Federal Reserve Release 

H.2 

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received 

No. 44 

Week Ending November 2, 2002 

Board of Governors of the Federal Reserve System, Washington, DC 20551 
H.2 Board Actions October 27, 2002 to November 2, 2002 

Bank Holding Companies 

Citigroup Inc., New York, New York -- to acquire Golden State Bancorp Inc., San 

Francisco, California, and California Federal Bank. 

- Approved, October 28, 2002 

Regulations And Policies 

Discount Window Programs -- final amendments to Regulation A to replace the 

adjustment and extended credit programs with new primary and secondary credit 

programs (Docket No. R-1123); and related technical amendment to the reserve 

deficiency penalty provision of Regulation D (Docket No. R-1134). 

- Approved, October 31, 2002 

Regulation W (Transactions between Member Banks and their Affiliates) -- final new 

Regulation W to comprehensively implement sections 23A and 23B of the Federal 

Reserve Act; final rule to rescind existing interpretations of sections 23A and 23B that 

have been incorporated into Regulation W; and request for comment on a proposed rule 

to limit the availability of an exemption from section 23A for loans purchased by a bank 

from its affiliate. 

- Approved, October 31, 2002 

Reserve Bank Services 

Federal Reserve Priced Services -- fee schedules for 2003. 

- Approved, October 31, 2002 

Federal Reserve Priced Services -- private sector adjustment factor for 2003. 

- Approved, October 31, 2002 

(AC) = Addition or Correction Board - Page 1 of 1 
H.2 Actions under delegated authority October 27, 2002 to November 2, 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 

Secretary 

AmSouth Bank, Birmingham, Alabama -- to establish branches at 1470 Perimeter 

Parkway NW, Huntsville; 2266 North Monroe Street, Tallahassee, Florida; 1401 

Tamiami Trail, Punta Gorda; 70 South Blue Angel Parkway, Pensacola; and 2450 

Treasury Drive SE, Cleveland, Tennessee. 

- Approved, October 29, 2002 

Secretary 

AmSouth Bank, Birmingham, Alabama -- to establish a branch at 2435 Brentwood 

Boulevard, Naples, Florida. 

- Approved, November 1, 2002 

Atlanta 

Colonial Bank, Montgomery, Alabama -- to establish a branch at 5220 Summerlyn 

Commons Boulevard, Ft. Myers, Florida. 

- Approved, October 31, 2002 

Chicago 

Community First Bank, Boscobel, Wisconsin -- to establish a branch at 715 Broadway 

Street, Baraboo. 

- Approved, October 29, 2002 

Richmond 

Farmers & Merchants Bank, Timberville, Virginia -- to establish a branch at 207 

University Boulevard, Suite 100, Harrisonburg. 

- Approved, October 30, 2002 

Cleveland 

Fifth Third Bank, Grand Rapids, Michigan. -- to establish a branch at 430 South Randal 

Road, Algonquin, Illinois. 

- Approved, October 29, 2002 

(AC) = Addition or Correction Delegated - Page 1 of 5 
H.2 Actions under delegated authority October 27, 2002 to November 2, 2002 

Bank Branches, Domestic 

St. Louis 

Midwest BankCentre, St. Louis, Missouri -- to establish a branch at 2155 Barrett Station 

Road. 

- Approved, October 31, 2002 

Atlanta 

Regions Bank, Birmingham, Alabama -- to establish a branch at 2000 Island Circle Park, 

Mt. Pleasant, South Carolina. 

- Approved, October 30, 2002 

Bank Holding Companies 

Chicago 

CIB Marine Bancshares, Inc., Pewaukee, Wisconsin -- to acquire ComCor Mortgage 

Corporation, Waukesha, and thereby engage in mortgage business operations. 

- Approved, October 30, 2002 

Chicago 

Crystal Valley Financial Corporation, Middlebury, Indiana -- to acquire an interest in 

Pedcor Investments-2001-L1 LP, a limited partnership, and thereby engage in community 

development activities. 

- Approved, October 30, 2002 

Kansas City 

Davis Bancorporation, Inc., Davis, Oklahoma -- to acquire additional shares of Century 

Capital Financial, Inc., Kilgore, Texas, and FBC Financial Corporation, Claremore, 

Oklahoma, parent of 1st Bank Oklahoma, and thereby engage in the operation of a 

savings association. 

- Approved, November 1, 2002 

Richmond 

Four Oaks Fincorp, Inc., Four Oaks, North Carolina -- to engage de novo in mortgage 

banking through the acquisition of Four Oaks Mortgage Services, LLC, which will hold 

an interest in Four Oaks Mortgage Company, LP, Clayton. 

- Approved, October 30, 2002 

(AC) = Addition or Correction Delegated - Page 2 of 5 
H.2 Actions under delegated authority October 27, 2002 to November 2, 2002 

Bank Holding Companies 

St. Louis 

Gravett Bancshares, Inc., Gravette, Arkansas -- to become a bank holding company 

through the acquisition of Bank of Gravett. 

- Withdrawn, October 31, 2002 

Kansas City 

Dallas 

Atlanta 

Atlanta 

Heritage Bancshares, Inc., Topeka, Kansas -- to become a bank holding company 

through the acquisition of Heritage Bank, a de novo bank, and for Heritage Bank to 

become a member of the Federal Reserve System. 

- Withdrawn, November 1, 2002 

IB Bancshares, Inc., McKinney, Texas, and VB Bancshares, Inc., Wilmington, 

Delaware -- to become bank holding companies through the acquisition of Independent 

Bank, McKinney, Texas. 

- Approved, October 29, 2002 

Putnam-Greene Financial Corporation, Eatonton, Georgia -- to acquire The Citizens 

Bank of Cochran, Cochran. 

- Approved, October 28, 2002 

Red River Bancshares, Inc., Alexandria, Louisiana -- request for waiver of a commitment. 

- Withdrawn, October 29, 2002 

Bank Mergers 

San Francisco 

Heritage Bank of Commerce, San Jose, California -- to merge with Heritage Bank South 

Valley, Morgan Hill. 

- Approved, November 1, 2002 

(AC) = Addition or Correction Delegated - Page 3 of 5 
H.2 Actions under delegated authority October 27, 2002 to November 2, 2002 

Banks, State Member 

Secretary 

SunTrust Bank, Atlanta, Georgia -- to make certain community development and public 

welfare investments through its subsidiary, Atlanta Community Investment Corporation. 

- Approved, November 1, 2002 

Change In Bank Control 

Atlanta 

FMB Bancshares, Inc., Lakeland, Georgia -- change in bank control. 

- Withdrawn, October 31, 2002 

Chicago 

Northpointe Bancshares, Inc., Grand Rapids, Michigan -- change in bank control. 

- Permitted, October 31, 2002 

Dallas 

Trenton Bankshares, Inc., Trenton, Texas -- change in bank control. 

- Permitted, October 30, 2002 

Competitive Factors Reports 

San Francisco 

Citibank (West), FSB, San Francisco, California -- report on competitive factors of the 

proposed merger with California Federal Bank and the acquisition of the California 

branches of Citibank, Federal Savings Bank and the Nevada branch of Citibank 

(Nevada), N.A., Las Vegas, Nevada. 

- Submitted, October 29, 2002 

San Francisco 

First National Bank of Nevada, Reno, Nevada -- report on competitive factors of the 

proposed acquisition of three Nevada branches of First Republic Bank, Las Vegas, and 

the sale of certain deposits and other liabilities associated with the branches. 

- Submitted, November 1, 2002 

Dallas 

The First National Bank of Shiner, Shiner, Texas -- report on competitive factors of the 

proposed acquisition of the Shiner branch of Guaranty Bank, FSB, Dallas. 

- Submitted, November 1, 2002 

(AC) = Addition or Correction Delegated - Page 4 of 5 
H.2 Actions under delegated authority October 27, 2002 to November 2, 2002 

Competitive Factors Reports 

Minneapolis 

National Bank of Commerce in Duluth, Duluth, Minnesota -- report on competitive 

factors of the proposed merger with National Bank of Commerce in Superior, Superior. 

- Submitted, November 1, 2002 

Minneapolis 

S&C Bank, New Richmond, Wisconsin -- report on competitive factors of the proposed 

purchase of assets and assumption of liabilities of the Eau Claire branch of Wisconsin 

Community Bank, Cottage Grove. 

- Submitted, October 31, 2002 

Richmond 

Wachovia Bank, National Association, Charlotte, North Carolina -- report on 

competitive factors of the proposed mergers with The First National Bank of Atlanta, 

New Castle, Delaware, and Atlantic Savings Bank, FSB, Hilton Head Island, South 

Carolina. 

- Submitted, October 28, 2002 

Extensions Of Time 

Atlanta 

SouthTrust Bank, Birmingham, Alabama -- extension to January 31, 2003, to establish a 

branch at 19631 West Catawba Avenue, Cornelius, North Carolina. 

- Granted, October 30, 2002 

(AC) = Addition or Correction Delegated - Page 5 of 5 
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, November 2, 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 

4(c)(8) Boston Private Financial Holdings, Inc., Boston, Massachusetts - Fed Reg - 11/18/2002 

notice to acquire up to 33% of Coldstream Holdings, Inc. and its 

wholly-owned subsidiaries, Coldstream Capital Management, 

Inc. and Coldstream Securities, Inc., all of Bellevue, Washington 

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 applic ation 

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 2, 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 

3a3/4c8 Allied Irish, Plc, Dublin, Ireland, to acquire up to 25 percent of 

the voting shares of M&T Bank Corporation, Buffalo, New 

York. 

3a1/3a3 M&T Bank Corporation, Buffalo, New York, ("M&T") to 

acquire Allfirst Financial Inc., and Allfirst Bank, both of 

Baltimore, Maryland and Allfirst Financial Center, N.A., 

Millsboro, Delaware, and to merge Allfirst Bank, with and into 

M&T’s subsidiary bank, Manufacturers and Traders Trust 

Company, Buffalo. 

3a1/4c8 Elran (D.D.) Investments Ltd. And Elran (D.D.) Holdings Ltd., 

both of Tel Aviv, Israel, in connection with its indirect 

ownership of Bank Hapoalim B.M., to become bank holding 

companies by acquiring indirect control of Signature Bank, New 

York, New York. 

Newspaper – N/A 

Fed. Reg. – N/A 

Newspaper – 11/28/2002 

Fed. Reg. – N/A 

Newspaper – 11/28/2002 

Fed. Reg. – N/A 

* Subject to 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 periodic ally. 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 2, 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 regula tion 

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 2, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period

18C Branch* Appliation by The Citizens Banking Company, Sandusky, OH to Newspaper - 11/23/2002 

merge with The Castalia Banking Company, Castalia, OH 

pursuant to Section 18(c) of the Federal Deposit Insurance Act 

and incident thereto establish a branch pursuant to Section 9 of 

the Federal Reserve Act. * 

*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 of Change in Bank Control filed by the Forcht Family 

Control Group of their intent to acquire up to 100 percent of the 

outstanding voting shares of Laurel Bancorp, Inc., Corbin, KY. 

CIC Notice of Change in Bank Control filed by the Forcht Family 

Control Group of their intent to acquire up to 100 percent of the 

outstanding voting shares of Somerset Bancorp, Inc., Corbin, 

KY. 

CIC Notice of Change in Bank Control filed by the Forcht Family 

Control Group of their intent to acquire up to 100 percent of the 

outstanding voting shares of Tri-County Bancorp, Inc., Corbin, 

KY. 

CIC Notice of Change in Bank Control filed by the Forcht Family 

Control Group of their intent to acquire up to 100 percent of the 

outstanding voting shares of Williamsburg Bancorp, Inc., 

Corbin, KY. 

Fed Reg – N/Avail 

Newspaper – N/Avail 

Fed Reg – N/Avail 

Newspaper – N/Avail 

Fed Reg – N/Avail 

Newspaper – N/Avail 

Fed Reg – N/Avail 

Newspaper – N/Avail 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

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

Type Application 

None 

Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

The CRA requires that each depository institution's record in helping meet the 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 

820310 Community First Bank & Trust 07/22/2002 10/29/2002 S X 

225 North Main Street 

Celina, OH 45822 

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 2, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Allfirst Bank, Baltimore, Maryland, to establish a branch at Newspaper - 11/18/2002 

the southeast corner of Stoke Park Road and Wegmans Drive, 

Bethlehem, Pennsylvania.* 

*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 

3(a)(1) TCB S-Corp, Inc., Greenwood, South Carolina, to become a Fed Reg - 12/02/2002 

bank holding company through the acquisition of Countybank, Newspaper - 11/30/2002 

Greenwood, South Carolina. The transaction would be accomplished through the merger of Countybank's parent company, 

TCB Corporation, Greenwood, South Carolina, into TCB SCorp, Inc.* 

*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 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, November 2, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

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

located at 15700 NW 67th Avenue, Suite 100, to be known as the 

Miami Lakes Branch, Miami Lakes, Florida.* 

Newspaper-10/30/2002 

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

located at 405 Manning Road, East Accokeek, Maryland, to be 

known as Manokeek Village Office.* 

Newspaper-11/09/2002 

*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 

3(a)(3) CenterState Banks of Florida, Inc., Winter Haven, Florida, to 

acquire CenterState Bank of Florida., Winter Haven, Florida.* 

3(a)(1) Commerce National Bankshares of Florida, Inc., Winter Park, 

Florida, to become a bank holding company by acquiring 

Commerce National Bank of Florida, Winter Park (in 

organization).* 

3(a)(1) Pinnacle S-Corp, Inc., Elberton, Georgia, to become a bank 

holding company by acquiring Pinnacle Financial Corporation, 

and its subsidiary, Pinnacle Bank, both of Elberton, Georgia.* 

Newspaper-11/22/02 

Fed Reg-N/Avail 

Newspaper-11/23/2002 

Fed Reg-11/29/2002 

Newspaper-11/30/2002 

Fed Reg-11/25/2002 

*Subject to provisions of the Community Reinvestment Act 

Section III – Applicatio ns 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 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, November 2, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch M&I Marshall & Ilsley Bank, Milwaukee, Wisconsin, to 

establish a branch facility to be located at 7025 North Scottsdale 

Road, Scottsdale, Arizona.* 

18C & Branches Midwest Bank and Trust Company, Elmwood Park, Illinois, to 

merge with Fairfield Savings Bank, F.S.B., Long Grove, Illinois 

and thereby to establish branches.* 

Branch Tri-County Bank, Brown City, Michigan, to establish a branch 

facility to be located at 4436 Main Street, Brown City, 

Michigan.* 

Branch Washington State Bank, Washington, Iowa, to establish branch 

facilities to be located at 1203 East Washington, and 1015 South 

Iowa, Washington, Iowa.* 

Newspaper – 11/05/2002 

Newspaper – 11/06/2002 

Newspaper – 11/21/2002 

Newspaper – 11/08/2002 

* Subject to the provisions of the Community Reinvestment Act 

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

Type Application 

3(a)(3) Ambanc Financial Services, Inc., Beaver Dam, Wisconsin, to 

acquire 100 percent of Central Lakes Bancorporation, Inc., 

Necedah, Wisconsin, and thereby indirectly acquire Necedah 

Bank, Necedah, Wisconsin.* 

3(a)(3) First State Associates, Inc., Hawarden, Iowa, and Old O’Brien 

Banc Shares, Inc., Sutherland, Iowa , to each acquire an 

additional 16.67 percent of Hawarden Banking Company, 

Hawarden, Iowa. The shares are being acquired through 

Hawarden Banking Company redemption of 65 shares, or 33.33 

percent of its 195 shares outstanding.* 

CIC Notice by Donald Dean Nolan, Hawarden, Iowa, to acquire an 

additional 661 shares, or 15 percent of First State Associates, 

Inc., Hawarden, Iowa, and thereby increase his aggregate 

ownership to 31 percent. 

Ending date of 

comment period 

Fed Reg – N/Available 

Newspaper – 11/25/2002 

Fed Reg –N/Available 

Newspaper – N/Available 

Fed Reg – N/Available 

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

Ending date of 

Type Application comment period 

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.* 

3(a)(3) Mahaska Investment Company, Oskaloosa, Iowa, to acquire 100 

percent of Belle Plaine Service Corporation, Belle Plaine, Iowa, 

and thereby indirectly acquire Citizens Bank and Trust 

Company, Hudson, Iowa.* 

4(c)(8) Midwest Banc Holdings, Inc., Elmwood Park, Illinois, to merge 

with Big Foot Financial Corporation, Long Grove, Illinois, and 

thereby indirectly acquire Fairfield Savings Bank, F.S.B., Long 

Grove, Illinois, and thereby operate a savings association.* 

Fed Reg – 11/22/2002 

Newspaper – N/Avail 

Fed Reg – 11/18/2002 

Newspaper – N/Avail 

Fed Reg – 11/15/2002 

Newspaper – 11/18/2002 

* 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 

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 

2929075 Goshen Community Bank 07/22/2002 11/01/2002 S X 

511 W. Lincoln Avenue 

Goshen, Indiana 46527 

(219) 523-2006 

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 2, 2002

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Arvest Bank, Fayetteville, Arkansas, to establish a branch 

facility to be located at 110 South Rockwood Road, Suite 2, 

Cabot, Arkansas.*

Newspaper – 11/18/2002

* 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

CIC Notice by immediate family members consisting of Terry E. 

Forcht, Marion C. Forcht, Theodore B. Forcht, Rodney S. 

Shockley, and Laurie S. Shockley, acting in concert to retain 

control of Campbellsville Bancorp, Inc., Corbin, Kentucky. 

(Previously submitted during the week ending October 26, 2002)

Newspaper – 11/20/2002

Fed Reg – 11/18/2002

CIC Notice by immediate family members consisting of Terry E. 

Forcht, Marion C. Forcht, Theodore B. Forcht, Rodney S. 

Shockley, and Laurie S. Shockley, acting in concert to retain 

control of Green County Bancshares, Inc., Corbin, Kentucky. 

(Previously submitted during the week ending October 26, 2002) 

Newspaper – 11/20/2002

Fed Reg – 11/18/2002

CIC Notice by immediate family members consisting of Terry E. 

Forcht, Marion C. Forcht, Theodore B. Forcht, Rodney S. 

Shockley, and Laurie S. Shockley, acting in concert to retain 

control of PRP Bancorp, Inc., Corbin, Kentucky. (Previously 

submitted during the week ending October 26, 2002)

Newspaper – 11/20/2002

Fed Reg - 11/18/2002

CIC Notice by Harrell Investment Partners Limited Partnership, 

Camden, Arkansas, and Searcy W. Harrell, Jr. and Peggy 

Harrell, as general partners, to gain control of Harrell 

Bancshares, Inc., Camden, Arkansas. (Previously submitted 

during the week ending October 26, 2002)

Newspaper – 11/15/2002

Fed Reg – 11/12/2002

CIC Notice by Stephen R. Green Revocable Trust, Stephen R. Green, 

Trustee, Farmington, Missouri, to increase control of New Era 

Bancorporation, Inc., Fredericktown, Missouri.

Newspaper – 11/27/2002

Fed Reg – 11/22/2002 
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3A1 Gravett Bancshares, Inc., Gravette, Arkansas, to become a bank 

holding company by acquiring 100 percent of the voting shares 

of Bank of Gravett, Gravette, Arkansas.*

Newspaper – 11/27/2002

Fed Reg – 11/25/2002 

3A3 Harrodsburg First Financial Bancorp, Inc., Harrodsburg, 

Kentucky, to acquire at least 22.5 percent of Independence 

Bancorp, New Albany, Indiana, and thereby indirectly acquire 

Independence Bank, New Albany, Indiana.* 

Newspaper – 11/30/2002

Fed Reg – 11/29/2002

* 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, November 2, 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)(3) State Bankshares, Inc., Fargo, North Dakota, to acquire 100% of 

State Bank of Moorhead, Moorhead, Minnesota.* 

Fed Reg – 11/01/2002 

Newspaper – N/Avail 

3(a)(3) Merchants Financial Group, Inc., Winona Minnesota, to acquire 

100% of the voting shares of Merchants Bank, National 

Association, La Crescent, Minnesota, a de novo bank, in 

connection with the relocation of the charter of the existing 

Merchants Bank, National Association, La Crescent, Minnesota, 

to Onalaska, Wisconsin.* 

Fed Reg – 11/25/2002 

Newspaper – N/Avail 

CIC Notice by David C. Arnold, North Mankato, Minnesota, to gain 

control of Voyager FinancialServices Corporation, Edina, 

Minnesota, and thereby indirectly gain control of Voyager Bank, 

Eden Prairie, Minnesota. 

Fed Reg – 11/18/2002 

Newspaper – 11/22/2002 

CIC Marie Gillespie, LaGrange Park, Illinois, as trustee of the Lake 

Bank Shares, Inc. Employee Stock Ownership Plan, Emmons, 

Minnesota, to gain control of Lake Bank Shares, Inc., Emmons, 

Minnesota, and thereby indirectly gain control of Security Bank 

of Minnesota, Albert Lea, Minnesota, and First State Bank of 

Emmons, Emmons, Minnesota. 

Fed Reg – 10/21/2002 

Newspaper – 11/04/2002 

CIC Jonathan H. Berg, M.D., Northwood, North Dakota, as trustee of 

the Herbert A. Lund Revocable Trust, to gain control of Lake 

Bank Shares, Inc., Emmons, Minnesota, and thereby indirectly 

gain control of Security Bank of Minnesota, Albert Lea, 

Minnesota, and First State Bank of Emmons, Emmons, 

Minnesota. 

Fed Reg – 10/21/2002 

Newspaper –11/04/2002 
Section II – Applications subject to both newspaper and Federal Register notice 

Ending date of 

Type Application comment period 

CIC Robert B. Whitlock, Minneapolis, Minnesota, to retain control 

as trustee of Lake Bank Shares, Inc. Employee Stock Ownership 

Plan, Emmons, Minnesota, and thereby indirectly retain control 

of Lake Bank Shares, Inc., Emmons, Minnesota, which owns 

Security Bank of Minnesota, Albert Lea, Minnesota, and First 

State Bank of Emmons, Emmons, Minnesota. 

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. 

CIC Change in control notice for David A. Beito, Trustee of the 

David A. Beito 2002 GST Trust A, Kathryn A. Beito 2002 GST 

Trust A, Laura E. Beito 2002 GST Trust A, David A. Beito 2002 

GST Trust B, Kathryn A. Beito 2002 GST Trust B, and Laura E. 

Beito 2002 GST Trust B to acquire control of GATO Holdings, 

Inc., Thief River Falls, Minnesota. 

Fed Reg – 10/21/2002 

Newspaper – 11/04/2002 

Fed Reg – 11/19/2002 

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 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, November 2, 2002 

Section I – Applications subject to newspaper notice only 

Type Application 

Ending date of 

comment period 

Branch First American Bank, Purcell, Oklahoma, to establish a Newspaper - 11/08/2002 

branch at 570 Northwest 24th Avenue, Norman, 

Oklahoma. 

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

Type Application 

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). 

CIC Notice by Nancy Louise Smith and Patrick Allen Brooks, both 

of Chickasha, Oklahoma, to acquire control of First Independent 

Bancorp, Inc., Chickasha, Oklahoma, parent of First National 

Bank & Trust Company, Chickasha, Oklahoma. 

Ending date of 

comment period 

Newspaper - 11/25/2002 

Fed Reg - 11/29/2002 

Newspaper - 11/11/2002 

Fed Reg - 11/12/2002 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

4(c)(8) Craco, Inc., Vinita, Oklahoma, to retain 100 percent of the Fed Reg - 10/15/2002 

voting shares of First Acquisition Corporation, Vinita, 

Oklahoma, and thereby engage indirectly in leasing and lease 

financing on personal property. 

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 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, November 2, 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) Reynolds, Teague, Thurman Financial Corporation, Moody, TX, 

to acquire RTT Delaware Holdings, Inc., Wilmington, TX, and 

First National Bank of Moody, Moody, TX* 

Fed Reg – 11/29/2002 

Newspaper – N/Avail 

CIC Harvey E. Zinn, Sugar Land, TX, to acquire an interest in SNB 

Bancshares, Inc., Sugar Land, TX 

Fed Reg – 11/19/2002 

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 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, November 2, 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