Section VI - CRA examinations scheduled for Fourth Quarter of 1997

Institution

Location

Andover Bank

Bank of Corning Company
Commercial & Savings Bank Co.
Fifth Third of Northeastern Ohio
Genoa Banking Company
Hamler State Bank

Hocking Valley Bank

The Citizens Banking Company

The Corn City State Bank

The Cortland Savings & Banking Co.

The Custar State Bank
The Farmers Citizen Bank
The Metamora State Bank
The Minster State Bank
The Provident Bank

Towne Bank

P.O. Box 1300, Public Square, Andover, OH 44003-1300
P.O. Box 428, N. Valley Street, Corning, OH 43730-0428
P.O. Box 50, 701 S. Market Street, Danville, OH 43014-0050
1404 E. Ninth Street, Cleveland, OH 44114

P.O. Box 98, 801 Main Street, Genoa, OH 43430-0098

P.O. Box 358, 210 Randolph Street, Hamler, OH 43524-0358
P.O. Box 4847, 7 W. Stimson, Athens, OH 45701-4847

P.O. Box 5016, 100 E. Water Street, Sandusky, OH 44871-5016
P.O. Box 197, 120 W. Main Street, Deshler, OH 43516-0197
P.O. Box 98, 194 W. Main Street, Cortland, OH 44410-0098
P.O. Box 127, Main Street, Custar, OH 43511-0127

P.O. Box 567, Washington Square, Bucyrus, OH 44820-0567
P.O. Box F, 120 E. Main Street, Metamora, OH 43540-0270
P.O. Box 90, 96 W. Fourth Street, Minster, OH 45865-0090

1 E. 4th Street, Cincinnati, OH 45202

P.O. Box 202, 610 E. South Boundary, Perrysburg, OH 43551

Footnotes



E - ABIL. FC L. ALUAT.

Identification of Ratings

In connection with the assessment of each insured depository institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet

the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs

An institution in this group needs to improve its overall record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping

to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

CRA Public CRA

‘Location SSD; Exam Date Date tin:
Citizens Bank of Ardmore 255556 07-14-97 09-30-97 Satisfactory
1100 N. Commerce
Ardmore, Oklahoma 73401-3985
Farmers State Bank 376657 07-21-97 10-02-97 Satisfactory
1st Street
Stansberry, Missouri 64489
Tri-State Bank 33558 06-30-97 10-03-97 Satisfactory

616 E. Speer Boulevard
Denver, Colorado 80203

*Application is subject to CRA.


FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject

to Federal Register Notice Only
Comment Period
oe Ending D
Roseau Realty Co., Inc., Roseau, Minnesota to continue to engage in October 23, 1997

general insurance agency activities in a community with a population
not exceeding 5,000 following its proposed formation as a bank holding

company.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
Fi 1 ister Noti t Noti
Application

First National Agency at St. James, St. James, Minnesota to redeem
10.17% of its voting shares.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 9/26/97
ion V - ilability of CRA Public Ev: ions

The CRA public evaluations of the institution(s) below became available during this week. Information
about a particular institution's CRA evaluation may be obtained directly from the institution.

Institution Location Examination Date = Rating*

None

*Under the rating system an institution's CRA performance is assigned one of the following four ratings:

Outstanding record of meeting community credit needs: An institution has an outstanding record of,
and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record of
ascertaining and meeting the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

Needs to Improve record of meeting community credit needs: An institution needs to improve its

overall record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Substantial Noncompliance in meeting community credit needs: An institution has a substantially

deficient record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and
is not intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no
responsibility for errors or omissions.


FEDERAL RESERVE BANK OF NEW YORK

Comment Period
Endin: le

SECTION I

Applications Subject to Newspaper
otice Onk

None.

SECTION IT

Applications Subject to Both
Newspaper and Federal Register Noti:

Popular, Inc., Hato Rey, Puerto Rico, Popular International Bank, Inc.,

Hato Rey, Puerto Rico, and Popular North America, Wilmington, Delaware,

to merge with Houston Bancorporation, Inc., Houston, Texas("HBI"),

and thereby indirectly acquire HBI's subsidiary, Citizens National Bank,

Houston, Texas. 10/16/97 2/

Warwick Community Bancorp, Inc., Warwick, New York, to acquire
100 percent of the shares of common stock of The Warwick Savings Bank,
Warwick, New York, a New York stock savings bank and the proposed

successor to The Warwick Savings Bank, a New York mutual savings
bank. 10/24/97 2/

SECTION Il

Nonbanking Applications
ubject to Federal Register Notice On!

None.

SECTION IV

Applications Not Involving
Public Comment

None.

SECTION V
vailabili' 'ublic Eval
In connection with the assessment of each insured depository institution's
CRA performance, a rating is assigned from the following group:
Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and

is a leader in, ascertaining and helping to meet the credit

needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.


Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or

the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



Applicant or notificant

Hardin County
Bancshares, Inc.,
Savannah, TN

Hazard, Charles
Michael, Boston, MA

Heath, Craig Dwight,
Phoenix, AZ

Hibernia Corporation,
New Orleans, LA

Hibernia Corporation,
New Orleans, LA

Horizon Bancorp of
South Arkansas, Inc.,
Magnolia, AR

Industrial Bank of
Japan, Ltd.,
Tokyo, Japan

Jron Bancshares, Inc.,
Salisbury, CT

Jackson Boulevard
Fund, Ltd.; Jackson
Boulevard Equities, L.P.
& Paul J. Duggan, all of
Chicago, IL

Acquiree or activity

Majors Insurance Agency, 4
Inc.,

Adamsville, TN general
insurance agency activities

in a town of less than 5,000

(by)

St. Louis

Boston Private Bancorp,
Inc., Boston,

MA, & Boston Private
Bank & Trust
Company, Boston, MA

CIBC Boston

Texico Bancshares
Corporation, Texico, IL &
Texico State Bank, Texico,
IL

CIBC St. Louis

Unicorp Bancshares-Texas 3
Inc., Orange, TX, and
OrangeBank, Orange, TX

Atlanta

Northwest Bancshares of 3
Louisiana, Inc., Mansfield,

LA & First National Bank

in Mansfield, Mansfield, LA

Atlanta

Horizon Bank of Columbia 3
County, Magnolia, AR

St. Louis

Aubrey G. Lanston & Co., 4
Inc.,

New York, NY, securities
activities (b)(7); data

processing (b)(14);

financial & investment

activities (b)(6); and
underwriting (b)(8)

New York

The National Iron Bank, 3
Salisbury, CT

Boston

Damen Financial
Corporation, Schaumburg,
IL & Damen National
Bank, Schaumburg, IL

CIBC Chicago

Section of law - Reserve Bank

End of comment period

August 26, 1997

October 15, 1997

October 1, 1997

August 11, 1997

October 24, 1997

October 20, 1997

May 12, 1997

October 2, 1997

September 3, 1997


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period

First National of Platte Valley National 3 Dallas August 25, 1997
Nebraska, Inc., Omaha, Bank, Grand Island, NE &
NE, & its subsidiary First National of Nebraska,
First National of Lincoln, NE
Colorado, Inc., Fort
Collins, CO
First State Bancshares, Perry County Financial 4 St. Louis August 1, 1997
Inc., Farmington, MO Corporation, Perryville,
MO, and
Perry County Savings
Bank, FSB,
Perryville, MO operating a
savings
association (b)(4)
First Union Signet Banking Corp., & 3and4 Richmond September 19, 1997
Corporation(1), Signet Bank, Richmond,
Charlotte, NC VA; Signet Commercial
CONTINUED Credit Corp., Richmond,
VA making loans that are
typcially secured by

inventory, accounts
receivable or like security

& are generally structured

ona revolving basis (b)(1);

CONTINUED
First Union and other nonbanking 3 and 4 Richmond September 19, 1997
Corporation(2), activities (b)(11)(iv); (b)(5)
Charlotte, NC (b)(7), (6)(8), (6)(6)
CONTINUED
First United Bancshares, City Bank & Trust of 3 St. Louis October 9, 1997
Inc., El Dorado, AR Shreveport, Shreveport, LA
FirstBank Holding FirstBank Holding 3 Kansas City October 9, 1997
Company of Colorado, Company of Colorado,

ESOP, Lakewood, CO Lakewood, CO

Fischer Bancorp, Inc., Fisher National Bank, 3 Chicago October 24, 1997
Fischer, IL Fisher, IL .

FSB Bancorp, MHC & Franklin Savings Bank, CIBC Boston August 28, 1997
FSB Bancorp, both of Farmington, MN.

Farmington, ME

CORRECTION


Applicant or notificant

Section of law

Acquiree or activity -Reserve Bank End of comment period
National Bank of Natbank, N.A., Hollywood, 3 New York October 3, 1997
Canada, Montreal, FL & Natbank, N.A.
Canada & NatBC
Holding Corporation,
Hollywood, FL
National City Fourth First Bancorp, Inc., 3 St. Louis October 3, 1997
Bancshares, Inc., Huntingburg, IN & First
Evansville, IN Bank of Huntingburg,
Huntingburg, IN
National Commerce First Market Banks, FSB, 4 St. Louis October 10, 1997
Bancorporation, Memphis, TN, operation of
Memphis, TN a federal savings bank
(b)(4).
New Amboy, Inc., Old Amboy Bancorporation, 3 New York September 26, 1997
Bridge, NJ Old Bridge, NJ & Amboy
National Bank, Old Bridge,
NJ
Northside Banking Northside Bank of Tampa, 3 Atlanta August 29, 1997
Corporation, Tampa, FL Tampa, FL
Norwest Corporation, Cityside Fin.'l Serv.s of WI, 4 Minneapolis October 17, 1997
Minneapolis, MN, Inc., Cityside Savings &
through its wholly Fin.'l Services, Co., &
owned subsidiaries Cityside Insurance Co.,
Norwest Financial Ltd., Eden Prairie, MN, in
Services, Inc., and consumer fin. (b)(1); the
Norwest Financial, Inc., sale of insur. (611i), (ii)
both of Des Moines, [A & (iii) & the operation of a
nonbank depository
institution (b)(4)
O.A.K. Financial Caledonia Financial 3 Chicago August 15, 1997
Corporation, Byron Corporation,
Center, Caledonia, MI, & State
MI Bank of Caledonia,
Caledonia,
MI
Olney Bancshares of First National Bank of 3 Dallas October 16, 1997
Texas, Inc., Olney, TX Borger, Borger, TX;
& Olney Bancorp of Citizens National Bank of
Delaware, Inc., Childress, Childress, TX &
Wilimington, DE First State Bank of

Canadian, N.A., Canadian,
TX



Applicant or notificant

Acquiree or activity Section of law ~Reserve Bank End of comment period

Shields, James Homer, Sebastian Bankshares, Inc., CIBC St. Louis September 24, 1997
III, London, England Barling, AR & River

Valley Bank and Trust,

Lavaca, AR
SIS Bancorp, Inc., Glastonbury Bank & Trust 3 Boston October 16, 1997
Springfield, MA Company, Glastonbury, CT
Smith, Carmen P. AmeriBancShares, Inc., CIBC. Dallas September 24, 1997
Family Limited Wichita Falls, TX &
Partnership; Smith, AmeriBancShares of
Carmen P.; & Delaware, Inc.,
Woodruff, Peggie J., as Wilmington, DE &
General Partners, all of American National Bank,
Wichita Falls, TX Wichita Falls, TX
Smith, James Randel, Tabor Enterprises, Inc., CIBC Chicago October 1, 1997
Auburn, NE; Jobe, Jerry Tabor, IA & First State
A. Tabor, IA; and Bank, Tabor, IA
Schaaf, Grant, T.,
Randolph, IA
Smith, James Randel, Tabor Enterprises, Inc., CIBC Chicago October 1, 1997
Auburn, NE; Jobe, Jerry Tabor, IA, & First State
A., Tabor, IA, and Bank, Tabor, IA
Schaaf, Grant T., CORRECTION
Randolph, IA
CORRECTION
Spanjer, Leland, Cozad, C.S.B. Co., Cozad, NE, CIBC Kansas City August 11, 1997
NE, in his capacity as Cozad State Bank & Trust
Personal Representative Company, Cozad, NE, and
of the Estate of Clifford First National Bank of
G. Young Chadron, Chadron, NE
Spectrum First Savings & Loan 4 Minneapolis September 26, 1997
Bancorporation, Inc., Association of South
Omaha, NE Dakota, Inc., Aberdeen, SD

in the operation of a

savings association (b)(4)
Spehar, David L. & First Community CIBC Kansas City August 5, 1997

Nancy A., Kansas City,
KS

Bancshares, Inc., Kansas
City, KS, and First
Community Bank, Kansas
City, KS



Applicant or notificant

Acquiree or activity

Section oflaw ~Reserve Bank

End of comment period

Citizens Financial
Corp., Midwest City,
OK

Coddle Creek Financial
Corp., Mooresville, NC

Community Bancshares
of West Plains, Inc.,
West Plains,

MO

Community
Bankshares, Inc.,
Denver, CO.

Community First
Bankshares, Inc., Fargo,
ND

Community First
Bankshaces, Inc., Fargo,
ND

Community National
Corporation, Lexington,
TN

Compass Bancshares,
Inc., Birmingham, AL

Cortez Investment Co.,
Cortez, CO

CSB Bancshares, Inc.,
Ellsworth, KS

Davis, John Francis, and
Davis, Carman Lee,
both of Concordia, KS

U.S. National Bank,
Midwest City, OK

Mooresville Savings Bank,
SSB, Mooresville, NC

Community First National
Bank of West Plains, West
Plains,

MO

Dove Creek State Bank,
Dover Creek, CO

First National Summit
Bankshares, Inc.,
Gunnison, CO & First
National Summit Bank,
Gunnison, CO

Republic National Bancorp,
Inc., Pelioenix, AZ &
Republic National Bank of
Arizona, N.A., Phoenix, AZ

Community National Bank
of Tennessee, Lexington,
TN

GSB Investments, Inc.,
Gainesville, FL &
Gainsville State Bank,
Gainesville, FL

The Cortez State Bank,
Cortez, CO

Wilson Bancshares, Inc.,
Wilson, KS & Wilson State
Bank, Wilson, KS

Tri-County Bancshares,
Inc., Linn, KS,

& Tri-County National
Bank, Washington, KS

CIBC

Kansas City

Richmond

St. Louis

Kansas City

Minneapolis

Minneapolis

St. Louis

Atlanta

Kansas City

Kansas City

Kansas City

October 16, 1997

October 16, 1997

October 24, 1997

October 20, 1997

October 6, 1997

October 6, 1997

October 17, 1997

October 6, 1997

October 6, 1997

October 23, 1997

October 15, 1997


Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending September 26, 1997

Section 2 - Applications Subject to Both
Newspaper and Federal Register Notice

Application Comment Period Ending Date
Hibernia Corporation 10-24-97*
New Orleans, Louisiana Federal Register

To merge with Northwest Bancshares of Louisiana, Inc., Mansfield, Louisiana, and thereby directly
acquire First National Bank of Mansfield, Mansfield, Louisiana, pursuant to Section 3(a)(5) of the
Bank Holding Company Act.

Great Southern Capital Corporation Not yet available*
Employee Stock Ownership Plan

To acquire at least 50 percent of the outstanding shares of Great Southern Capital Corporation,

Meridian, Mississippi, pursuant to Section 3(a)(3) of the Bank Holding Company Act.

Section 3 - Applications Subject to Federal Register Only

Application Comment Period Ending Date
None.

Section 4 - Applications Not Subject to
Federal Register Notice or Newspaper Notice

Application

Riverside Bank of the Gulf Coast

Cape Coral, Florida
To become a member of the Federal Reserve System, pursuant to Section 208.4 of Regulation H and
Section 9 of the Federal Reserve Act.

United Community Banks, Inc.

Blairsville, Georgia
Notice to engage in the sale of annuities and other insurance products through a newly formed,
wholly-owned subsidiary, United Community Agencies, Inc., Blairsville, Georgia, pursuant to
Section 225.28(b)(11(iii) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act.

*Subject to the provisions of the Community Reinvestment Act.



District 11
Federal Reserve Bank of Dallas
Applications and Notifications Filed During the Week of September 22, 1997

Section I - Applications subject to newspaper notice only

Comment period
Type Application ending date

None.

* Subject to CRA.
** Comment period ending date is the date specified in the newspaper only.
N/A - Not available at this time.

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

Comment period
Type Application ending date
*Section 3(a)(1) SWB Bancshares, Inc., Fort Worth, TX, to acquire N/A
SW Financial, Inc., Dover, DE, and
Southwest Bank, Fort Worth, TX
* Section 3(a)(1) | SW Financial, Inc., Dover, DE, to acquire N/A

Southwest Bank, Fort Worth, TX

* Subject to CRA.
** Comment period ending date is the date specified in the newspaper only.
N/A - Not available at this time.


Oo

Applicant or notificant

Acquiree or activity

Section of law “Reserve Bank

End of comment period

The Sanwa Bank
Limited, Osaka, Japan

Morcroft Capital
Corporation, Fairfield, NJ,
leasing& financing
activities, (b)(3) & (b\(1)

4 San Francisco

October 21, 1997


H.2 Page 2
September 21, 1997 to September 27, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Secretary
First Bank Holding Company of Colorado, Lakewood, Colorado, and FirstBank
Holding Company of Colorado Employee Stock Ownership Plan -- to acquire
FirstBank of Parker, Parker, Colorado.
- Approved, September 26, 1997

General Counsel

First Commerce Corporation, New Orleans, Louisiana -- exemption under the
Board's Regulation L to permit Norman Francis, a director of Liberty Bank of New
Orleans, to become a director of First Commerce.

- Granted, September 26, 1997

St. Louis

First Commercial Corporation, Little Rock, Arkansas -- to acquire First Charter
Bancshares, Inc., North Little Rock, Arkansas.
- Approved, September 26, 1997

Dallas

First Financial Bankshares, Inc., Abilene, Texas -- to acquire Southlake Bancshares,
Inc., Southlake, Texas.
- Approved, September 24, 1997

Dallas

First National Bank of Huntsville, Huntsville, Texas -- request for waiver of
application to acquire Crockett Bancshares, Inc., Crockett, Texas, and Crockett State
Bank.

- Granted, September 26, 1997

Dallas

Hawkins Delaware Financial Corporation, Wilmington, Delaware -- to acquire The
First State Bank of Hawkins, Hawkins, Texas.
- Approved, September 26, 1997

Minneapolis
International Bancorporation, Golden Valley, Minnesota -- to acquire Northern
National Bank, Nisswa, Minnesota.
- Approved, September 23, 1997


Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmudy (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Resers< Par). of Chicago
Frank Skwercs (TE!. 1 ..-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEI: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



7

RESERVE BANK APPLICATIONS BULLETIN For week ending September 26, 1997

SECTION VI - CRA EXAMINATIONS SCHEDULED

Examinations may have to be rescheduled during the calendar quarter in which they are designated
to begin. If an institution's examination is rescheduled for a date later than the end of the date range
teflected in a published schedule, the institution's name will be republished in an appropriate later
listing. Any comments received as a result of either the first publication or subsequent publications
will be considered during the examination.

RSSD Name City State
Number



Federal Reserve Bank of Richmond

Section I - Applications ject to News x
Notice Only
Application omm io: ing D:

Bank of Hampton Roads, Chesapeake,
Virginia, to establish a branch at
4500 East Princess Anne Road, Norfolk

Virginia.* 10-13-97

ection II - A ications ject Both

Ns Fe a. ogi lo”
Application mam i in
None.

ction ITI - i i i t ister Notic
icati comment Period Ending Date

None.

Section IV - Application Not Subject to
Federal Register Notice or Newspaper Notice

None.

*Application is subject to CRA requirements.



Type

Merger & Branch

Branch

Merger & Branch

Branch

Branch

Federal Reserve Bank of Chicago

Secti - Applications Subject to News i
Notice Only

Application

First Farmers Bank & Trust Company
Converse, Indiana
Sheridan, Indiana branch office of
NBD Bank, N.A.
to establish a branch at
322 South Main Street
Sheridan, Indiana

Cole Taylor Bank

Chicago, Illinois
111 West Washington Street
Chicago, Illinois

Omni Bank

Macomb, Illinois
Farmer State Bank of Ferris
Ferris, Illinois
1395 Buchaman Street
Carthage, Illinois

ist Source Bank

South Bend, Indiana
3905 Franklin Street
Michigan City, Indiana

Old Kent Bank

Grand Rapids, Michigan
3205 Eagle Crest N.E.
Grand Rapids, Michigan

Comment Period

Ending Date
NP - 9-22-97

NP - 10-1-97

NP - **

NP - 10-14-97

NP - 9-19-97



Federal Reserve B: f Atlanta
Applications Bulletin for Week Ending September 26, 1997

Section 1 - Applications Subject to Newspaper Notice Onl

Application Comment Period Ending Date
Alabama Exchange Bank 11-06-97*

Tuskegee, Alabama
To acquire the assets and assume the liabilities of a branch of First National Bank, Ashland,

Alabama, located at 103 S. Elm Street, Tuskegee, Alabama, pursuant to Section 18(c) of the Federal
Deposit Insurance Act.

AmSouth Bank 10-19-97*
Birmingham, Alabama

To establish a branch office located at 2020 Fieldstone Parkway, Franklin, Tennessee, pursuant to
Section 9 of the Federal Reserve Act.

Section 2 - Applications Subject to Both
Newspaper and Federal Register Notice

Application Comment Period Ending Date
Alabama National BanCorporation 10-25-97*
Birmingham, Alabama Newspaper

To merge with First American Bancorp, Decatur, Alabama, and thereby directly acquire First
American Bank, Decatur, Alabama, pursuant to Section 3(a)(5) of the Bank Holding Company Act.

Riverside Gulf Coast Banking Company Not yet available*
Cape Coral, Florida

1-BHC formation, Riverside Bank of the Gulf Coast, Cape Coral, Florida, pursuant to Section
3(a)(1) of the Bank Holding Company Act.

Community Bankshares, Inc. Not yet available*
Cornelia, Georgia

After-the-fact change in control notice by Mr. J. Alton Wingate to retain 31.17 percent of the
outstanding shares of Community Bankshares, Inc., Cornelia, Georgia, pursuant to the Change in
Bank Control Act of 1978.

Habersham Bancorp Not yet available*
Cornelia, Georgia

Change in control notice by the Arrendale Undiversified Family Limited Partnership, Baldwin,
Georgia; its general partners, Mr. Thomas A. Arrendale, III and Ms. Cynthia Bussey; and
Mr. Thomas A. Artendale, Jr.; Mr. Thomas Arrendale, IJ; and Ms. Bussey in their individual
capacities to collectively acquire 27.88 percent of the outstanding shares of Habersham Bancorp,
Cornelia, Georgia, pursuant to the Change in Bank Control Act of 1978.

*Subject to the provisions of the Community Reinvestment Act.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to
Newspaper Notice Onl

Comment Period

Application Ending Date
First Security Bank of Laurel, Laurel, Montana October 17, 1997

to establish a branch in Laurel, Montana. *
* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
Newspaper and Federal Register Notice

Comment Period

Application Ending Date
Roseau Realty Co., Inc., Roseau, Minnesota for prior approval to become October 23, 1997
a bank holding company through the acquisition of at least 74.9% of the (Federal Register)
voting shares of Citizens State Bank of Roseau, Roseau, Minnesota. *

Owen-Curtiss Financial Corporation, Rice Lake, Wisconsin for prior October 23, 1997
approval to become a bank holding company through the acquisition of (Federal Register)

100% of the voting shares of Brill Bancshares, Inc., Rice Lake,
Wisconsin. *

Winter-Park Bancshares, Inc., Cameron, Wisconsin for prior approval October 23, 1997
to acquire, indirectly through Owen-Curtiss Financial Corporation, (Federal Register)

Rice Lake, Wisconsin, 100% of the voting shares of Brill Bancshares,
Inc., Rice Lake, Wisconsin. *

First National Bank at St. James ESOP, St. James, Minnesota for October 20, 1997
retroactive and prior approval to increase its ownership to 22.59% (Federal Register)
of the voting shares of First National Agency at St. James,

St. James, Minnesota. *

Retroactive notification by Richard P. Pederson II to acquire control October 17, 1997
of 35.6% of the voting shares of Page Bank Holding Company, Page, (Federal Register)
North Dakota.

* Subject to CRA



District
Federal Reserve Bank of Cleveland
Applications and notifications filed during the week ending 9/27/97

Section I - Applications subject to newspaper notice only

Ending date of
Type Application comment period

NONE

Footnotes

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

Ending date of
Type Application comment period
NONE
Footnotes
Section III - Applications subject to Federal Register notice only
Ending date of
Type Application comment period
NONE
Footnotes
Section IV - Applications not subject to Federal Register or newspaper notice
Ending date of
Type Application comment period

NONE

Footnotes


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Peoples Financial Corp., Elderton State Bank, 3 Cleveland August 25, 1997
Inc., Ford City, PA Elderton, PA
Plainview Holding American National 3 Kansas City June 23, 1997
Company, Creighton Co.,
Pilger, NE Creighton, NE, and
American National Bank of
Creighton,
Creighton, NE
Planters & Merchants Homestead Bank, S.S.B., 3 Dallas August 14, 1997
Bancshares, Inc., College Station, TX
Heame,
TX, & Planters &
Merchants Bancshares
of Delaware, Inc.,
Wilmington, DE
Platt, Michael D., B-K Agency, Inc. Hardtner, CIBC Kansas City September 10, 1997
Hardtner, KS; Molz, KS, & The Farmers State
James L., Kiowa, KS; Bank, Hardtner, KS
Collins, David C., &
Pederson, Roland
C., both of Burlington,
OK
Popular, Inc., Hato Rey, Houston Bancorporation, 3 New York October 16, 1997
Puerto Rico Inc., Houston, TX, &
Citizens National Bank,
Houston, TX
Preimer Bancorp, Inc., Preimer Bank, Doylestown, 3 Philadelphia October 23, 1997
Doylestown, PA PA
Prillaman, Bob Maurice Independent Bancshares, CIBC Atlanta August 29, 1997
& Lillias B., Marietta, Inc., Powder Springs, GA
GA
Proffitt, Richard Todd, Tennessee State CIBC Atlanta August 5, 1997
Pigeon Forge, TN Bancshares, Inc., Pigeon
Forge, TN (formerly
Gatlinburg, TN), and
Tennessee State Bank,
Gatlinburg, TN
Progress Bancshares, Progress Bank of Sullivan, 3 St. Louis August 8, 1997

Inc., Sullivan, MO

Sullivan, MO, a
de novo bank



H.2
September 21, 1997 to September 27, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Page 7

Cleveland

Ohio Central, Dublin, Ohio -- report on competitive factors of the proposed merger
with the Ohio Central Federal Credit Union.
- Submitted, September 26, 1997

St. Louis

Peoples Bank and Trust Company, Mountain Home, Arkansas -- report on
competitive factors of the proposed purchase of certain assets and assumption of

certain liabilities of the Bull Shoals, branch of NationsBank, N.A., Charlotte, North
Carolina.

- Submitted, September 24, 1997

Cleveland

PNC Bank, N.A., Pittsburgh, Pennsylvania -- report on competitive factors of the
proposed merger with PNC Bank, New York, N.A., Warren, Pennsylvania.
- Submitted, September 24, 1997

PNC Bank, N.A., Pittsburgh, Pennsylvania -- report on competitive factors of the
proposed merger with PNC Mortgage Bank, N.A.

|
Cleveland
- Submitted, September 26, 1997

| Cleveland

PNC Bank, Ohio, N.A., Cincinnati, Ohio, PNC Bank, Kentucky, N.A., Louisville,
| Kentucky, and PNC Bank, Indiana, Inc., New Albany, Indiana -- report on

competitive factors of the proposed merger with PNC Bank, N.A., Pittsburgh,
Pennsylvania.

- Submitted, September 26, 1997

Philadelphia

Quakertown National Bank, Quakertown, Pennsylvania -- report on competitive
| factors of the proposed purchase of assets and assumption of liabilities of the
Quakertown branch of First Lehigh Bank, Walnutport, Pennsylvania.
| - Submitted, September 22, 1997

Atlanta

Sabina Bank, Sabina, Ohio -- report on competitive factors of the Proposed merger
with PFBI Interim Bank, Portsmouth, Ohio.
- Submitted, September 26, 1997



Le

RESERVE BANK APPLICATIONS BULLETIN For week ending September 26, 1997

FEDERAL RESERVE BANK OF ST. LOUIS
TI = AT. TT Ne
A pplicati Endof C Period

* Section 9 branch notification by McIlroy Bank
& Trust, Fayetteville, Arkansas, to establish a

branch at Center Street, Elkins, Arkansas. 10-18-97
Et I - L T B P)
REGISTER NOTICE
Application End of Comment Period

* Section 3(a)(1) notification by Community

Bancshares of West Plains, Inc., West Plains, Missouri,

to acquire Community First National Bank of West

Plains, West Plains, Missouri. Federal Register: 10-24-97

* Section 3(a)(3) notification by Security State

Bancshares, Inc., Charleston, Missouri, to acquire

Merchants and Planters Bank of Hornersville,

Hornersville, Missouri. Newspaper: 10-30-97

* Section 3(a)(5) notification by Mercantile Bancorp,
Inc., Quincy, Illinois, to merge with Golden
Bancshares, Inc., Golden, Illinois. Newspaper: 10-24-97

* Section 3(a)(3) notification by First Citizens Bancshares,
Inc., Dyersburg, Tennessee, to acquire Bank of Troy,

Troy, Tennessee. Newspaper: 10-27-97
- APP! D) E
licati End of C Period
None.
TON IV - IN a
OR NEWSPAPER NOTICE
Jicati End of C Period

Section 3(a)(5)(c) notification by Little Rock
Bancshares, Inc., Little Rock, Arkansas, to acquire
Bank of Little Rock, Little Rock, Arkansas. N/A

* This notification is subject to CRA.


Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or
the Board.

Federal Reserve Bank of Boston
Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA.
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia .
Michaet E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland
Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta
Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago
Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco
Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding
Companies; Change in Bank Control

Notices Filed since the H.2A dated September 26, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817()), Regulation Y (12
CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the
Board.

Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Amador Merger Citizens Bank of Las 3 Dallas October 31, 1997
Corporation, Las Cruces, Las Cruces, NM
Cruces, NM
Boston Private Bancorp, Westfield Capital 4 Boston October 21, 1997
Inc., Boston, MA. Management Company,

Inc., Boston, MA, financial

investment advisory

activities (b)(6)
Canisteo Valley First State Bank, Canisteo, 3 New York October 30, 1997
Corporation, Canisteo, NY
NY

r Capitol Bancorp, Ltd., Muskegon Commerce 3 Chicago October 31, 1997

Lansing, MI Bank, Muskegon, MI
Cashin, Stuart A., Jr., Embry Bankshares, Inc., CIBC Atlanta October 21, 1997
Duluth, GA Duluth, GA & Embry

National Bank,

Larenceville, GA.



Applicant or notificant Acquiree or activity Section of law “Reserve Bank End of comment period
First Citizens Bank of Troy, Troy, TN 3 St. Louis October 30, 1997
Bancshares, Inc.,
Dyersburg, TN
Frame, Chark S. & Premier Bancorp, Inc., CIBC Philadelphia October 22, 1997
David C., Doylestown, Doylestown, PA & Premier
PA Bank, Doylestown, PA
Great Southern Capital Great Southern Capital 3 Atlanta October 30, 1997
Corporation Employee Corporation, Meridian, MS,
Stock Ownership Trust, & Great Southern National
Meridian, MS Bank, Meridian, MS
Greater Bay Bancorp, Peninsula Bank of 3 San Francisco October 31, 1997
Palo Alto, CA Commerce, Millbrae, CA
Hazard, Charles Boston Private Bancorp, CIBC Boston October 15, 1997
Michael, Boston, MA. Inc., Boston, MA & Boston
CORRECTION Private Bank & Trust

Company, Boston, MA

CORRECTION
Heritage Financial Heritage Savings Bank, 3 San Francisco October 31, 1997
Corporation, Olympia, Olympia, WA.
WA
Landen, Michael P., Security National CIBC. Kansas City October 22, 1997
Dallas, TX Corporation, Omaha, NE &

Security National Bank of

Omaha, Omaha, NE
Midland Bancshares, The Midland Community 3 Chicago October 31, 1997
Inc., Kincaid, IL Bank, Kincaid, IL
Pederson, Richard Paul Page Bank Holding CIBC Minneapolis October 17, 1997
Il, Page, ND Company, Page, ND, &

Page State Bank, Page, ND
Premier Bancshares, Citizens Gwinnett 3 Atlanta October 31, 1997
inc., Atlanta, GA Bankshares, Inc., Duluth,

GA & Citizens Bank of

Gwinnett, Duluth, GA
TCA Financial Trust Company of America, 3 Kansas City October 31, 1997
Corporation, Boulder, CO

Englewood, CO



Federal Reserve Bank of Chicago

ion IL = Applications Subject to Both Ni i Federal

Register Noti d
Comment Period
3(a)(3) FBOP Corporation* FR - 10-2-97
Oak Park, Illinois NP - 9-21-97
First Capital Bank of Arizona
Phoenix, Arizona
CoC-HC Tabor Enterprises, Inc. FR - 10-1-97
Tabor, Iowa NP - 9-24-97

By J. Randel Smith, Jerry A. Jobe
and Grant R. Schaaf

3(a)(1) & Washington Bancorp* FR - 10-23-97
4(c((8) Washington, Iowa NP - *#*
Rubio Savings Bank of Brighton
Brighton, Iowa
Washington Federal Savings Bank
Washington, Iowa

3(a)(1) Fisher Bancorp, Inc. * FR - 10-24-97
Fisher, Illinois NP - **
Fisher National Bank

Fisher, Illinois



H.2 Page 4
September 21, 1997 to September 27, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK MERGERS

Richmond
First Virginia Bank-Clinch Valley, Richlands, Virginia -- to merge with Premier
Bank, National Association, Tazewell, Virginia.
- Approved, September 23, 1997

Richmond
First Virginia Bank-Mountain Empire, Damascus, Virginia -- to merge with Premier
Bank-Central, N.A., Honaker, Virginia.
- Approved, September 23, 1997

BANKS, STATE MEMBER

Atlanta
Amtrade International Bank of Georgia, Atlanta, Georgia -- request for waiver to
make payment of a dividend.
- Granted, September 24, 1997

San Francisco
Eldorado Bank, Tustin, California -- payment of a dividend.
- Approved, September 25, 1997

CHANGE IN BANK CONTROL

Atlanta
East Ridge Bancshares, Inc., Chattanooga, Tennessee -- change in bank control.
- Permitted, September 26, 1997

COMPETITIVE FACTORS REPORTS -

Richmond
Adams National Bank, Washington, D.C. -- report on competitive factors of the
proposed merger with The Bank of Northern Virginia, Arlington, Virginia.
- Submitted, September 22, 1997

Cleveland
Bank of Maysville, Maysville, Kentucky -- report on competitive factors of the
proposed purchase of the assets and assumption of the liabilities of the Maysville,
Kentucky, branch of Fifth Third Bank of Kentucky, Inc., Louisville, Kentucky.
- Submitted, September 26, 1997


H2 Page 3
September 21, 1997 to September 27, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Atlanta

Landmark Bancorp, Inc., Margate, Florida -- to acquire Sunniland Bank, Fort
Lauderdale, Florida.
- Approved, September 24, 1997

New York

North Fork Bancorporation, Inc., Melville, New York -- to acquire Branford Savings
Bank, Branford, New York.
- Approved, September 25, 1997

San Francisco

Olympic Bancorp, Inc., Port Orchard, Washington -- to acquire Kitsap Bank.
- Approved, September 25, 1997

Atlanta
Rockdale National Bankshares, Inc., Conyers, Georgia -- to acquire Rockdale

National Bank.
- Approved, September 22, 1997

San Francisco

Saehan Bancorp, Los Angeles, California -- to acquire Saehan Bank.
- Approved, September 24, 1997

New York

Suez Lyonnaise des Eaux, Paris, France; Societe Generale de Belgique, Brussels,
Belgium; and Generale de Banque -- to acquire Harbor Capital Management, Inc.,
Boston, Massachusetts, and engage in investment advisory activities, investment
transactions as principal, and providing management and private placement services.
- Permitted, September 26, 1997

Chicago

Verona Bancshares Limited, Verona, Wisconsin -- to acquire Bank of Verona.
- Returned, September 25, 1997

San Francisco

Zions Bancorporation, Salt Lake City, Utah, and Val Cor Bancorporation, Inc.,
Cortez, Colorado -- request for waiver of application to acquire Sky Valley Bank
Corp., Altamosa, California.

- Granted, September 23, 1997



Section V - Availability of CRA public evaluations

Description of the CRA Goal against which institutions are evaluated, the four performance levels, and the
institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which it has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

The federal bank regulators use the following four performance levels to rate an institution’s performance under
CRA.:

Outstanding

Satisfactory

Needs to Improve
Substantial noncompliance

RSSD Examination CRA CRA
number Institution/ Location date public date rating
213912 The Apple Creek Banking Company W21/97 9/23/97 Outstanding
3 West Main Street
P.O. Box 237

Apple Creek, OH 44606-0237

Footnotes


H.2 ; Page 6
September 21, 1997 to September 27, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

St. Louis

Mercantile Bank of North Central Missouri, Macon, Missouri -- report on
competitive factors of the proposed purchase of assets and assumption of the
liabilities of eight branches of Roosevelt Bank, Chesterfield, Missouri.

- Submitted, September 23, 1997

St. Louis

Mercantile Bank of Western Missouri, Joplin, Missouri -- report on competitive
factors of the proposed purchase of the assets and assumption of the liabilities of
four branches of Roosevelt Bank, Chesterfield, Missouri.

- Submitted, September 23, 1997

Cleveland

Mercantile Savings Bank, Cincinnati, Ohio -- report on competitive factors of the
proposed merger with The Mercantile Interim Savings Bank.
- Submitted, September 26, 1997

Minneapolis
New Cherokee State Bank, St. Paul, Minnesota -- report on competitive factors of

the proposed merger with Cherokee State Bank of St. Paul.
- Submitted, September 24, 1997

Minneapolis
New Home State Bank, Kandiyohi, Minnesota -- report on competitive factors of the

proposed merger with Home State Bank.
- Approved, September 22, 1997

New York

North Fork Bancorporation, Inc., Melville, New York -- report on competitive
factors of the merger of the yet-to-be formed Interim Connecticut Savings Bank with
Branford Savings Bank, Branford, Connecticut.

- Submitted, September 25, 1997

Minneapolis
Norwest Bank Montana, National Association, Billings, Montana -- report on
competitive factors of the proposed purchase of the assets and assumption of the

liabilities of two branches of American Bank.
- Submitted, September 24, 1997


Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending September 26, 1997

ection 10 - Availabilit Public Evaluations

The CRA public evaluations of the insured depository institutions listed below became available
during this week. Information about an institution's CRA evaluation may be obtained directly from
the institution. In connection with the assessment of an institution's CRA performance, a rating is
assigned from the following groups:

Qutstanding record of meeting community credit needs: An institution has an outstanding record
of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record
of ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs: An institution needs to improve
its overall record of ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Substantial noncompliance in meeting community credit needs: An institution has a
substantially deficient record of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.

Bank CRA Rating Examination Date
First Central Bank Outstanding 06-16-97
Post Office Box 41250

St. Petersburg, Florida 33743
(813) 347-0197



Federal Reserve Release

2

Actions of the Board, Its Staff,
and the Federal Reserve Banks:

Applications and Reports Received

No. 39
Week Ending September 27, 1997

Board of Governors of the Federal Reserve System, Washington, DC 20551


Section of law -Reserve Bank

Applicant or notificant

Acquiree or activity

End of comment period

Albrecht Financial
Services, Inc., Norwalk,
[A

Arrendale Undiversified
Family Limited
Partnership(2), Baldwin,
GA

CONTINUED
Cynthia Bussey, in their
individual capacities

Arrendale Undiversified
Family Ltd.
Partnership(1), Baldwin,
GA; its general partners,
Thomas A. Arrendale,
Ill, Gainsville, GA;
Cynthia Bussey,
Altanta, GA; & Thomas
A. Arrendale, Jr.,
Clarkesville, GA;
Thomas A. Arrendale,
HI, &

CONTINUED

Banco Bilbao Vizcaya,
S.A.,
Bilbao, Spain

Bank Capital
Corporation, Strasburg,
co

Bank of New York
Company, Inc.,
‘New York, NY

Heartland Bankshares, Inc.,
Madrid, IA & City State
Bank, Grimes, [A

Habersham Bancorp,
Cornelia, GA, &
Habersham Bank,
Clarkesville, GA
CONTINUED

BBV LatInvest Securities
Inc.,

New York, NY,

securities activities (b)(1),
(b)(4), (b)(15), and (6)(16)

Guaranty Corporation,
Denver, CO

State Street Boston
Corporation,

Boston, MA;

State Street Bank and Trust
Company,

Boston, MA

trust, securities and data
processing activities (b)(3),
(b)(4), and (6)(7)

3

CIBC

CIBC

4

3 and4

Chicago

Atlanta

Atlanta

New York

Kansas City

New York

October 9, 1997

October 16, 1997

October 16, 1997

March 4, 1997

September 26, 1997

March 14, 1997


H.2 Additions/Corrections

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK BRANCHES, DOMESTIC

New York

Summit Bank, Hackensack, New Jersey -- to establish a branch at the Pathmark
Supermarkets at 489 East 30th Street, Paterson; Plaza 46, Route West, West
Paterson; and at the Shop Rite Supermarkets at Route 45 and Parkville Station Road,
West Depford; and at 1224 Blackwook-Clementon Road, Clementon, New Jersey.

- Approved, September 19, 1997

BANK HOLDING COMPANIES

Chicago
First of America Bank Corporation, Kalamazoo, Michigan -- to enter into a limited
partnership agreement with SunAmerica Affordable Housing Partners, Carson City,
Nevada.
- Permitted, September 11, 1997

Cleveland

F.N.B. Corporation, Hermitage, Pennsylvania -- to acquire Indian Rocks State Bank,
Largo, Florida.
- Approved, September 5, 1997

MEMBERSHIP

Chicago
American Midwest Bank & Trust, Melrose, Park, Illinois -- to withdraw from

membership in the Federal Reserve System.
- Approved, September 12, 1997

San Francisco

Bank of Commerce, San Diego, California -- to become a member of the Federal
Reserve System.
- Approved, September 1, 1997


H.2 Page 8
September 21, 1997 to September 27, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

EXTENSIONS OF TIME

Richmond
Bank of Mecklenburg, Charlotte, North Carolina -- extension to November 2, 1997,
to become a member of the Federal Reserve System.
- Granted, September 25, 1997

Cleveland
Cortland Savings and Banking Company, Cortland, Ohio -- extension to October 24,
1998, to establish a branch at the intersection of Routes 44 and 82, Mantua, Ohio.
- Granted, September 24, 1997

Atlanta
East Coast Bank Employee Stock Ownership Plan Trust, Ormond Beach, Florida --
to acquire shares of East Coast Bank Corporation.
- Approved, September 24, 1997

San Francisco
GB Bancorporation, San Diego, California -- extension to December 18, 1997, to
acquire shares of Pacific Commerce Bank, Chula Vista, and Rancho Vista National
Bank, Vista, California.
- Granted, September 22, 1997

Philadelphia
Pennsylvania State Bank, Camp Hill, Pennsylvania -- extension to October 15,
1998, to establish a branch at lots 4 and 5 of the Subdivision Plan of AMP, Inc.
Cumberland Parkway, Mechanicsburg, Pennsylvania.
- Granted, September 24, 1997



Applicant or notificant Acquiree or activity

Olympian New York Olympian Bank, Brooklyn,
Corporation, Brooklyn, NY
NY

Olympic Bancorp, Port Kitsap Bank, Port Orchard,

Orchard; WA. WA

One Valley Bancorp, One Valley Bank-Central

Inc., Charleston, WV Virginia, N.A., Lynchburg,
VA

P.C.B. Bancorp, Inc., Anchor Savings Bank,

Largo, FL F.S.B., St. Petersburg, FL

operating a savings
association (b)(4)

Paradigm First National Bank of

Bancorporation, Inc., Dayton, Dayton, TX

Houston, TX &

Paradigm Delaware

Bancorporation, Inc.,

Dover, DE

Penns Wood Bancorp, Columbia Financial

Inc., Williamsport, PA Corporation, Bloomsburg,
PA & First Columbia Bank
& Trust Company,
Bloomsburg, PA

Peoples Bancorp, Inc., Gateway Bancorp, Inc.,

Marietta, OH Catlettsburg, KY, and
Catlettsburg Federal
Savings Bank, Catlettsburg,
KY operating a savings
association (b)(4)(ii)

Peoples Bancorporation, Peoples Investment

Inc., Cuba, MO Corporation, Cuba, MO &

Peoples Bank, Cuba, MO.

Peoples Commercial Bank of Commerce,

Bancorp, Inc., Stilwell, Stilwell, OK & Peoples
OK Bank, Westville, OK
Peoples Community Farmers Bank of Malone,
Bancshares, Inc., Malone, FL

Colquitt,

GA

3

‘New York

San Francisco

Richmond

Atlanta

Dallas

Philadelphia

Cleveland

St. Louis

Kansas City

Atlanta

Section of law -Reserve Bank

End of comment period

October 9, 1997

September 19, 1997

October 9, 1997

August 8, 1997

October 3, 1997

October 20, 1997

August 1, 1997

October 17, 1997

September 26, 1997

August 11, 1997


Federal Reserve Bank of Dallas

Section V - Publicly available CRA evaluations

Description of the CRA goal against which institutions are evaluated, the four performance levels, and the
institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which is has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

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

Outstanding
Satisfactory
Needs to improve
Substantial noncompliance
RSSD Examination CRA CRA
number Institution/ Location date public date rating
723653 Western Bank 97/06/09 97/09/15 *Outstanding
140 E. Motel Avenue
P. O. Box 490
Lordsburg, NM 88045
1017658 Texas State Bank 97/05/12 97/08/25 *Outstanding

P. O. Box 4797
3900 N. 10th Street
McAllen, TX 78501

* Revised - the CRA ratings for these institutions were previously reported incorrectly.

Section VI - CRA examinations scheduled Quarter of
Institution Location
*N/A

* Not Available.


Federal Reserve Bank of Chicago

Section V - Availability of CRA Public Evaluations

The following state member banks have been examined by the Federal Reserve Bank of Chicago for compliance
with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed during the
week ending September 26, 1997. If you are interested in obtaining a copy of the evaluation document, please
contact the bank(s) directly.

nti is f Ratin:

O- An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

S- An institution in this group has a satisfactory record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

NI - An institution in this group has a needs to improve its overail record of ascertaining
and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilities.

SN - An institution in this group has a substantial noncompliance record of ascertaining
and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilities.

BANK NAME/LOCATION EXAMINATION DATE RATINGS
First State Bank of Porter 6/09/97 ie)
230 Lincoln Street

Porter, Indiana 46304-1847
(219) 926-2136
RSSD #87047



Applicant or notificant

Acquiree or activity

Section of law

-Reserve Bank

End of comment period

Barnett Banks, Inc.(2),
Jacksonville, FL; First
Union Corp., Charlotte,
NC; First Virginia
Banks, Inc., Falls
Church, VA; Jefferson
Bankshares, Inc.,
Charlottesville, VA;
NationsBank Corp.,
Charlotte, NC; Riggs
Nat'l Corp.,
Washington, D.C.;
CONTINUED

Barnett Banks, Inc.(3),
Jacksonville, FL; Signet
Banking Corp.
Richmond, VA;
SunTrust banks, Inc.,
Atlanta, GA; Synovus
Financial Corp.,
Columbus, GA, &
Wachovia Corporation,
Winston-Salem, NC

Barnett Banks, Inc.,
Jacksonville, FL;
Crestar Financial Cor.,
Richmond, VA; First
Union Corp. Charlotte,
NC; NationsBank
Corp., Charlotte, NC;
Southern National Corp.,
Winston-Salem, NC;
and Wachovia Corp.,
Winston-Salem, NC

Boston Private Bancorp,
Inc., Boston, MA

Bradley Investments,
L.L.L.P., Golden, CO,
Bradley, LeoN.,
Golden, CO, Bradley,
Susan Q., Denver, CO,
and Bradley, Jeffrey N.,
Denver, CO

HONOR Technologies, Inc.

Maitland, FL

data processing and
electronic funds transfer
services, (b)(7)

Card Alert Services, Inc.
Arlington, VA
providing debit card
securities services (b)(7)

Westfield Capital
Management Company,
Inc., Boston, MA, in
financial & investment
advisory activities (b)(6)

Evergreen Bancorporation,
Evergreen, CO &
Evergreen National Bank,
Evergreen, CO

CIBC

Richmond

Richmond

Richmond

Boston

Kansas City

September 3, 1997

September 3, 1997

March 27, 1997

October 14, 1997

October 10, 1997


Type

NONE

ROS

ROS

Federal Reserve Bank of Chicago

tion HI - ications Subj. Federal iste:
Notice Only

Comment Period
Applicati din; te

Section IV - Applications Not Subject to Federal Register or Newspaper Notice
Application

Tabor Enterprises, Inc.
Tabor, Iowa
To redeem 5,200 shares or 52% of the common stock

Bankers Trust Company
Des Moines, Iowa
To redeem $2 million of noncumulative perpetual preferred stock.



Applicant or notificant

Acquiree or activity Section of law _ Reserve Bank End of comment period
Young, Susan Aileen, C.S.B. Co., Cozad, NE, and = CIBC Kansas City August 5, 1997
Chicago, IL Cozad State Bank & Trust

Company, Cozad, NE, and

First National Bank of

Chadron, Chardron, NE
Zions Bancorporation, GB Bancorporation, San 3 San Francisco September 22, 1997
Salt Lake City, UT Diego, CA & Grossmont

Bank, San Diego, CA;

Rancho Vista National

Bank, Vista, CA & Pacific

Commerce Bank, Chula

Vista, CA
Zions Bancorporation, GB Bancorporation, San 3 San Francisco September 15, 1997
Salt Lake City, UT Diego, CA, & Grossmont

Bank, San Diego, CA



H.2 Page 5
September 21, 1997 to September 27, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

San Francisco

Bank of Yorba Linda, Yorba Linda, California -- report on competitive factors of the
proposed merger with BYL Merger Corporation.
- Submitted, September 22, 1997

Dallas

First Bank of Deer Park, Deer Park, Texas -- report on competitive factors of the
_ proposed merger with Bayshore Acquisition Corporation, La Porte, Texas.
- Submitted, September 22, 1997

Richmond

First National Bank and Trust Company, Asheboro, North Carolina -- report on
competitive factors of the proposed merger with Home Savings Bank of Siler City,
Inc., SSB, Siler City, North Carolina.

- Submitted, September 22, 1997

Secretary

First National Bank of Northern California, Daly City, California -- report on
competitive factors of the proposed acquisition of assets and assumption of liabilities
of the Pescadero, branch of Bank of America National Trust & Savings Association,
San Francisco, California.

- Submitted, September 25, 1997

Cleveland

First National Bank of Sycamore, Sycamore, Ohio -- report on competitive factors of
the proposed acquisition of certain assets and assumption of certain liabilities of the
New Riegel, Ohio, branch of the Fifth Third Bank of Northwestern Ohio, N.A.,
Toledo, Ohio.

- Submitted, September 24, 1997

Secretary
First Security Bank of Wyoming, Rock Springs, Wyoming -- report on competitive
factors of the proposed merger with First Security Bank, N.A., Ogden, Utah.
- Submitted, September 26, 1997

San Francisco

Girard Savings Bank, F.S.B., Beverly Hills, California -- report on competitive
factors of the proposed merger with First Bank of Beverly Hills, F.S.B.
- Submitted, September 23, 1997


Federal Reserve Bank of Richmond

Week ending September 26, 1997

finiti £ Rati

Outstanding record of meeting community credit needs.
An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner con-
sistent with its resources and capabilities.

Satisfactory record of meeting community credit needs.
An institution in this group has a satisfactory record of ascertaining and
helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.

Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record of ascer-
taining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient record of ascer-

taining and helping to meet the credit needs of its entire delineated community,

including low- and moderate-income neighborhoods, in a manner consistent with
its resources and capabilities.

RSSD Examination
Number Name_of Bank ——Date__ Rating

None.



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Mid America Banking Pulaski Bancshares, Inc., 3 St. Louis October 27, 1997
Corporation, Columbia, Dixon, MO & State Bank
MO of Dixon, Dixon, MO
Mid America Mortgage Mid America Banking 3 St. Louis October 27, 1997
Services, Inc., Corporation, Columbia,
Columbia, MO; Mid MO, & Pulaski Bancshares,
America Mortgage Inc., Dixon, MO, & State
Services of St. Louis, Bank of Dixon,
Inc., St. Louis, MO; Dixon, MO
Mid America Mortgage
Services of Springfield,
Inc.,
Springfield, MO
MidSouth Bancorp, MidSouth Bancorp, Inc., CIBC Atlanta September 30, 1997
Inc., ESOP, Lafayette, Lafayette, LA & MidSouth
LA National Bank, Lafayette,
LA
Midwest Community The Bank of Marion, 3 St. Louis September 2, 1997
Bancshares, Inc., Marion, IL
Marion, IL
Mutual Bancorp of the Trust Company of the 4 Boston October 10, 1997
Berkshires, Inc., Berkshires, N.A., Pittsfield,
Pittsfield, MA MA, perfomring trust
company functions (b)(5)
Mutual Bancorp of the Pittsfield Central 4 Boston October 10, 1997
Berkshires, Inc., Development Company,
Pittsfield, MA LLC., Pittsfield, MA,
community development
activities (b)(12)
Mutual Bancorp of the Lee National Banc Corp., 3 Boston September 19, 1997
Berkshires, Inc., Lee, MA, & First National
Pittsfield, MA Bank of the Berkshires,
Lee, MA & City Savings
Bank of Pittsfield,
Pittsfield, MA
Myers, Judy Noe, Rusk County Bancshares, CIBC Dallas September 24, 1997
Dallas, TX Inc., Henderson, TX &
Peoples State Bank,

Henderson, TX



Applicant or notificant © Acquire or activity Section oflaw Reserve Bank End of comment period
Trustbank Financial Trust Bank of Colorado, 3 Kansas City October 20, 1997
Corporation, Denver, Denver, CO
co
U.S. Bancorp, Zappco, Inc., St. Cloud, 3and4 Minneapolis October 24, 1997
Minneapolis, MN MN & The First National

Bank of Little Falls, Little

Falls, MN; Melrose State

Bank, Melrose, MN; &

Zapp National Bank of St.

Cloud, St. Cloud, MN &

Zapp Data, Inc., St. Cloud,

MN, providing data

processing services (b)(14)
Union Planters Capital Bancorp, Miami, 3 St. Louis October 3, 1997
Corporation, Memphis, FL & Capital Bank, Miami,
TN FL
UST Corp. Boston, MA Firestone Financial Corp., 4 Boston September 5, 1997
CORRECTION Newton, MA in installment

loan and lease financing

activities to commercial

customer (b)(1) & (b)(3)
UST Corp., Boston, MA Firestone Financial Corp., 4 Atlanta September 15, 1997

Newton, MA in installment

loan & lease financing

activities to commercial

customers (b)(1) & (b)(3)
Vail Banks, Inc., Vail, Cedaredge Financial 3 Kansas City October 6, 1997
co Services, Inc., Cedaredge,

co
Voorhees, Steven L., Harvard State Company, CIBC Kansas City September 29, 1997
Harvard, NE Harvard, NE & Harvard

State Bank, Harvard, NE
Wachovia Corporation, Ist United Bancorp, Boca 3 Richmond September 15, 1997

Winston-Salem, NC

Raton, FL, & First United
Bank, Boca Raton, FL, &
United Bancorp's
subsidiary, Island
Investment Service, Inc.,
Palm Beach, FL in
securities brokerage

activities (b)(7\(i)



Federal Reserve Bank of Kansas City Week Ending September 26, 1997
SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

APPLICATION COMMENT PERIOD ENDING DATE

Citizens Bank, Lawton, Oklahoma, for prior approval Not Available
to merge with First Commercial Bank,S.S.B.,
Lawton, Oklahoma; and establish additional branches.

Eaton Bank, Eaton, Colorado, for prior approval to August 11, 1997
establish a branch at 930 11th Avenue and 1025 10th
Street, Greeley, Colorado.

SECTION II - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE
APPLICATION COMMENT PERIOD ENDING DATE
Leo N. Bradley, Golden, Colorado, Susan Q. Bradley, October 10, 1997

Jeffrey N. Bradley, both of Denver, Colorado; and
Bradley Investments, L.L.L.P., Golden, Colorado, to
retain control of Evergreen Bancorporation, Evergreen,
Colorado.

John F. Davis, and Carman L. Davis, both of Concordia, October 15, 1997
Kansas, for prior approval to acquire .82 percent, for a

total of 11.09 percent of the voting shares of Tri-County

Bancshares, Inc., Linn, Kansas; and thereby indirectly

acquire Tri-County National Bank, Washington, Kansas.*

Trustbank Financial Corporation, Denver, Colorado, for October 20, 1997
prior approval to become a bank holding company

through the acquisition of 100 percent of the voting

shares of Trust Bank of Colorado, Denver, Colorado.*

Community Bancshares, Inc., Denver, Colorado, for October 20, 1997
prior approval to acquire up to 90 percent of the voting

shares of Dove Creek State Bank, Dove Creek,

Colorado.*

CSB Bancshares, Inc., Ellsworth, Kansas, to acquire October 23, 1997
5.92 percent of the voting shares of Wilson Bancshares

Inc., Wilson, Kansas; and thereby indirectly acquire

Wilson State Bank, Wilson, Kansas.*



TION Il - ATION; REGISTER

APPLICATION COMMENT PERIOD ENDING DATE

None.
TION IV - APPLICATI! T ERAL REGISTER NOTI!
OR NEWSPAPER NOTICE
APPLICATION

None.



Applicant or notificant © Acquiree or activity Section oflaw Reserve Bank End of comment period
FSB Bancorp, MHC, Franklin Savings Bank, 3 Boston August 28, 1997
and FSB Bancorp, both Farmington, ME
of Farmington, ME
George Washington, George Washington 3 Chicago October 6, 1997
Bancorp, Inc., Oak Savings Bank, Oak Lawn,
Lawn, IL IL
Gilinski, Jaime, Santafe Eagle National Holding CIBC Atlanta October 1, 1997
de Bogota, Columbia Company, Inc., Miami, FL
Gold Banc Corporation, Farmers Bancshares of 3 Kansas City August 21, 1997
Inc., Leawood, KS Oberlin, Inc., Oberlin, KS,
and Farmers National Bank,
Oberlin, KS
Greenblatt, Leon A., III, Home Financial Bancorp, CIBC Chicago July 9, 1997
and Chiplease, Inc., Spencer, IN, and Owen
both of Chicago, IL Community Bank, S.B.,
Spencer, IN
Greer, Elmo, Cumberland Valiey CIBC Cleveland May 23, 1997
East Bemstadt, KY Financial Company,
London, KY
Grell, Steven; Bovee Albert City Bankshares, CIBC Chicago August 29, 1997
Investment Trust, Inc., Albert City, LA &
Bovee, Michael R., Albert City Savings Bank,
Trustee; Tamisiea, Albert City, IA & The
Bruce; Nystrom, Bruce; Citizens State Bank,
Grave, Gary; Cotton, Marathon, IA
John M.; & Hultgren,
David M.; all of
Spencer, IA, acting in
concert
Griffin Investment, L.P. Griffin Bancshares, Inc., 3 Kansas City October 16, 1997
& Griffin General Cameron, MO & Pony
Partner, Inc., both of Express Bank, Braymer,
Cameron, MO MO
Harbor, Lacy J., Marble Falls National CIBC Dallas September 4, 1997
Denison, TX Bancshares, Inc., Marble

Falls, TX, & Marble Falls
National Bank, Marble
Falls, TX



Federal Reserve Bank of Chicago

ion I - sas .

Type Application
Branch Old Kent Bank
Grand Rapids, Michigan

8235 Holly Road
Grand Blanc, Michigan

Branch Old Kent Bank
Grand Rapids, Michigan
at the intersection of Lake Lansing Road
and Coolidge Avenue
East Lansing, Michigan

NP - Newspaper

FR - Federal Register
* - Subject to Provisions of Community Reinvestment Act

** - Not available at this time

Comment Period

Ending Date

NP - 9-19-97

NP - 9-20-97


Leake Family
Partnership, L.P.,
Jackson,

MS

Lexington B & L
Financial Corp.,
Lexington,

MO

Lloyds TSB Group

PLC, and Lioyds Bank
PLC,

both of London, England

Mahaska investment
Company, Oskaloosa,
TA

MainStreet BankGroup
Incorporated,
Martinsville, VA

Marengo Bancshares,
Inc., Marengo, IL

Mercantile Bancorp,
Inc., Quincy, Illinois,
Quincy, IL

Mercantile Bank
Corporation, Grand
Rapids, MI

Applicant or notificant Acquiree or activity

Section oflaw Reserve Bank

Citizens Capital CIBC Atlanta
Corporation, Magee, MS,

and

Citizens State Bank,

Magee, MS

Lafayette Bancshares, Inc., 3 and4
Lexington, MO, and

Lafayette

County Bank of
Lexington/Wellington,

Lexington, MO; and B & L

Bank, Lexington, MO

operating a savings

association (b)(4)

Kansas City

TAI Holdings Iac., 4
Investment Advisers, Inc.,
Minneapolis, MN, trust

services (b)(3); investment
advisory services (b)(4);
full-service brokerage

(6)(15); foreign exchange
execution & advisory

services, and other advisory

& administrative services

New York

Pefla State Bank, Pella, 1A 3 Chicago

Commerce Bank 3
Corporation, College Park,
MD

Richmond

Prairie State Bank, 3 Chicago
Marengo, IL

Golden Bancshares, Inc., 3
Golden, IL & Golden State
Bank, Golden, IL & Brown
County State Bank, Mount
Sterling, IL.

St. Louis

Mercantile Bank of West 3 Chicago
Michigan, Grand Rapids,
MI

End of comment period

July 23, 1997

August 4, 1997

March 26, 1997

September [2, 1997

October 6, 1997

October 2, 1997

October 27, 1997

October 9, 1997


Wachovia Corporation,
Winston-Salem, NC

Warwick Community
Bancorp, Inc., Warwick,
NY

Washington Bancorp,
Washington, IA

Wingate, J. Alton,
Cornelia, GA

Winter-Park
Bancshares, Inc.,
Cameron, WI

Yaeger, Marion P.,
Trust, Grand Rapids, MI

Young, David E.,
Chattanooga, TN

Section of law

Reserve Bank

End of comment period

Central Fidelity Banks, 3 and4
Inc., & Central Fidelity

National Bank, Richmond,

VA; Central Fidelity

Insurance Agency,

Inc., Richmond, VA acting

as an agent or broker in the

sale of credit related

insurance (b)(11)

Warwick Savings Bank, 3
Warwick, NY

Rubio Savings Bank of 3 and4
Brighton, Brighton, IA &

Washington Federal

Savings Bank, operating a

savings association (b)(11)

Community Bankshares, CIBC
Inc., Cornelia, GA, &

Community Bank & Trust-

Jackson, Commerce,

GA; Community Bank &
Trust-Troup, LaGrange,

GA, & Community Bank &
Trust-Alabama, Union

Springs, AL

Owen-Curtiss Financial 3
Corporation, Rice Lake, WI

& Brill Bancshares, Inc.,

Rice Lake, WI & Brill State
Bank, Brill, WI

Litchfield Bancshares CIBC
Company, Litchfield, IL &

Litchfield National Bank,

Litchfield, IL

East Ridge CIBC
Bancshares, Inc., East

Ridge, TN, and Bank of

East Ridge, East Ridge, TN

Richmond

‘New York

Chicago

Atlanta

Minneapolis

St. Louis

Atlanta

September 26, 1997

October 24, 1997

October 23, 1997

October 16, 1997

October 23, 1997

September 26, 1997

July 22, 1997


H.2
September 21, 1997 to September 27, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Abbreviations: BS&R - Banking Supervision and Regulation, C&CA - Consumer and Community
Affairs, FOMC - Federal Open Market Committee; RBOPS - Reserve Bank Operations and Payment
Systems; IF - International Finance; OSDM - Office of Staff Director for Management

BANK BRANCHES, DOMESTIC

New York

Marine Midland Bank, Buffalo, New York -- to establish a branch at 5515 8th
Avenue, Brooklyn, New York.
- Approved, September 26, 1997

Minneapolis

Ronan State Bank, Ronan, Montana -- to establish a branch in Polson, Montana.
- Approved, September 22, 1997

Atlanta

Terrace Bank of Florida, Tampa, Florida -- to establish a branch at 19400 Bruce B.
Downs Boulevard.

- Approved, September 22, 1997

St. Louis

Union Bank of Illinois, Swansea, Illinois -- to establish a branch at 2200 Troy Road,
Edwardsville, [llinois.
- Approved, September 25, 1997

BANK HOLDING COMPANIES
Minneapolis

Anderson Financial Group, Inc., Golden Valley, Minnesota -- to acquire Northern
National Bank, Nisswa, Minnesota.
- Approved, September 23, 1997

Richmond

Bank of Granite Corporation, Granite Falls, North Carolina -- to acquire GLL
Associates, Inc., Winston-Salem, North Carolina.
- Approved, September 22, 1997

Director, BS&R

Broad National Bancorporation, Newark, New Jersey -- relief from commitment in
connection with application to acquire Broad National Bank.
- Granted, September 22, 1997


H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding
Companies; Change in Bank Control

Notices Filed as of September 26, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation Y (12
CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the
Board.

Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
1867 Western Financial Capital Corp of the West, 4 San Francisco August 26, 1997
Corporation(1), Merced, CA, & Town &

Stockton, CA Country Finance & Thrift

CONTINUED Co., Turlock, CA &

Capital West Group, Inc.,
Stockton, CA operating an
industrial loan co. (b)(4);
providing credit life
insurance (b)(11);
management consulting
(b)(9); CONTINUED

1867 Western Financial & investment & financial 4 San Francisco August 26, 1997
Corporation(2), advice (b)(6)

Stockton, CA

CONTINUED

1867 Western Financial Capital Corp of the West, 3 San Francisco September 2, 1997
Corporation, Stockton, Merced, CA & County

CA Bank, Merced, CA

Alabama National First American Bancorp, 3 Atlanta October 24, 1997
BanCorporation, Decatur, AL & First

Birmingham, AL American Bank, Decatur,

AL


FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 9/26/97

Section J - Applications Subject to Newspaper Notice Only

Application Comment Period Ending Date
None
ction I - Applications Subj B

Newspaper and Federal Register Notice

Security Bank Holding Company, Coos Bay, Oregon, Newspaper: 10/13/97
to acquire Pacific State Bank, Reedsport, Oregon.
Fed. Reg.: 10/20/97

Section III -Applications Subject to Federal Register Only

None

Section IV - Applications Not Subject to Federal Register Notice
or Newspaper Notice

BEO Bancorp to become a bank holding company by acquiring Bank of Eastern Oregon, both of
Heppner, Oregon.

* Subject to CRA.



Information Requests Lon

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146) aot

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932) ae?

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702) rai

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464, FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

iets 4
Federal Reserve Bank of San Francisco

Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)


Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining
and helping to meet the credit needs of its entire delineated
community, including low- and moderate- income neighborhoods,
in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record
of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate income

neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient
record of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate- income

neighborhoods, in a manner consistent with its resources and capabilities.

k Ending September 27, 1997

NAME OF BANK RATING IN,
None

1/ Subject to provisions of Community Reinvestment Act.

2/ Later of dates specified in newspaper and Federal Register notices.

3/ Date specified in newspaper notice; a later date may be specified in
the Federal Register notice.

4/ Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.
N/A - Not Available


Applicant or notificant

Acquiree or activity

Section of law - Reserve Bank

End of comment period

Jacobsen, Sam J.,
Middleton, WI

Jasper Banking
Company Second
Amended and Restated
Employee Stock
Ownership Stock Bonus
Plan (ESOP), Jasper, GA

Kazi, Zubair and
Khatija,

Studio City, CA;

and Yahia and Magda
Abdul-Rahman,
Pasadena, CA

Kroll, Rodney, G;
Copeland, Newman E.;
Slamans, Scott J.; Gray,
Rondy, T.; Turner,
Charles B.; DuBois,
James H., all of Waco,
TX, and Salome,
Tommy G., Crawford,
TX, & Time
Manufacturing
Company., Waco, TX

Lagomarsino, Richard
A., and Robert J.,

both of Ventura, CA, &
Wood, Catherine S.,
Carpinteria,

CA; acting in concert

Lagomarsino, Richard
A.; Lagomarsino,
Ramona; Ramona
Lagomarsino Family
Limited Partnership;
Lagomarsino, Robert J.,
all of Ventura, CA; &
Lagomarsino, Norma
M; Wood, Catherine S.;
& Wood, Jack W.;
acting in concert, all of
Carpinteria, CA

First Business Bancshares,
Madison, WI & First
Business Bank, Madison,
wi

JBC Bancshares, Inc.,
Jasper, GA

Kentucky Home Bank,
Bardstown, KY

First Riese] Corporation,
Riesel, TX & First State
bank, Riesel, TX

Americorp, Ventura, CA,
and American Commercial
Bank, Ventura, CA

Americorp , Ventura, CA,
and American Commerical
Bank, Ventura CA

CIBC

CIBC

CIBC

CIBC

CIBC

Chicago

Atlanta

San Francisco

Dallas

San Francisco

San Francisco

August 28, 1997

August 12, 1997

April 17, 1997

September 30, 1997

August 6, 1997

August 20, 1997



Section oflaw Reserve Bank End of comment period

Applicant or notificant Acquiree or activity

Provident Financial Florida Gulfcoast Bancorp, 3 Cleveland July 24, 1997
Group, Inc., & FGBI Inc., Sarasota, FL, and
Acquisition Corp., both Enterprise National Bank of
of Cincinnati, OH Sarasota,
Sarasota, FL
Rice Lake Bancorp, TALCO, Inc., Menomonie, 3 Minneapolis October 9, 1997
Inc., Rice Lake, WI WI & Menomonie Shares,
Inc., Menomonie, WI;
Menomonie Financial
Services, Inc., Menomonie,
WI & First Bank and Trust,
Menomonie, WI
Riverside Gulf Coast Riverside Bank of the Gulf 3 Atlanta October 24, 1997
Banking Company, Coast, Cape Coral, FL
Cape Coral, FL
Rockdale National Rockdale National Bank, 3 Atlanta August 22, 1997
Bankshares, Conyers, Conyers, GA.
GA
CORRECTION
Rockdale National Rockdale National Bank, 3 Atlanta August 25, 1997
Bankshares, Inc., Conyers, GA
Conyers, GA
Rockdale National Rockdale National Bank, 3 Atlanta August 22, 1997
Bankshares, Inc., Conyers, GA
Conyers, GA.
Roseau Realty Co., Inc., Citizens State Bank of 3and4 Minneapolis October 23, 1997
Roseau, MN Roseau, Roseau, MN, in
general insurance agency
activities (b)(1 1)(ii)(A)
Security Bank Holding Pacific State Bank, 3 San Francisco October 20, 1997
Company ESOP and Reedsport, OR
Security Bank Holding
Company, both of Coos
Bay, OR
Security State Merchants and Planters 3 St. Louis October 24, 1997

Bancshares, Inc.,
Charleston, MO

Bank of Homersville,
Hornersville, MO



FEDERAL RESERVE BANK OF PHILADELPHIA

TI = ILABILITY OF CRA P IC EVALUATI

The following institutions were examined for CRA. The 30-business day period the bank has
to make the evaluation public has lapsed during the week ending September 26, 1997.

Identification of Ratings
In connection with the assessment of each insured depository institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and is a leader in, ascertaining and
helping to meet the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record of ascertaining and helping to
meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient record of ascertaining and helping to
meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

First Sterling Bank 4/21/97 Satisfactory

80 West Lancaster Avenue
Devon, PA 19333

Berks County Bank 4/21/97 Satisfactory
400 Washington Street
Reading, PA 19601


H.2 Additions/Corrections

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

REGULATIONS AND POLICIES

Compliance with the National Flood Insurance Program -- report to the Congress.
- Approved, September 18, 1997

Risk-focused supervision program and extension of the examination frequency
schedule for state member banks and certain foreign banking organizations --
proposal to adopt.

- Approved, September 18, 1997



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
Publi uations
week ending September 26, 1997

SSI IG

Identification of Ratings

In connection with the assessment of each insured depository institution's CRA performance, a rating is
assigned from the following groups:

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to
meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs
of its entire delineated community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group needs to improve its overall record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.
An institution in this group has a substantially deficient record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low-and moderate-income neighborhoods, in a

manner consistent with its resources and capabilities.

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING

NONE.



Fed rve of Atl
Applications Bulletin for Week Endin: tember 26, 1

Recently Approved Applications Approval Date
Landmark Bancorp, Inc. 09-24-97

Margate, Florida
1-BHC formation, Sunniland Bank, Fort Lauderdale, Florida, pursuant to Section 3(a)(1) of the Bank
Holding Company Act.

The Terrace Bank of Florida 09-22-97

Tampa, Florida

To establish a branch located at 19400 Bruce B. Downs Boulevard, Tampa, Florida, pursuant to
Section 9 of the Federal Reserve Act.

AmTrade International Bank of Georgia 09-25-97
Atlanta, Georgia
Commitment waiver request.

Great Southern Capital Corporation Employee Stock 09-25-97
Ownership Trust

Meridian, Mississippi

Commitment waiver request.

East Ridge Bancshares, Inc. 09-26-97
Chattanooga, Tennessee
After-the-fact change in control notice by Mr. David E. Young to retain 69.09 percent of the

outstanding shares of East Ridge Bancshares, Inc., Chattanooga, Tennessee, pursuant to the Change
in Bank Control Act of 1978.



No. 39

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

EXTENSIONS OF TIME

Regulation M -- extension to January 1, 1998, of the effective date of recent
amendments to improve consumers’ understanding of automobile and other lease
transactions.

- Granted, September 25, 1997

REGULATIONS AND POLICIES

Basle Committee on Banking Supervision -- release of a paper containing a set of
Principles for the Management of Interest Rate Risk.
- Published, September 22, 1997

Investment and End-user Activities policy statement -- guidance and request for
public comment on joint statement by the FFIEC and the Board.
- Approved, September 26, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank End of comment period

Builders Financial
Corporation, Chicago,
IL

California Community
Financial Institutions
Fund Limited
Partnership; Belvedere
Capital Partners, Inc., &
Newco, all of San
Francisco, CA &
National Bancorp of
Alaska, Inc.,
Anchorage, AL

Calvin B. Taylor
Bankshares, Inc.,
Berlin, MD

Canadian Impercial
Bank of Commerce(3),
Toronto, CA
CONTINUED

Canadian Imperial Bank
of Commerce(1),
Toronto, Canada
CONTINUED

Builders Bank, Chicago, IL

Securities First Bank,
Fulleton, CA.

Calvin B.Taylor Banking
Company of Berlin
Maryland, Berlin, MD, &
Calvin B. Taylor Bank of
Delaware, Ocean View, DE

agency transactional
services (b)(7); in
underwriting & delaing in
government obligations &
money market instruments,
providing investments &
trading services & buying
& selling bullion & related
activities (b)(8)

CIBC Wood Gundy
Securities Corp. (*CIBC
Wood Gundy"), New York,
NY, all the outstanding
shares of Oppenheimer
Holdings, Inc., New York,
NY, & its subsidiaries,
including

Oppenheimer & Co., Inc.,
New York, NY in
underwriting &
CONTINUED

3

Chicago October 23, 1997

San Francisco September 29, 1997

Richmond September 15, 1997
New York August 28, 1997
New York August 28, 1997


RESERVE BANK APPLICATIONS BULLETIN _ For week ending September 26, 1997

FEDERAL RESERVE BANK OF ST. LOUIS
- ITY OF CRA PUBLI Li

Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.
Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and moderate-income neighborhoods, ina
manner consistent with its resources and capabilities.
Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.
Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping to meet

the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Name of Bank Examination
Date

Pulaski Bank & Trust Little Rock, AR 06/02/97 Satisfactory



Federal Reserve Bank of Dallas

Section III - Applications subject to Federal Register notice only

Comment period
Type Application ending date
None.
* Subject to CRA.
Section IV - Applications not subject to Federal Register or newspaper notice

Comment period
Type Application ending date

None.



Federal Reserve Bank of Chicago

I - ications Si
Register Noti
Comment Period
3(a)(3) Centre 1 Bancorp, Inc.* FR - 9-26-97
Beloit, Wisconsin NP - 9-21-97

First Winnebago Corporation
Winnebago, Illinois

First National Bank of Winnebago
Winnebago, Illinois

3(a)(1) Marengo Bancshares, Inc.* FR - 10-2-97
Marengo, Illinois NP - 10-15-97
Prairie State Bank (in organization)
Marengo, Illinois

3(a)(1) Albrecht Financial Services, Inc.* FR - 10-9-97
Norwalk, Iowa NP - 10-4-97
Heartland Bankshares, Inc.
Madrid, Iowa

City State Bank
Grimes, Iowa

3(a)(3) Mahaska Investment Company* FR - 9-12-97
Oskaloosa, Iowa NP - 10-3-97
Pella State Bank (in organization)
Pella, Iowa

3(a)(1) Builders Financial Corporation* FR - 10-23-97
Chicago, Illinois NP - **
Builders Bank (in organization)
Chicago, Illinois

3(a)() George Washington Bancorp, Inc.* FR - 10-6-97
Oak Lawn, Illinois NP - 10-4-97
George Washington Savings Bank
Oak Lawn, Illinois

3(a)(1) Mercantile Bank Corporation* FR - 10-9-97
Grand Rapids, Michigan NP - 9-29-97
Mercantile Bank of West Michigan (in organization)
Grand Rapids, Michigan



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

SECTION | - APPLICATIONS SUBJECT TO

NEWSPAPER NOTICE ONL’

Application Comment Period Ending Date
NONE

SECTION Il - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE

Application Comment Period Ending Date
Boston Private Bancorp, Newspaper Not Yet Established

Inc., Boston,

Massachusetts - notice Federal Register 10/14/97

of Change in Bank
Control pursuant to
section 225.41 of
Regulation Y by Charles
Michael Hazard to
acquire greater than 10%
of the outstanding
common stock of Boston
Private Bancorp,|nc.*

SECTION III - APPLICATIONS SUBJECT TO
FEDERAL REGISTER NOTICE ONLY

Application Comment Period Ending Date
NONE

SECTION IV - APPLICATIONS NOT SUBJECT TO

FEDERAL REGISTER OR NEWSPAPER NOTICE

Application
NONE
SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
Institution Examination Date Rating"
NONE

SECTION VI - APPLICATIONS BULLETIN
Effective April 21, 1997, information regarding the comment periods associated with applications and notices submitted to

the Federal Reserve Bank of Boston for processing under section 3 and 4(c)(8) of the Bank Holding Company Act of 1956,
as amended, will be available 24 hours a day by calling the following toll-free number 1-800-896-9480.

*Subject to CRA.

“Rating Definitions: "O" - Outstanding; "S" - Satisfactory; "N" - Needs to
Improve; "SN" - Substantial Noncompliance



Applicant or notificant

Suez Lyonnaise des
Euax, Paris, France;
Societe Generale de
Belgique, Brussels,
Belguim; and Generale
de Banque, Brussels,
Belguim

SWB Bancshares, Inc.,
Fort Worth, TX & SW
Financial, Inc., Dover,
DE

Texas Financial
Bancorporation, Inc.,
Minneapolis, MN &
Delaware Financial,
Tnc., Wilmington, DE

The Chase Manhattan
Corporation & Chase
Holdings Delaware,
Inc., New York, NY
CORRECTION

The First national Bank
of St. James ESOP, St.
James, MN

The Marine BancCorp,
Inc., Chincoteague, VA

Triangle Bancorp, Inc.,
Raleigh, NC

Trust No. 3 Under Will
of Charles Henderson,
Troy, AL,

& Henderson
Bancshares, Inc., Troy,
AL

Acquiree or activity Section of law ~Reserve Bank

Harbor Capital 4 New York
Management, Inc., Boston,
MA investment advisory
activities (b)(6); investment
transactions as principal
(b)(8); & serve as general
partner of & provide
management & private
placement services to
unregistered investment
funds

Southwest Bank, Fort 3 Dallas
Worth, TX

CNB Bancshares of 3 Dallas
Victoria, Victoria, TX &

Citizens Bancorp of

Delaware, Inc.,

Wilimington, DE &

Citizens National Bank,

Victoria, TX

Chase Manhattan Bank & 3 New York
Trust Company, National

Association, Los Angeles,

CA

The First National Agency 3 Minneapolis
at St. James, St. James,

MN, & The First National

Bank of St. James, St.

James, MN

The Marine Bank, 3 Richmond
Chincoteague, VA

Bank of Mecklenburg, 3 Richmond
Charlotte, NC

Pea River Capital, 3 Atlanta
Corporation, Elba, AL, &

Peoples Bank of Coffee

County, Elba, AL

End of comment period

August 21, 1997

October 23, 1997

September 26, 1997

August 18, 1997

October 20, 1997

October 6, 1997

August 1, 1997

October 24, 1997


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Canadian Imperial Bank dealing to a limited extent 4 New York August 28, 1997
of Commerce(2), in all types of equity & debt
Toronto, Canada securities; lending (b)(1),
CONTINUED (b)(2); financial &
investment advisory
services (b)(6); securities
brokerage, riskless
principal, private
placement, futures
commission merchant &
other
CONTINUED
Carolina First First Southeast Financial 4 Richmond September 3, 1997
Corporation, Greenville, Corporation, Anderson, SC
sc & First Federal Savings &
Loan Association of
Anderson, Anderson, SC in
operating a savings & loan
association (b)(4)ii)
Carruth, Johnny Bob, First Haskell Bancorp, Inc., CIBC Dallas September 26, 1997
Lubbock, TX; Haskell, TX & First
Cleveland, Walter National Bank, Haskell, TX
Charles, Idalou, TX;
Hobgood, Robert
Charles, Haskel, TX;
Morris, Kim Holder,
Houston, TX; Thigpen,
Joseph Emitt, Haskell,
TX; Toliver, Bailey
Lee, Haskell, TX, &
Toliver, Samuel Ray,
Haskell, TX
Centre 1 Bancorp, Inc., First Winnebago 3 Chicago September 26, 1997
Beloit, WI Corporation, Winnebago,
IL & First National Bank of
Winnebago
Citizens Bankers, Inc., First National Bank of Bay 3 Dalias October 6, 1997
Baytown, TX City, Bay City, TX
Citizens Bankers, Inc., First National Bank of Bay 3 Dallas September 18, 1997

Baytown, TX, and
Citizens Bankers of
Delaware, Wilmington,
DE

City, Bay City, TX



End of comment period

Section of law -Reserve Bank

Acquiree or activity

Applicant or notificant

Deutsche Bank, AG Ganis Credit Corporation, New York May 12, 1997
(Main) Newport Beach, CA,
Federal Republic of lending (b)(1)
Germany
Exchange National Union State Bancshares, St. Louis October 2, 1997
Bancshares, Inc., Inc., Clinton, MO & Union
Jefferson City, MO State Bank & Trust

Company of Clinton,

Clinton, MO
F.N.B. Corporation, Mercantile Bank of Cleveland October 10, 1997
Hermitage PA & Southwest Florida, Naples,
Southwest Banks, Inc., FL
Naples, FL
F.N.B. Corporation, Indian Rocks State Bank, Cleveland September 2, 1997
Hermitage, PA Largo, FL
FBOP Corporation, Oak First Capital Bank of Chicago October 2, 1997
Park, IL Arizona, Phoenix, AZ
FBOP Corporation, Oak California Bank, N.A., Chicago October 27, 1997
Park, IL Beverly Hills, CA
First Banks, Inc., St. Surety Bank, Vallejo, CA St. Louis October 14, 1997
Louis, MO
First Commercial First Charter Bancshares, St. Louis September 19, 1997
Corporation, Little Inc., North Little Rock, AR,
Rock, AR & Charter State Bank,

Beebee, Arkansas, Beebe,

AR
First National Finance Company of North Chicago August 17, 1997
Bancshares, Inc., East America, LLC, East
Lansing, MI Lansing, MI in making and.

servicing loans (b)(1)
First National Bank of First Bankshares of Las Kansas City October 6, 1997

Las Animas ESOP, Las
Animas, CO

Animas, Inc., Las Animas,
CO & First National Bank,
Las Animas, CO



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER
NOTICE ONLY

Community Bank and Trust Company, Forest City, PA, to acquire certain assets and assure
deposit liabilities associated with two branch offices of First Union National Bank, Charlotte,
NC, pursuant to Section 18(c) of the Federal Deposit Insurance Act.

Newspaper comment period expires: N/Avail.

Summit Bank, Bethlehem, PA seeks to become a member of the Federal Reserve System
pursuant to Section 9 of the Federal Reserve Act.

Newspaper comment period expires: N/Avail.
TION II - APPLICATI IVED. T BOTH NEWSPAPE
_AND FEDERAL REGISTER NOTICE

Penn Woods, Williamsport, PA, to acquire up to 10 percent of Columbia Financial Institution,
Bloomsburg, PA, pursuant to Section 3(a)(3) of the Bank Holding Company Act.

Newspaper comment period expires: 10/11/97
Federal Register comment period expires: N/Avail.

Premier Bancorp. Inc., Doylestown, PA to become a bank hold company, through the
acquisition of the successor Premier Bank, Doylestown, PA, and merge the existing
subsidiary, Premier Interim Bank into Premier Bank, pursuant to Section 3(a)(1) of the Bank
Holding Company Act, and Section 18(c) of the Federal Deposit Insurance Act. In connection
therewith, Messrs. Clark S. Frame and David C. Frame will acquire more than 10 percent of
the applicant, pursuant to the Change in Bank Control Act.

Newspaper comment period expires: 10/23/97
Federal Register comment period expires: 10/23/97

Ei TI - APP’ TI EIVED TT DI
REGISTER NOTICE ONLY
NONE
T. - APPL T iT

REGISTER NOTICE OR NEWSPAPER
NONE