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

Actions of the Board, Its Staff,

and the Federal Reserve Banks:

No. 12

Week Ending March 21, 1998

Federal Reserve Release

H.2

Applications and Reports Received
No. 12

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

ING Group, Amsterdam, the Netherlands -- request for an additional exemption

period to conform its operations to the Bank Holding Company Act in connection

with acquisition of Banque Bruxelles Lambert, Brussels, Belgium.

- Granted, March 16, 1998 

BANK HOLDING COMPANIES

Peoples Heritage Financial Group, Inc., Portland, Maine -- to merge with CFX

Corporation, Keene New Hampshire, and acquire CFX Bank, Keene, New

Hampshire; Orange Savings Bank, Orange, Massachusetts; and Safety Fund

National Bank, Fitchburg, Massachusetts.

- Approved, March 18, 1998 

Omnibank, River Rouge, Michigan -- prompt corrective action directive against

Omnibank.

- Announced, March 16, 1998 

ENFORCEMENT
H.2

March 15, 1998 to March 21, 1998

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

Crestar Bank, Richmond, Virginia -- to establish a branch at 6075 Gorgas Road, Fort

Belvoir, Virginia.

- Approved, March 16, 1998 

BANK BRANCHES, DOMESTIC

Richmond

Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at 54870 Mound

Road, Shelby Township, Michigan.

- Approved, March 16, 1998 

Chicago

Vectra Bank, Denver, Colorado -- to establish a branch at 2011 Ken Pratt Blvd.,

Longmont, Colorado.

- Approved, March 20, 1998 

Kansas City

Chambers Bancshares, Inc., Danville, Arkansas -- to acquire Community Investment

Inc., Elkins, Arkansas, and Bank of Elkins.

- Approved, March 18, 1998 

BANK HOLDING COMPANIES

St. Louis

City Holding Company, Charleston, West Virginia -- to acquire Del Amo Savings

Bank, FSB, Torrance, California.

- Approved, March 17, 1998 

Richmond

Community First Bankshares, Inc., Fargo, North Dakota -- to acquire Pioneer Bank

of Longmont, Longmont, Colorado.

- Approved, March 16, 1998 

Minneapolis
H.2

March 15, 1998 to March 21, 1998

Page 2

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Community First Bankshares, Inc., Fargo, North Dakota -- to acquire FNB, Inc.,

Greeley, Colorado.

- Approved, March 17, 1998 

Minneapolis

Community First Bankshares, Inc., Fargo, North Dakota -- to acquire Community

Bancorp, Inc., Thornton, Colorado.

- Approved, March 18, 1998 

Minneapolis

Community Trust Financial Services Corporation, Hiram, Georgia -- to acquire

Piedmont Loan Company, Gainesville, Georgia, and engage in consumer finance,

credit insurance, and tax planning activities.

- Approved, March 16, 1998 

Atlanta

Credit Commercial De France S.A., Paris, France -- to acquire Charterhouse North

America Inc., New York, New York, Charterhouse Inc., and Charterhouse North

America Securities, Inc., and continue to engage in financial and investment advisory

activities and private placement activities.

- Approved, March 20, 1998 

New York

Glacier Bancorp, Inc., Kalispell, Montana -- to acquire HUB Financial Corporation,

Helena, Montana.

- Approved, March 19, 1998 

Minneapolis

Halbur Bancshares, Inc., Halbur, Iowa -- application to acquire shares of Westside

Banco, Inc., Westside, Iowa, and Westside State Savings Bank.

- Withdrawn, March 19, 1998 

Chicago
H.2

March 15, 1998 to March 21, 1998

Page 3

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers

and Helpers, Kansas City, Kansas -- to acquire shares of Brotherhood Bancshares,

Inc.

- Approved, March 19, 1998 

Kansas City

Krum Holdings, L.L.C., Krum, Texas -- to acquire Porter Holdings, Ltd., and

Farmers and Merchants State Bank.

- Approved, March 19, 1998 

Dallas

Laurel Bancorp, Inc., London, Kentucky -- to acquire Laurel National Bank.

- Approved, March 19, 1998 

Cleveland

Little Sioux Bancshares, Inc., Sioux Rapids, Iowa -- to acquire shares of First State

Bank.

- Approved, March 18, 1998 

Chicago

Northern Trust Corporation, Chicago, Illinois -- to engage in community

development activities through the acquisition of an interest in SunAmerica

Affordable Housing Partners 69.

- Permitted, March 17, 1998 

Chicago

Porter Holdings, Ltd., Krum, Texas -- to acquire Farmers and Merchants State Bank.

- Approved, March 19, 1998 

Dallas

Southern Bancshares, Inc., Claxton, Georgia -- to acquire The Claxton Bank.

- Approved, March 17, 1998 

Atlanta
H.2

March 15, 1998 to March 21, 1998

Page 4

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

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

Corporation -- to acquire Merchants Bancshares, Inc., Houston, Texas, Gulf

Southwest Nevada Bancorp, Inc., and Merchants Bank.

- Approved, March 18, 1998 

St. Louis

United Community Bancshares, Inc., Gonzales, Louisiana -- application to acquire

United Community Bank (in organization).

- Withdrawn, March 16, 1998 

Atlanta

First Banking Center-Burlington, Burlington, Wisconsin -- to merge with First

Banking Center-Albany, Albany, Wisconsin, and to establish branches at 102 West

Main Street and 101 7-1/2 Street, Monroe, Wisconsin.

- Approved, March 20, 1998 

BANK MERGERS

Chicago

Amtrade International Bank of Georgia, Atlanta, Georgia -- request for waiver of

commitment.

- Granted, March 20, 1998 

BANKS, STATE MEMBER

Atlanta

Summit Bank, Bethlehem, Pennsylvania -- transfer agent registration.

- Approved, March 17, 1998 

Director, BS&R

Farmers & Merchants Bank of Central California, Lodi, California -- to reduce

capital stock.

- Approved, March 19, 1998 

CAPITAL STOCK

San Francisco
H.2

March 15, 1998 to March 21, 1998

Page 5

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Central Bancompany, Inc., Jefferson City, Missouri -- change in bank control.

- Withdrawn, March 19, 1998 

CHANGE IN BANK CONTROL

St. Louis

Federated Bancorp, Inc., Loda, Illinois -- change in bank control.

- Permitted, March 20, 1998 

Chicago

Swea City Bancorporation, Inc., Swea City, Iowa -- change in bank control.

- Permitted, March 17, 1998 

Chicago

United Financial Banking Companies, Inc., Vienna, Virginia -- change in bank

control.

- Permitted, March 19, 1998 

Richmond

F & M Alliance Bank, New Ulm, Minnesota -- report on competitive factors of the

proposed merger with State Bank of Hanska, Hanska, Minnesota, and Farmers State

Bank of Huntley, Inc., Huntley, Minnesota.

- Submitted, March 19, 1998 

COMPETITIVE FACTORS REPORTS

Minneapolis

Regions Bank, Birmingham, Alabama -- report on competitive factors of the

proposed merger with Anderson National Bank, Anderson, South Carolina.

- Submitted, March 18, 1998 

Atlanta

Regions Bank, Birmingham, Alabama -- report on competitive factors of the

proposed merger with Spartanburg National Bank, Spartanburg, South Carolina.

- Submitted, March 18, 1998 
H.2

March 15, 1998 to March 21, 1998

Page 6

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Security Bank, Coos Bay, Oregon -- report on competitive factors of the proposed

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

Brookings-Harbor, Oregon, branch of Family Security Bank, Brookings, Oregon.

- Submitted, March 19, 1998 

San Francisco

Sterling Bank, Los Angeles, California -- report on competitive factors of the

proposed merger with The Pacific Bank, N.A., San Francisco, California.

- Submitted, March 19, 1998 

San Francisco

Sterling West Bancorp, Los Angeles, California -- report on competitive factors of

the proposed merger with Sterling Bank.

- Submitted, March 19, 1998 

San Francisco

United Bank, N.A., Bucyrus, Ohio -- report on competitive factors of the proposed

purchase of the assets and assumption of the liabilities of the Galion and Caledonia,

Ohio, branches of National City Bank, Columbus, Ohio.

- Submitted, March 17, 1998 

Cleveland

Mesquite Financial Services, Inc., Alice, Texas, and Bank of Alice -- extension to

June 7, 1998, to acquire Charlotte Bancshares, Inc., Charlotte, Texas, and The

Country Bank.

- Granted, March 20, 1998 

EXTENSIONS OF TIME

Dallas

Peoples Community Bank, Montross, Virginia -- extension to July 1, 1998, to

establish a branch at the intersection of Route 3 and State Route 607 (Cool Springs

Road), Fredericksburg, Virginia.

- Granted, March 20, 1998 

Richmond
H.2

March 15, 1998 to March 21, 1998

Page 7

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Wachovia Corporation, Winston-Salem, North Carolina -- extension to April 30,

1998, to acquire Ameribank Bancshares, Inc., Hollywood, Florida.

- Granted, March 19, 1998 

Richmond

First State Bank, Anadarko, Oklahoma -- to become a member of the Federal

Reserve System.

- Approved, March 17, 1998 

MEMBERSHIP

Kansas City
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week of March 21, 1998 

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

None

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

None
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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

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

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

revised in May 1995.

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

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

facilities.

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

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

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

None

Section VI - CRA examinations scheduled for 2nd Quarter of 1998

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week of March 21, 1998

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

3(a)(3) Notice by the Fuji Bank, Tokyo, Japan, to acquire up to 16.84 N/Avail

percent of the Yasuda Trust and Banking Co., Ltd., Tokyo, Japan.

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

None
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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

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

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

revised in May 1995.

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

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

facilities.

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

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

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

None

Section VI - CRA examinations scheduled for 2nd Quarter of 1998

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week of March 21, 1998

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

Branch Berks County Bank, Reading, PA, to establish a branch office at 4/08/98

422 & Freeman Street, Berk County, PA 

Branch First Republic Bank, Philadelphia, PA to establish a branch 4/20/98

office at 1818 Market Street, Philadelphia, PA

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

Type Application comment period

Ending date of 

3(a)(3) Mainline Bancorp, Inc., Ebensburg, PA, to acquire First National Newspaper - N/Avail

Bank of Spangler, Spangler, PA. Fed. Reg - N/Avail

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

None
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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

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

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

revised in May 1995.

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

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

facilities.

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

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

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

None

Section VI - CRA examinations scheduled for 2nd Quarter of 1998

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week of March 21, 1998

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

18(c)/Branch Received application from The Fifth Third Bank of Kentucky, N/Avail

Inc., Louisville, KY on March 4, 1998, to merge with Fifth Third

Bank of Central Kentucky, Inc., Paris, KY and Fountain Square

Bank of Southern Indiana, Inc., Sellersburg, IN and to establish

branches.

18(c)/Branch Received application from Fifth Third Bank of Central Kentucky, N/Avail

Inc., Paris, KY on March 4, 1998, to merge with The Fifth Third

Bank of Kentucky, Inc., Louisville, KY and to establish branches.

18(c)/Branch Received application from Fountain Square Bank of Southern N/Avail

Indiana, Inc., Sellersburg, IN on March 4, 1998, to merge with

Fifth Third Bank of Central Kentucky, Inc., Paris, KY and

establish branches.

Member Received application from Fifth Third Bank of Central Kentucky, N/Avail

Inc., Paris, KY on March 4, 1998, to become a member of the

Federal Reserve System.

Member Received application from Fountain Square Bank of Southern N/Avail

Indiana, Inc., Clarksville, IN on March 4, 1998 to become a

member of the Federal Reserve System.

Member Received application from Portage Community Bank, Ravenna, 4/15/98

OH on March 10, 1998, to become a member of the Federal

Reserve System.

18(c)/5(d)(3)/Branch Received application from The Fifth Third Bank of Western N/Avail

Ohio, Dayton, OH on March 11, 1998, to merge with Citizens

Federal Bank, FSB, Dayton, OH and to establish branches.

18(c)/Branch Received application from The Fifth Third Bank of Southern N/Avail

Ohio, Hillsboro, OH on March 11, 1998, to acquire a branch

office of Fifth Third Bank of Western Ohio, Dayton, OH located

at 140 West Main Street and to establish a branch.

18(c)/Branch Received application from The Fifth Third Bank, Cincinnati, OH N/Avail

on March 11, 1998, to acquire seven branch offices currently

owned by Fifth Third Bank of Western Ohio, Dayton, OH and to

establish branches.

Branch Received notice from Fifth Third Bank, Cincinnati, OH on March 4/18/98

23, 1998, of its intent to establish the Liberty Bank Mart, 5420

Liberty-Fairfield, Hamilton, OH.
Section II - Applications subject to both newspaper and Federal Register notice

Type Application comment period

Ending date of 

3(a)(3) Received application from Community Trust Bancorp, Inc., Fed Reg - 4/13/98

Pikeville, KY on March 13, 1998, of its intent to acquire

Community Trust Bank of West Virginia, N.A., Williamson, WV.

3(a)(1) Received application from Heritage Capital Corporation, Ashland, Fed Reg - 4/13/98

KY on March 12, 1998, of its intent to acquire Heritage Bank of

Ashland, Inc., Ashland, KY.

4(c)(8)/5(d)(3) Received notice from Fifth Third Bancorp, Cincinnati, OH on Fed Reg - 4/20/98

March 11, 1998 to acquire CitFed Bancorp, Inc., Dayton, OH.

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

4(c)(8) Notice by National City Corporation, Cleveland, OH received on None

March 17, 1998, of its intent to acquire Sterling Ltd., Co; Sterling

Asset Management Co.; and SLC Capital, Inc., Pepper Pike, OH.

4(c)(8) Notice by National City Corporation, Cleveland, OH received on None

March 17, 1998, of its intent to acquire INFITEQ, LLC., Dallas, TX.

4(c)(8) Notice by PNC Bank Corp, Pittsburgh, PA received on March 17, None

1998, of its intent to engage de novo in investing and trading activities

pursuant to Section 225.28(b)(8)(ii) of Regulation Y through

investment limited partnerships for which PNC GPI, Inc., serves as

general partner.

4(c)(8) Notice by KeyCorp, Cleveland, OH received on March 17, 1998, of None

its intent to engage de novo in making, acquiring, brokering, or

servicing loans pursuant to Section 225.28(b)(1) of Regulation Y

through Key Capital Markets, Inc.

4(c)(8) Notice by Commercial Bancshares, Inc., Upper Sandusky, OH None

received on March 20, 1998, of its intent to engage de novo in

permissible finance activities pursuant to Section 225.28(b)(1) of

Regulation Y through Advantage Finance, Inc.
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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

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

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

revised in May 1995.

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

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

facilities.

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

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

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

None

Section VI - CRA examinations scheduled for 2nd Quarter of 1998

Institution Location

Citizens Deposit Bank & Trust P.O. Box 9, 400 Second Street, Vanceburg, KY 41179-0009

Enterprise Bank 6150 Enterprise Parkway, Solon, OH 44139

Farmers Bank & Savings Company P.O. Box 626, 211 W. 2nd Street, Pomeroy, OH 45769-1037

Heartland Bank P.O. Box 7, 12 N. Main Street, Croton, OH 43013-0007

The Citizens Banking Company P.O. Box 247, 10 E. Main Street, Salineville, OH 43945-0247

The St. Henry Bank P.O. Box 330, 231 E. Main Street, St. Henry, OH 45883

Towne Bank 610 East South Boundary, Perrysburg, OH 43551
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week of March 21, 1998

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

Branch Triangle Bank, Raleigh, North Carolina, to establish a 4/11/98

branch inside the Winn-Dixie Store at 2799 Raleigh

Road, Wilson, North Carolina.*

Branch Virginia Bank and Trust Company, Danville, Virginia, 4/13/98

to establish a branch at Franklin Turnpike and Mount

Hermon Circle, Danville, Virginia.*

Branch The Horizon Bank of Virginia, Merrifield, Virginia, to 4/13/98

establish a branch in the Heritage Mall Shopping

Center at 7857 Heritage Drive, Annandale, Virginia.*

Branch First Virginia Bank-Piedmont, Lynchburg, Virginia, to 4/15/98

establish a branch inside the Kroger Store at 143 Crown

Drive, Danville, Virginia.*

18(c) F&M Bank-Northern Virginia, Fairfax, Virginia, to merge 4/16/98

with The Bank of Alexandria, Alexandria, Virginia.*

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application comment period

Ending date of 

3(a)(1) Anson Bancorp, Inc., Wadesboro, North Carolina, to become Fed Reg - 4/16/98

a bank holding company through the acquisition of 100% of

the voting shares of Anson Savings Bank, SSB, Wadesboro,

North Carolina.*

3(a)(3) BB&T Corporation, Winston-Salem, North Carolina, and Fed Reg - 4/16/98

BB&T Financial Corporation of Virginia, Winston-Salem,

North Carolina, to acquire Franklin Bancorporation, Inc.,

Washington, D. C.*

*Subject to the provisions of the Community Reinvestment Act.
Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

None

Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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

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

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

1995.

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

evaluated periodically. That record is taken into account in considering an institution's application for deposit facilities.

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

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

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

None
Section VI - CRA examinations scheduled for 2nd Quarter of 1998

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week of March 21, 1998

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

18(c) Colonial Bank, Montgomery, Alabama, to purchase certain assets 04/11/98

and assume certain liabilities of Premier Bank, Atlanta, Georgia.*

Branch Friendship Community Bank, Ocala, Florida, to establish a 02/28/98

branch located at 1626 SE 36th Avenue, Ocala, Florida.*

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application comment period

Ending date of 

3(a)(5) Alabama National BanCorporation, Birmingham, Alabama, to N/Avail

merge with Public Bank Corporation, and thereby directly acquire

Public Bank, both of St. Cloud, Florida.*

3(a)(5) Peoples BancTrust Company, Inc., Selma, Alabama, to merge Newspaper - 04/10/98

with Elmore County Bancshares, Inc., and thereby directly

acquire Bank of Tallassee, both of Tallassee, Alabama.

3(a)(5) FLAG Financial Corporation, LaGrange, Georgia, to merge with Fed Reg - 04/17/98

Three Rivers Bancshares, Inc., and thereby directly acquire Bank

of Milan, both of Milan, Georgia.*

3(a)(3) Employee Stock Ownership Trust of Peoples Bank and Trust Co. N/Avail

Of Pickett County, Byrdstown, Tennessee, to acquire 40 percent

of Upper Cumberland Bancshares, Inc., Byrdstown, Tennessee.*
Section II - Applications subject to both newspaper and Federal Register notice

Type Application comment period

Ending date of 

3(a)(5) Regions Financial Corporation, Birmingham, Alabama, to merge Fed Reg - 04/20/98

with First Commercial Corporation, Little Rock, Arkansas

(FCC), and thereby (1) directly acquire First Commercial Bank,

N.A., Little Rock, Arkansas; Morrilton Security Bank, N.A.,

Morrilton, Arkansas; First National Bank of Russellville,

Russellville, Arkansas; First National Bank of Conway, Conway,

Arkansas; First Commercial Bank of Memphis, N.A., Memphis,

Tennessee; The Security Bank, Harrison, Arkansas; Benton State

Bank, Benton, Arkansas; Arkansas Bank and Trust Company,

Hot Springs, Arkansas; Farmers and Merchants Bank, Rogers,

Arkansas; Clinton State Bank, Clinton, Arkansas; Tyler Bank

and Trust, N.A., Tyler, Texas; Lufkin National Bank, Lufkin,

Texas; Longview National Bank, Longview, Texas; Stone Fort

National Bank of Nacogdoches, Nacogdoches, Texas; State First

National Bank, Texarkana, Texas; State First National Bank,

Texarkana, Arkansas; Kilgore First National Bank, Kilgore,

Texas; First National Bank of Palestine, Palestine, Texas; First

National Bank of Nashville, Nashville, Arkansas; Citizens First

Bank, El Dorado, Arkansas; Citizens First Bank, Fordyce,

Arkansas; Citizens First Bank, Arkadelphia, Arkansas; Arkansas

State Bank, Clarksville, Arkansas; First National Bank of Searcy,

Searcy, Arkansas; First Bank of Arkansas, Jonesboro, Arkansas;

(2) directly acquire FCC’s second tier subsidiary, Springhill

Bancshares, Inc., Springhill, Louisiana; and thereby indirectly

acquire Springhill Bank and Trust Company, Springhill,

Louisiana; and (3) directly acquire FCC’s second tier subsidiary,

TRH Bank Group, Inc., Norman, Oklahoma; and thereby

indirectly acquire Security National Bank & Trust Company,

Norman, Oklahoma, and Oklahoma National Bank of Duncan,

Duncan, Oklahoma; all pursuant to Section 3(a)(5) of the Bank

Holding Company Act.* 

*Subject to the provisions of the Community Reinvestment Act.

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

4(c)(8) Regions Financial Corporation, Birmingham, Alabama, (1) to Fed Reg - 04/20/98

acquire First Commercial Mortgage Company, N.A., Little Rock,

Arkansas and thereby engage in making and servicing loans,

pursuant to Section 225.28(b)(1) of Regulation Y and Section

4(c)(8) of the Bank Holding Company Act, and (2) to acquire

First Commercial Trust Company, N.A., Little Rock, Arkansas,

and thereby engage in trust department functions and related

investment advisory activities, pursuant to Sections 225.28(b)(5)

and 225.28(b)(6) of Regulation Y and 4(c)(8) of the Bank

Holding Company Act.
Section IV - Applications not subject to Federal Register or newspaper notice

Type Application comment period

Ending date of 

COM First Bankshares, Inc., Longwood, Florida, commitment waiver

request.

COM Cumberland Bancorp, Inc., Carthage, Tennessee, commitment waiver

request.

Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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

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

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

revised in May 1995.

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

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

facilities.

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

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

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

14931 First Western Bank 12/03/97 03/19/98 Satisfactory Small Bank

5854 S. Flamingo Road

Cooper City, Florida 33330

(954) 434-7600

304034 First Newton Bank 12/08/97 03/19/98 Satisfactory Small Bank

Post Office Box 1107

Covington, Georgia 30209

(770) 787-5500

184834 Tri-City Bank and Trust Company 01/30/98 03/19/98 Satisfactory Large Bank

Post Office Box 277

Blountville, Tennessee 37617

(423) 323-3161
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

1217485 First Vantage Bank-Tennessee 01/30/98 03/19/98 Satisfactory Large Bank

Post Office Box 200

Knoxville, Tennessee 37901

Section VI - CRA examinations scheduled for 2nd Quarter of 1998

Institution Location

None
District 7

Federal Reserve Bank of Chicago 

Applications and notifications filed during the week of March 21, 1998

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

Branch Liberty Bank Newspaper - N/Avail

Milwaukee, Wisconsin

 15505 West National Avenue

 New Berlin, Wisconsin

Newspaper - Newspaper Comment Period Ending Date

N/Avail- Not Available at this time

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

Type Application comment period

Ending date of 

3(a)(1) Central Iowa Bancorporation* Fed Reg - 3/30/98

Iowa City, Iowa Newspaper - 3/30/98

 Conrad Bancorporation

 Conrad, Iowa

 First State Bank

 Conrad, Iowa

3(a)(3) ISB Financial Corp.* Fed Reg - 3/30/98

Iowa City, Iowa Newspaper - 3/30/98

 Conrad Bancorporation

 Conrad, Iowa

 First State Bank

 Conrad, Iowa

3(a)(3) Northern Trust Corporation* Fed Reg - 4/13/98

Chicago, Illinois Newspaper - 4/8/98

 Trustbank Financial Corporation

 Denver, Colorado

 Trust Bank of Colorado

 Denver, Colorado

CIC Northwest Iowa Bancorporation Fed Reg - 3/19/98

LeMars, Iowa Newspaper - 3/27/98

 By William A. Krause

Fed Reg - Federal Register Comment Period Ending Date

Newspaper - Newspaper Comment Period Ending Date

*Subject to provision of the Community Reinvestment Act
Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

None

Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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

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

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

revised in May 1995.

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

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

facilities.

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

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

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

None
Section VI - CRA examinations scheduled for 2nd Quarter of 1998

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week of March 21, 1998

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

3(a)(3) Notice by Mercantile Bancorporation Inc., St. Louis, Missouri, to Fed Reg - 4/3/98

indirectly acquire CBT Corporation, Paducah, Kentucky

(previously reported during the week of March 9, 1998).*

3(a)(5) Notice by Ameribanc, Inc., St. Louis, Missouri, a wholly owned Fed Reg - 4/3/98

subsidiary of Mercantile Bancorporation Inc., St. Louis, Missouri,

to merge with CBT Corporation, Paducah, Kentucky (previously

reported during the week of March 9, 1998).*

4(c)(8) Notice by Mercantile Bancorporation Inc., St. Louis, Missouri, to Fed Reg - 4/3/98

indirectly acquire CBT Corporation, Paducah, Kentucky, and

thereby indirectly acquire United Commonwealth Bank, FSB,

Murray, Kentucky, and engage in the operation of a thrift,

pursuant to Section 225.28(b)(4)(ii) of Regulation Y, and to also

indirectly acquire the thrift's wholly owned subsidiary, United

Commonwealth Service Corporation, Murray, Kentucky, and

engage in full service securities brokerage activities, pursuant to

Section 225.28(b)(7)(i) of Regulation Y (previously reported

during the week of March 9, 1998).*

3(a)(3) Notice by Union Planters Corporation, Memphis, Tennessee, to Fed Reg - 4/20/98

indirectly acquire Magna Group, Inc., St. Louis, Missouri.*

3(a)(5) Notice by Union Planters Holding Company, Memphis, Fed Reg - 4/20/98

Tennessee, a wholly owned subsidiary of Union Planters

Corporation, Memphis, Tennessee, to merge with Magna Group,

Inc., St. Louis, Missouri.*

4(c)(8) Notice by Union Planters Corporation, Memphis, Tennessee, to Fed Reg - 4/20/98

indirectly acquire Magna Group, Inc., St. Louis, Missouri, and

thereby indirectly acquire its proposed wholly owned subsidiary,

Charter Bank, S.B., Sparta, Illinois, and engage in the operation of

a thrift, pursuant to Section 225.28(b)(4)(ii) of Regulation Y.*
Section II - Applications subject to both newspaper and Federal Register notice

Type Application comment period

Ending date of 

CIC Notice involving Tallahatchie Holding Company, Charleston, N/Avail

Mississippi, by Isaac E. Sayle.

4(c)(8) Union Planters Corporation, Memphis, Tennessee, to indirectly Newspaper - 4/15/98

acquire Capital Savings Bancorp, Jefferson City, Missouri, and

thereby indirectly acquire its wholly owned subsidiary, Capital

Savings Bank, Jefferson City, Missouri, and engage in the

operation of a thrift, pursuant to Section 225.28(b)(4)(ii) of

Regulation Y.*

* Subject to the provisions of the Community Reinvestment Act.

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

None
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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

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

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

revised in May 1995.

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

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

facilities.

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

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

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

None

Section VI - CRA examinations scheduled for 2nd Quarter of 1998

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and Notifications Filed During the Week of March 21, 1998

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

3(a)(3) Norwest Corporation, Minneapolis, Minnesota, for prior approval Fed Reg - 4/20/98

to acquire 100% of the voting shares of the First Bank of Grants,

Grants, New Mexico.*

CIC First National Corporation Employee Stock Ownership Plan, Fed Reg - 4/7/98

Grand Forks, North Dakota, to increase its ownership to 10.86%

of the voting shares of First National Corporation North Dakota,

Grand Forks, North Dakota.

CIC Donald O. Gilmer Revocable Trust to acquire control of 50.5% of N/Avail

the voting shares of Delano State Agency, Inc., Delano,

Minnesota.

*Subject to the provisions of the Community Reinvestment Act.

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

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

Type Application comment period

Ending date of

None

Section V - Publicly available CRA evaluations

RSSD Examination CRA CRA

number Institution/ Location date public date rating Exam type

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

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

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

revised in May 1995.

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

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

facilities.

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

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

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

RSSD Examination CRA CRA

number Institution/ Location date public date rating Exam type

467957 Fulton State Bank 12/8/97 3/16/98 Satisfactory Small Bank

Fulton, South Dakota

Section VI - CRA examinations scheduled for 2nd Quarter of 1998

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week of March 21, 1998

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

18(c)/Branch Mercantile Bank, Overland Park, Kansas, for prior approval to Newspaper - N/Avail

merge with Mercantile Bank of St. Joseph, St. Joseph, Missouri,

and Mercantile Bank of Northwest Missouri, Maryville,

Missouri; and establish additional branches.

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

Type Application comment period

Ending date of 

3(a)(1) South Tulsa Financial Corporation, Tulsa, Oklahoma; for prior Newspaper - 04/10/98

approval to become a bank holding company through the Fed Reg - 04/13/98

acquisition of 100 percent of the voting shares of Bank South,

N.A., Tulsa, Oklahoma.

3(a)(1) Giltner Investment Partnership II, Ltd., Omaha, Nebraska; for Newspaper - N/Avail

prior approval to become a bank holding company through the Fed Reg - 04/20/98

acquisition of 60 percent of the voting shares of The Avoca

Company, Omaha, Nebraska, and thereby indirectly acquire The

First State Bank of Nebraska, Bennet, Nebraska.

3(a)(3) CountryBanc Holding Company, Edmond, Oklahoma; for prior Newspaper - 04/12/98

approval to acquire 99.4 percent of the voting shares of Home Fed Reg - 04/16/98

State Bank, Hobart, Oklahoma.

3(a)(3) Wilber Co., Wilber, Nebraska; for prior approval to acquire 23.34 Newspaper - N/Avail

percent of the voting shares of NebraskaLand National Bank, Fed Reg - 04/17/98

North Platte, Nebraska, a de novo bank in organization.

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

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

Type Application comment period

Ending date of 

4(c)(8) 1st Choice Financial Corporation, Greeley, Colorado, to engage in

lending activities; and to establish Choice Investment Corporation, a

wholly owned subsidiary, and thereby provide mutual funds, discount

brokerage services, and other various investment services.

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

912550 Lusk State Bank 12/15/97 03/16/98 Satisfactory

415 S. Main Street

Lusk, Wyoming 82225

Section VI - CRA examinations scheduled for 2nd Quarter of 1998 

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week of March 21, 1998

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

None

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

3(a)(1) H B Financial Corp, Highlands, TX, to acquire H B Financial Corp of

Delaware, Wilmington, DE, and Highlands Bank, Highlands, TX

3(a)(1) H B Financial Corp of Delaware, Wilmington, DE, to acquire

Highlands Bank, Highlands, TX
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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

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

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

revised in May 1995.

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

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

facilities.

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

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

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

336361 Sanger Bank 11/10/97 2/23/98 Satisfactory Small Bank

501 North Stemmons

Sanger, TX 76266

Section VI - CRA examinations scheduled for 2nd Quarter of 1998

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and Notifications Filed During the Week of March 21, 1998

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

18(c) Bank of Commerce, San Diego, California, to merge with Rancho Newspaper - 4/10/98

Vista National Bank, Vista, California.*

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application period

Ending date of comment

3(a)(3) Security Bank Holding Company Employee Stock Ownership Newspaper - 3/28/98

Plan and Security Bank Holding Company, both of Coos Bay, Fed Reg - 4/10/98

Oregon, to acquire Family Security Bank (In Organization),

Brookings, Oregon.*

CIC Learner Family 1998 Trust, Walnut Creek, California, to acquire Newspaper - N/Avail

all of the outstanding shares of Learner Financial Corporation, Fed Reg - N/Avail

Walnut Creek, California.*

*Subject to the provisions of the Community Reinvestment Act. 

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

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

Type Application comment period

Ending date of

None

Section V - Publicly available CRA evaluations

RSSD Examination CRA CRA Large Small

number Institution/ Location date public date rating bank bank

Exam type

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

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

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

revised in May 1995.

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

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

facilities.

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

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

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

RSSD Examination CRA CRA Large Small

number Institution/ Location date public date rating bank bank

Exam type

None

Section VI - CRA examinations scheduled 2nd Quarter of 1998

Institution Location

None