Section V - Availability of CRA public evaluations

Description of the CRA Goal against which institutions are evaluated, the four performance tevels, 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

Footnotes



Federal Reserve Bank of Kansas City Week Ending October 3, 1997

1X IN_V - AV, ILITY
Identification of Ratings

Tn 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
Bank/Location RSSD# Exam Date —Date_ —Rating__
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
Ist Street
Stanberry, Missouri 64489-0129
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 I - Applications Subject to

Newspaper Notice Only

Comment Period

Application —Ending Date _
First Interstate Bank, Billings, Montana, for prior approval to merge October 24, 1997

with First Interstate Bank, fsb, Hamilton, Montana, and, incident
thereto, to establish a branch. *

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

Application . Ending Date
U.S. Bancorp, Minneapolis, Minnesota for prior approval to merge October 24, 1997
with Zappco, Inc., St. Cloud, Minnesota. * {Federal Register)
James DeForest Bennett, First PREMIER Bank, as Custodian FBO October 23, 1997

Emil William Erhardt IRA, Donald James Bennett, Steven Leroy Tostenrud, (Federal Register)
Alex Richard Zier, William Earl Thorndal, Robert Harry Sizemore,

William Jerome Curley, Jon Fredric Sustarich, Kenneth Leroy Baker,

Gregory Fred Bormann, Duncan Davis Flann, Ronald Herman Hornischer,

Reid Edmund Erickson, and Karen L. Eide, Trustee, Eide & Eide CPAs

Keogh Plan, as a group acting in concert, to acquire contro! of 75.50% of

the voting shares of Citizens Development Company, Billings, Montana.

James DeForest Bennett, First PREMIER Bank, as Custodian FBO October 23, 1997
Emil William Erhardt IRA, Donald James Bennett, Steven Leroy Tostenrud, (Federal Register)
Alex Richard Zier, D.A. Davidson & Co. as custodian FBO William Earl

Thorndal IRA, William Earl Thomdal, Robert Harry Sizemore,

William Jerome Curley, Jon Fredric Sustarich, Kenneth Leroy Baker,

Gregory Fred Bormann, Duncan Davis Flann, Ronald Herman Hornischer,

Reid Edmund Erickson, and Karen L. Eide, Trustee, Eide & Eide CPAs

Keogh Plan, as a group acting in concert, to acquire control of 79.47%

of the voting shares of United Bancorporation, Billings, Montana.

* Subject to CRA



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 10/03/97
Section V = ilability of CR blic Evaluations

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.


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

Footnotes

Section VI - CRA examinations scheduled for Quarter of

Institution Location

NONE

Footnotes



nowt ni NE RRR RSE oF

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 Acquiree or activity Section oflaw Reserve Bank End of comment period
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 Valley CIBC Cleveland May 23, 1997
East Bernstadt, KY Financial Company,
London, KY
Grell, Steven, Bovee Albert City Bankshares, CIBC Chicago August 29, 1997
Investment Trust, Inc., Albert City, IA &
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
Hardin County Majors Insurance Agency, 4 St. Louis. August 26, 1997
Bancshares, Inc., Inc.,
Savannah, TN Adamsville, TN general
insurance agency activities
in a town of less than 5,000
(b)1)
Hazard, Charles Boston Private Bancorp, CIBC Boston October 15, 1997
Michael, Boston, MA Inc., Boston,
MA, & Boston Private
Bank & Trust
Company, Boston, MA
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



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

First Citizens Bank of Troy, Troy, TN 3 St. Louis October 30, 1997
Bancshares, Inc.,
Dyersburg, TN
First Commercial First Charter Bancshares, 3 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 = 4 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 3 Kansas City October 6, 1997
Las Animas ESOP, Las Animas, Inc., Las Animas,
Animas, CO CO & First National Bank,
Las Animas, CO
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



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Mercantile Bank
Corporation, Grand
Rapids, MI

Mid America Banking
Corporation, Columbia,
MO

Mid America Mortgage
Services, Inc.,
Columbia, MO; Mid.
America Mortgage
Services of St. Louis,
Inc., St. Louis, MO; Mid
America Mortgage
Services of Springfield,
Inc.,

Springfield, MO

Midland Bancshares,
Inc., Kincaid, ]L

MidSouth Bancorp, Inc.,
ESOP, Lafayette, LA

Midwest Community
Bancshares, Inc.,
Marion, IL

Mutual Bancorp of the
Berkshires, Inc.,
Pittsfield, MA

Mutual Bancorp of the
Berkshires, Inc.,
Pittsfield, MA

Mutual Bancorp of the
Berkshires, Inc.,
Pittsfield, MA

Mercantile Bank of West 3
Michigan, Grand Rapids, MI

Pulaski Bancshares, Inc., 3
Dixon, MO & State Bank of
Dixon, Dixon, MO

Mid America Banking 3
Corporation, Columbia,

MO, & Pulaski Bancshares,

Inc., Dixon, MO, & State

Bank of Dixon,

Dixon, MO

The Midland Community 3
Bank, Kincaid, IL

MidSouth Bancorp, Inc., CIBC
Lafayette, LA & MidSouth

National Bank, Lafayette,

LA

The Bank of Marion, 3
Marion, IL

Pittsfield Central 4
Development Company,

LLC., Pittsfield, MA,
community development
activities (b)(12)

Trust Company of the 4
Berkshires, N.A., Pittsfield,

MA, perfomring trust

company functions (b)(5)

Lee National Banc Corp., 3
Lee, MA, & First National

Bank of the Berkshires,

Lee, MA & City Savings

Bank of Pittsfield,

Pittsfield, MA

Chicago

St. Louis

St. Louis

Chicago

Atlanta

St. Louis

Boston

Boston

Boston

October 9, 1997

October 27, 1997

October 27, 1997

October 31, 1997

September 30, 1997

September 2, 1997

October 10, 1997

October 10, 1997

September 19, 1997


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Premier Bancshares,
Inc., Atlanta, GA

GA

Pigeon Forge, TN

Progress Bancshares,
Inc., Sullivan, MO

Provident Financial
Group, Inc., & FGBI

of Cincinnati, OH

Rice Lake Bancorp,
Inc., Rice Lake, WI

Riverside Gulf Coast
Banking Company,
Cape Coral, FL

Rockdale National
Bankshares, Conyers,
GA

CORRECTION

Rockdale National
Bankshares, Inc.,
Conyers, GA

Prillaman, Bob Maurice
& Lillias B., Marietta,

Proffitt, Richard Todd,

Acquisition Corp., both

Citizens Gwinnett
Bankshares, Inc., Duluth,
GA & Citizens Bank of
Gwinnett, Duluth, GA

Independent Bancshares,
Inc., Powder Springs, GA

Tennessee State
Bancshares, Inc., Pigeon
Forge, TN (formerly
Gatlinburg, TN), and
Tennessee State Bank,
Gatlinburg, TN

Progress Bank of Sullivan,
Sullivan, MO, a
de novo bank

Florida Gulfcoast Bancorp,
Inc., Sarasota, FL, and
Enterprise National Bank of
Sarasota,

Sarasota, FL

TALCO, Inc., Menomonie,
WI & Menomonie Shares,
Inc., Menomonie, WI;
Menomonie Financial
Services, Inc., Menomonie,
WI & First Bank and Trust,
Menomonie, WI

Riverside Bank of the Gulf
Coast, Cape Coral, FL

Rockdale National Bank,
Conyers, GA

Rockdale National Bank,
Conyers, GA

CIBC

CIBC

Atlanta

Atlanta

Atlanta

St. Louis

Cleveland

Minneapolis

Atlanta

Atlanta

Atlanta

October 31, 1997

August 29, 1997

August 5, 1997

August 8, 1997

July 24, 1997

October 9, 1997

October 24, 1997

August 22, 1997

August 25, 1997


Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
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 Dallas 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 City, Bay City, TX
Citizens Bankers of
Delaware, Wilmington,
DE
Citizens Development Citizens Development Col., 4 Minneapolis October 23, 1997

Co., Billings, MT

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
Bankshares, Inc., Fargo,
ND

Community National
Corporation, Lexington,
TMN

Billings, MT, in making &
servicing loans, (b)(1)

U.S. National Bank, 3 Kansas City October 16, 1997
Midwest City, OK

Mooresville Savings Bank, 3 Richmond October 16, 1997
SSB, Mooresville, NC

Community First National 3 St. Louis October 24, 1997
Bank of West Plains, West

Plains,

MO

Dove Creek State Bank, 3 Kansas City October 20, 1997

Dover Creek, CO

Republic National Bancorp, 3 Minneapolis October 6, 1997
Inc., Pehoenix, AZ &

Republic National Bank of

Arizona, N.A., Phoenix, AZ

First National Summit 3 Minneapolis October 6, 1997
Bankshares, Inc., Gunnison,

CO & First National

Summit Bank, Gunnison,

co

Community National Bank 3 St. Louis October 17, 1997
of Tennessee, Lexington,
TN


Federal Reserve Bank of At!
Applications Bulletin for Week Ending October 3, 1

Section 1 - Applications Subject to New: t Notice Ont

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

Tuskegee, Alabama

To acquire the assets and assume the liabiliiies of a branch of First National Bank of Ashland,
Ashland, Alabama, located at 103 S. Elm Street, Tuskegee, Alabama, pursuant to Section 8(c) of
the Federal Deposit Insurance Act.

Colonial Bank 11-03-97*
Montgomery, Alabama

To establish a branch located at 5245 Service Road South, Mobile, Alabama, to be known as the
“Tillman’s Corner Office”, pursuant to Section 9 of the Federal Reserve Act.

Jamaica National Building Society 11-02-97*

Kingston 10, Jamaica

To establish an international representative office to be located in Fort Lauderdale, Florida, pursuant
to the International Banking Act of 1978.

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

Applicati Comment Period Ending Date
Trust No. 3 under Will of Charles Henderson Not yet available*

Troy, Alabama

Along with Henderson Bancshares, Inc., Troy, Alabama, to acquire Pea River Capital Corporation,
and its subsidiary, The Peoples Bank of Coffee County, both of Elba, Alabama, pursuant to Section
3(a)(3) of the Bank Holding Company Act.

Community Bankshares, Inc. 10-16-97*

Cornelia, Georgia Federal Register
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.

*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 29, 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 **97/10/23
SW Financial, Inc., Dover, DE, and
Southwest Bank, Fort Worth, TX
(Previously reported during the week of September 22, 1997)
*Section 3(a)(1) SW Financial, Inc., Dover, DE, to acquire **97/10/23

Southwest Bank, Fort Worth, TX
(Previously reported during the week of September 22, 1997)

Change in Control Carmen P. Smith Family Limited Partnership, Wichita Falls, **97/10/01
Notice TX, only notificant, to acquire an interest in

AmeriBancshares, Inc., Wichita Falls, TX

(Previously reported during the week of September 2, 1997)

*Section 3(a)(3) Olney Bancshares of Texas, Inc., Olney, TX, and Olney N/A
Bancorp of Delaware, Inc., Wilmington, DE, to acquire
First National Bank of Borger, Borger, TX, Citizens
National Bank of Childress, Childress, TX, and First State
Bank of Canadian, N.A., Canadian, TX

*Section 3(a)(1) | Amador Merger Corporation, Las Cruces, NM, to acquire N/A
Amador Bancshares, Inc., Las Cruces, NM, and Citizens
Bank of Las Cruces, Las Cruces, NM

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



Applicant or notificant

Acquiree or activity

Section of law ‘Reserve Bank

End of comment period

Bennett, James(2),
Billings, MT; Robert
Sizemore, Chinook,
MT; Willam Curley,
Oyenette, WI; Jon
Sustarich, Cambridge,
WI; Kenneth Baker,
Osceola, IA; Gregory
Bormann, Stickney, SD;
Duncan Flann, Iroquois,
SD; Ronald Hornischer,
Merrill, WI;
CONTINUED

Bennett, James(4),
Billings, MT; D.A.
Davidson & Co., as
custodian/FBO William
Thorndal IRA, Laurel,
MT; and James
Bennett, et al
CONTINUED

Bennett, James(5),
Billings, MT
CONTINUED

Citizens Bancshares
Company, Chillicothe,
MO

City National
Corporation, Beverly
Hills, CA

Douglas, Ronald B.,

Medina, WA

First National Bancorp,
Inc., Green Forest, AR

of Lewistown, Lewistown, CIBC
MT & Western Bank of

Chinook, N.A., Chinook,

MT

United Bancorporation, CIBC
Billings, MT & Bank of
Poynette, Poynette, WI;
Cambridge State bank,
Cambridge, WI; Clarke
County State Bank,
Osceola, IA; Farmers State
Bank, Stickney, SD;
Farmers & Merchants State
Bank, Iroquois, SD;
CONTINUED

Lincoln County Bank, CIBC
Merrill, WI & United Bank,
Osseo, WI

Trenton Trust Bancshares, 3
Inc., Trenton, MO &

Trenton Trust Company,
Trenton, MO

Harbor Bancorp, Long 3
Beach, CA & Harbor Bank,
Long Beach, CA

Washington Commercial CIBC
Bancorp, Redmond, WA &

Redmond National Bank,

Redmond, WA

First National Bank of 3

Green Forest, Green Forest,
AR

Minneapolis

Minneapolis

Minneapolis

Kansas City

San Francisco

San Francisco

St. Louis

October 23, 1997

October 23, 1997

October 23, 1997

November 7, 1997

November 7, 1997

October 29, 1997

November 3, 1997


H.2

Page 3

September 28, 1997 to October 4, 1997

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

New York
New Amboy, Inc., Old Bridge, New Jersey -- to acquire by merger Amboy National
Bank.
- Approved, October 1, 1997

Chicago
NW Bancorp, Inc., Prospect Heights, Illinois -- to acquire Northwest Community
Bank.

- Approved, October 2, 1997

Kansas City
Peoples Commercial Bancorp, Inc., Stilwell, Oklahoma -- to acquire Bank of
Commerce and to acquire shares of Peoples Bank, Westville, Oklahoma.
- Approved, October 3, 1997

Atlanta

Republic Security Financial Corporation, West Palm Beach, Florida -- request for
waiver of application in connection with the proposed merger with County National
Corporation.

- Granted, September 30, 1997

General Counsel

Rogers Family Limited Partnership, Little Rock, Arkansas -- determination that it is
a qualified family partnership under the Bank Holding Company Act.
- Granted, September 29, 1997

Dallas

Texas Financial Bancorporation, Inc., Minneapolis, Minnesota, and Delaware
Financial, Inc., Wilmington, Delaware -- to acquire CNB Bancshares of Victoria,
Victoria, Texas, and Citizens Bancorp of Delaware, Inc., Wilmington, Delaware, and
Citizens National Bank, Victoria, Texas.

- Approved, October 1, 1997

Atlanta
United Community Banks, Inc., Blairsville, Georgia -- to engage in the sale of
annuities and other insurance products through United Community Agencies, Inc.
- Returned, October 2, 1997



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

First National Security
Company, DeQueen, AR

Midland First Financial
Corporation, Lee's
Summit, MO

Roscoe Community
Bankshares, Inc.,
Roscoe, SD

Smith Mustang Ltd.,
Rio Vista, TX; Lowell
Smith, Jr., General
Partner

Sparta Union
Bancshares, Inc., Sparta,
WI

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

U.S. Bancorp(2),
Minneapolis, MN
CONTINUED

U.S. Bancorp(3),
Minneapolis, MN
CONTINUED

First Financial Corporation 3
of Idabel, Idabel, OK &

First State Bank of Idabel,
Idabel, OK

Midland Bank, Lee's 3
Summit, MO.

Roscoe Financial Services, 3
Inc., Roscoe, SD & First

State Bank of Roscoe,

Roscoe, SD

Mustang Financial
Corporation, Rio Vista,
TX, & First State Bank of
Rio Vista, Rio Vista, TX

CIBC

Union National Bank & 3
Trust Company, Sparta, WI

Pea River Capital 3
Corporation, Elba, AL, &

The Peoples Bank of Coffee
County, Elba, AL

arranging commercial real 4
estate equity financing,

asset manamange servicing

& collection activities, &
acquiring debt in default
(&)Q)GD, (vi), & (vii);

leasing personal or real

property (b)(3); financial &
investment advisory (b)(6);
CONTINUED

agency transactional 4
services for customer
investments (b)(7);

investment transactions as
principal (b)(8);

management consulting &
counseling (b)(9);((A)(1)

and (2); & insurance agency
activities (b)(11)(vii)

St. Louis

Kansas City

Minneapolis

Dallas

Chicago

Atlanta

Minneapolis

Minneapolis

November 7, 1997

November 3, 1997

October 28, 1997

October 28, 1997

November 3, 1997

November 3, 1997

October 29, 1997

October 29, 1997


Applicant or notificant

Acquiree or activity Section of law

Reserve Bank End of comment period

Bennett, James(2),
Billings, MT; Robert
Sizemore, Chinook,
MT; Willam Curley,
Oyenette, WI; Jon
Sustarich, Cambridge,
WI; Kenneth Baker,
Osceola, IA; Gregory
Bormann, Stickney, SD;
Duncan Flann, Iroquois,
SD; Ronald Hornischer,
Merrill, WI;
CONTINUED

Bennett, James(4),
Billings, MT; D.A.
Davidson & Co., as
custodian/FBO William
Thorndal IRA, Laurel,
MT; and James
Bennett, et al
CONTINUED

Bennett, James(5),
Billings, MT
CONTINUED

Citizens Bancshares
Company, Chillicothe,
MO

City National
Corporation, Beverly
Hills, CA

Douglas, Ronald B.,
Medina, WA

First National Bancorp,
Inc., Green Forest, AR

of Lewistown, Lewistown, CIBC
MT & Western Bank of
Chinook, N.A., Chinook,

MT

United Bancorporation, CIBC
Billings, MT & Bank of
Poynette, Poynette, WI;
Cambridge State bank,
Cambridge, WI; Clarke
County State Bank,
Osceola, IA; Farmers State
Bank, Stickney, SD;
Farmers & Merchants State
Bank, Iroquois, SD;
CONTINUED

Lincoln County Bank, CIBC
Merrill, WI & United Bank,

Osseo, WI

Trenton Trust Bancshares, 3
Inc., Trenton, MO &

Trenton Trust Company,
Trenton, MO.

Harbor Bancorp, Long 3
Beach, CA & Harbor Bank,
Long Beach, CA

Washington Commercial CIBC
Bancorp, Redmond, WA &
Redmond National Bank,

Redmond, WA

First National Bank of 3
Green Forest, Green Forest,
AR

Minneapolis October 23, 1997
Minneapolis October 23, 1997
Minneapolis October 23, 1997
Kansas City November 7, 1997
San Francisco November 7, 1997
San Francisco October 29, 1997
St. Louis November 3, 1997



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



ee]
RESERVE BANK APPLICATIONS BULLETIN For week ending October 3, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

SECTION V - AVAILABILITY OF CRA PUBLIC DISCLOSURES
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 RSSD Name of Bank Examination

Date



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 44993-1300
P.O. Box 428, N. Valley Street, Corning, GH 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



Federal Reserve Bank of Atlanta

aC rr Wi
Recently Approved Applications Approval Date
Republic Security Bank 09-30-97

West Palm Beach, Florida
To merge with County National Bank of South Florida, North Miami Beach, Florida, pursuant to
Section 18(c) of the Federal Deposit Insurance Act.

Republic Security Financial Corporation 09-30-97

West Palm Beach, Florida

Request for waiver of the application requirements of Section 3(a)(5) of the Bank Holding Company
Act by Republic Security Financial Corporation, West Palm Beach, Florida, in connection with its
proposed merger with County National Corporation, and its subsidiary, County Bank, both of North
Miami Beach, Florida.

Independent Bancshares, Inc. 10-03-97

Powder Springs, Georgia

After-the-fact change in control notice by Mr. Bob Maurice Prillaman and Ms. Lillias B. Prillaman
to retain 10.36 percent of the outstanding shares of Independent Bancshares, Inc., Power Springs,
Georgia, pursuant to the Change in Bank Control Act of 1978.

MidSouth Bancorp, Inc. 10-03-97

Employee Stock Ownership Plan

Lafayette, Louisiana
After-the-fact change in control notice by MidSouth Bancorp, Inc., Employee Stock Ownership Plan,
Lafayette, Louisiana, to retain 10.57 percent of the outstanding shares of MidSouth Bancorp, Inc.,
and its subsidiary, MidSouth National Bank , both of Lafayette, Louisiana, pursuant to the Change
in Bank Control Act of 1978.



Federal Reserve Bank of Richmond
ion V_- labili e bli 1 .

Week ending October 3, 1997

Definition of Ratings

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.



RESERVE BANK APPLICATIONS BULLETIN For week ending October 3, 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
reflected 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 PHILADELPHIA

1% = ILABILI F CRA LI LUATI

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 October 3, 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.

Bank, ‘ion Examinati CRA Rating

NONE NONE NONE



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
US Bancorp(1), U.S. Bancorp Investment, 4 Minneapolis October 29, 1997
Minneapolis, MN Inc., Minneapolis, MN, in
CONTINUED underwriting & dealing in

commercial paper,

municipal revenue bons,
mortgage-backed securities,
& consumer-receivable-
related securities; in
extending credit &
servicing loans (b)(1);
CONTINUED



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

1 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
Olympian New York Olympian Bank, Brooklyn, 3 New York October 9, 1997
Corporation, Brooklyn, NY
NY
Olympic Bancorp, Port Kitsap Bank, Port Orchard, 3 San Francisco September 19, 1997
Orchard, WA WA
One Valley Bancorp, One Valley Bank-Central 3 Richmond October 9, 1997
Inc., Charleston, WV Virginia, N.A., Lynchburg,

VA
P.C.B. Bancorp, Inc., Anchor Savings Bank, 4 Atlanta August 8, 1997
Largo, FL F.S.B., St. Petersburg, FL

operating a savings
association (b)(4)

Paradigm First National Bank of 3 Dallas October 3, 1997
Bancorporation, Inc., Dayton, Dayton, TX

Houston, TX &

Paradigm Delaware

Bancorporation, Inc.,

Dover, DE

Pederson, Richard Paul Page Bank Holding CIBC Minneapolis October 17, 1997
Il, Page, ND Company, Page, ND, &

Page State Bank, Page, ND

Penns Wood Bancorp, Columbia Financial 3 Philadelphia October 20, 1997
Inc., Williamsport, PA Corporation, Bloomsburg,
PA & First Columbia Bank

& Trust Company,
Bloomsburg, PA

Peoples Bancorp, Inc., Gateway Bancorp, Inc., 4 Cleveland August 1, 1997
| Marietta, OH Catlettsburg, KY, and
Catlettsburg Federal
1 Savings Bank, Catlettsburg,
KY operating a savings

' association (b)(4)(ii)



H.2 Page 8
September 28, 1997 to October 4, 1997

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

Dallas

Texas National Bank, Brenham, Texas -- report on competitive factors of the
proposed merger with New Texas Bank.
- Submitted, October 3, 1997

EXTENSIONS OF TIME

Atlanta

Century South Banks, Inc., Gainesville, Georgia -- extension to January 11, 1998, to
merge with Bank Corporation of Georgia, Macon, Georgia, and acquire First South
Bank, N.A., and Ameribank, N.A., Savannah, Georgia.

- Granted, October 2, 1997

Minneapolis

Flint Creek Valley Bank, Philipsburg, Montana -- extension to November 1, 1997, to
establish a branch in Drummond, Montana.
- Granted, September 29, 1997

Director, BS&R

Generale de Banque, Brussels, Belgium -- extension to January 19, 1999, to
conform its activities to the requirements of the Bank Holding Company Act.
- Granted, October 1, 1997

Richmond

Hanover Bank, Mechanicsville, Virginia -- extension to May 10, 1998, to establish a
branch at the intersection of Sliding Hill Road and Totopotomy Trail.
- Granted, October 3, 1997

Chicago
Marshall & IIsley Bank, Milwaukee, Wisconsin -- extension to December 30, 1997,

to merge with Security Bank, S.S.B., and establish branches.
- Granted, September 29, 1997

Cleveland

Mellon Bank Corporation, Pittsburgh, Pennsylvania -- extension to March 9, 1998,
to acquire First Business Corporation, Los Angeles, California.
- Granted, October 2, 1997


Federal Reserve Bank of Chicago

Section V = Availability of CRA Public Evaluati
Cont'd

BANK NAME/LOCATION = EXAMINATION DATE _— RATINGS

The State Bank of Geneva 6/23/97 s
22 South 4th Street

P.O. Box 108

Geneva, Illinois 60134-0108

(630) 232-3200

RSSD #991135



Reserve Bank

Applicant or notificant Acquiree or activity Section of law End of comment period
Yaeger, Marion P., Litchfield Bancshares CIBC St. Louis September 26, 1997
Trust, Grand Rapids, M1 Company, Litchfield, IL &

Litchfield National Bank,

Litchfield, IL
Young, David E., East Ridge CIBC Atlanta July 22, 1997
Chattanooga, TN Bancshares, Inc., East

Ridge, TN, and Bank of

East Ridge, East Ridge, TN
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


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 Carmody (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 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)

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)

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)



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 October 3, 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

Bennett, James(1), Citizens Development Co., CIBC Minneapolis October 23, 1997

Billings, MT; First
PREMIER Bank as
Custodian/FBO Emil
Erhardt IRA,
Stevensville, MT;
Donald Bennett,
Columbia Falls, MT;
Steven Tostenrud,
Billings, MT: Alex Zier,
Lewistown, MT;
William Thorndal,
Laurel, MT;
CONTINUED

Billings, MT, & First
Security Bank of Laurel,
Laurel, MT; First Citizens
Bank of Billings, Billings,
MT; Citizens State Bank,
Hamilton, MT; First
Citizens Bank, N.A.,
Columbia Falls, MT: First
National Bank
CONTINUED



Federal Reserve Bank of Chicago

Section Il - Applications Subject to Both N. 1 Federal

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(ay(L) & Washington Bancorp* FR - 10-23-97
4(c((8) Washington, Iowa NP - 10-25-97
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

3(a)(1) Midland Bancshares, Inc.* FR - 10-31-97
Kincaid, Illinois NP - **
The Midland Community Bank

Kincaid, Illinios

3(a)(1) Sparta Union Bancshares, Inc.* FR - **
Sparta, Wisconsin NP - **
Union National Bank & Trust Company
Sparta, Wisconsin



H.2 Page 5
September 28, 1997 to October 4, 1997

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

BANKS, STATE MEMBER

St. Louis

PNC Bank, Kentucky, Inc., Louisville, Kentucky -- request to make a community
development investment in a 24-unit low-income apartment complex.
- Granted, September 30, 1997

CAPITAL STOCK

Chicago
Bankers Trust Company, Des Moines, Iowa -- redemption of shares.
- Approved, October 3, 1997

Kansas City

Guaranty Corporation, Denver, Colorado -- redemption of shares
- Approved, October 1, 1997

San Francisco

Redding Bancorp, Redding, California -- redemption of stock.
- Approved, September 29, 1997

CHANGE IN BANK CONTROL

Dallas

First Haskell Bancorp, Inc., Haskell, Texas -- change in bank control.
- Permitted, October 2, 1997

Atlanta

Independent Bancshares, Inc., Powder Springs, Georgia -- change in bank control.
- Permitted, October 3, 1997

Atlanta

Midsouth Bancorp, Inc., Lafayette, Louisiana -- change in bank control.
- Permitted, October 3, 1997

Dallas

Rusk County Bancshares, Inc., Henderson, Texas -- change in bank control.
- Permitted, October 2, 1997



H.2 Page 4
September 28, 1997 to October 4, 1997

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

San Francisco

United Security Bancorporation, Spokane, Washington -- to merge with Community
Bancorporation, Pullman, Washington, and acquire Bank of Pullman.
- Approved, October 2, 1997

San Francisco

Zions Bancorporation, Salt Lake City, Utah -- to merge with GB Bancorporation,

San Diego, California, and acquire Grossmont Bank, San Diego, California, and to
* acquire shares of Rancho Vista National Bank, Vista, California, and Pacific

Commerce Bank, Chula Vista, California.

- Approved, September 30, 1997

BANK MERGERS

San Francisco

Business Bank of California, San Bernardino, California -- request for waiver of
application in connection with the proposed merger with High Desert National
Bank, Hesperia, California.

- Granted, October 3, 1997

Kansas City

Community Bank & Trust Company, Neosho, Missouri -- to merge with Citizens
Bank of Missouri, Carl Junction, Missouri, and to establish additional branches.
- Approved, October 3, 1997

Chicago
First Farmers Bank & Trust Company, Converse, Indiana -- to acquire certain assets
and assume certain liabilities of the Sheridan, Indiana, branch of NBD Bank, N.A.,
Indianapolis, Indiana, and to establish a branch.
- Approved, September 29, 1997

Atlanta

Republic Security Bank, West Palm Beach, Florida -- to merge with County
National Bank of South Florida, North Miami Beach, Florida.
- Approved, September 30, 1997 :



District
Federal Reserve Bank of Cleveland
Applications and notifications filed during the week ending 10/4/97

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
4C8LLEX Notice by Fifth Third Bancorp, Cincinnati, OH received on NONE

October 2, 1997, of its intent to acquire Heartland Capital
Management, Inc., Indianapolis, IN.

Footnotes



H2 ° Page 7
September 28, 1997 to October 4, 1997

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

Dallas

Herring National Bank, Vernon, Texas -- report on competitive factors of the
proposed merger with BFNB Trust Company National Association, Amarillo,
Texas.

~ Submitted, October 3, 1997

St. Louis
Metropolitan National Bank, Springfield, Missouri -- report on competitive factors

of the proposed merger with Citizens State Bank, Marshfield, Missouri.
- Submitted, October 3, 1997

Boston
National Iron Bank, Salisbury, Connecticut -- report on competitive factors of the
proposed acquisition of the assets and assumption of the liabilities of Interim
National Bank.
- Submitted, September 30, 1997

Dallas
Norwest Bank Texas, National Association, Lubbock, Texas -- report on competitive
factors of the proposed merger with Norwest Bank Texas, South Central, Victoria,

Texas.
~- Submitted, October 3, 1997

Philadelphia
Port Richmond Savings, Philadelphia, Pennsylvania -- report on competitive factors

of the proposed merger with Fillmore Building and Loan Association.
- Submitted, October 1, 1997

Dallas

Southwest Bank, Fort Worth, Texas -- report on competitive factors of the proposed
merger with New SWB, Inc.
- Submitted, September 30, 1997

San Francisco
Surety Bank, Vallejo, California, and Sunrise Bank, Roseville, California -- report
on competitive factors of the proposed merger with Acquisition Co. (in
organization).
- Submitted, September 30, 1997


ral Reserve B. At
ications in fe nding Octobs 7

Secti: : lications Subject to

Newspaper and Federal Register Notice

Application ent Period Ending Dat
Embry Bankshares, Inc. Not yet available*
Duluth, Georgia

After-the-fact change in control notice by Mr. Stuart A. Cashin, Jr., as co-trustee of the 1976 Mary

Jacqueline Embry Trust and the 1976 Sarah Elizabeth Embry Trust in the place of Mr. O’Neal
Embry, deceased, to retain 44.94 percent of the outstanding shares of Embry Bankshares, Inc.,
Duluth, Georgia, and its subsidiary, Embry National Bank , Lawrenceville, Georgia, pursuant to the
Change in Bank Control Act of 1978.

Great Southern Capital Corporation 10-30-97*

Employee Stock Ownership Plan Federal Register
Meridian, Mississippi
To acquire at least 50 percent of the outstanding shares of Great Southern Capital Corporation, and
its subsidiary, Great Southern National Bank, both of Meridian, Mississippi, pursuant to Section
3(a)(3) of the Bank Holding Company Act.

ection 3 - Applications Subject to Federal Register Onl

None.

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

Application

Appalachian Bancshares, Inc.
Ellijay, Georgia
Commitment waiver request.

South Banking Company

Alma, Georgia

Post notice to expand the geographic scope of Bankers Data Services, Inc., Alma, Georgia, pursuant
to Section 225.28(b)(14) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act.

*Subject to the provisions of the Community Reinvestment Act.


Federal Reserve Release

H.2

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

Applications and Reports Received

No. 40
Week Ending October 4, 1997

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



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Albrecht Financial Heartland Bankshares, Inc., 3 Chicago October 9, 1997
Services, Inc., Norwalk, Madrid, IA & City State
1A Bank, Grimes, IA
Amador Merger Citizens Bank of Las 3 Dallas October 31, 1997
Corporation, Las Cruces, Las Cruces, NM
Cruces, NM
Arrendale Undiversified CIBC Atlanta October 16, 1997
Family Limited
Partnership(2), Baldwin,
GA .
CONTINUED
Cynthia Bussey, in their
individual capacities
Arrendale Undiversified Habersham Bancorp, CIBC Atlanta October 16, 1997
Family Ltd. Cornelia, GA, &
Partnership(1), Baldwin, Habersham Bank,
GA; its general partners, Clarkesville, GA
Thomas A. Arrendale, CONTINUED
TH, Gainsville, GA;
Cynthia Bussey,
Altanta, GA; & Thomas
A. Arrendale, Jr.,
Clarkesville, GA;
Thomas A. Arrendale,
Ml, &
CONTINUED
Banco Bilbao Vizcaya, BBV LatInvest Securities 4 New York March 4, 1997
S.A., Inc.,
Bilbao, Spain New York, NY,
securities activities (b)(1),
(6)(4), (15), and (616)
Bank Capital Guaranty Corporation, 3 Kansas City September 26, 1997
Corporation, Strasburg, Denver, CO
co
Bank of New York State Street Boston 3 and 4 New York March 14, 1997
Company, Inc., Corporation,
New York, NY Boston, MA;
State Street Bank and Trust
Company,
Boston, MA
trust, securities and data
processing activities (b)(3),

(b)(4), and (6)(7)


H.2 Additions/Corrections

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

BANK BRANCHES, DOMESTIC

Chicago

Valley Ridge Bank, Kent City, Michigan -- to establish a branch at 47th South
Charles Street, White Cloud, Michigan.
- Approved, September 19, 1997

COMPETITIVE FACTORS REPORTS

Boston

Liberty Bank, Middletown, Connecticut -- report on competitive factors of the
proposed merger with First New London Savings and Loan Association, Inc., New
London, Connecticut.

- Submitted, September 10, 1997

Philadelphia

National Penn Bank, Boyertown, Pennsylvania -- report on competitive factors of
the proposed purchase of certain assets and assumption of certain liabilities of the
Topton branch of Patriot Bank, Pottstown, Pennsylvania.

- Submitted, September 25, 1997

EXTENSIONS OF TIME

Chicago

Community Savings Bank, Robins, lowa -- extension to June 3, 1998, to become a
member of the Federal Reserve System (included in error).
- Withdrawn, September 2, 1997



H.2 Page 9
September 28, 1997 to October 4, 1997

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

Director, BS&R
Merita Ltd., Helsinki, Finland -- extension of twelve months to conform its indirect

investment in Finlandia Center, Inc.
- Granted, September 30, 1997

Director, BS&R
Morgan Guaranty International Financial Corporation , Newark, Delaware --

extension of time to invest in J.P. Morgan Securities, Ltd., London, England.
- ~ Granted, October 1, 1997

Minneapolis
Norwest Corporation, Minneapolis, Minnesota -- extension to December 8, 1997, to
acquire Myers Bancshares, Inc., Dallas, Texas, and until December 9, 1997, to
acquire Woodhaven National Bank, Fort Worth, Texas.
- Granted, October 2, 1997

INTERNATIONAL OPERATIONS

Director, BS&R
First National Bank of Chicago, Chicago, Illinois -- waiver of the 45-day notice
period to make an investment in Dynamo M. Ltd., Nassau, Bahamas.
- Granted, September 30, 1997

MEMBERSHIP

San Francisco

Valley Independent Bank, El Centro, California -- to become a member of the
Federal Reserve System.
- Approved, October 2, 1997

REGULATIONS AND POLICIES
Secretary

Federal Open Market Committee -- minutes of the meeting on August 19, 1997.
- Published, October 2, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Myers, Judy Noe,
Dallas, TX

National Bank of
Canada, Montreal,
Canada & NatBC
Holding Corporation,
Hollywood, FL

National City
Bancshares, Inc.,
Evansville, IN

National Commerce
Bancorporation,
Memphis, TN

New Amboy, Inc., Old
Bridge, NJ

Northside Banking
Corporation, Tampa, FL

Norwest Corporation,
Minneapolis, MN,
through its wholly
owned subsidiaries
Norwest Financial
Services, Inc., and
Norwest Financial, Inc.,
both of Des Moines, IA

O.A.K. Financial
Corporation, Byron
Center,

MI

Rusk County Bancshares,
Inc., Henderson, TX &
Peoples State Bank,
Henderson, TX

Natbank, N.A., Hollywood,
FL & Natbank, N.A.

Fourth First Bancorp, Inc.,
Huntingburg, IN & First
Bank of Huntingburg,
Huntingburg, IN

First Market Banks, FSB,
Memphis, TN, operation of
a federal savings bank

(b)(4).

Amboy Bancorporation,
Old Bridge, NJ & Amboy
National Bank, Old Bridge,
NJ

Northside Bank of Tampa,
Tampa, FL

Cityside Fin.'l Serv.s of WI,
Inc., Cityside Savings &
Fin.'l Services, Co., &
Cityside Insurance Co.,
Ltd., Eden Prairie, MN, in
consumer fin. (b)(1); the
sale of insur. (b)(11)(), (ii)
& (iii) & the operation of a
nonbank depository
institution (b)(4)

Caledonia Financial
Corporation,
Caledonia, MI, & State
Bank of Caledonia,
Caledonia,

MI

Dallas

New York

St. Louis

St. Louis

New York

Atlanta

Minneapolis.

Chicago

September 24, 1997

October 3, 1997

October 3, 1997

October 10, 1997

September 26, 1997

August 29, 1997

October 17, 1997

August 15, 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

None. *Outstanding

Section VI - CRA examinations scheduled Quarter of

Institution Location

N/A

* Not Available.


Federal Reserve Bank of Chicago

oti : ilability of CRA Public Evaluation:

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 October 3, 1997. If you are interested in obtaining a copy of the evaluation document, please
contact the bank(s) directly.

Identification of Ratings

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 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.

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 EX, TION DA’ RATINGS
Pullman Bank and Trust Company 4/28/97 NY

1000 East 114th Street
Chicago, Illinois 60628-4697
(773) 602-8200

RSSD # 15536

Quad City Bank and 3/27/97 Ss
Trust Company

2118 Middle Road

Bettendorf, lowa 52722

(319)344-0600

RSSD # 2142155



Applicant or notificant

Acquiree or activity

Section oflaw 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

Boston Private Bancorp,
Inc., Boston, MA

HONOR Technologies, Inc.
Maitland, FL

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

Card Alert Services, Inc.
Arlington, VA

providing debit card
securities services (b)(7)

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

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

4 Richmond

4 Richmond

4 Richmond

September 3, 1997

September 3, 1997

March 27, 1997

October 21, 1997

October 14, 1997


NONE

ROS

ROS

Federal Reserve Bank of Chicago

Section III - lications Subj Federal Regi
Notice Only
Comment Period

Application Ending Date

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 oflaw Reserve Bank

End of comment period

Voorhees, Steven L.,
Harvard, NE

Wachovia Corporation,
Winston-Salem, NC

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

Harvard State Company,
Harvard, NE & Harvard
State Bank, Harvard, NE

Ist United Bancorp, Boca
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)

Central Fidelity Banks,
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,
Warwick, NY

Rubio Savings Bank of
Brighton, Brighton, IA &
Washington Federal
Savings Bank, operating a
savings association (b)(11)

Community Bankshares,
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
Corporation, Rice Lake, WI
& Brill Bancshares, Inc.,
Rice Lake, WI & Brill State
Bank, Brill, WI

CIBC

3

3and4

3

3and4

CIBC

Kansas City

Richmond

Richmond

New York

Chicago

Atlanta

Minneapolis

September 29, 1997

September 15, 1997

September 26, 1997

October 24, 1997

October 23, 1997

October 16, 1997

October 23, 1997


H.2
September 28, 1997 to October 4, 1997

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

Page 6

COMPETITIVE FACTORS REPORTS

St. Louis

Anderson National Bank of Lawrenceburg, Lexington, Kentucky -- report on

competitive factors of the proposed merger with Farmers Bank of Owingsville, Inc.,
Owingsville, Kentucky.

- Submitted, October 3, 1997

San Francisco

Business Bank of California, San Bernardino, California -- report on competitive

factors of the proposed merger with High Desert National Bank, Hesperia,
California.

- Submitted, September 30, 1997

Dallas

City Bank & Trust of Shreveport, Shreveport, Louisiana -- report on competitive
factors of the proposed merger with Interim Bank.
- Submitted, October 3, 1997

San Francisco

Columbia State Bank, Tacoma, Washington -- report on competitive factors of the
proposed merger with Bank of Fife, Fife, Washington.
- Submitted, September 30, 1997

Minneapolis

First American Bank, National Association, Minot, North Dakota -- report on
competitive factors of the proposed merger with First American Bank, National
Association, Devils Lake, North Dakota.

- Submitted, October 3, 1997

St. Louis

First Western Bank and Trust Company, Rogers, Arkansas -- report on competitive
factors of the proposed purchase of certain assets and assumption of the liabilities of

the Bella Vista, Arkansas, branch of Nationsbank, N.A., Charlotte, North Carolina.
- Submitted, September 29, 1997

Minneapolis

First Western Bank Wall, Wall, South Dakota -- report on competitive factors of the
proposed merger with First Western Bank Custer, Custer, South Dakota.
- Submitted, October 1, 1997



Federal Reserve Bank of Richmond

Notice Only
Application Comment Period Ending Date
None.
. . Licati bi
1 Federal . :
Application Comment Period Ending Date
None.
. . Licati . jeral . .
Application Comment Period Ending Date
None.
Section Iv - Application Not Subject to
Applicati

Triangle Bancorp, Inc., Raleigh,
North Carolina, to acquire Coastal
Leasing Corporation, Greenville,
North Carolina.



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Leake Family Citizens Capital CIBC Atlanta July 23, 1997
Partnership, L.P., Corporation, Magee, MS,
Jackson, and
MS Citizens State Bank, Magee,

MS.
Lexington B & L Lafayette Bancshares, Inc., 3 and 4 Kansas City August 4, 1997
Financial Corp., Lexington, MO, and
Lexington, Lafayette
MO County Bank of

Lexington/Wellington,

Lexington, MO; and B & L

Bank, Lexington, MO

operating a savings

association (b)(4)
Lloyds TSB Group IAI Holdings Inc., 4 New York March 26, 1997
PLC, and Lloyds Bank Investment Advisers, Inc.,
PLC, Minneapolis, MN, trust
both of London, England __ services (b)(3); investment

advisory services (b)(4);

full-service brokerage

(b)(15); foreign exchange

execution & advisory

services, and other advisory

& administrative services
Mahaska Investment Pella State Bank, Pella, IA 3 Chicago September 12, 1997
Company, Oskaloosa, IA
MainStreet BankGroup Commerce Bank 3 Richmond October 6, 1997
Incorporated, Corporation, College Park,
Martinsville, VA MD
Marengo Bancshares, Prairie State Bank, 3 Chicago October 2, 1997
Inc., Marengo, IL. Marengo, IL
MBNA Corporation, MBNA America Bank 3 Philadelphia November 1, 1997
Wilmington, DE (Delaware), Wilmington,

DE
Mercantile Bancorp, Golden Bancshares, Inc., 3 St. Louis October 27, 1997

Inc., Quincy, Illinois,
Quincy, IL

Golden, IL & Golden State
Bank, Golden, IL & Brown
County State Bank, Mount
Sterling, IL



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
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
of the Estate of Clifford
G. Young

Spectrum
Bancorporation, Inc.,
Omaha, NE

Spehar, David L. &
Nancy A., Kansas City,
KS

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

TCA Financial
Corporation,
Englewood, CO

Texas Financial
Bancorporation, Inc.,
Minneapolis, MN &
Delaware Financial,
Inc., 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

Company, Cozad, NE, and
First National Bank of
Chadron, Chadron, NE

First Savings & Loan 4 Minneapolis September 26, 1997
Association of South

Dakota, Inc., Aberdeen, SD

in the operation of a savings

association (b)(4)

First Community CIBC Kansas City August 5, 1997
Bancshares, Inc., Kansas

City, KS, and First

Community Bank, Kansas

City, KS

Southwest Bank, Fort 3 Dallas October 23, 1997
Worth, TX

Trust Company of America, 3 Kansas City October 31, 1997
Boulder, CO

CNB Bancshares of 3 Dallas September 26, 1997
Victoria, Victoria, TX &

Citizens Bancorp of

Delaware, Inc.,

Wilimington, DE &

Citizens National Bank,

Victoria, TX

Chase Manhattan Bank & 3 New York August 18, 1997
Trust Company, National

Association, Los Angeles,

CA

The First National Agency 3 Minneapolis October 20, 1997
at St. James, St. James, MN,

& The First National Bank

of St. James, St. James, MN

The Marine Bank, 3 Richmond October 6, 1997
Chincoteague, VA


FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of

CRA Public Evaluations
week ending October 3, 1997

F RAT!
Identi: ion

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
Cheyenne Western Bank June 23, 1997 Satisfactory
P.O. Box 368

Ashland, MT 59003-0368
(406) 784-2302

Citizens State Bank of St. James June 30, 1997 Outstanding
123 Armstrong Boulevard South

St. James, Minnesota 56081-0107

(507) 375-3201


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 Carmody (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 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)

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)

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)



Federal Reserve Bank of Kansas City Week Ending October 3, 1997

APPLICATION COMMENT PERIOD ENDING DATE

Michael P. Landen, Dallas, Texas, to acquire voting October 22, 1997
shares of Security National Corporation, Omaha,

Nebraska; and thereby indirectly acquire Security

National Bank of Omaha, Omaha, Nebraska.

TCA Financial Corporation, Englewood, Colorado, to October 31, 1997
become a bank holding company by acquiring 100

percent of the voting shares of Trust Company of

America, Boulder, Colorado, a de novo bank in

organization.*

- ‘A’ D
APPLICATION COMMENT PERIOD ENDING DATE
None.
= ICATI R
OR NEWSPAPER NOTICE
APPLICATION

None.


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
First Union and other nonbanking 3 and 4 Richmond September 19, 1997
Corporation(2), activities (b)(11)(iv); ()(5)
Charlotte, NC (OX7), (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
Frame, Chark S. & Premier Bancorp, Inc., CIBC Philadelphia October 22, 1997
David C., Doylestown, Doylestown, PA & Premier
PA Bank, Doylestown, PA
FSB Bancorp, MHC & Franklin Savings Bank, CIBC Boston August 28, 1997
FSB Bancorp, both of Farmington, MN
Farmington, ME
CORRECTION
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
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



Federal Reserve Bank of Chicago

ction I - Applicati i r
Notice Only
Comment Period

Type Application Ending Date

Branch Cole Taylor Bank NP - 10-1-97
Chicago, Illinois
111 West Washington Street
Chicago, Illinois

Merger & Branch Omni Bank NP - 10-18-97
Macomb, Illinois
Farmer State Bank of Ferris
Ferris, Illinois
1395 Buchaman Street
Carthage, Illinois
Main Street
Ferris, Illinois

Branch 1st Source Bank NP - 10-14-97
South Bend, Indiana
3905 Franklin Street
Michigan City, Indiana

Branch Farmers State Bank of Waupaca NP - 9-1-97
Waupaca, Wisconsin
118 W. Session Street
Waupaca, Wisconsin

NP - Newspaper
FR - Federal Register

* - Subject to Provisions of Community Reinvestment Act
** - Not available at this time



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

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

Landen, Michael P.,
Dallas, TX

JBC Bancshares, Inc.,
Jasper, GA

CIBC Atlanta

Kentucky Home Bank, 3
Bardstown, KY

San Francisco

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

CIBC Dallas

Americorp, Ventura, CA, CIBC
and American Commercial

Bank, Ventura, CA

San Francisco

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

CIBC San Francisco

Security National
Corporation, Omaha, NE &
Security National Bank of
Omaha, Omaha, NE

cIBC Kansas City

August 12, 1997

April 17, 1997

September 30, 1997

August 6, 1997

August 20, 1997

October 22, 1997


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

The Sanwa Bank
Limited, Osaka, Japan

Triangle Bancorp, Inc.,
Raleigh, NC

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

& Henderson
Bancshares, Inc., Troy,
AL

Trustbank Financial
Corporation, Denver, CO

US. Bancorp,
Minneapolis, MN

Union Planters
Corporation, Memphis,
IN

UST Corp. Boston, MA
CORRECTION

UST Corp., Boston, MA.

Vail Banks, Inc., Vail,
co

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

Bank of Mecklenburg,
Charlotte, NC

Pea River Capital,
Corporation, Elba, AL, &
Peoples Bank of Coffee
County, Elba, AL

Trust Bank of Colorado,
Denver, CO

Zappco, Inc., St. Cloud,
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)

Capital Bancorp, Miami, FL
& Capital Bank, Miami, FL

Firestone Financial Corp.,
Newton, MA in installment
loan and lease financing
activities to commercial
customer (b)(1) & (b)(3)

Firestone Financial Corp.,
Newton, MA in installment
loan & lease financing
activities to commercial
customers (b)(1) & (b)(3)

Cedaredge Financial
Services, Inc., Cedaredge,
co

3and4

San Francisco

Richmond

Atlanta

Kansas City

Minneapolis

St. Louis

Boston

Atlanta

Kansas City

October 21, 1997

August 1, 1997

October 24, 1997

October 20, 1997

October 24, 1997

October 3, 1997

September 5, 1997

September 15, 1997

October 6, 1997


H2 . Page 2
September 28, 1997 to October 4, 1997

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

Kansas City

Bank Capital Corporation, Strasburg, Colorado -- to increase ownership in Guaranty
Corporation, Denver, Colorado.
- Approved, October 1, 1997

Chicago

Centre 1 Bancorp, Inc., Beloit, Wisconsin -- to acquire Firs: Winnebago
Corporation, Winnebago, Illinois, and First National Bank of Winnebago.
- Approved, October 1, 1997

New York

Chase Manhattan Corporation, New York, New York; Chase Equity Holding, Inc.,
Wilmington, Delaware; and CBC Holding (Delaware) Inc. -- to acquire the corporate
trust services business of Mellon Bank Corporation, Pittsburgh, Pennsylvania, and
engage in trust company services through the acquisition of New Trust Company,
National Association.

- Approved, October 1, 1997

Richmond

First National Bank of Rocky Mount, Rocky Mount, Virginia -- request for waiver
of application in connection with the proposed establishment of First National
Exchange Bank, Roanoke, Virginia.

- Granted, October 2, 1997

Minneapolis
First Western Bancorp, Inc., Huron, South Dakota -- notice to acquire shares of

Direct Technology, LLC, and engage in data processing activities.
- Withdrawn, September 29, 1997

Chicago
Marshall & Ilsley Corporation, Milwaukee, Wisconsin -- to acquire Security Capital

Corporation and Security Bank, S.S.B.
- Approved, September 29, 1997

Secretary

National City Corporation, Cleveland, Ohio -- to engage through Electronic
Payment Services, Inc., a joint venture, in automated teller machine and
point-of-sale activities worldwide, and thereby engage in data processing.

- Permitted, September 29, 1997



H.2A

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

Notices Filed as of October 3, 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
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 10/03/97

Section I - Applications Subject to Newspaper Notice Only
Application Comment Period Ending Date
Westamerica Bank, San Rafael, CA, to establish a mobile Newspaper: 10/31/97

branch office to serve Marin County, California. *

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

Heritage Financial Corporation to become a Newspaper: Not available
bank holding company by acquiring Heritage Savings

Bank, both of Olympia, Washington. * Fed. Reg.; 10/31/97
Greater Bay Bancorp, Palo Alto, California, to Newspaper: Not available
acquire Peninsula Bank of Commerce, Millbrae,

California. * Fed, Reg.: 10/31/97

ction III -Applications Subject to Federal Register
The Sanwa Bank, Limited, Osaka, Japan, to engage in Fed. Reg.: 10/21/97

leasing and financing activities through the acquisition of
Morcroft Capital Corporation, Fairfield, New Jersey.

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

None

* 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

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, II, 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



FEDERAL RESERVE BANK OF NEW YORK

Comment Period
Endi

SECTIONT
Applications Subject to Newspaper
_____Notice Only _

None.

SECTION It

Applications Subject to Both
1 Regi ti

Canisteo Valley Corporation, Canisteo, New York, a proposed one-bank
holding company, to acquire 100 percent of the shares of common stock of
First State Bank, Canisteo, New York. 1/ 10/30/97 2/

SECTION Ti

Nonbanking Applications
(subject to Federal Register Notice Only )

Toronto-Dominion Bank, Toronto, Canada and Waterhouse Investors

Services, Inc., New York, New York, to acquire the assets of Kennedy,

Cabot & Co., Beverly Hills, California, and thereby engage in investment

advisory, securities brokerage and riskless principal activities. N/A
lone.

SECTION IV

Applications Not Involving
Public Comment

Peapack-Gladstone Financial Corporation, Gladstone, New Jersey, to become
a bank holding company with respect to Peapack-Gladstone Bank, Gladstone,
New Jersey.

SECTION V
Availability of CRA Public Evaluations

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.



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Heath, Craig Dwight,
Phoenix, AZ

Heritage Financial
Corporation, Olympia,
WA

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

Iron Bancshares, Inc.,
Salisbury, CT

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

Jacobsen, Sam J.,
Middleton, WI

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

Heritage Savings Bank,
Olympia, WA

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

Northwest Bancshares of
Louisiana, Inc., Mansfield,
LA & First National Bank
in Mansfield, Mansfield, LA

Horizon Bank of Columbia
County, Magnolia, AR

Aubrey G. Lanston & Co.,
Inc.,

New York, NY, securities
activities (b)(7); data
processing (b)(14);
financial & investment
activities (b)(6); and
underwriting (b)(8)

The National Iron Bank,
Salisbury, CT

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

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

CIBC St. Louis

3 San Francisco
3 Atlanta

3 Atlanta

3 St. Louis

4 New York

3 Boston

CIBC Chicago
CIBC Chicago

October 1, 1997

October 31, 1997

August 11, 1997

October 24, 1997

October 20, 1997

May 12, 1997

October 2, 1997

September 3, 1997

August 28, 1997



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Peoples Bancorporation,
Inc., Cuba, MO

Peoples Commercial
Bancorp, Inc., Stilwell,
OK

Peoples Community
Bancshares, Inc.,
Colquitt,

GA

Peoples Financial Corp.,
Inc., Ford City, PA

Plainview Holding
Company,
Pilger, NE

Planters & Merchants
Bancshares, Inc.,
Hearne,

TX, & Planters &
Merchants Bancshares
of Delaware, Inc.,
Wilmington, DE

Platt, Michael D.,
Hardtner, KS; Molz,
James L., Kiowa, KS;
Collins, David C., &
Pederson, Roland

C., both of Burlington,
OK

Popular, Inc., Hato Rey,
Puerto Rico

Preimer Bancorp, Inc.,
Doylestown, PA

Peoples Investment
Corporation, Cuba, MO &
Peoples Bank, Cuba, MO

Bank of Commerce,
Stilwell, OK & Peoples
Bank, Westville, OK

Farmers Bank of Malone,
Malone, FL

Elderton State Bank,
Elderton, PA

American National
Creighton Co.,

Creighton, NE, and
American National Bank of
Creighton,

Creighton, NE

Homestead Bank, S.S.B.,
College Station, TX

B-K Agency, Inc. Hardtner,
KS, & The Farmers State
Bank, Hardtner, KS.

Houston Bancorporation,
Inc., Houston, TX, &
Citizens National Bank,
Houston, TX

Preimer Bank, Doylestown,
PA

St. Louis

Kansas City

Atlanta

Cleveland

Kansas City

Dallas

Kansas City

New York

Philadelphia

October 17, 1997

September 26, 1997

August 11, 1997

August 25, 1997

June 23, 1997

August 14, 1997

September 10, 1997

October 16, 1997

October 23, 1997



FEDERAL RESERVE BANK OF PHILADELPHIA

I- T T
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.

- TOB R
-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.



H.2
September 28, 1997 to October 4, 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

Kansas City

Eaton Bank, Eaton, Colorado -- to establish a branch at 930 11th Avenue and 1025
10th Street, Greeley, Colorado.
- Approved, September 30, 1997

Cleveland

Heartland Bank, Croton, Ohio -- to establish a branch at 6887 East Main Street,
Reynoldsburg, Ohio.
- Approved, October 3, 1997

Chicago
Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at the intersection
of Lake Lansing Road and Coolidge Avenue, East Lansing, Michigan.
- Approved, September 30, 1997

Chicago
Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at 3205 Eagle Crest
N.E.
- Approved, September 29, 1997

Chicago
Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at 8235 Holly
Road, Grand Blanc, Michigan.
- Approved, September 30, 1997

Kansas City

State Bank & Trust Company, Colorado Springs, Colorado -- to establish a branch at
5710 Palmer Park Boulevard.
- Approved, October 3, 1997

BANK HOLDING COMPANIES

Dallas

ANB Corporation, Terrell, Texas -- to acquire Lakeside Bancshares, Inc., Rockwall,
Texas, and Lakeside National Bank.
- Approved, September 29, 1997



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject

Comment Period
Application i ate
U.S. Bancorp, Minneapolis, Minnesota to engage in data processing October 24, 1997
activities through the acquisition of Zappco, Inc., St. Cloud, Minnesota
and indirectly its nonbank subsidiary, Zapp Data, Inc.
Citizens Development Company, Billings, Montana to engage de nove October 23, 1997

in lending activities.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to

Federal Register Notice or Newspaper Notice
Application

Montana First National Bancorporation, Kalispell, Montana for prior
approval to become a bank holding company through the acquisition
of at least 80% of the voting shares of Montana First National Bank
of Kalispell, Kalispell, Montana.


Resi Al
Applicat letin i r 3, 1997

tion 10 - ilability of ublic ition:

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:

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 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
Bank of St. Petersburg Satisfactory 06-23-97

777 Pasadena Avenue So.
St. Petersburg, Florida 33707
(813) 347-3132



No. 40

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

TESTIMONY AND STATEMENTS

Accounting standards for derivatives and risk management activities -- statement
by Governor Phillips before the Subcommittee on Capital Markets, Securities and
Government Sponsored Enterprises of the House Committee on Banking and
Financial Services, October 1, 1997.

- Published, October 1, 1997

Quality and quantity of some new-design $50 notes -- statement by Theodore E.
Allison, Assistant to the Board, before the Subcommittee on Domestic and
International Monetary Policy of the House Committee on Banking and Financial
Services, October 1, 1997.

- Published, October 1, 1997

BANK HOLDING COMPANIES

ANB Holding Company, Ltd., Terrell, Texas, and ANB Corporation -- to acquire
Lakeside Bancshares, Inc., Rockwall, Texas, and Lakeside National Bank.
- Approved, September 29, 1997

Chase Manhattan Corporation, New York, New York, and Chase Holding
Delaware, Inc. -- to acquire Chase Manhattan Bank and Trust, Company, Los
Angeles, California.

- Approved, September 29, 1997


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Bradley Investments, Evergreen Bancorporation, CIBC Kansas City October 10, 1997
L.L.L.P., Golden, CO, Evergreen, CO &
Bradley, Leo N., Evergreen National Bank,
Golden, CO, Bradley, Evergreen, CO
Susan Q., Denver, CO,
and Bradley, Jeffrey N.,
Denver, CO
Builders Financial Builders Bank, Chicago, IL 3 Chicago October 23, 1997
Corporation, Chicago, IL
California Community Securities First Bank, 3 San Francisco September 29, 1997
Financial Institutions Fulleton, CA
Fund Limited
Partnership; Belvedere
Capital Partners, Inc., &
Newco, all of San
Francisco, CA &
National Bancorp of
Alaska, Inc.,
Anchorage, AL
Calvin B. Taylor Calvin B.Taylor Banking 3 Richmond September 15, 1997
Bankshares, Inc., Berlin, Company of Berlin
MD Maryland, Berlin, MD, &
Calvin B. Taylor Bank of
Delaware, Ocean View, DE
Canadian Impercial agency transactional 4 New York August 28, 1997
Bank of Commerce(3), services (b)(7); in
Toronto, CA underwriting & delaing in
CONTINUED government obligations &
money market instruments,
providing investments &
trading services & buying
& selling bullion & related
activities (6)(8)
Canadian Imperial Bank CIBC Wood Gundy 4 New York August 28, 1997
of Commerce(1), Securities Corp. (“CIBC
Toronto, Canada Wood Gundy"), New York,
CONTINUED NY, all the outstanding

shares of Oppenheimer
Holdings, Inc., New York,
NY, & its subsidiaries,
including

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


RESERVE BANK APPLICATIONS BULLETIN For week ending October 3, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

Application End of Comment Period
None.
SECTION Il - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL
REGISTER NOTICE
Application End of Comment Period

* Section 3(a)(1) notification by Horizon Bancorp of
South Arkansas, Inc., Magnolia, Arkansas, to acquire
Horizon Bank of Columbia County, Magnolia, Arkansas. Newspaper: 10-24-97

* Section 3(a)(1) notification by Peoples Bancorporation,
Inc., Cuba, Missouri, to acquire Peoples Investment
Corporation, Cuba, Missouri. Newspaper: 10-20-97

* Section 3(a)(1) notification by First National Bancorp,
Inc., Green Forest, Arkansas, to acquire First National Bank
in Green Forest, Green Forest, Arkansas. Newspaper: 11-1-97

* Section 3(a)(3) notification by First National Security
Company, DeQueen, Arkansas, to acquire First Financial

Corporation of Idabel, Idabel, Oklahoma. Newspaper: 11-4-97
-SECTION Ill - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE
None.
SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

Section 9 notification by PNC Bank, Kentucky, Inc.,

Louisville, Kentucky, to make an additional investment in

a community development project, with the aggregate of all

such investments exceeding 5% of the bank’s capital stock

and surplus. N/A


Federal Reserve Bank of Dallas

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

Comment period
Type Application ending date
Section II - 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

Section Il - Applications Subject to Both N E

Register Noti
Comment Period
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)(3) 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(ay(1) Builders Financial Corporation* FR - 10-23-97
Chicago, Illinois NP - 08-21-97
Builders Bank (in organization)
Chicago, Illinois
3(a)(1) George Washington Bancorp, Inc.* FR - 10-6-97
Oak Lawn, Illinois NP - 10-27-97
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
3(a)(3) FBOP Corporation* FR - 10-27-97
Oak Park, Illinois NP - **

California Bank, N.A. (in organization)
Beverly Hills, California



District 1
Federal Reserve Bank of Boston
Applications and notifications filed during the week of 10-3-97

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
CIC Boston Private Bancorp, Inc., Boston, MA - pursuant to section Newspaper -

225.41 of Regulation Y by Charles Michael Hazard to acquire N/Avail
greater than 10% of the outstanding common stock of Boston
Private Bancorp, Inc. Fed Reg ~ 10/15/97

Footnotes

Section III - Applications subject to Federal Register notice only

Ending date of
Type Application comment period
4(c)(8) Boston Private Bancorp, Inc., Boston, MA - notification pursuant to Fed Reg - 10/21/97
section 225.24(a)(2) of Regulation Y to acquire Westfield Capital
Management Company, Inc., Boston, MA
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

Rockdale National
Bankshares, Inc.,
Conyers, GA

Roseau Realty Co., Inc.,
Roseau, MN

Security Bank Holding
Company ESOP and
Security Bank Holding
Company, both of Coos
Bay, OR

Security State
Bancshares, Inc.,
Charleston, MO.

Shields, James Homer,
IH, London, England

SIS Bancorp, Inc.,
Springfield, MA

Smith, Carmen P.
Family Limited
Partnership; Smith,
Carmen P.; &
Woodruff, Peggie J., as
General Partners, all of
Wichita Falls, TX

Smith, James Randel,
Auburn, NE; Jobe, Jerry
A. Tabor, IA; and
Schaaf, Grant, T.,
Randolph, IA

Smith, James Randel,
Auburn, NE; Jobe, Jerry
A., Tabor, IA, and
Schaaf, Grant T.,
Randolph, IA
CORRECTION

Rockdale National Bank,
Conyers, GA.

Citizens State Bank of
Roseau, Roseau, MN, in
general insurance agency
activities (b)(11)(ii)(A)

Pacific State Bank,
Reedsport, OR

Merchants and Planters
Bank of Hornersville,
Hornersville, MO

Sebastian Bankshares, Inc.,
Barling, AR & River Valley
Bank and Trust, Lavaca, AR

Glastonbury Bank & Trust
Company, Glastonbury, CT

AmeriBancShares, Inc.,
Wichita Falls, TX &
AmeriBancShares of
Delaware, Inc.,
Wilmington, DE &
American National Bank,
Wichita Falls, TX

Tabor Enterprises, Inc.,
Tabor, IA & First State
Bank, Tabor, 1A

Tabor Enterprises, Inc.,
Tabor, IA, & First State
Bank, Tabor, 1A
CORRECTION

3 and 4

CIBC

CIBC

CIBC

CIBC

Atlanta

Minneapolis

San Francisco

St. Louis

St. Louis

Boston

Dallas

Chicago

Chicago

August 22, 1997

October 23, 1997

October 20, 1997

October 24, 1997

September 24, 1997

October 16, 1997

September 24, 1997

October 1, 1997

October 1, 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
Canisteo Valley First State Bank, Canisteo, 3 New York October 30, 1997
Corporation, Canisteo, NY
NY
Capitol Bancorp, Ltd., Muskegon Commerce 3 Chicago October 31, 1997
Lansing, MI Bank, Muskegon, MI
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
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 oflaw Reserve Bank

End of comment period

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

Deutsche Bank, AG
(Main)

Federal Republic of
Germany

Exchange National
Bancshares, Inc.,
Jefferson City, MO

F.N.B. Corporation,
Hermitage PA &
Southwest Banks, Inc.,
Naples, FL

F.N.B. Corporation,
Hermitage, PA

FBOP Corporation, Oak
Park, IL

FBOP Corporation, Oak
Park, IL

First Banks, Inc., St.
Louis, MO

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

Ganis Credit Corporation,
Newport Beach, CA,
lending (b)(1)

Union State Bancshares,
Inc., Clinton, MO & Union
State Bank & Trust
Company of Clinton,
Clinton, MO

Mercantile Bank of
Southwest Florida, Naples,
FL

Indian Rocks State Bank,
Largo, FL

First Capital Bank of
Arizona, Phoenix, AZ

California Bank, N.A.,
Beverly Hills, CA

Surety Bank, Vallejo, CA

3

CIBC

Atlanta

Kansas City

Kansas City

Kansas City

New York

St. Louis

Cleveland

Cleveland

Chicago

Chicago

St. Louis

October 6, 1997

October 6, 1997

October 23, 1997

October 15, 1997

May 12, 1997

October 2, 1997

October 10, 1997

September 2, 1997

October 2, 1997

October 27, 1997

October 14, 1997


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.

Week Ending October 4, 1997

NAME OF BANK. RATING
Bank of Avoca Satisfactory
18 North Main Street

Avoca, New York 14809

I/ 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

EXAMINATION DATE
May 12, 1997