AVAILABILITY OF CRA PUBLIC EVALUATIONS
(May 2, 1997)

The following state member banks have been examined by the Federal Reserve Bank of
Cleveland for compliance with The Community Reinvestment Act. A public evaluation
document became available from the bank(s) listed below during the week ended May 2, 1997.
If you are interested in obtaining a copy of an evaluation document, please contact the bank(s)
directly.

There are four descriptive ratings for CRA:

OUTSTANDING: a bank 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: a bank 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: a bank 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 NON COMPLIANCE: a bank 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.

NONE



KANSAS CITY RESERVE BANK APPLICATIONS AND REPORTS RECEIVED
During the week ending May 2, 1997

I- APPLIC, T W: ONLY
APPLICATION PERIO! DATE
None.
SECTION II - APPLI' T BOT.
NEWSPAPE! EDE! ISTER NOT
APPLICATION PERIOD DA
FSB Bancorp of Fort Morgan, ESOP, Fort Morgan, Not Available

Colorado, for prior approval to acquire up to 33.09
percent of the voting shares of FSB Bancorporation,
Inc., Fort Morgan, Colorado.*

Reich Family Limited Partnership, Kansas City, Not Available
Missouri, to increase their ownership interest from 22

percent to 34 percent of the voting shares of Blue Ridge

Bancshares, Inc., Kansas City, Missouri.*

SECTION III - APPL) IONS SUB. T TO FEDERAL ISTER NOTIC Y
APPLICATION MMENT PE) ENDING DATE
None.
ECTION IV - APPLICATIONS NOT SUBJECT TO FEDE) ISTER NOTI
OR NEWSPAI TICE
APPLICATION

None.



RESERVE BANK APPLICATIONS BULLETIN For week ending May 2, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

E - A T R
Application nt Peri
None.
: LICATI ECT BOT
NEWSPAPER AND FEDERAL REGISTER NOTICE
Application ‘nd of Comment Peri

* Section 3(a)(3) notification by Whipple Family

Limited Partnership, Arkadelphia, Arkansas, to

increase its ownership interest in Horizon Bancorp,

Inc., Arkadelphia, Arkansas, from 46.53 percent to

49.99 percent. Newspaper: 5-24-97

Change in control notification involving Fredonia
Valley Bancorp, Inc., Fredonia, Kentucky, by
William H. Young. Newspaper: 5-26-97

* Section 3(a)(1) notification by Trustcorp Financial,
Inc., St. Louis, Missouri, to acquire Missouri State

Bank & Trust Company, St. Louis, Missouri. Newspaper: 5-22-97
SECTION III - LICATI T E) I TICE
Application mn nt Peri

Section 4(c)(8) notification by Union Illinois Company,

Swansea, Illinois, to engage in finance company activities

through the acquisition of the assets of Missouri PayDay

Loan Company, Inc., Missouri Budget, Inc. d/b/a

Missouri PayDay Loan, and Budget Finance, Inc., all

of St. Louis, Missouri (previously reported during the

week ending April 25, 1997). 5-19-97

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE
Applicati .
None.

*This notification is subject to CRA.


FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 5/02/97
Section V = Availability of CRA Public Evaluati

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.

Instituti Locati Examination L ag

Cuyamaca Bank 9955 Mission Gorge Rd. 1/06/97 Satisfactory ~
Santee, CA 92071-3841
(619) 562-6400

Western Security Bank 7401 E Camelback Rd. 1/06/97 Satisfactory
Scottsdale, AZ 85251-3508
(602) 947-9888

*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.



Bank. The information will be updated at least every three business days.
The HL2, which lists actions taken by the Board on applications plus
applications received, and Commumity Reinvestment activities, will continue to be published.
0-



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)


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
First Bank System, Inc, personal and institutional 3and4 Minneapolis May 16, 1997
(3), trust & fiduciary activities
Minneapolis, MN (b\3); U.S, Bancorp
CONTINUED Insurance Agency, Inc.,

Portland, OR, insurance

agency activities (b)(8)(i)

and (vii); U.S. Trade

Services, Inc., Portland,

OR, letter of credit

activities, (b)(1)(iv);

CONTINUED
First Bank System, Inc. West One Life Insurance 3and4 Minneapolis May 16, 1997
(4), Co., Portland, OR, credit
Minneapolis, MN reinsurance (b)(8)(i); CBI
CONTINUED Mortgage, Modesto, CA,

mortgage banking

(b)(1)(iii); Compass Group,

Inc., Spokane, WA,

investment advisory

services (b)(4); Island

Bancorp Leasing, Inc.,

Alameda, CA,

CONTINUED
First Bank System, Inc. leasing & equipment 3and4 Minneapolis May 16, 1997
(5), financing (b)(5); and
Minneapolis, MN numerous partnerships,

community development

activities, (b)(6)
First Bank System, Inc., First Bank of South Dakota, 3 Minneapolis May 1, 1997
Minneapolis, MN Sioux Falls, SD;

First Interim Bank of

Cheyenne, FSB,

Cheyenne, WY
First Citizens Bancorp, The Home Bank FSB, 4 Atlanta April 25, 1997
Cleveland, TN Ducktown, TN, savings

association (b)(9)
First Coastal Bancshares, First Coastal Bank, N.A., 3 San Francisco April 11, 1997
El Segundo, CA El Segundo, CA
First Commerical First Central Corporation, 3 St. Louis April 22, 1997
Corporation, Searcy, AR;

Little Rock, AR

First National Bank,
Search, AR



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Deutsche Bank, AG Ganis Credit Corporation, 4 New York May 12, 1997
(Main) ‘Newport Beach, CA,
Federal Republic of lending (b)(1)
Germany
DUNN Investment Co., Dunn Shares, Inc., 3 Chicago May 16, 1997
Eagle Grove, [A Eagle Grove, IA;
Security Savings Bank,
Eagle Grove, 1A;
and F&M Shares Corp.,
Eagle Grove, 1A;
Farmers & Merchants
Savings Bank,
Manchester, IA.
Eden Financial The First State Bank of 3 Dallas March 24, 1997
Corporation, Rankin,
San Angelo, TX Rankin, TX
Eggemeyer Advisory California Commercial 3 and4 San Francisco April 18, 1997
Corp., Bankshares,
San Diego, CA; Newport Beach, CA;
Castle Creek Capital, National Bank of Southern
LL.c., California,
San Diego, CA; Newport Beach, CA;
Castle Creek Capital Venture Partners, Inc.,
Partners Fund - I, L.P., Newport Beach, CA,
San Diego, CA; trust services (b)(3)(ii)
and Monarch Bancorp,

Laguna Niguel, CA

Exchange Bankshares
Corporation of Kansas,
Atchison, KS

F&M Bancorporation,
Inc.,

Kaukana, WI;

F&M Merger
Corporation,
Kaukana, WI

F&M Bancorporation,
Inc.,

Kaukana, WI;

F&M Merger
Corporation,
Kaukana, WI

The Farmers and Merchants 3
State Bank,
Effingham, KS

Kansas City

Wisconsin Ban Corp., 3
Prairie Du Chien, WI;

Prairie City Bank,

Prairie Du Chien, WI

Chicago

Citizen's National 3
Bancorporation,

Darlington, WI;

Citizen's National Bank of
Darlington,

Darlington, WI

Chicago

May 2, 1997

May 12, 1997

May 12, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

InvestorsBancorp, Inc.,
Pewaukee, WI

Kale, Denis L. and
Sandra,
Osceola, 1A

Karge, Carl L.,
Wolf Point, MT

Kazi, Zubair and Khatija,
Studio City, CA;

and Abdul-Rahman,
Yahia and Magda,
Pasadena, CA

Kazi, Zubair and Khatija,
Studio City, CA;

and Yahia and Magda
Abdul-Rahman,
Pasadena, CA

Korea Long Term
Credit Bank,
Seoul, Korea

Kremlin Bancshares,
Inc.,
Kremlin, OK

Lane, Richard E.(1);
McFadin, Nick, Jr.;
Krause, Charles

F.; Rockwald Ltd.;
Wolff, Gary W.;
Meadows, Gilbert R.; G.
G. Gale Family
Partners, Ltd.; BGG
Associates, LC;
Schroeder, George F.;
all of San Antonio, TX;
CONTINUED

InvestorsBank,
Pewaukee, WI

Osceola Bancorporation,
Osceola, IA;

American State Bank,
Osceola, IA

Western Holding Company,
Wolf Point, MT;

Western Bank of Wolf
Point,

Wolf Point, MT

Greater Pacific Bancshares,
Whittier, CA;

Bank of Whittier, N.A.,
Whittier, CA

Kentucky Home Bank,
Bardstown, KY

Nara Bank, National
Association,
Los Angeles, CA

Bank of Kremlin,
Kremlin, OK

South Texas Capital Group,
Inc.,

San Antonio, TX;

Plaza International Bank,
N.A,,

San Antonio, TX;
CONTINUED

CIBC

CIBC

CIBC

CIBC

Chicago

Chicago

Minneapolis

San Francisco

San Francisco

New York

Kansas City

Dallas

May 30, 1997

April 16, 1997

May 8, 1997

May 5, 1997

April 17, 1997

May 1, 1997

April 11, 1997

May 2, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Norwest Corporation, Trinty Mortgage Affiliates, 4 Minneapolis May 8, 1997
Minneapolis, MN Atlanta, GA, residential

mortgage lending (b)(1)
P.C.B. Bancorp, Inc., Anchor Savings Bank, 4 Atlanta May 8, 1997
Largo, FL FSB.

St. Petersburg, FL, savings

association (b)(9)
Parkway Bancorp, Inc., Jefferson Holding Corp., 3 Chicago April 21, 1997
Harwood Heights, IL, Chicago, IL;
and Parkway Jefferson State Bank,
Acquisition Corporation, Chicago, IL
Harwood Heights, IL
Penns Woods Bancorp, Columbia Financial 3 Philadelphia April 25, 1997
Inc., Corporation,
Williamsport, PA Bloomsburg, PA;

First Columbia Bank &

Trust Company,

Bloomsburg, PA
Peoples Financial Peoples State Bank, 3 Chicago May 23, 1997
Services, {nc., Hamtramck, MI
Hamtramck, MI
PHS Bancorp, M.H.C., Peoples Home Savings 3 Cleveland May i, 1997
Beaver Falls, PA Bank,

Beaver Falls, PA
Pierce County Bancorp, Pierce Commercial Bank, 3 San Francisco April 21, 1997
Tacoma, WA Tacoma, WA
Pinnacle Bancorp, Inc., First Ogallala Investment, 3 Kansas City April 25, 1997
Central City, NE Inc.,

Ogallala, NE;

First National Bank of

Ogaliala,

Ogallala, NE
Pinnacle Bancshares, McDuffie Bank & Trust, 3 Atlanta May 5, 1997
Inc., Thomson, GA

Thomson, GA



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

Compass Bancshares,
Inc.,

Birmingham, AL;
Compass Banks of
Texas, Inc.,
Birmingham, AL;
Compass
Bancorporation of
Texas, Inc.,
Wilmington, DE

Concord EFS, Inc.,
Memphis, TN

Concordia Capital
Corporation,
Vidalia, LA

Conrad Company,
Minneapolis, MN

Corley, John William,
qa)

Monticello, IL
CONTINUED

Corley, John William,
Q)
Monticelli, IL

Country Bancorporation,
Crawfordsville, IA

Central Texas Bancorp, Inc., 3
Waco, TX;

The Texas National Bank of
Waco,

Waco, TX

EFS Federal Savings Bank, 4
Oakland, TN;

First Federal Bank, FSB,
Memphis, TN, operating a
savings association (b)(4)(ii)

Cordia Bank & Trust 3
Company,
Vidalia, LA

National Mercantile 3
Bancorp,

Los Angeles, CA;

Mercantile National Bank,

Los Angeles, CA

First State Bancorp of CIBC
Monticello, Inc.,
Monticello, IL

State Bank of Hammond,
Hammond, IL; First State
Bank of Monticello,
Monticello, IL; First State
Bank of Bloomington,
Bloomington, IL; First State
Bank of Heyworth,
Heyworth, IL;
CONTINUED

and First State Bank of CIBC
Atwood,
Atwood, IL

Hiawatha Bank and Trust 3

Company,
Hiawatha, [A

Atlanta

St. Louis

Dallas

Minneapolis

Chicago

Chicago

Chicago

May 12, 1997

May 13, 1997

April 21, 1997

April 7, 1997

May 16, 1997

May 16, 1997

May 12, 1997



Federal Reserve Bank of Atlanta
lications Bulletin for Week Ending May 2. 1997

*Subject to the provisions of the Community Reinvestment Act.
Section 4 - ications Not Subj
Federal Register Noti N Noti

we

Financial Investors of the South, Inc.
Birmingham, Alabama
Commitment waiver request.

Community Trust Financial Services Corporation

Hiram, Georgia
To enter into a 49%/51% joint venture with Ronny Henderson in establishing Cash Transactions,
L.L.C., Hiram, Georgia (Company), and thereby engage de novo in data processing activities,
pursuant to Section 225.28(b)(14) of Regulation Y and Section 4(c)(8) of the Bank Holding
Company Act. Company will sell, lease, and service machines that disburse cash or cash
equivalents.

Hancock Holding Company

Gulfport, Mississippi
Request for waiver of the application requirement of Section 3(a)(5) of the Bank Holding
Company Act to merge with Commerce Corporation, St. Francisville, Louisiana, and thereby
directly acquire Bank of Commerce & Trust Co., St. Francisville, Louisiana.

*Subject to provisions of the Community Reinvestment Act.



SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
Identification of Ratings

In connection with the assessmentof 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_
Pinnacle Bank 913856 01/27/97 04/28/97 Satisfactory

P.O. Box 46967
Papillion, Nebraska 68046-0000

* Application is subject to CRA.



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

Financial Services of St. State Bank of Dennison, 3 Minneapolis June 6, 1997
Croix Falls, Dennison, MN
St. Croix Falls, WI

Greer, Elmo, Cumberland Valley CIBC Cleveland May 23, 1997
East Bernstadt, KY Financial Company,
- London, KY
Lashute, Ronald J., American Bancorp, Inc., CIBC Atlanta May 23, 1997
Opelousas, LA Opelousas, LA
and American Bank &
Trust Company,

Opelousas, LA

Lauritzen Corporation First National of Nebraska, 3 Kansas City June 2, 1997
(), Inc., Omaha, NE, & First
Omaha, NE Nat'l Bank of Kansas,
CONTINUED Overland Park, KS; First

Nat'l Bank and Trust Co.,

Columbus, NE; Fremont

Nat'l Bank, Fremont, NE;

Platte Valley State Bank,

Kearney, NE; First Nat'l

Bank,

CONTINUED
Lauritzen Corporation North Platte, NE; and First 3 Kansas City June 2, 1997
Q), National Bank of Omaha,
Omaha, NE Omaha, NE
CONTINUED
Mellon Bank Buck Consultants, Inc., 4 Cleveland May 27, 1997
Corporation, New York, NY,
Pittsburgh, OH employee benefits

consulting (b)(9)(ii)
National City Bridgeport Bancorp, Inc., 3 St. Louis June 6, 1997
Bancshares, Inc., Bridgeport, IL, and First
Evansville, IN National Bank of

Bridgeport, Bridgeport, IL
PBT Bancshares, Inc., Yoder Bankshares, Inc., 3 Kansas City June 6, 1997
McPherson, KS Yoder, KS, and Farmers

State Bank,

Yoder, KS



H.2

APRIL 28, 1997 TO MAY 2, 1997

PAGE 5

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

BANK HOLDING COMPANIES

Boston

BANK MERGERS

Richmond

Chicago

Dallas

BANK PREMISES

Kansas City

CHANGE IN BANK CONTRO!

Minneapolis

Kansas City

Vermont Financial Services Corp., Brattleboro,
Vermont -- to merge with Eastern Bancorp, Inc.,
Dover, New Hampshire, a nondiversified savings and
loan holding company, with VFSC as the survivor,
and engage in operating Vermont Federal Bank, FSB,
Williston, Vermont.

Approved, April 30, 1997,

Bank of White Sulphur Springs, White Sulphur Springs,
West Virginia -- to merge with Bank of Marlinton,
Marlinton, West Virginia.

Approved, April 28, 1997.

M&I Madison Bank, Madison, Wisconsin -- to merge with
M&I Bank Southwest, Spring Green, Wisconsin, and
establish eleven branches.

Approved, April 28, 1997.

Minden Bank & Trust Company, Minden, Louisiana -- to
acquire First Federal Savings Bank, Shreveport,
Louisiana.

Approved, April 29, 1997.

ayette State Bank, Lafayette, Colorado --
investment in bank premises.
Approved, April 30, 1997.

Country Bankers, Inc., Blooming Prairie, Minnesota --
change in bank control.
Permitted, April 29, 1997,

Mulvane Bankshares, Inc., Mulvane, Kansas -- change
in bank control.
Permitted, May 2, 1997.



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

Reich Family Limited
Partnership, Kansas City,
MO, and general
partners Carolyn Reich
Weir, Independence,
MO, and Nancy Reich
Esry, Sarasota, FL

Republic Bancshares,
Inc.,
St. Petersburg, FL

Stearns Financial
Services, Inc.,
Employee Stock
Ownership Plan T1, St.
Cloud, MN, and Stearns
Financial

Services, Inc., St. Cloud,
MN

TCF Financial
Corporation,
Minneapolis, MN

Trustcorp Financial, Inc.,
St. Louis, MO

Young, William
Howerton,
Fredonia, KY

Zions Bancorporation,
Salt Lake City, UT

Blue Ridge Bancshares, CIBC
Inc., Kansas City, MO, and
Blue Ridge Bank and Trust

Co., Kansas City, MO

Kansas City

F.F.O. Financial Group, 4
Inc.,

St. Cloud, FL, and First

Federal Savings and Loan
Association of Ocelola

County, Kissimmee, FL,
operating a savings

association (b)(4)(ii)

Atlanta

Arizona Community Bank 3
of Scottsdale,
Scottsdale, AZ

Minneapolis

Winthrop Resources 4
Corporation,

Minnetonka, MN, leasing
personal property (b)(3)

Minneapolis

Missouri State Bank and 3
Trust Company,
St. Louis, MO

St. Louis

Fredonia Valley Bancorp,
Inc.,

Fredonia, KY

and Fredonia Valley Bank,
Fredonia, KY

CIBC St. Louis

Tri-State Bank, 3
Montpelier, ID

San Francisco

May 27, 1997

May 23, 1997

June 6, 1997

May 27, 1997

June 2, 1997

May 23, 1997

June 6, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Financial Services of St.
Croix Falls,
St. Croix Falls, WI

Greer, Elmo,
East Bernstadt, KY

Lashute, Ronald J.,
Opelousas, LA

Lauritzen Corporation
(),

Omaha, NE
CONTINUED

Lauritzen Corporation

CONTINUED

Mellon Bank
Corporation,
Pittsburgh, OH

National City
Bancshares, Inc.,
Evansville, IN

PBT Bancshares, Inc.,
McPherson, KS

State Bank of Dennison,
Dennison, MN

Cumberland Valley
Financial Company,
London, KY

American Bancorp, Inc.,
Opelousas, LA

and American Bank &
Trust Company,
Opelousas, LA

First National of Nebraska,
Inc., Omaha, NE, & First
Nat'l Bank of Kansas,
Overland Park, KS; First
Nat'l Bank and Trust Co.,
Columbus, NE; Fremont
Nat'l Bank, Fremont, NE;
Platte Valley State Bank,
Kearney, NE; First Nat'l
Bank,

CONTINUED

North Platte, NE; and First
National Bank of Omaha,
Omaha, NE

Buck Consultants, Inc.,
New York, NY,
employee benefits
consulting (b)(9)(ii)

Bridgeport Bancorp, Inc.,
Bridgeport, IL, and First
National Bank of
Bridgeport, Bridgeport, IL

Yoder Bankshares, Inc.,
Yoder, KS, and Farmers
State Bank,
Yoder, KS

3 Minneapolis
CIBC Cleveland
CIBC Atlanta

3 Kansas City
3 Kansas City
4 Cleveland

3 St. Louis

3 Kansas City

June 6, 1997

May 23, 1997

May 23, 1997

June 2, 1997

June 2, 1997

May 27, 1997

June 6, 1997

June 6, 1997


Information Requests

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

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

Federal Reserve Bank of New York
Margaret 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 Chicago

V_- Avai

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 May 2, 1997. If you are interested in obtaining a copy of the evaluation document,
please contact the bank(s) directly.

Identification of Rati

O-

NI-

SN -

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.

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.

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.

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

BANK NAME/LOCATION EXAMINATION DATE RATINGS
Security State Bank 12/30/96 Ss
25 North Chestnut

New Hampton, Iowa 50659-1336
(515) 394-3021

Bankers Trust Company 12/31/96 Oo
665 Locust Street

Des Moines, lowa 50309-3763

(515) 245-2424



Federal Reserve Bank of Richmond

- applications subj
Notice only

Bank of Gassaway, Gassaway, West Virginia,

to establish a branch at 2190 Sutton Lane,

Sutton, West Virginia.* 5-23-97
Union Bank and Trust Company, Bowling Green,

Virginia, to establish a branch at 11625
Brock Road, Spotsylvania, Virginia.* 5-30-97

ct. = icatio) i h

Application

Community Bankshares Incorporated, Petersburg,

virginia, to acquire 100% of the voting shares

of County Bank of Chesterfield, Midlothian,

Virginia.* 5-20-97

Community Capital Corporation, Greenwood,
South Carolina, to acquire The Bank of
Newberry County, Newberry, South Carolina,

an organizing bank.* 5-29-97**

nT - Ay i ion: ibjec' 1 i r Notice
Application Peri i at.
None.

Section IV - Application Not Subject to
Fe i i Ws xr Noti

None.

*Application is subject to CRA requirements.
**Expiration of comment period as specified in the Federal Register.



First Citizens Bancorp 05-02-97

Cleveland, Tennessee
To acquire The Home Bank, F.S.B., Ducktown, Tennessee, through conversion of its wholly-owned
subsidiary, The Home Bank, Ducktown, Tennessee, from a state-chartered commercial bank into
a federally chartered savings bank, and thereby engage in operating a savings association, pursuant
to Section 225.25(b)(9) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act.


Federal Reserve Bank of Atlanta
ications Bulletin for Week Ending May 2. 1997

ti - Applicati ject to New: 1 Noti
Application ent Period Endii

Louisiana Bancshares, Inc. 05-16-97*
Baton Rouge, Louisiana
Notice for 1-BHC formation, Louisiana Bank and Trust Company, Baton, Rouge, Louisiana.

Commercial Bank 05-31-97*
Harrogate, Tennessee
To establish a branch located at the southwest corner of Emory and Primetime Roads, Knoxville,

Tennessee.
ection 2 - licati subject t th
Newspay nd ral it tic
Application nt Peri ing Dat
First Citizens Bancorp, Inc. Not yet available*

Monroeville, Alabama
Change in control notice by Mr. Charlie Deer to acquire an additional 14.77 percent of the
outstanding shares of First Citizens Bancorp, Inc., Monroeville, Alabama. The acquisition will
increase Mr. Deer’s total ownership to 24.75 percent.

Republic Bancshares, Inc. Not yet available*

St. Petersburg, Florida
To acquire F.F.O. Financial Group, Inc., St. Cloud, Florida, and its thrift subsidiary, First
Federal Savings and Loan Association of Osceola County, Kissimmee, Florida, and thereby
engage in operating a savings association, pursuant to Section 225.28(b)(4)(ii) of Regulation Y
and Section 4(c)(8) of the Bank Holding Company Act.

American Bancorp, Inc. Not yet available*
Opelousas, Louisiana
Change in control notice by Mr. Ronald J. Lashute to acquire an additional 13.33 percent of the
outstanding shares of American Bancorp, Inc., Opelousas, Louisiana. The acquisition will
: increase Mr. Lashute’s total ownership to 13.69 percent.



BANK NAME/LOCATION == = ~— EXAMINATIONDATE — RATINGS

Bank of Oakfield 1/06/97 oO
103 Main Street, P.O. Box 128

Oakfield, Wisconsin 53065-0128

(414) 583-3191

Farmers and Merchants Bank 1/13/97 Ss
123 West Hurton Street

Berlin, Wisconsin 54923-0270

(414) 361-0270

AMCORE Bank, Aledo 1/21/97 s
201 West Main, P.O. Box 289

Aledo, Illinois 61231-0289

(309) 582-5171



FEDERAL RESERVE BANK OF PHILADELPHIA

T) V - AVAILABILI P V,

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 May 2, 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.

NONE NONE NONE



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



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
MASSBANK Corp., Glendale Co-operative 3 Boston May 23, 1997
Reading, MA Bank Bank,
Everett, MA
MAXLOU Bancshares, First State Bank, 3 and4 Kansas City April 11, 1997
Inc., Tahlequah, OK;
Tahlequah, OK Liberty Finance, Inc.,
Tahlequah, OK, lending
oy)
McConnell, Richard J. , FSB Financial Corporation, CIBC St. Louis March 21, 1997
Franklin, IN Francisco, IN;
FSB Bank,
Francisco, IN
Medina Bankshares, D'Hanis State Bank, 3 Dallas April 22, 1997
Inc., D. Hanis, TX
D'Hanis, TX, and
Medina Financial Inc.,
Carson City, NV
Mellon Bank Ist Business Corporation, 3 Cleveland May 30, 1997
Corporation, Los Angeles, CA, and
Pittsburgh, PA Ist Business Bank,
Los Angeles, CA
Mercantile Roosevelt Financial Group, 3 and 4 St. Louis. April 4, 1997
Bancorporation Inc., Inc.,
St. Louis, MO, and Chesterfield, MO;
Ameribanc, Inc., Missouri State Bank &
St. Louis, MO Trust Company,
St. Louis, MO;
Roosevelt Bank,
Chesterfield, MI, savings
association (b)(9)
Mercantile Roosevelt Bank, 4 St. Louis May 8, 1997
Bancorporation, Inc., Chesterfield, MI;
St. Louis, MI; Roosevelt Mortgage
Ameribanc, Inc., Company,
St. Louis, MI Kansas City, MI, operation
of a federal savings bank
{b)(9) and mortgage
banking activities (b)(1)
Midstate Bancorp, Inc., Binger Agency, Inc., 3 Kansas City May 8, 1997

Hinton, OK

Binger, OK;
First Community Bank.
Binger, OK



H.2 ADDITIONS AND CORRECTIONS
APRIL 28, 1997 TO MAY 2, 1997
PAGE 10

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

GOMPETITIVE FACTORS REPORTS

Atlanta First Banking Company, Carrollton, Georgia, proposed
merger with Carrollton Federal Bank, FSB -- report
on competitive factors.

Submitted, April 23, 1997.



Type
3(a1)

3(a)(1)

3(a)3)

3(a)(1)

3¢a)()

3(a)(1)

Federal Reserve Bank of Chicago

Amplicati

Peoples Financial Services, Inc.*
Hamtramck, Michigan
Peoples State Bank
Hamtramck, Michigan

Dunn Investment Co.*
Eagle Grove, lowa
Dunn Shares
Eagle Grove, Iowa
Security Savings Bank
Eagle Grove, Iowa
F & M Shares Corp.
Eagle Grove, Iowa
Farmers & Merchants Savings Bank
Manchester, Iowa

Shorebank Corporation*
Chicago, Illinois
Shorebank Pacific Corporation
Ilwaco, Washington
Shoretrust Bank
Seattle, Washington

Shorebank Pacific Corporation*
Tlwaco, Washington

Shoretrust Bank

Seattle, Washington

Schonath Family Partnership, A Limited Partnership*
Oconomowoc, Wisconsin

InvestorsBancorp, Inc.

Pewaukee, Wisconsin

InvestorsBank (in organization)

Pewaukee, Wisconsin

InvestorsBancorp, Inc.*

Pewaukee, Wisconsin
InvestorsBank (in organization)
Pewaukee, Wisconsin

Comment Period

Ending Date

FR - 5-23-97
NP - 5-10-97

FR - 5-16-97
NP - 5-16-97

FR - 5-17-97
NP - 5-28-97

FR - 5-17-97
NP - 5-28-97

FR - 5-30-97
NP - *#

FR - 5-30-97
NP- **


Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Union Illinois Company,
Swansea, IL

United Community
Banks, Inc.,
Blairsville, GA.

United Community
Banks, Inc.,
Blairsville, GA

Vermont Financial
Services Corp.,
Brattleboro, VT

West Point Bancorp,
Inc.,
West Point, NE

Whipple Family Limited
Partnership,
Arkadelphia, AR

Missouri PayDay Loan
Company, Inc.,

St. Louis, MO;

Missouri Budget, Inc.,
St. Louis, MO, and
Budget Finance, Inc.,

St. Louis, MO, consumer
credit (b)(1)

United Family Finance Co.,
Blue Ridge, GA (formerly
Mountain Mortgage &
Loan, Inc.),

making, acquiring, or
servicing loans or other
extensions of credit (b)(1)

United Family Finance Co.,
Blairsville, GA, credit
insurance activities (b)(8)(ii)

Eastern Bancorp, Inc.,
Dover, NH

savings association,
Vermont Federal Bank,
FSB,

Williston, VT, (b)(9)

Dakota Bancshares, Inc.,
West Point, NE;

Dakota County State Bank,
West Point, NE

Horizon Bancorp, Inc.,
Arkadelphia AR;
Horizon Bank, Inc.
Malvern, AR

St. Louis

Atlanta

Atlanta

Boston

Kansas City

St. Louis

May 19, 1997

March 25, 1997

April 25, 1997

April 14, 1997

April 18, 1997

May 27, 1997


Information Requests

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

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

Federal Reserve Bank of New York
Margaret 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 May 2, 1997

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

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

Board.

Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Bancorp of New Glarus,
Inc.,
New Glarus, WI

Commerzbank
Aktiengesellschaft,
Frankfurt Main,
Germany

Community Bankshares
Incorporated,
Petersburg, VA

Deer, Charlie,
Monroeville, AL

Farmers State Bank of
Fort Morgan, ESOP,
Fort Morgan, CO

The Bank of New Glarus,
New Glarus, WI

Commerz Futures
Corporation,

Chicago, IL, financial &
investment advisory (b)(6)

County Bank of
Chesterfield,
Midlothian, VA

First Citizens Bancorp, Inc.,
Monroeville, AL

First Citizens Bank of
Monroe County,
Monroeville, AL

FSB Bancorporation, Inc.,
Fort Morgan, CO

and Farmers State Bank,
Fort Morgan, CO

CIBC

Chicago

New York

Richmond

Atlanta

Kansas City

June 6, 1997

May 23, 1997

June 2, 1997

May 27, 1997

June 2, 1997


CoC-HC

CoC-HC

3(a)(3)

3(a)3)

3(a)(5)

3(a)5)

Federal Reserve Bank of Chicago

Register Noti

licati

Osceola Bancorporation
Osceola, Iowa
By Denis L. And Sandra Kale

First State Bancorp of Monticello, Inc.

Monticello, Illinois
By John W. Corley

Capitol Bancorp, Ltd.*
Lansing, Michigan

Valley First Community Bank (in organization)

Scottsdale, Arizona

Sun Community Bancorp, Ltd.*
Tucson, Arizona

Valley First Community Bank (in organization)

Scottsdale, Arizona

Marshall & Ilsey Corporation*

Milwaukee, Wisconsin
Security Capital Corporation
Milwaukee, Wisconsin
Security Bank, S.S.B.
Milwaukee, Wisconsin

Citizens Banking Corporation*
Flint, Michigan
CB Financial Corporation
Jackson, Michigan
City Bank & Trust Company
Jackson, Michigan
City Bank
St. Johns, Michigan
CB North
Charlevoix, Michigan

Comment Period

Ending Date

FR - 4-16-97
NP - 4-23-97

FR - 5-16-97
NP - 5-13-97

FR - 5-27-97
NP - 5-14-97

FR - 5-27-97
NP - 5-14-97

FR - 5-5-97
NP - 4-27-97

FR - 5-8-97
NP - 5-1-97



H.2

APRIL 28, 1997 TO MAY 2, 1997

PAGE 7

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

COMPETITIVE FACTORS REPORTS

San Francisco

Richmond

Richmond

Chicago

Chicago

Kansas City

EXTENSIONS OF TIME

New York

Nevada State Bank, Las Vegas, Nevada, proposed
acquisition of the assets and assumption of the
liabilities of five branches of Wells Fargo Bank,
N.A., San Francisco, California -- report on
competitive factors.

Submitted, May 1, 1997.

Peninsula Bank, Princess Anne, Maryland, proposed
merger with Farmers Bank of Mardela Springs,
Mardela Springs, Maryland -- report on competitive
factors.

Submitted, April 28, 1997.

Peninsula Bank, Princess Anne, Maryland, proposed
merger with Home Bank, Newark, Maryland -- report
on competitive factors.

Submitted, April 29, 1997.

Peoples State Bank, Hamtramck, Michigan, proposed
merger with Peoples Interim Bank -- report on
competitive factors.

Submitted, May 1, 1997.

Shoreline Bank, Benton Harbor, Michigan, proposed
merger with SJS Savings Bank, St. Joseph,
Michigan -- report on competitive factors.

Submitted, April 30, 1997.

United Security Bank, Spokane, Washington, proposed
acquisition of the Davenport and Moses Lake
branches of Wells Fargo Bank, N.A., San Francisco,
California -- report on competitive factors.

Submitted, April 28, 1997.

Dresdner Bank AG, Frankfurt (Main), Germany --
extension to July 26, 1997, to engage in lending
activities through Dresdner Bridge Investors, Inc.,
New York, New York.

Granted, May 1, 1997.



H.2
APRIL 28, 1997 TO MAY 2, 1997
PAGE 6

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

COMPETITIVE FACTORS REPORTS

Chicago Austin Bank of Chicago, Chicago, Illinois, proposed
merger with Ashland State Bank -- report on
competitive factors.

Submitted, May 2, 1997.

San Francisco Bank of the West, San Francisco, California, proposed
acquisition of the Pebble Beach, California, branch
of Coast Federal Bank, F.S.B., Los Angeles,
California -- report on competitive factors.

Submitted, April 30, 1997.

Chicago Citizens State Bank, Wyoming, Iowa, proposed
acquisition of the assets and assumption of the
liabilities of the Olin, Iowa, branch of Security
State Bank, Anamosa, Iowa.

Submitted, April 30, 1997.

Boston Eagle Federal Savings Bank, Bristol, Connecticut,
proposed merger with MidConn Bank, Kensington,
Connecticut -- report on competitive factors.
Submitted, May 2, 1997.

San Francisco Home Security Bank, Sunnyside, Washington, proposed
acquisition of the Naches, Mabton, and Walla Walla,
branches of Wells Fargo Bank, N.A., San Francisco,
California -- report on competitive factors.

Submitted, April 28, 1997.

Chicago Manufacturers Bank, Chicago, Illinois, proposed
merger with Peterson Bank -- report on competitive
factors.

Submitted, April 30, 1997.

Chicago Monitor Bank, Big Prairie, Ohio, propusea ..erger with
Big Prairie Interim State Bank -- report on
competitive factors.

Submitted, April 29, 1997.

Dallas NBC Bank-Rockdale, Rockdale, Texas, proposed
acquisition of the assets and assumption of the
liabilities of branches of Wells Fargo Bank
(Texas), N.A., Houston, Texas, at 104 West Austin,
Giddings, and 316 Main Street, Taylor, Texas --
report on competitive factors.

Submitted, May 2, 1997.



APPLICATIONS BULLETIN
(For the week ending May 3, 1997)

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

Received application from The Fifth Third Bank, Cincinnati, OH * Not Yet Known#
on April 29, 1997, to merge with Suburban Federal Savings

Bank, Cincinnati, OH and incident thereto establish branch

facilities.

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

Received notice from Elmo Greer, East Bernstadt, KY *N: May 16, 1997
on April 30, 1997, of his intent to retain control of

14.100 percent of the outstanding shares of Cumberland

Valley Financial Corporation, London, KY.

Received 4C8 notice from Fifth Third Bancorp, Cincinnati, OH *F: May 27, 1997
on April 29, 1997, to acquire Suburban Bancorporation, Inc.,
Cincinnati, OH.

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
NONE

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

Received notice from GLB Bancorp, Inc., Mentor, OH of its intent to form a bank holding
company by acquiring Great Lake Bank, Mentor, OH.

* ~ Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt



H.2
APRIL 28, 1997 TO MAY 2, 1997
PAGE 9

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

- RESERVE BANK SERVICES

Director, FRBO Federal Reserve Bank of Cleveland -- National
Clearing House Association to expand net settlement
agreement with Reserve Bank to include checks drawn
on Canadian banks in U.S. and Canadian dollars.

Approved, May 1, 1997.



Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending May 2, 1997

- Availabili lic Eval

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
AmSouth Bank of Florida Satisfactory 10-07-96

100 North Tampa Street

Suite 3400

Tampa, Florida 33602
(813) 226-1200

SunTrust Bank of Atlanta Satisfactory 12-09-96
Post Office Box 4418

Atlanta, Georgia 30302

(404) 588-7711



ANNOUNCEMENT

BOARD OF GOVERNORS
OF THE
FEDERAL RESERVE SYSTEM

H.2, 1997, No. 18

Actions of the Board, its Staff, and

the Federal Reserve Banks;
Applications and Reports Received
During the Week Ending May 3, 1997

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANK HOLDING COMPAN:

REGULATIONS AND POLICIES

Banc One Corporation, Columbus, Ohio, and Banc One
Oklahoma Corporation, Oklahoma City, Oklahoma -- to
acquire Liberty Bancorp, Inc., Oklahoma City,
Liberty Bank & Trust Company of Oklahoma City,
N.A., and Liberty Bank & Trust Company of Tulsa,
N.A., Tulsa, all in Oklahoma; and to acquire the
nonbanking subsidiaries of Liberty and engage in
certain trust, credit life insurance, lending, and
leasing activities.

Approved, April 28, 1997.

BOK Financial Corporation, Tulsa, Oklaiioma -- to
engage de novo in certain nonbanking activities,
including underwriting and dealing in, to a limited
extent, certain municipal revenue bonds, 1-4 family
mortgage-related securities, consumer-receivable-
related securities, and commercial paper through
Alliance Securities Corporation

Permitted, April 28, 1997.

H2A, new weekly publication to start April 30, 1997,
that lists applications and notices under the Bank
Holding Company and Change in Bank Control Acts,
together with the deadline for comment.

Announced, April 30, 1997.



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

Banc One Corporation, First USA, Inc., 4 Cleveland March 27, 1997
Columbus, OH Dallas, TX,
lending (b)(1); data
processing (b)(7)
Banc One Corporation, Liberty Bancorp Inc.; 3 and 4 Cleveland March 14, 1997
Columbus, OH and Liberty Bank and Trust
Banc One Oklahoma Company of Oklahoma
Corporation, City, N.A., Oklahoma City,
Oklahoma City, OK OK; Liberty Bank and Trust
Company of Tulsa, N.A.,
Tulsa, OK,
insurance (b)(8); trust
services (b)(3); and lending
(b)(1) and (5)
Banco Bilbao Vizcaya, BBV Latinvest Securities 4 New York March 4, 1997
S.A. Inc.,
Bilbao, Spain New York, NY,

securities activities (b)(1),
(b)(4), (©)(15), and (b\(16)

Bancorp Hawaii, Inc., CU Bancorp, 3 San Francisco May 5, 1997
Honolulu, HI Encino, CA;

California United Bank,

Encino, CA
Bank of New York State Street Boston 3 and4 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)
BanPonce Corporation, CBC Bancorp, Ltd., 3 New York April 21, 1997
Hato Rey, PuertoRico; Chicago, IL;
Popular International Capitol Bank of Westmont,
Bank, Inc., Westmont, IL;

Hato Rey, Puerto Rico; Chicago Bank and Trust,
and BanPonce Financial Chicago, IL

Corp.,

Wilmington, DE



SECTION VI - APPLICATIONS BULLETIN

Effective April 21, 1997, information regarding the comment periods associated
with applications and notices submitted to the Federal Reserve Bank of Boston
for processing under section 3 and 4(c) (8) of the Bank Holding Company Act of
1956, as amended, will be available 24 hours a day by calling the following
toll-free number 1-800-896-9480.

*Subject to CRA. ~

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



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

ECTI = T.
NEWSPAPER NOTICE ONLY
mi nain

NONE

ECT. II _- LICATI TO BOT:

NEW = R ICE

Comment Period Ending Date
NONE
T III _- I T
FED, Li
Period Endi

NONE

SECTION IV ~ APPLICATIONS NOT SUBJECT TO

L_REGISTE NEW: ER _NOTIC)
NONE
-_ AVA! Ty oO. PI 'VALUAT.
Examination Date Rating**

NONE



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Lane, Richard E.(2), South Texas Capital Group, Dallas May 2, 1997
San Antonio, TX; Inc.,
Garrett, Michael L. San Antonio, TX;
Garrett; Jack B. Plaza International Bank,
Sommerfield Defined N.A.,
Benefit Pension Plan, San Antonio, TX;
both of Dallas, TX; CONTINUED
Wolff, George A.;
Friddle, Paul R., both of
Boeme, TX;
CONTINUED
Lane, Richard E.(3), South Texas Capital Group, Dallas May 2, 1997
San Antonio, TX; Inc.,
Garrett, J. Patrick; and San Antonio, TX;
McDonie, Karen Plaza International Bank,
Wynne, N.A.,
Both of Houston, TX San Antonio, TX
Liberty Bank Liberty Financial Services, Atlanta April 8, 1997
Employee Stock Inc.,
Ownership Plan, New Oreleans, LA;
New Orleans, LA Liberty Bank and Trust
Company,
New Orleans, LA
Lloyds TSB Group TAI Holdings Inc., 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
Mahurin, Dixi, First Cecilian Bancorp, Inc., St. Louis April 30, 1997
Bowling Green, KY; Cecilia, KY,
Mahurin, Peter and Cecilian Bank,
Dixie , Cecilia, KY
Bowling Green, KY,
acting in concert
Marshall & Ilsey Security Capital Chicago May 5, 1997
Corporation, Corporation,
Milwaukee, WI Milwaukee, WI,
Security Bank, S.S.B.,

Milwaukee, WI



ECT. - Vi IN:
HE APR

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 need 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.

Date of

Texas Coastal Bank

P.O. Box 5626

6731 Spencer Highway

Pasadena, TX 77508

783965 97/01/21 Satisfactory



Federal Reserve Bank of Chicago

Section II - Applications Subject to Both Newspaper and Federal
ister Notic ,
Comment Period
Type Application Ending Date
3(a)(5) F & M Bancorporation, Inc.* FR - 5-12-97
Kaukauna, Wisconsin NP - 5-12-97

Citizens National Bancorp, Inc.
Darlington, Wisconsin

Citizens National Bank of Darlington
Darlington, Wisconsin

3(a)(5) F & M Merger Corporation* FR - 5-12-97
Kaukauna, Wisconsin NP - 5-12-97
Citizens National Bancorp, Inc.
Darlington, Wisconsin
Citizens National Bank of Darlington
Darlington, Wisconsin

3(a)(5) F & M Bancorporation, Inc.* FR - 5-12-97
Kaukauna, Wisconsin NP - 5-7-97
Wisconsin Ban Corp.
Prairie du Chien, Wisconsin
Prairie City Bank
Prairie du Chien, Wisconsin

3(a)(5) F & M Merger Corporation* FR - 5-12-97
Kaukauna, Wisconsin NP - 5-7-97
Wisconsin Ban Corp.
Prairie du Chien, Wisconsin
Prairie City Bank
Prairie du Chien, Wisconsin

3(a)(3) Country Bancorporation* FR - 5-12-97
Crawfordsville, lowa NP - 4-7-97
Hiawatha Bank and Trust Company (in organization)
Hiawatha, lowa

3(a)(3) Community Financial Corp.* FR - 5-16-97
Edgewood, Iowa NP - 3-31-97
Community Savings Bank (in organization)
Robins, Iowa


Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

BanPonce Corporation,
and

Poplar International
Bank, Inc.,

both of Hato Rey,
Puerto Rico

Bay Bankcorp, Inc.,
Gladstone, MI

BNB Bancorp, Inc.,
Brookville, OH

BonState Bancshares,
Inc.,

Bonham, TX,

and Bonham Financial
Services, Inc.,

Dover, DE
CORRECTION

BonState Bancshares,
Inc.,

Bonham, TX, and
Bonham Financial
Services, Inc.,
Dover, DE

Briscoe, Dolph, Jr.,
Uvalde, TX

Buffalo Bancorp, Inc.,
Buffalo, TX;

Buffalo Corp.,

Dover, DE

California Community
LLC,
Los Angeles, CA

Capitol Bancorp, Ltd.,
Lansing, MI

and Sun Community
Bancorp, Ltd.,
Tucson, AZ

National Bancorp, Inc.,
Streamwood, IL;
AmericanMidwest Bank
and Trust,

Melrose Park, IL

Baybank,
Gladstone, MI

Brookville National Bank,
Brookville, OH

Bonham State Bank,
Bonham, TX

Bonham Financial Services,
Inc.,

Dover, DE;

Bonham State Bank,
Bonham, TX

Zavala Bankshares, Inc.,
Crystal City, TX

Citizens State Bank,
Buffalo, TX

First Coastal Bancshares,
El Segundo, CA ;

First Coastal Bank, N.A.,
E] Segundo, CA

Valley First Community
Bank,
Scottsdale, AZ

3

CIBC

New York

Minneapolis

Cleveland

Dallas

Dallas

Dallas

Dallas

San Francisco

Chicago

April 21, 1997

April 28, 1997

April 28, 1997

April 25, 1997

April 25, 1997

April 16, 1997

May 8, 1997

April 11, 1997

May 27, 1997



|

3(a)(3)

NEB Corporation*

Fond du Lac, Wisconsin
State Bank of St. Cloud
St. Cloud, Wisconsin

FR - 5-5-97

NP - 4-30-97


Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Stichting Prioriteit (2),
The Netherlands

Summit Bancorp,
Princeton, NJ

Susquehana Bancshares,
Inc.,
Lititz, PA

Tehama Bancorp,
Red Bluff, CA

Tehama Bancorp,
Red Bluff, CA

Texas Financial
Bancorporation, Inc.,
Minneaplis, MN,

and Delaware Financial
Bancorporation, Inc.,
Wilmington, DE

Union Illinois 1995
Investment Limited
Partnership,
Swansea, IL

and providing execution-
only or cleaing-only
services with respect to
financial and non-fianncial
futures and options on
futures contracts

Collective Bancorp, Inc.,
Egg Harbor, NJ;
Collective Bank,

Egg Harbor, NJ, operating a
federal savings bank
byA\Gi)

Collective Financial
Services, Inc., securities
brokerage & insurance
agency activities (b)(7)(1)
and (b)(11)(iii)

Founders Bank,
Bryn Mawr, PA

Tehema Bank,
Red Bluff, CA

Bancorp Financial Services,
Sacramento, CA, leasing
activities (b)(5)

Austin County Bancshares,
Inc.,

Belleville, TX;

Austin County Bancshares-
Delaware,

Wilmington, DE;

and Austin County State
Bank,

Belleville, TX

Union Illinois Company,
Swansea, IL,

Union Bank of Ollinois,
Swansea, IL,

State Bank of Jerseyville,
Jerseyville, IL

Chicago

New York

Philadelphia

San Francisco

San Francisco

Dallas

St. Louis

March 17, 1997

May 23, 1997

May 19, 1997

May 12, 1997

May 5, 1997

March 27, 1997

May 10, 1997



H.2

APRIL 28, 1997 TO MAY 2, 1997

PAGE 8

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

EXTENSIONS OF TIME

Kansas City

Chicago

New York

Dallas

Dallas

MEMBERSHIP

Kansas City

Atlanta

Chicago

FirstBank Holding Company of Colorado Employee Stock
Ownership Plan, Lockwood, Colorado -- extension to
August 13, 1997, to acquire FirstBank Holding
Company of Colorado.

Granted, April 29, 1997.

Halbur Bancshares, inc., Halbur, Iowa ~~ extension to
August 5, 1997, to redeem shares.
Granted, April 28, 1997.

Saban S.A., Panama City, Panama, and RNYC Heldings
Limited, Gibraltar -- extension to July 28, 1997,
to acquire shares of Republic New York Corporation,
New York, New York.

Granted, April 29, 1997.

Vernon Bancshares, Inc., Dover, Delaware -- extension
to August 3, 1997, to acquire Waggoner National
Bank of Vernon, Vernon, Texas.

Granted, May 2, 1997.

Waggoner National Bancshares, Inc., Vernon, Texas -~
extension to August 3, 1997, to acquire Vernon
Bancshares, Inc., Dover, Delaware, and Waggoner
National Bank of Vernon, Vernon, Texas.

Granted, May 2, 1997.

Bank of Chelsea, Chelsea, Oklahoma -- to become a
member of the Federal Reserve System.
Approved, April 29, 1997.

Colonial Bank, Montgomery, Alabama -- to become a
member of the Federal Reserve System.
Approved, April 30, 1997.

Fam Bank, East Troy, Wisconsin -- to become a member
of the Federal Reserve System.
Approved, May 1, 1997.


Federal Reserve Bank of Richmond

Week ending May 2, 1997

De

n_O: in

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
926324 James River Bank

Main Street

Waverly, Virginia 23890 2-18-97 Satisfactory
410823 Regency Bank

1011 East Main Street
Richmond, Virginia 23219 2-18-97 Satisfactory



Applicant or notificant Acquiree or acti Section oflaw Reserve Bank End of comment period
GBC Bancorp, Inc., Gwinnett Banking 3 Atlanta April 10, 1997
Lawrenceville, GA Company,

Lawrenceville, GA

(in organization)
Giltner Investment The Avoca Company, 3 Kansas City May 5, 1997
Partnership, Ltd., Avoca, NE;
Omaha, NE Farmers State Bank,

Bennett, NE
Glendening, Helen, Leighton Investment CIBC Chicago April 11, 1997
Pella, 1A, Company,
and Leighton, IA;
DeBruin, Harold A. and Farmers Savings Banks,
Ethel R., Leighton, IA
Pella, 1A
Harris Financial MHC, Harris Financial Inc., 3 Philadelphia March 27, 1997
Harrisburg, PA Harrisburg, PA;

Harris Savings Bank,

Harrisburg, PA
Hawkins Financial The First State Bank of 3 Dallas May 27, 1997
Corporation, Hawkins,
Hawkins, TX; Hawkins, TX
and Hawkins Deleware
Financial Corporation,
Wilmington, DE
Hendricks, Randall J. , Elsie, Inc., CIBC Kansas City March 14, 1997
Elsie, NE; Elsie, NE;
and Orr, Warren , Commercial State Bank,
North Platte, NE Elsie, NE
Hohl Financial, Inc., Wahoo State Bank, 3 Kansas City May 16, 1997
Wahoo, NE Wahoo, Nebraska
Imperial Bancorp, Imperial Bank Arizona, 3 San Francisco May 1, 1997
Inglewood, CA Phoenix, AZ
Industrial Bank of Aubrey G. Lanston & Co., 4 New York May 12, 1997
Japan, Ltd., Inc.,
Tokyo, Japan New York, NY, securities

activities (b)(7); data

Processing (b)(14);

financial & investment
activities (b)(6); and
underwriting (b)(8)



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Regions Financial
Corporation,
Birmingham, AL

Rossenberg, Clifford R.,
Sunset Beach, CA

Sankovitz Family
Limited Partnership, and
Frankson Investment
Corporation,

both of Waseca, MN

Schonath Family
Partnership, LP,
Oconomiwoc, WI

Scott, Ben Jay,
Coleman, TX

Seacoast Banking
Corporation of Florida,
Stuart, FL

Shorebank Corporation,
Chicago, IL

South Branch Valley
Bancorp, Inc.,
Moorefield, WV

First Mercantile National
Bank,
Longwood, FL

Security First Bank,
Fullerton, CA

Bank of Ellendale,
Ellendale, MN

InvestorsBancorp, Inc.,
Pewaukee, WI, and
InvestorsBank,
Pewaukee, WI

Coleman Bancshares, Inc.,
Coleman, TX;

Coleman County State
Bank,

Coleman, TX

Port St. Lucie National
Bank Holding Corporation,
Port St. Lucie, FL;

Port St. Lucie National
Bank,

Port St. Lucie, FL;

Spirit Mortgage Company,
Port St. Lucie, FL, lending
(o\)GiD

Shorebank Pacific Corp.,
Ilwaco, WA;

ShoreTrust Bank,

Seattle, WA

ShoreTrust Trading Group,
Inc., investment advice

(1)

Capital State Bank, Inc.,
Charleston, WV

CIBC

CIBC

3 and 4

Atlanta

San Francisco

Minneapolis

Chicago

Dallas

Atlanta

Chicago

Richmond

April 14, 1997

May 27, 1997

April 28, 1997

May 30, 1997

April 25, 1997

April 24, 1997

May 17, 1997

May 23, 1997



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

Newspaper Notice Only

Comment Period
Application Ending Date

NONE.

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

Comment Period
Application Ending Date
Farmers State Holding Company, Marion, South Dakota May 30, 1997
for prior approval to acquire, through merger, First (Federal Register)

State Financial Services, Inc., Bridgewater, South Dakota. *

*Subject to CRA
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject
to Federal Register Notice Only
Comment Period
Application Ending Date
Fishback Financial Corporation, Brookings, South Dakota May 16, 1997

to engage de novo in lending activities.

TCF Financial Corporation, Minneapolis, Minnesota to engage Not yet available
in leasing activities through the acquisition of Winthrop Resources
Corporation, Minnetonka, Minnesota.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
ederal Register Notice or Newspaper Notice

Application

NONE.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
Lic ion:
week ending May 2, 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(S) EXAMINED DATE OF EXAMINATION CRA RATING
NONE.



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

F.N.B. Corporation,
Hermitage, PA

Farmers State Holding
Company,
Marion, SD

Fifth Third Bancorp,
Cincinnati, OH

First Bank System, Inc.
(1),

Minneapolis, MN
CONTINUED

First Bank System, Inc.
Q),

Minneapolis, MN
CONTINUED

Sun Bancorp, Inc., 3 and4
Selinsgrove, PA;

Sun Bank,

Selinsgrove, PA;

Pennsylvania Sun Life

Insurance Company,

Phoenix, AR, insurance

(b(8)Gi)

First State Financial 3
Services, Inc.,

Bridgewater, SD, and

First State Bank,

Bridgewater, SD

Suburban Bancorporation, 4
Inc.,

Cincinnati, OH,

Suburban Federal Savings

Bank,

Cincinnati, OH

U.S. Bancorp; U.S. Nat'l
Bank of Oregon, Portland,
OR; U.S. Bank of
Washington, N.A., Seattle,
WA; U.S. Bank of Nevada,
Reno, NV; U.S. Bank ot
Utah, Salt Lake City, UT;
U.S. Bank of Idaho, Boise,
ID; U.S. Bank of California,
Sacremento, CA;
CONTINUED

3 and4

First State Bank of Oregon,
Canby, OR; Sun Capital
Bank, St. George, UT; and
Business & Professional
Bank, Woodland, CA; West
One Trust Co., Salt Lake
City, UT; LNB Corp.,
Alameda, CA; and U.S.
Bank Trust Co., Portland,
OR, CONTINUED

3and4

Cleveland

Minneapolis

Cleveland

Minneapolis

Minneapolis

April 10, 1997

May 30, 1997

May 27, 1997

May 16, 1997

May 16, 1997



Federal Reserve Bank of Chicago

Notice Only
Comment Period
Merger & Branch Security Savings Bank NP - 4-30-97

Farnhamville, Iowa
Boxholm, Iowa branch office of
Boone Bank and Trust Company
Boone, Iowa
Branch at 200 2nd Street
Boxholm, Iowa

Merger & Branch Huron Community Bank NP - 5-7-97
East Tawas, Michigan
Au Gres Michigan branch of Citizens Bank
Flint, Michigan
Branch at 3150 East Huron Road
Au Gres, Michigan

Merger & Branch Citizens Bank NP - 5-1-97
Flint, Michigan
City Bank and Trust Company
Jackson, Michigan
City Bank
St. Johns, Michigan
CB North
Charlevoix, Michigan
and to establish 33 branches

Branch Old Kent Bank NP - 4-28-97
Grand Rapids, Michigan
to establish a mobile branch

Merger & Branch M&I Bank of Janesville NP - 4-25-97
Janesville, Wisconsin
M&I Bank of Beloit
Beloit, Wisconsin
M&I Bank of Delavan
Delavan, Wisconsin
and to establish 7 branches



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

First Virginia Banks, Premier Bankshares 3 and 4 Richmond April 7, 1997
Inc., Corporation, Bluefield, VA;
Falls Church, VA Premier Bank, N.A.,

Tazewell, VA; Premier
Bank-South, National
Association, Wytheville,
VA; and Premier Bank-
Central, N.A., Honaker,
VA; Premier Trust Co.,
Bluefield, VA,

trust services (b)(3)

FirstFederal Financial Summit Bancorp, Inc., 3 and 4 Cleveland May 12, 1997
Services, Corp., Akron, OH;
Wooster, OH Summit Bank,

Arkron, OH;

Summit Banc Investment

Corporation,

Akron, OH, investment

advisory & securities

brokerage (b)(6) and (7)
FirstFederal Financial FirstFederal Bank, N.A., 3 and 4 Cleveland May 12, 1997
Services, Corp., Wooster, OH;
Wooster, OH Mobile Consultants, Inc.,

Wooster, OH, lending

(B)) & (b)2)
Fishback Financial lending activities (b)(1) 4 Minneapolis May 16, 1997
Corporation,
Brookings, SD
Florida Bancshares, Inc., First National Bank of 3 Atlanta April 21, 1997
Dade City, FL Pasco,

Dade City, FL
Foffman Family, LLC, Mountain Home CIBC St. Louis May 2, 1997
Harrison, AR bancshares, Inc.,

Mountain Home, AR;

First national Bank & Trust

Company of Mountain

Home,

Mountain Home, AR
Ford, Thomas Riley; Alamosa Bancorporation CIBC Kansas City May 1, 1997
Nelson, Paul Emil; and Ltd.,
Southway, Henry Alamosa, CO;
Thomas, Alamosa National Bank,

Alamosa, CO Alamosa, CO



|
'

Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Southeast Bancorp, Inc.,
Corbin, KY

Southerland Family
Limited Partnership,
Batesville, AR

Southern National
Corporation,
Winstom-Salem, NC

Southern Security
Financial Corporation,
Hollywood, FL

Spangler, Charles Leon,
Aurora, MO

Stichting Prioriteit (1)
ABN AMRO Holding,
Amsterdam, The
Netherlands; Stichting
Administratiekantoor
ABN AMRO Holding,
Amsterdam, The
Netherlands; ABN
AMRO Holding N.V.,
Amsterdam, The
Netherlands; and ABN
AMRO Bank, N.V.,
Amsterdam,
CONTINUED

First Bank of East 3
Tennessee, National
Association,

La Follette, TN

Citizens Bancshares of CIBC
Batesville, Inc.,
Batesville, AR

United Carolina Bancshares 3
Corporation,

Whiteville, NC;

United Carolina Bank,
Whiteville, NC;

United Carolina Bank of

South Carolina,

Greer, SC

Southern Security Bank 3
Corporation,

Hollywood, FL;

Southern Security Bank of
Hollywood,

Hollywood, FL

Seligman Bancshares, Inc., CIBC
Seligman, MO;

First Independent Bank,

Seligman, MO

Citicorp Futures Corp., 4
New York, NY; Citifutures
Ltd., London, England; &
Citicorp Futures Ltd.,
Singapore,

acting as FCM (b)(17);
investment advice (b)(18);
acting as FCM in the
execution & clearance of
futures & options on futures
contracts; CONTINUED

Cleveland

St. Louis

Richmond

Atlanta

St. Louis

Chicago

April 4, 1997

May 15, 1997

March 31, 1997

April 10, 1997

May 15, 1997

March 17, 1997



H.2

APRIL 28, 1997 TO MAY 2, 1997

PAGE 4

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

BANK HOLDING COMPANIES

Atlanta

Atlanta

Atlanta

New York

Kansas City

Philadelphia

Atlanta

Atlanta

Atlanta

First Citizens Bancorp, Cleveland, Tennessee -- to
acquire The Home Bank, F.S.B., Ducktown, Tennessee,
and engage in operating a savings and loan
association.

Approved, May 2, 1997.

Florida Bancshares, Inc., Dade City, Florida -- to
acquire First National Bank of Pasco, Dade City,
Florida.

Approved, May 2, 1997.

GBC Bancorp, Inc., Lawrenceville, Georgia -- to
acquire Gwinett Banking Company.
Approved, May 2, 1997.

Korea Long Term Credit Bank, Seoul, Korea -- to
acquire up to 9.51 percent of Nara Bank, National
Association, Los Angeles, California.

Withdrawn, April 28, 1997.

Midstate Bancorp, Inc., Hinton, Oklahoma -- to
acquire Binger Agency, Inc., Binger, Oklahoma.
Withdrawn, April 30, 1997.

Penns Woods Bancorp, Inc., Williamsport, Pennsylvania
-- to acquire Columbia Financial Corporation,
Bloomsburg, Pennsylvania.

Approved, May 2, 1997.

Regions Financial Corporation, Birmingham, Alabama --
to acquire First Mercantile National Bank,
Longwood, Florida.

Approved, April 30, 1997.

Totalbank, Miami, Florida -- request for waiver of
application to acquire Universal Bancorp, Inc., and
Universal National Bank.

Granted, May 1, 1997.

United Community Banks, Blairsville, Georgia -- to
engage in credit insurance activities through
United Family Finance, Blue Ridge, Georgia.

Permitted, May 2, 1997.



H.2A

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

Notices Filed as of May 2, 1997

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

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

Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Allied Irish Banks, p.l.c., Dauphin Deposit Corp.; 3 and 4 Richmond May 1, 1997
Dublin, Ireland, Dauphin Deposit Bank and

and First Maryland Trust Co., Harrisburg, PA;

Bancorp, Hopper Soliday & Co., Inc.,

Baltimore, MD Lancaster, PA; Dauphin.

Life Insurance Co.,
Harrisburg, PA, securities
(b)(8)(i); Loans USA, Inc.,
Pasadena, MD, (b)(1),
21), YT), YB)

AMCORE Financial, County Bank Shares Corp; 3 Chicago April 22, 1997
Inc., State Bank of Mt. Horeb;
Rockford, IL Mt. Horeb, WI; Belleville

Bancshares Corp.,

Belleville, WI; Montello
State Bank, Montello, WI;
State Bank of Argyle,
Argyle, WI; Citizens State
Bank, Clinton, WI;
Belleville State Bank,
Belleville, WI



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 5/02/97
section L- ications Subj N Notice Only L
we C Period Ending D

Eldorado Bank, Irvine, CA, to merge with: Liberty Newspaper: 5/24/97
National Bank, Huntington Beach, CA; Commerce

Security Bank, Sacramento, CA; and San Dieguito

National Bank, Encinitas, CA. *

Security State Corporation, to become a bank holding Newspaper: Not available
company by acquiring Security State Bank, both of
Centralia, CA.

SER Tarn PoE CHT E : :

Imperial Bancorp, Inglewood, California, to acquire Newspaper: 5/23/97
Imperial Bank of Arizona, Phoenix, AZ. *

Fed. Reg: 5/01/97

First Security Corporation, Salt Lake City, Utah, to Newspaper: 5/22/97
acquire by merger American Bancorp of Nevada,

Las Vegas, NV. * Fed. Reg.: 5/27/97
Clifford R. Ronnenberg, Sunset Beach, California, Newspaper: Not available
to increase his ownership up to 27.8 percent of

Security First Bank, Fullerton, CA. * Fed. Reg.: 5/27/97

Section IIL -Applications Subject to Federal Register 0

None

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, 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



None.

Nane.

FEDERAL RESERVE BANK OF NEW YORK

Comment Period
SECTIONT

Applications, Subject to Newspaper
Notice Only __-

SECTION I}
Applications Subject to Both

SECTION II

Nonbanking Applications

Commerzbank AG, Frankfurt, Germany, to engage through its subsidiary,
an

Commerz Futures Corporation, in financial

investment advisory activities.

SECTION IV
Applications Not Involving
Public Comment __

Approved one year extension of time for Morgan Guaranty International Finance

Corporation,

fewark, Delaware, to establish a branch in London, England.

SECTION V
Availability of CRA Public Evaluations

In connection with the assessment of cach 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.

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.



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

First Financial Bancorp,
Hamilton, OH

First National
Community Bancorp,
Inc.,

Dunmore, PA

First National Security
Company,
DeQueen, AR

First Robinson Financial
Corporation,
Robinson, IL

First Security
Borporation,
Salt Lake City, UT

First Security
Corporation Employee
Stock Ownership Plan,
Norcross, GA

Southeastern Indiana
Bancorp,

Vevay, IN;

Vevay Deposit Bank,
Vevay, IN

First National Community
Bank,
Dunmore, PA

First National Bancshares
of Hempstead County, Inc.,
Hope, AR;

First National Bank of
Hope,

Hope, AR;

Bank of Blevins,

Blevins, AR;

First National Bank of
Lewisville,

Lewisville, AR

First Robinson Savings
Bank, National Association,
Robinson, IL

American Bancorp of
Nevada, Inc.,

Las Vegas, NV;
American Bank of
Commerce,

Las Vegas, NV

First Security Corporation,
Norcross, GA;

First Security National
Bank,

Norcross, GA

3 Cleveland

3 Philadelphia
3 St. Louis

3 St. Louis

3 San Francisco
3 Atlanta

April 14, 1997

May 10, 1997

May 5, 1997

May 19, 1997

May 27, 1997

May 12, 1997



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Montgomery, Tammy
Bolton.

Golden, MS,

as Trustee for The
Weaterford Foundation
of Red Bay, Alabama,
Inc.,

Red Bay, AL

Morris Mayer
Testamentary Trust,
Walkenhorst, Dale as
Trustee,

Madison, NE

National Canton
Bancshares, Inc.,
Canton, IL

NEB Corporation,
Fond du Lac, WI

Northeast Kansas
Bancshares, Inc.,
Valley Falls, KS

Norwest Corporation,
Minneapolis, MN

Norwest Corporation,
Minneapolis, MN

Norwest Corporation,
Minneapolis, MN

Independent Bancshares,
Inc..

Red Bay, AL,

Bank of Red Bay,

Red Bay, AL

Madison Bancshares, Inc.,
Madison, NE,

Bank of Madison,
Madison, NE

Sturm Investment, Inc.,
Denver, CO,

The Union National Bank
of Macomb,

Macomb, IL

State Bank of St. Cloud,
St. Cloud, WI

Valley Falls Insurance, Inc.,
Valley Falls, KS,

Kendall State Bank,

Valley Falls, KS, insurance
activities (b)(8)(iii)

Ohio Executive Mortgage
Company,

Mansfield, OH, residential
mortgage lending (b)(1)

JMS Mortgage Company,
Cedar Rapids, IA,
residential mortgage
lending (bX(1)

The First National
Bankshares, Inc.,
Tucumcari, NM;

The First National Bank of
Tucumcari,

Tucumcari, NM

CIBC

CIBC

3 and 4

Atlanta

Kansas City

Chicago

Chicago

Kansas City

Minneapolis

Minneapolis

Minneapolis

April 28, 1997

April 7, 1997

April 18, 1997

May 5, 1997

May 5, 1997

May 8, 1997

May 9, 1997

May 9, 1997


FEDERAL RESERVE BANK OF PHILADELPHIA

| TION I - A’ RECE T ER
NOTICE ONLY
Ambassador Bank of The Commonwealth, Allentown, PA to merge with thrift (Pennsylvania

| . chartered saving bank) Wilbur Savings Bank, Bethlehem, PA, pursuant to Section 5(d)(3) of
the Federal Deposit Insurance Act.

. Newspaper comment period expires: N/Avail
TION II - APPLICATI! RE D T B PAPER
‘DE NOTI

Founders Bank, Bryn Mawr, PA, pursuant to Section 3(a)(3) of the Bank Holding Company
Act.

Newspaper comment period expires: 05/17/97

|
|
Susquehanna Bancshares, Inc., Lititz , PA to acquire 100 percent of the voting shares of
Federal Register comment period expires: 05/19/97

‘TION III - LICATI IVED AND DE!
REGISTER NOTICE ONLY
NONE
T Vv - LI T EDERAL
I TICE R

NONE



H.2

APRIL 28, 1997 TO MAY 2, 1997

PAGE 3

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

BANK BRANCHES, DOMESTIC

Dallas

Dallas

BANK HOLDING COMPANIES

Minneapolis

Dallas

Dallas

Richmond

Philadelphia

Atlanta

Texas Bank, Weatherford, Texas -- to establish a
branch at 3212 Long Prairie Road, Flower Mound,
Texas.

Approved, May 2, 1997.

United Central Bank, Garland, Texas -- to establish a
branch at 1611 Gessner, Houston, Texas.
Approved, April 29, 1997.

Adams Bancshares, Inc., Employee Stock Ownership Plan
with 401(k) Provision, Adams, Minnesota -- to
acquire Adams Bancshares, Inc.

Approved, April 29, 1997.

Bonham Financial Services, Inc., Dover, Delaware --
to acquire Bonham State Bank, Bonham, Texas.
Approved, May 1, 1997.

BonState Bancshares, Inc., Bonham, Texas -- to
acquire Bonham Financial Services, Inc., Dover,
Delaware, and Bonham State Bank, Bonham, Texas.

Approved, May 1, 1997.

Carolina First Corporation, Greeenville, South
Carolina -- to acquire Net Bank, Inc., Roswell,
Georgia, and Atlanta Internet Bank, Marietta,
Georgia.

Approved, April 30, 1997.

Covenant Bancorp, Inc., Haddonfield, New Jersey -- to
acquire Covenant Bank.
Approved, May 2, 1997.

Cumberland Bancorp, Inc., Carthage, Tennessee -- to
acquire an additional 4.6 percent of the shares of
Bank of Mason, Mason, Tennessee.

Approved, April 29, 1997.



RESERVE BANK APPLICATIONS BULLETIN For week ending May 2, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

TI - AVAIL, I Pl DISCL'
Identificati ings:
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 mamner consistent with its resources and capabilities.



Federal Reserve Bank of Atlanta

i letin fe k i a’ 7
Recently Approved Applications Approval Date
Colonial Bank 04-30-97

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

Regions Financial Corporation 04-30-97
Birmingham, Alabama

To acquire Mercantile National Bank, Longwood, Florida, pursuant to Section 3(a)(3) of the Bank

Holding Company Act.

Totalbank 05-01-97

Miami, Florida
Request for waiver of the application requirement of Section 3(a)(1) of the Bank Holding Company
Act for the proposal to to become a bank holding company by acquiring Universal Bancorp, Inc.,
Miami, Florida, and thereby acquiring Universal National Bank, Miami, Florida.

United Community Banks 05-02-97

Blairsville, Georgia
For its subsidiary, United Family Finance, Blue Ridge, Georgia, to engage in credit insurance
activities, pursuant to Section 225.25(b)(8)(ii) of Regulation Y and Section 4(c)(8) of the Bank
Holding Company Act.

Florida Bancshares, Inc. 05-02-97
Dade City, Florida

1-BHC formation, First National Bank of Pasco, Dade City, Florida.

Mercantile Bank of Southwest Florida 05-02-97
Naples, Florida

To establish a branch office located approximately 600 feet north of Pelican’s Nest Drive and US
41, Bonita Springs, Florida.

GBC Bancorp, Inc. 05-02-97
Lawrenceville, Georgia
1-BHC formation, Gwinnett Banking Company, Lawrenceville, Georgia.

Cumberland Bancorp, Inc. 04-29-97

Carthage, Tennessee
To acquire 9.2 percent of the outstanding shares of The Bank of Mason, Mason, Tennessee, pursuant
to Section 3(a)(3) of the Bank Holding Company Act.



H.2
APRIL 28, 1997 TO MAY 2, 1997
PAGE 2

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; FRBO - Federal Reserve
Bank Operations; IF - International Finance; OSDM - Office of Staff Director
for Management

BANK BRANCHES, DOMESTIC

Chicago Bank of Illinois in Normal, Normal, Illinois -- to
establish a branch at 403 North Veterans Parkway,

Bloomington, Illinois.

Approved, April 29, 1997.

New York Bank of New York, New York, New York -- to establish
a branch at 2162 Nesconset Highway, Stony Brook,
and 50 Manetto Hill Road, Plainview, New York, New
York.

Approved, May 2, 1997.

Richmond Citizens Bank of Tazewell, Tazewell, Virginia -- to
establish a branch at 910 East Main Street,
Wytheville, Virginia.
Approved, April 28, 1997.

Cleveland Cortland Savings and Banking Company, Cortland,
Ohio -- to establish a branch at 8572 South Avenue,
Unit 1, Boardman, Ohio.
Approved, May 1, 1997.

Chicago M&I Bank of Burlington, Burlington, Wisconsin -- to
establish a branch at 5455 Sheriden Road, Kenosha,
Wisconsin.

Approved, May 2, 1997.

Atlanta Mercantile Bank of Southwest Florida, Naples, Florida
-- to establish a branch approximately 600 feet
north of Pelican's Nest Drive and U.S. 41, Bonita
Springs, Florida.

Approved, May 2, 1997.

Boston Merrill Merchants Bank, Bangor, Maine -- to establish
a branch in Bud's Shop & Save Supermarket, Newport,
Maine.

Approved, April 28, 1997.

Dallas Minden Bank & Trust Company, Minden, Louisiana -- to
establish a branch at 6601 Youree Drive,
Shreveport, Louisiana.
Approved, April 29, 1997.


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Carson, Frank L., Ill,
Mulvane, KS

Castle Creek Capital
Partners Fund-I, L.P.,
Castle Creek Capital,
L.L.C., and
Eggemeyer Advisory
Corporation,

all of San Diego, CA

Castle Creek Capital
Partners Fund-l, L.P.;
Castle Creek Capital,
LL.C.; and
Eggemeyer Advisory
Corporation,

all of San Diego, CA

Castle Creek Capital
Partners Fund-l, L.P.;
Castle Creek Capital,
L.L.C.; and Eggemeyer
Advisory Corporation,
all of San Diego, CA

CB Bancorp, Inc.,
Higginsport, OH

CCB Financial
Corporation,
Durham, NC

Central Bancompany,
Inc.,
Jefferson City, MO

Mulvane Bankshares, Inc.,
Mulvane, KS;

Mulvane State Bank,
Mulvane, KS

Rancho Santa Fe National
Bank,

Rancho Santa Fe, CA;
First Community Bank of
Desert,

Yucca Valley, CA

Rancho Santa Fe National
Bank,

Rancho Santa Fe, CA;
First Community Bank of
the Desert,

Yucca Valley, CA

Rancho Santa Fe National
Bank,
Rancho Santa Fe, CA

The Citizens Bank,
Higginsport, OH

American Federal Banks,
FS.B.,

Greenville, SC, mortgage
lending; acting as agent in
the sale of certain credit
related insurace; savings
association; and brokerage
services (b)(1)(iii), (8)(i),
(9), and (15)

Warrensburg Bancshares,
Inc.,

Warrensburg, MO;

Bank of Warrensburg,
Warrensburg, MO

CIBC Kansas City

3 San Francisco
3 San Francisco
3 San Francisco
3 Cleveland

4 Richmond

3 St. Louis

April 23, 1997

March 24, 1997

April 25, 1997

April 25, 1997

March 24, 1997

May 16, 1997

May 8, 1997



Type
4(08)

Type

ROS

ROS

Federal Reserve Bank of Chicago

i I - Applicati i ‘ederal ister
Notice Only
Comment Period
Shorebank Pacific Corporation FR - 5-17-97

Ilwaco, Washington
Shoretrust Trading Group
Tlwaco, Washington

[V - Applications No’ ject to F 1 Register wspaper Noti

Application

Midstates Bancshares, Inc.
Harlan, Iowa
To redeem approximately 450 shares of common stock

West Town Bancorp, Inc.
Cicero, Illinois
To redeem 20,000 shares of common stock



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN

APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF APRIL 28, 1997

Ss -_ APPLICATI SUBJE! WSPAPER
NOTICE ONLY
APPLICATION NOTICE EXP
None.
SECTION II - APPLICATIONS SUBJECT TO BOTH
NEW! REGIST! E
APPLICA ** NOTICE EXP

Change in Control Notice by

Walter L. Cox, Sr., Naples, TX,

only notificant, to acquire an interest in

Morris County Bankshares, Inc., Naples, TX 97/05/16

(Previously reported during the week of 04-07-97)

ECTION ITT - APP T TO _ Fi Rl TI
OTICE ONL
PLICATION NOTICE EXP
None.
SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE
P TION

Notice by New Mexico National Financial Inc. ,Roswell, NM,
to repurchase 91,642 shares of its common stock

* SUBJECT TO CRA.
** EXPIRATION DATE IS THE DATE SPECIFIED IN THE NEWSPAPER NOTICE ONLY.
N/A - NOT AVAILABLE AT THIS TIME.



Merger & Branch M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin
Security Bank, S.S.B.
Milwaukee, Wisconsin
and to establish 34 branches

NP - Newspaper
FR - Federal Register

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

NP -5-22-97



For immediate release April 30, 1997

The Federal Reserve Board announced today the start of a new weekly
publication that lists applications and notices, together with the deadline for comment, that
have been filed under the Bank Holding Company Act or the Change in Bank Control Act.

The new publication is available in three forms:

. By a fax-on-demand call-in facility that is available 24 hours a day, 7 days a
week, and will automatically fax a copy of the new publication to the caller.

The call-in number is 202-452-3655

° On the Board's Internet Home Page at www.bog. frb. fed.us
° By mail by contacting the Board's Publications Services at 202-452-3245 or by
writing to Publications Services, MS-127, Federal Reserve Board, Washington,
| D.C. 20551.
In its recent revision of Regulation Y, the Board anmounced that it would take
| steps to improve the effectiveness and timeliness of public notices of merger and acquisition
proposals. The new publication, numbered the H.2A, lists applications and notices
alphabetically by applicant together with the appropriate Federal Reserve Bank where
comments may be filed, and who to contact to receive the public portion of the application.
Posting of the publication on the Board's Home Page allows a user to search

for a notice by the applicant's name, acquiree’s name or activity, section of law, or by Reserve



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

PN Holdings, Inc.,
Ann Arbor, MI

Poteau Bancshares, Inc.,
Poteau, OK

Powell, Donald Edward,
Amarillo, TX

Premier Bancshares,
Inc.,
Atlanta, GA

Premier Bancshares,
Inc.,

LaGrange, TX,

and Premier Holdings -
Nevada, Inc.,

Carson City, NV

Regions Financial
Corporation,
Birmingham, AL

Pelican National Bank, 3 and 4

Naples, FL (in
organization);
Washtenaw Mortgage
Company,

Ann Arbor, MI, lending

(b)1)

First Poteau Corporation, 3
Poteau, OK;

Poteau State Bank,

Poteau, OK

Tejas Bancshares, Inc. CIBC
Fritch, TX;

Fritch State Bank,

Fritch, TX

Central and Southern 3and4

Holding Company,
Milledgeville, GA;

Central and Southern Bank
of Georgia,

Milledgeville, GA;

Central and Southern Bank
of North Georgia,
Greensboro, GA

savings association (b)(9)

Citizens State Bank, 3
Hempstead, TX

The New Iberia Bancorp, 3
Inc.,

New Iberia, LA;

The New Iberia Bank,
New Iberia, LA;

First Bankshares, Inc., East
Point, GA;

First Bank of Georgia, East
Point, GA;

SB&T Corporation,
Smyrna, GA; and

Smyma Bank and Trust
Company,

Smyrna, GA

Atlanta

Kansas City

Dallas

Atlanta

Dallas

Atlanta

April 21, 1997

May 17, 1997

April 7, 1997

May 12, 1997

May 1, 1997

May 5, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Century Bancorp, MHC,
Bridgeton, NJ,

and Century Bancorp,
Inc.,

Bridgeton, NJ

CH and JD Byrum, LLC,
Indianapolis, IN

Citizens Bancorp,
Corvallis, OR

Citizens Banking
Corporation,
Flint, MI

Comerzbank AG,
Frankfurt am Main,
Germany

Community Capital
Corporation,
Greenwood, SC

Community Financial
Corp.,
Edgewood, IA

Century Savings Bank,
Bridgeton, NJ

American State Bank,
Lawrenceburg, IN;
American State Corporation,
Lawrenceburg, IN

Citizens Bank,
Corvallis, OR

CB Financial Corporation,
Jackson, MI;

CB North,

Charleviox, MI;

City Bank & Trust,
Jackson, MI;

City Bank,

Saint Johns, MI

CAM Acquisition, LLC,
Wilmington, DE
Montgomery Asset
Mangement, L.P.,
Montgomery Services,
LLC,

all of San Francisco, CA,
securities activities (b)(7)(i)
and (iii); financial &
Investment advisory
services (b)(6);
administrative services

The Bank of Newberry
County,
Newberry, SC

Community Savings Bank,
Robbins, [A

3

Philadelphia

Chicago

San Francisco

Chicago

New York

Richmond

Chicago

May 1, 1997

April 14, 1997

April 7, 1997

May 8, 1997

May 14, 1997

May 29, 1997

May 16, 1997



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Covenant Bancorp, Inc., Covenant Bank, 3 Philadelphia April 22, 1997
Haddonfield, NJ Haddonfield, NJ
Cox, Walter L., Sr., Morris County Bankshares, CIBC Dallas April 30, 1997
Naples, TX Incorporated,
Naples, TX;
Morris County National
Bank,
Naples, TX
Credit Suisse Group, TradeWeb, L.L.C., 4 New York April 16, 1997
Zurich, Switzerland, data processing (b)(7)
and Credit Suisse First
Boston Corp.,
New York, NY
Creditanstalt- community investments 4 New York February 24, 1997
Bankverein, (b)(6)
Vienna, Austria
Criswell, Thomas E., First Ada Bancshares, Inc., CIBC Kansas City April 30, 1997
Ada, OK; Ada, OK;
Horne, Bill J., Sr., First National Bank and
Ada, OK; Trust Company,
Howard, C.B., Ada, OK
Ada, OK;
Thompson, Richard J.,
Oklahoma City, OK;
Wail, James N.,
Shawnee, OK,
all as co-trustees,
Cumberland Bancorp, The Bank of Mason, 3 Atlanta April 4, 1997
Inc., Mason, TN
Carthage, TN
Dartmouth Capital Eldorado Bancorp, 3 San Francisco April 25, 1997
Group, Inc., Irvine, CA;
Huntington Beach, CA; Eldorado Bank,
Dartmouth Capital Tustin, CA

Group, L.P., Huntington
Beach, CA; Commerce
Security Bancorp, Inc.,
Huntington Beach, CA;
and SDN Bancorp, Inc.,
Encinitas, CA



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 mect the credit needs of its entire
delineated community, including low- and moderate income
neighborhoods, in a manner consjstent 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 May 3, 1997
NAME OF BANK RATING EXAMINATION DATE
Fleet Bank Outstanding April 15, 1996
One Peter D. Kiernan Plaza
Albany, New York 12207
Orange County Trust Outstanding December 2, 1996
Compan:
75 North Street

Middletown, New York 10940

¥ Subject fo provisions of Community Reinvestment Act.
Later of dates specified in newspaper and Federal ister notices.
KY Dx specified in newspaper notice; a later date may ‘specified in
notice.
4 Date specified in Federal Register notice; alater date may be
Specified in the newspaper notice.
/A + Not Available