Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 47

Week Ending November 19, 2005

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions November 13, 2005 to November 19, 2005

Bank Holding Companies

JPMorgan Chase & Co., New York, New York -- to engage in physical commodity 

trading activities on a limited basis as an activity that is complementary to a 

financial activity.

- Approved, November 18, 2005 

Zions Bancorporation, Salt Lake City, Utah -- to acquire Amegy Bancorporation, 

Inc., Houston, Texas; and its subsidiary, Amegy Bank, National Association.

- Approved, November 18, 2005 

Regulations And Policies

Availability of Funds and Collection of Checks (Regulation CC) -- final 

amendments to define "remotely created checks" and create transfer and 

presentment warranties for such checks; and conforming amendments to Regulation 

J (Collection of Checks and Other Items by Federal Reserve Banks and Funds 

Transfers through Fedwire).

- Approved, November 17, 2005 

(AC) = Addition or Correction Board - Page 1 of 1
November 13, 2005 to November 19, 2005

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Bank2, Oklahoma City, Oklahoma -- to establish a branch at 1701 South Morgan 

Road, Oklahoma City.

- Approved, November 16, 2005 

Kansas City

Comerica Bank, Detroit, Michigan -- to establish branches at 6812 Katella Avenue, 

Cypress, California; 318A Diablo Road, Suite 100, Danville; and 6301 Wilshire 

Boulevard, Los Angeles.

- Approved, November 14, 2005 

Secretary

Comerica Bank, Detroit, Michigan -- to establish branches at 1825 South Val Vista 

Drive, Mesa, Arizona; and 14801 North Scottsdale Road, Scottsdale.

- Approved, November 17, 2005 

Secretary

First Bank, Burkburnett, Texas -- to establish a branch at 1418 10th Street, Wichita 

Falls.

- Approved, November 16, 2005 

Dallas

First PREMIER Bank, Sioux Falls, South Dakota -- to establish a branch at 6010 

South Minnesota Avenue.

- Approved, November 16, 2005 

Minneapolis

Johnson Bank, Racine, Wisconsin -- to establish a branch at 222 West College 

Avenue, Appleton.

- Approved, November 17, 2005 

Chicago

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority November 13, 2005 to November 19, 2005

Bank Branches, Domestic

Rocky Mountain Bank, Rock Springs, Wyoming -- to establish a branch at 4050 

West Lake Creek Drive, Wilson.

- Approved, November 17, 2005 

Kansas City

SunTrust Bank, Atlanta, Georgia -- to establish a branch at 741 Duval Station Road, 

Jacksonville, Florida.

- Approved, November 17, 2005 

Atlanta

United Community Bank of Lisle, Lisle, Illinois -- to establish a branch at 5450 

Subiaco Drive.

- Approved, November 17, 2005 

Chicago

Bank Holding Companies

Chestatee Bancshares, Inc., Dawsonville, Georgia -- to engage in certain securities 

brokerage and insurance activities through its subsidiary, Chestatee Financial 

Services, Inc.

- Approved, November 17, 2005 

Atlanta

Citizens Development Company, Billings, Montana -- to merge with Midwest 

Bancorporation and thereby acquire Clarke County State Bank, Osceola, Iowa; 

Farmers and Merchants State Bank, Iroquois, South Dakota; and Farmers State 

Bank, Stickney.

- Withdrawn, November 17, 2005 

Minneapolis

Citizens Development Company, Billings, Montana -- to merge with United 

Bancorporation and thereby indirectly acquire Lincoln County Bank, Merrill, 

Wisconsin; United Bank, Osseo; Bank of Poynette, Poynette, and Cambridge State 

Bank, Cambridge.

- Withdrawn, November 17, 2005 

Minneapolis

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority November 13, 2005 to November 19, 2005

Bank Holding Companies

First Financial Bancshares, Inc., Lawrence, Kansas -- to become a bank holding 

company and to acquire The Lawrence Bank.

- Approved, November 17, 2005 

Kansas City

Flint Community Bancshares, Inc., Albany, Georgia -- to become a bank holding 

company and to acquire Flint Community Bank, a de novo bank.

- Approved, November 18, 2005 

Atlanta

Howard Bancorp, Inc., Ellicott City, Maryland -- to become a bank holding 

company and to acquire Howard Bank,

- Approved, November 15, 2005 

Secretary

LubCo BancShares, Inc., Slaton, Texas -- to acquire 17 percent of the shares of 

Wilson Bancshares, Inc., Wilson, and indirectly acquire Wilson State Bank.

- Returned, November 17, 2005 

Dallas

Marshall & Ilsley Corporation, Milwaukee, Wisconsin -- to acquire through its 

subsidiary, Metavante Corporation, Link2Gov Corp., Nashville, Tennessee, and 

thereby engage in data processing activities.

- Approved, November 15, 2005 

Chicago

Nebraska Bankshares, Inc., Farnam, Nebraska -- to acquire up to 100 percent of the 

shares of First State Bank (also known as Holbrook Exchange Company), Holbrook, 

a de novo bank.

- Approved, November 16, 2005 

Kansas City

New Waggoner, Inc., Vernon, Texas -- to become a bank holding company and to 

acquire Waggoner National Bancshares, Inc., and indirectly acquire Vernon 

Bancshares, Inc., Wilmington, Delaware, and Waggoner National Bank, Vernon.

- Approved, November 18, 2005 

Dallas

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority November 13, 2005 to November 19, 2005

Bank Holding Companies

Palos Bancshares, Inc., Palos Heights, Illinois -- to retain the nonbanking activity of 

extending credit and servicing loans.

- Approved, November 16, 2005 

Chicago

RelianzBancshares Inc., Wichita, Kansas -- to become a bank holding company and 

to acquire RelianzBank, a de novo bank.

- Approved, November 14, 2005 

Kansas City

SBT Bancorp, Inc., Clarkesville, Georgia -- to become a bank holding company and 

to acquire Southern Bank & Trust, a de novo bank.

- Approved, November 18, 2005 

Atlanta

Bank Mergers

Falls Bank, Stow, Ohio -- to become a member of the Federal Reserve System and 

to merge with Sky Bank, Salineville, and be known as Sky Bank.

- Approved, November 18, 2005 

Cleveland

First Tier Bank & Trust, Olean, New York -- to merge with Bath National Bank, 

Bath; National Bank of Geneva, Geneva; and Wyoming County Bank, Warsaw.

- Approved, November 14, 2005 

Secretary

Millennium Bankshares Corporation, Reston, Virginia -- to acquire Albemarle First 

Bank, Charlottesville, and for MB Interim Bank to merge with Albemarle First 

Bank and become a member of the Federal Reserve System.

- Approved, November 16, 2005 

Richmond

SolutionsBank, Overland Park, Kansas -- to merge with Citizens Home Bank, 

Greenfield, Missouri, and establish branches at existing locations and at 127 West 

10th Street, Kansas City, Missouri.

- Approved, November 14, 2005 

Kansas City

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority November 13, 2005 to November 19, 2005

Change In Bank Control

Bosque Bancshares, Inc., Cranfills Gap, Texas -- change in bank control.

- Permitted, November 16, 2005 

Dallas

Competitive Factors Reports

Bank of Talmage, Talmage, Nebraska -- report on competitive factors of the 

proposed merger with Randolph State Bank, Randolph, Iowa.

- Submitted, November 15, 2005 

Kansas City

First Merchants Bank, National Association, Muncie, Indiana -- report on 

competitive factors of the proposed merger with First United Bank, National 

Association, Middletown.

- Submitted, November 15, 2005 

Chicago

First State Bank, Danville, Virginia -- report on competitive factors of the proposed 

merger with Imperial Savings and Loan Association, Martinsville.

- Submitted, November 18, 2005 

Richmond

Harris National Association, Chicago, Illinois -- report on competitive factors of the 

proposed merger with Villa Park Trust & Savings Bank, Villa Park.

- Submitted, November 15, 2005 

Chicago

Patriot Bank, Houston, Texas -- report on competitive factors of the proposed 

interim merger with Patriot Merger Sub, Inc.

- Submitted, November 16, 2005 

Dallas

The Peoples Community Bank, Mazomanie, Wisconsin -- report on competitive 

factors of the proposed merger with Iron Horse Investments, Inc.

- Submitted, November 15, 2005 

Chicago

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority November 13, 2005 to November 19, 2005

Competitive Factors Reports

The Peoples National Bank of LaFollette, LaFollette, Tennessee -- report on 

competitive factors of the proposed merger with Peoples National of LaFollette 

Financial Corporation.

- Submitted, November 16, 2005 

Atlanta

Pinnacle National Bank, Nashville, Tennessee -- report on competitive factors of the 

proposed merger with Cavalry Banking, Murfreesboro.

- Submitted, November 17, 2005 

Atlanta

The Simsbury Bank and Trust Company, Inc., Simsbury, Connecticut -- report on 

competitive factors of the proposed merger with SBT Interim Bank.

- Submitted, November 16, 2005 

Boston

State Bank of Seaton, Seaton, Illinois -- report on competitive factors of the 

proposed purchase of assets and assumption of liabilities of the Sterling branch of 

Valley Bank, Moline.

- Submitted, November 15, 2005 

Chicago

UnitedOne Credit Union, Manitowoc, Wisconsin -- report on competitive factors of 

the proposed purchase of assets and assumption of liabilities of the Two Rivers 

branch of North Shore Bank, F.S.B., Brookfield.

- Submitted, November 17, 2005 

Chicago

Membership

Bank of Fayetteville, National Association, Fayetteville, Arkansas -- to become a 

member of the Federal Reserve System on conversion from a national to a state 

charter.

- Approved, November 14, 2005 

St. Louis

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority November 13, 2005 to November 19, 2005

Membership

First Vision Bank of Tennessee Tullahoma, Tennessee -- to become a member of 

the Federal Reserve System.

- Approved, November 18, 2005 

Atlanta

(AC) = Addition or Correction Delegated - Page 7 of 7
District: 1

Federal Reserve Bank of Boston

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 1

Federal Reserve Bank of Boston

Availability of CRA Public Evaluations 

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 2

Federal Reserve Bank of New York

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

Not applicable

Notice by Bank Hapoalim B.M., Arison

Holdings Ltd. and Israel Salt Industries Ltd. all

of Tel Aviv, Israel to acquire Investec USA,

New York, NY and thereby engage in

nonbanking activities pursuant to Sections

225.28(b)(6), (7) and (8) of Regulation Y.

ISRAEL SALT INDUSTRIES

LTD.

* Subject to the provisions of the Community Reinvestment Act
District: 2

Federal Reserve Bank of New York

Availability of CRA Public Evaluations 

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 3

Federal Reserve Bank of Philadelphia

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Premises Not applicable

Not applicable

The Bryn Mawr Trust Company, Bryn Mawr,

PA, request approval to increase its

investment in bank premises in the amount of

$2.3 million and therefore exceed the premises

limitations set forth in Regulation H.

BRYN MAWR TRUST

COMPANY

* Subject to the provisions of the Community Reinvestment Act
District: 3

Federal Reserve Bank of Philadelphia

Availability of CRA Public Evaluations 

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 4

Federal Reserve Bank of Cleveland

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 11/08/2005

establish a branch at 920 West State Street,

Hastings, MI.

FIFTH THIRD BANK

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

Key Equipment Finance International, Inc.,

Superior, Colorado, proposes to make

additional equity investments up to $55 million

in four direct and indirect subsidiaries pursuant

to section 211.9(f) of Regulation K

($20 million in Key Nova Scotia Funding

Company, Halifax, Nova Scotia, Canada; $25

million in Key Canada Funding Ltd., Calgary,

Alberta, Canada; $2 million in Key

Equipment Finance Australia Pty. Limited,

North Sydney, Australia; and $8 million in

Key Equipment Finance Korea Co., Ltd.,

Seoul, South Korea)

KEY EQUIPMENT FINANCE

INTERNATIONAL INC.

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Peoples Bank & Trust Company of Madison 12/14/2005

County, Berea, KY to merge with Berea

Community Bank, Inc., (currently known as

Berea National Bank), Berea, KY and incident

thereto establish branch facilities.

PEOPLES BANK & TRUST

COMPANY OF MADISON

COUNTY

* Subject to the provisions of the Community Reinvestment Act
District: 4

Federal Reserve Bank of Cleveland

Availability of CRA Public Evaluations 

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 5

Federal Reserve Bank of Richmond

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Bank of Williamsburg, Williamsburg,

Virginia, to establish a branch facility to be

located at 5030 George Washington Memorial

Highway, Grafton, Virginia.

BANK OF WILLIAMSBURG,

THE

Newspaper:

Federal Register:

* Branch

Not applicable

Fidelity & Trust Bank, Bethesda, Maryland, to 12/17/2005

establish a branch facility to be located at 1044

Wisconsin Avenue, NW, Washington, DC.

FIDELITY & TRUST BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Planters Bank & Trust Company of Virginia, 12/01/2005

Staunton, Virginia, to establish a branch

facility to be located at 2201 Graves Mill Road,

Forest, Virginia.

PLANTERS BANK & TRUST

COMPANY OF VIRGINIA

* Subject to the provisions of the Community Reinvestment Act
District: 5

Federal Reserve Bank of Richmond

Availability of CRA Public Evaluations 

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 6

Federal Reserve Bank of Atlanta

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Bank Independent, Sheffield, Alabama, to 11/18/2005

establish a branch located at 304 East Dr.

Hicks Boulevard, Florence, Alabama.

BANK INDEPENDENT

Newspaper:

Federal Register:

* 3A3 Not available

12/16/2005

Compass Bancshares, Inc., Birmingham,

Alabama, to acquire 100 percent of the

outstanding shares of TexasBanc Holding Co.,

Weatherford, Texas, and indirectly acquire M

& F Financial Corp., Wilmington, Delaware,

and TexasBank, Fort Worth, Texas.

COMPASS BANCSHARES,

INC.

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Compass Bank, Birmingham, Alabama, 12/08/2005

Compass Bank, Birmingham, Alabama, to

merge with TexasBank, Fort Worth, Texas.

COMPASS BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Compass Bank, Birmingham, Alabama, to 11/25/2005

establish branches at the following locations:

10633 West Olive Avenue, Peoria, Arizona, to

be known as the Peoria - West Olive Branch;

13950 North 75th Avenue, Peoria, Arizona, to

be known as the Peoria - North 75th Branch;

11770 University Boulevard, Sugarland, Texas,

to be known as the Sugarland - University

Branch; and 2650 E. Southlake Boulevard,

Southlake, Texas, to be known as the

Southlake - East Southlake Branch.

COMPASS BANK

Newspaper:

Federal Register:

4c8 Not applicable

Not available

Cornerstone Bancshares, Inc., along with its

subsidiary, EFI Acquisition, Inc., both of

Chattanooga, Tennessee, to acquire

substantially all of the assets and assume

substantially all of the liabilities of Eagle

Financial, LLC, and Eagle Funding, LLC, both

of Chattanooga, Tennessee, and thereby engage

in providing factoring services to small

business and also provide services as a loan

broker serving as a facilitator to small

businesses to access the national credit

markets.

CORNERSTONE

BANCSHARES, INC.

Newspaper:

Federal Register:

4c8 Not applicable

Not applicable

Flag Financial Corporation, Atlanta, Georgia,

prior notice to acquire Capital Financial

Software, LLC, Norcross, Georgia, and thereby

engage in data processing in related services.

FLAG FINANCIAL

CORPORATION

Newspaper:

Federal Register:

* 3A1 Not available

Not available

Hamilton State Bancshares, Inc., Braselton,

Georgia, notice to become a bank holding

company by acquiring 100 percent of the

outstanding shares of Hamilton State Bank,

Braselton, Georgia.

HAMILTON STATE

BANCSHARES, INC.

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Sunrise Bank, Cocoa Beach, Florida, to

become a member of the Federal Reserve

System.

SUNRISE BANK

* Subject to the provisions of the Community Reinvestment Act
District: 6

Federal Reserve Bank of Atlanta

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

SunTrust Bank, Atlanta, Georgia, to establish 11/30/2005

branches at the following locations: 2301 Berry

Boulevard, Davenport, Florida, to be known as

the Berry Town Center Office; and 7450

Cypress Gardens Boulevard, Winter Haven,

Florida, to be known as the Winter Haven

Wal-Mart Office.

SUNTRUST BANK

Newspaper:

Federal Register:

* 3A5 Not available

12/16/2005

TraCorp, Inc., Tullahoma, Tennessee, to

merge with F N Bancorp, Inc., and thereby

acquire its subsidiary, First National Bank of

Tullahoma, both of Tullahoma, Tennessee.

TRACORP, INC.

* Subject to the provisions of the Community Reinvestment Act
District: 6

Federal Reserve Bank of Atlanta

Availability of CRA Public Evaluations 

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

3195653 MARCO CMNTY BK, MARCO ISLAND, FLORIDA 05/09/2005 11/02/2005 S Small Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 7

Federal Reserve Bank of Chicago

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

12/12/2005

Belmont Financial Group, Inc., Chicago,

Illinois, to become a bank holding company by

acquiring 100 percent of the voting shares of

Belmont Bank & Trust Company (in

organization), Chicago, Illinois.

BELMONT FINANCIAL

GROUP, INC.

Newspaper:

Federal Register:

* 3A3 Not available

11/28/2005

Capitol Bancorp, Ltd. Lansing, Michigan and

Capitol Development Bancorp Limited III,

Lansing, Michigan, to acquire 51 percent of

the voting shares of Bank of Santa Barbara (in

organization), Santa Barbara, California.

CAPITOL BANCORP LTD.

Newspaper:

Federal Register:

* 3A1 11/21/2005

11/18/2005

CenterBank Financial, Inc., Northfield,

Illinois, to become a bank holding company by

acquiring 100 percent of the voting shares of

CenterBank and Trust, National Association

(in organization), Deerfield, Illinois.

CENTERBANK FINANCIAL,

INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Chemical Bank and Trust Company, Midland,

Michigan, to merge with Chemical Bank West,

Walker, Michigan and Chemical Bank

Shoreline, Benton Harbor, Michigan, and

thereby to establish 71 branches.

CHEMICAL BANK AND

TRUST COMPANY

Newspaper:

Federal Register:

* Branch

Not applicable

Comerica Bank, Detroit, Michigan, to establish 11/04/2005

branch facilities to be located at 6812 Katella

Ave., Cypress, California; 318A Diablo Road,

Ste. 100, Danville, California; and 6301

Wilshire Blvd., Los Angeles, California.

COMERICA BANK

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Comerica Bank, Detroit, Michigan, to establish

a branch facility to be located at 7789

Sashabaw Road, Clarkston, Michigan.

COMERICA BANK

Newspaper:

Federal Register:

* 3A3 12/04/2005

12/05/2005

First Citizens Financial Corp., Mason City,

Iowa, to acquire 100 percent of Kanabec Credit

Company, Mora, Minnesota, and thereby

indirectly acquire Kanabec State Bank, Mora,

Minnesota.

FIRST CITIZENS FINANCIAL

CORP.

Newspaper:

Federal Register:

* 3A1 Not available

12/19/2005

First Internet Bancorp, Indianapolis, Indiana,

to become a bank holding company by

acquiring 100 percent of the voting shares of

First Internet Bank of Indiana, Indianapolis,

Indiana.

First Internet Bancorp

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

First Midwest Bank, Itasca, Illinois, to 11/14/2005

purchase the assets and assume the liabilities

of the Carpentersville, Illinois branch of Elgin

State Bank, Elgin, Illinois, and thereby to

establish a branch located at 2250 Randall

Road, Carpentersville, Illinois.

FIRST MIDWEST BANK

Newspaper:

Federal Register:

* 3A1 12/07/2005

12/09/2005

Indiana Bank Corp., Terre Haute, Indiana, to

become a bank holding company by acquiring

100 percent of the voting shares of The First

National Bank of Dana, Dana, Indiana.

INDIANA BANK CORP.

* Subject to the provisions of the Community Reinvestment Act
District: 7

Federal Reserve Bank of Chicago

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Johnson Bank, Racine, Wisconsin, to establish 08/19/2005

a branch facility to be located at 222 W.

College Avenue, Appleton, Wisconsin.

JOHNSON BANK

Newspaper:

Federal Register:

* 4c8 Not available

12/19/2005

MainSource Financial Group, Inc.,

Greensburg, Indiana, to acquire 100 percent of

the voting shares of Union Community

Bancorp, Crawfordsville, Indiana, and thereby

indirectly acquire Union Federal Savings and

Loan Association, Crawfordsville, Indiana, and

thereby operate a savings association.

MAINSOURCE FINANCIAL

GROUP, INC.

Newspaper:

Federal Register:

* 3A1 Not available

4c8 12/12/2005

STC Bancshares Corp., St. Charles, Illinois, to

become a bank holding company by acquiring

100 percent of the voting shares of STC

Capital Bank (in organization), St. Charles,

Illinois, and the notification to engage de novo

in extending credit and servicing loans.

STC BANCSHARES CORP.

* Subject to the provisions of the Community Reinvestment Act
District: 7

Federal Reserve Bank of Chicago

Availability of CRA Public Evaluations 

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

991340 1ST SOURCE BK, SOUTH BEND, INDIANA 05/23/2005 11/07/2005 S Large Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 8

Federal Reserve Bank of St.Louis

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Member Not applicable

Not applicable

The Bank of Fayetteville, National Association,

Fayetteville, Arkansas, to become a member of

the Federal Reserve System.

BANK OF FAYETTEVILLE

NATIONAL ASSOCIATION

Newspaper:

Federal Register:

* 3A5

4c8

12/04/2005

12/12/2005

Clayton Bancorp, Inc., Henderson, Tennessee,

to merge with Bancshares of Camden, Inc.,

Camden, Tennessee, and thereby indirectly

acquire Bank of Camden, Camden, Tennessee.

Also, Clayton Bancorp, Inc., Henderson,

Tennessee, to indirectly engage in reinsuring

credit life, credit accident, and health

insurance activies through the indirect

acquisition of BOC Reinsurance Company,

Ltd., Crossville, Tennessee.

CLAYTON BANCORP, INC

Newspaper:

Federal Register:

* 3A3 12/12/2005

12/12/2005

Community First Bancshares, Inc., Harrison,

Arkansas ("Community"), to acquire additional

shares of White River Bancshares Company,

Fayetteville, Arkansas ("Bancshares"), and

thereby indirectly acquire Signature Bank,

Fayetteville, Arkansas. The acquisition will

result in Community retaining ownership of up

to 23.33 percent of Bancshares stock.

COMMUNITY FIRST

BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A3 11/26/2005

12/15/2005

Home Bancshares, Inc., Conway, Arkansas

("Home"), to acquire additional shares of

White River Bancshares Company,

Fayetteville, Arkansas ("Bancshares"), and

thereby indirectly acquire Signature Bank,

Fayetteville, Arkansas. The acquisition will

result in Home retaining ownership of up to

20.0 percent of Bancshares stock.

HOME BANCSHARES, INC.

Newspaper:

Federal Register:

CIC 12/01/2005

12/05/2005

Notice by a group acting in concert to gain

control of MemphisFirst Corporation,

Memphis, Tennessee. The group consists of

Scott Lee Bolding, Fayetteville, Arkansas;

John Spellings Everett, Collierville, Tennessee;

John Edgar Griffin, Columbus, Mississippi;

Dayton Reid Hedgepeth, Memphis, Tennessee;

Donald Lee Hutson, Memphis, Tennessee;

Pritesh Bhagubhai Patel, Fort Worth, Texas;

Jon Abner Reeves, Southaven, Mississippi;

James Lee Stafford, West Point, Mississippi;

James Lynn Teel, Winter Park, Florida; Brent

Derek Trulove, Memphis, Tennessee; Frank

Pearson Uhlhorn, Germantown, Tennessee;

Theodore Gaillard Uhlhorn, V, Memphis,

Tennessee; John Bullington Walker,

Germantown, Tennessee; and William Gerald

Washington, Randolph, Mississippi.

MEMPHISFIRST

CORPORATION

* Subject to the provisions of the Community Reinvestment Act
District: 8

Federal Reserve Bank of St.Louis

Availability of CRA Public Evaluations 

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 9

Federal Reserve Bank of Minneapolis

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

12/02/2005

Shirley A. Davidson; the Shirley A. Davidson

Marital Trust, Shirley A. Davidson trustee;

Tamara M. Davidson-Sogard; the Tamara M.

Davidson-Sogard Family Generation Skipping

Trust, Tamara M. Davidson-Sogard trustee;

Patrick Oliver Sogard; Barrett W. Sogard; the

Barrett W. Sogard Trust; Isabella M. Sogard;

the Isabella M. Sogard Trust; Oliver T.

Sogard; the Oliver T. Sogard Trust; Thomas P.

Sogard; and the Thomas P. Sogard Trust all of

Williston, North Dakota and Thomas M.

Davidson, Jr. and the Thomas M. Davidson Jr.

Family Generation Skipping Trust, Thomas M.

Davidson Jr. trustee of Minneapolis,

Minnesota, a group acting in concert, to

acquire 25 percent or more of the shares of

American State Bank Holding Company, Inc.,

Williston, North Dakota, and thereby indirectly

gain control of American State Bank & Trust

Company of Williston, Williston, North

Dakota. In addition, Shirley A. Davidson,

Tamara M. Davidson-Sogard, and Patrick O.

Sogard to individually acquire 25 percent or

more of the shares of American State Bank

Holding Company, Inc., Williston, North

Dakota, and thereby indirectly gain control of

American State Bank & Trust Company of

Williston, Williston, North Dakota.

AMERICAN STATE BANK

HOLDING COMPANY, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Big Sky Western Bank, Big Sky, Montana, to 11/22/2005

establish a branch facility at 300 Jackrabbit

Lane, Belgrade, Montana.

BIG SKY WESTERN BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Big Sky Western Bank, Big Sky, Montana to 11/22/2005

establish a branch at the site of the present

main banking house located at 55 Lone Peak

Drive in Big Sky, Montana.

BIG SKY WESTERN BANK

Newspaper:

Federal Register:

* 3A3 12/05/2005

12/05/2005

First Sleepy Eye Bancorporation, Inc., Sioux

Falls, South Dakota, to acquire 100 percent of

Stearns Bank Evansville, N.A., Evansville,

Minnesota.

FIRST SLEEPY EYE

BANCORPORATION, INC.

Newspaper:

Federal Register:

CIC Not available

12/06/2005

Change in control notice by Paul J. Hanisch,

Crosby, North Dakota, to acquire 25 percent or

more of the shares of Hanisch Bankshares,

Ltd., Crosby, North Dakota and thereby

indirectly acquire control of Farmers State

Bank of Crosby, Crosby, North Dakota.

HANISCH BANKSHARES,

LTD.

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Superior National Bank, Superior, Wisconsin,

to be know and Superior Bank, Superior,

Wisconsin, to convert to a state charter and

become a member of the Federal Reserve

System.

SUPERIOR NATIONAL BANK

* Subject to the provisions of the Community Reinvestment Act
District: 9

Federal Reserve Bank of Minneapolis

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 11/23/2005

11/22/2005

Notice by the John C. Elsenpeter 2004 Term

Trust and the John C. Elsenpeter 2005 Term

Trust ("JCE Trusts"); John C. Elsenpeter,

individually and as trustee of the JCE Trusts;

The Vicki J. Elsenpeter 2004 Term Trust and

The Vicki J. Elsenpeter 2005 Term Trust

("VJE Trusts"); and Vicki J. Elsenpeter,

individually and as trustee of the VJE Trusts,

all of Walker, Minnesota, a group acting in

concert, to acquire 25 percent or more of the

shares of Walker Ban Co., Walker, Minnesota,

and thereby indirectly gain control of First

National Bank of Walker, Walker, Minnesota

and Lakes State Bank, Pequot Lakes,

Minnesota.

WALKER BAN CO.

* Subject to the provisions of the Community Reinvestment Act
District: 9

Federal Reserve Bank of Minneapolis

Availability of CRA Public Evaluations 

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 10

Federal Reserve Bank of Kansas City

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 5D3

* Branch

* 18C

* Branch

Not applicable

First State Bank, N.M., Taos, New Mexico, to 12/08/2005

merge with Access Bank, Clovis, New Mexico,

and Ranchers Banks, Belen, New Mexico, and

incident thereto, to establish several branches.

FIRST STATE BANK N.M.

Newspaper:

Federal Register:

CIC Not available

12/06/2005

Notification by Kirk Berneking, Solomon,

Kansas, as trustee of the Julia Riordan Trust

No. 2, to retain control of Solomon

Bancshares, Inc., parent of Solomon State

Bank, both in Solomon, Kansas.

SOLOMON BANCSHARES,

INC.

Newspaper:

Federal Register:

CIC 11/17/2005

11/22/2005

Notification by Clarkson D. Lauritzen, Omaha,

Nebraska, to acquire control of The Viking

Corporation, Omaha, Nebraska, parent of

Crawford County Trust and Savings Bank,

Denison, Iowa; and Landmands National

Bank, Audubon, Iowa.

VIKING CORPORATION, THE

Newspaper:

Federal Register:

* 3A1 12/12/2005

12/08/2005

Western State Bancshares, Waterloo,

Nebraska, to become a bank holding company

through the acquisition of up to 100 percent of

the voting shares of Western State Bank,

Waterloo, Nebraska.

WESTERN STATE

BANCSHARES, INC.

* Subject to the provisions of the Community Reinvestment Act
District: 10

Federal Reserve Bank of Kansas City

Availability of CRA Public Evaluations 

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

443951 PEOPLES BK, OKLAHOMA CITY, OKLAHOMA 08/08/2005 11/01/2005 S Small Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 11

Federal Reserve Bank of Dallas

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

12/19/2005

FirstPerryton Bancorp, Inc., Perryton, Texas,

to acquire 100 percent of Amarillo Western

Bancshares, Inc., Amarillo, Texas, and

indirectly acquire Western National Bank,

Amarillo, Texas.

FIRSTPERRYTON BANCORP,

INC.

Newspaper:

Federal Register:

* 3A3 Not available

12/12/2005

LubCo BancShares, Inc., Slaton, Texas, to

acquire 17 percent of Wilson Bancshares, Inc.,

Wilson, Texas, and indirectly acquire Wilson

State Bank, Wilson, Texas.

LUBCO BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A5 Not available

12/09/2005

Patriot Bancshares, Inc., Houston, Texas (a

bank holding company in the process of

formation over Patriot Bank, Houston, Texas)

to acquire 100 percent of Quadco Bancshares,

Inc., Ladonia, Texas, and therefore indirectly

acquire Farmers & Merchants State Bank,

Ladonia, Texas.

PATRIOT BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A1 Not available

12/19/2005

ST Banc Corp., McAllen, Texas, to become a

bank holding company by acquiring 100

percent of South Texas Bancorp, Hebbronville,

Texas, and indirectly acquire South Texas

Bancorp of Delaware, Inc., Wilmington,

Delaware, and Hebbronville State Bank,

Hebbronville, Texas.

ST BANC CORP.

* Subject to the provisions of the Community Reinvestment Act
District: 11

Federal Reserve Bank of Dallas

Availability of CRA Public Evaluations 

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 12

Federal Reserve Bank of San Francisco

Filings received during the week ending November 19, 2005

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Bank of the Federated States of Micronesia,

Kolonia, Pohnpei, Federated States of

Micronesia, to establish a limited service

non-insured branch in Honolulu, Hawaii,

pursuant to section 7(d)of the International

Banking Act, and section 211.24(a)(1) of

Regulation K.

BANK OF THE FEDERATED

STATES OF MICRONESIA

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

Community Bancshares, Inc., Kingman,

Arizona, to become a bank holding company

by acquiring 100 percent of Mission Bank,

Kingman, Arizona.

COMMUNITY BANCSHARES,

INC.

Newspaper:

Federal Register:

* 3A1 Not available

Not available

Oregon Coast Bancshares, Inc., Newport,

Oregon, to become a bank holding company by

acquiring 100 percent of Oregon Coast Bank,

Newport, Oregon.

Oregon Coast Bancshares, Inc.

Newspaper:

Federal Register:

* Branch

Not applicable

Pacific Mercantile Bank, Costa Mesa, 11/17/2005

California, to establish a branch facility at

31601 Avenida Los Cerritos, Suite 100, San

Juan Capistrano, California.

PACIFIC MERCANTILE BANK

* Subject to the provisions of the Community Reinvestment Act
District: 12

Federal Reserve Bank of San Francisco

Availability of CRA Public Evaluations 

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

207872 FIRST UT BK, SALT LAKE CITY, UTAH 06/20/2005 11/07/2005 S Small Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act