Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 44

Week Ending October 30, 2004

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions October 24, 2004 to October 30, 2004

Regulations And Policies

Basel Capital Accord -- publication for comment of interagency guidance on 

implementing the advanced internal ratings-based approach for retail credit exposures 

(Docket No. OP-1215).

- Approved, October 12, 2004 (AC)

Reserve Bank Operations

Reserve Bank Directors -- appointment of chairmen and deputy chairmen of the twelve 

Federal Reserve Banks for 2005.

- Announced, October 27, 2004 

Enforcement

County Bank, Merced, California -- written agreement with the Federal Reserve Bank of 

San Francisco.

- Announced, October 29, 2004 

(AC) = Addition or Correction Board - Page 1 of 1
October 24, 2004 to October 30, 2004

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

Fifth Third Bank, Cincinnati, Ohio -- to establish a branch at 5991 Sunbury Road, 

Westerville.

- Approved, October 28, 2004 

Cleveland

JPMorgan Chase Bank, New York, New York -- to establish a branch at 225 North 

Wood Avenue, Linden, New Jersey.

- Approved, October 29, 2004 

New York

Pocono Community Bank, Stroudsburg, Pennsylvania -- to establish a branch at Route 

390 and Price Drive, Barrett Township.

- Approved, October 26, 2004 

Philadelphia

SouthTrust Bank, Birmingham, Alabama -- to establish branches at 7915 FM 1960, 

Houston, Texas; 12907 FM 1960 West; 9475 Jones Road; and 8711 West Loop South.

- Approved, October 28, 2004 

Atlanta

Union Bank and Trust Company, Bowling Green, Virginia -- to establish a branch at 

8300 Bell Creek Road, Mechanicsville.

- Approved, October 28, 2004 

Richmond

Virginia Commerce Bank, Arlington, Virginia -- to establish a branch at 9161 Liberia 

Avenue, Manassas.

- Approved, October 28, 2004 

Richmond

(AC) = Addition or Correction Delegated - Page 1 of 5
H.2 Actions under delegated authority October 24, 2004 to October 30, 2004

Bank Holding Companies

ABC Bancorp, Moultrie, Georgia -- to merge with Citizens Bancshares, Inc., 

Crawfordville, Florida, and thereby acquire Citizens Bank-Wakulla.

- Approved, October 27, 2004 

Atlanta

Algiers Bancorp, Inc., Baton Rouge, Louisiana -- to become a bank holding company 

and to acquire Statewide Bank, Terrytown, formerly known as Algiers Bank & Trust, on 

its conversion to a state-chartered bank.

- Approved, October 26, 2004 

Atlanta

Bancorp VI, Inc., Stillwell, Kansas -- to become a bank holding company and to acquire 

The First State Bank of Grand Chain, Grand Chain, Illinois.

- Withdrawn, October 27, 2004 

St. Louis

Community First Bancorporation, Inc., Kennewick, Washington -- to become a bank 

holding company and to acquire Community First Bank.

- Approved, October 25, 2004 

San Francisco

Lindoe, Inc., Ordway, Colorado -- to acquire up to 14.99 percent of the shares of 

Southern Colorado National Bancorp, Inc., Pueblo, parent of Southern Colorado 

National Bank.

- Approved, October 28, 2004 

Kansas City

Sky Financial Group, Inc., Bowling Green, Ohio -- to acquire Prospect Bancshares, Inc., 

Worthington, and thereby acquire Prospect Bank, Columbus.

- Approved, October 29, 2004 

Cleveland

United Bancor, Ltd., Dickinson, North Dakota -- to acquire Scandia American 

Bancorporation, Inc., Stanley, and thereby acquire Scandia American Bank and Trust.

- Approved, October 28, 2004 

Minneapolis

(AC) = Addition or Correction Delegated - Page 2 of 5
H.2 Actions under delegated authority October 24, 2004 to October 30, 2004

Bank Mergers

Popular, Inc., San Juan, Puerto Rico, Popular International Bank, Inc., and Popular 

North America, Inc. -- to acquire Kislak Financial Corporation, Miami Lakes, Florida; 

and for Banco Popular North America, New York, New York, to acquire by merger the 

assets and liabilities of Kislak National Bank, Miami Lakes.

- Approved, October 27, 2004 

New York

Change In Bank Control

Bakken Securities, Inc., St. Louis Park, Minnesota -- change in bank control.

- Withdrawn, October 27, 2004 

Minneapolis

BNB Bancorp, Inc., Brookville, Ohio -- to retain control of BNB Bancorp, Inc.

- Permitted, October 29, 2004 

Cleveland

First Southern Bancshares, Inc., Florence, Alabama -- change in bank control.

- Permitted, October 29, 2004 

Atlanta

Hanston Insurance Agency, Inc., Hanston, Kansas -- change in bank control.

- Withdrawn, October 29, 2004 

Kansas City

PSB Bancorp, Inc., Philadelphia, Pennsylvania -- change in bank control.

- Permitted, October 28, 2004 

Philadelphia

Competitive Factors Reports

Androscoggin Savings Bank, Lewiston, Maine -- report on competitive factors of the 

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

Falls branch of Skowhegan Savings Bank, Skowhegan.

- Submitted, October 26, 2004 

Boston

(AC) = Addition or Correction Delegated - Page 3 of 5
H.2 Actions under delegated authority October 24, 2004 to October 30, 2004

Competitive Factors Reports

Crest Savings Bank, Wildwood, New Jersey -- report on competitive factors of the 

proposed acquisition of certain assets and assumption of certain liabilities of the Sea Isle 

City branch of Sun National Bank, Vineland.

- Submitted, October 25, 2004 

Philadelphia

Farmers First Bank, Lititz, Pennsylvania -- report on competitive factors of the proposed 

merger with First Susquehanna Bank & Trust, Sunbury, and WNB Bank, Williamsport, 

as part of a corporate reorganization.

- Submitted, October 25, 2004 

Philadelphia

Extensions Of Time

Citibank, N.A., New York, New York -- extension of time for Citibank Overseas 

Investment Corporation, New Castle, Delaware, and Citileasing S.A., Lima, Peru, to 

divest an interest in certain property acquired in settlement of debts previously contracted 

(DPC).

- Granted, October 26, 2004 

Secretary

The Farmers State Bank of Fort Morgan Colorado Employee Stock Ownership Plan, 

Fort Morgan, Colorado -- extension to February 18, 2005, to acquire up to 38 percent 

of the shares of F.S.B. Bancorporation of Fort Morgan, Colorado.

- Granted, October 28, 2004 

Kansas City

The Vintage Bank, Napa, California -- extension to March 3, 2005, to merge with 

Solano Bank, Vacaville.

- Granted, October 27, 2004 

San Francisco

Financial Holding Companies

Community Valley Bancorp, Chico, California -- election to become a financial holding 

company.

- Effective, October 29, 2004 

San Francisco

(AC) = Addition or Correction Delegated - Page 4 of 5
H.2 Actions under delegated authority October 24, 2004 to October 30, 2004

International Operations

Bank of America, National Association, Charlotte, North Carolina -- for its London 

branch to acquire LBI Holdings, Limited, London, United Kingdom.

- Approved, October 29, 2004 

Director, BS&R

Wachovia Bank, N.A., Charlotte, North Carolina -- waiver of remainder of notification 

period to establish a branch in Frankfurt, Germany.

- Granted, October 26, 2004 

Director, BS&R

Membership

First State Bank, Lincoln, Nebraska -- to become a member of the Federal Reserve 

System.

- Approved, October 29, 2004 

Kansas City

(AC) = Addition or Correction Delegated - Page 5 of 5
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, October 30, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Northeast Bank, Auburn, Maine - to open a branch at 660 

Roosevelt Trail, Windham, Maine pursuant to section 9 of the 

Federal Reserve Act and section 208.6 of Regulation H

Newspaper – 11/08/2004

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

Type Application

Ending date of

comment period

CIC George Arthur Giovanis - to retain up to 38.93% of the 

outstanding shares of the common stock of Pepperell Bancshares 

Financial Group, Inc., Biddeford, Maine 

Newspaper – 11/11/2004

Fed Reg – 11/15/2004

3(a)(3) Webster Financial Corporation, Waterbury, Connecticut - to 

acquire 100% of the common stock of Eastern Wisconsin 

Bancshares, Inc., Howards Grove, Wisconsin

Newspaper – 11/21/2004

Fed Reg – 11/26/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, October 30, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Bank of Baroda, Mumbai, Baroda, to establish a state-licensed 

branch in Houston, Texas.

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

3A3* Monmouth Community Bancorp, Long Branch, New Jersey, to 

acquire 100 percent of the voting shares of Allaire Community 

Bank, Sea Girt, New Jersey.

Newspaper – 11/22/2004

Fed Reg – 11/30/2004

3A3* The Toronto-Dominion Bank, Toronto, Ontario, to acquire 51 

percent of the voting shares of Banknorth Group, Inc., and 

thereby indirectly acquire Banknorth, National Association, both 

of Portland, Maine.

Newspaper – 11/08/2004

Fed Reg – 11/15/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Foreign Branch Barclays Global Investors, National Association, San Francisco, 

California, to establish a branch in London, England.
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

Investment Citibank Overseas Investment Corporation, New Castle, 

Delaware, 30 day prior notice to make investments in Newco, 

Sao Paolo, Brazil.

Section V – 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, October 30, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, October 30, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

*Branch Fifth Third Bank, Grand Rapids, MI to establish a branch at 

3315 Washtenaw Avenue, Ann Arbor, MI.

Newspaper – 10/28/2004

*Branch Fifth Third Bank, Cincinnati, OH to establish a branch at 8353 

Sancus Boulevard, Columbus, OH.

Newspaper – 10/28/2004

*18(c) & Branch Sky Bank, Salineville, OH to merge with Prospect Bank, 

Columbus, OH and incident thereto establish branch facilities.

Newspaper – 10/24/2004

*Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

*4(c)(8) Park National Corporation, Newark, Ohio, to acquire First 

Clermont Bank, Milford, Ohio, pursuant to Section 4(c)(8) of 

the Bank Holding Company Act.

Newspaper – N/Avail

Fed Reg – 11/19/2004

*3(a)(1) & 4(c)(8) Peoples Community Bancorp, Inc., West Chester, OH, to 

acquire 38% of the outstanding voting shares of Columbia 

Bancorp, Inc., Cincinnati, OH, pursuant to Section 3(a)(1) of the 

Bank Holding Company Act and Peoples Community Bancorp, 

Inc., West Chester, OH, to retain 100% of the voting shares of 

Peoples Community Bank, West Chester, OH, pursuant to 

Section 4(c)(8) of the Bank Holding Company Act.

Newspaper – N/Avail

Fed Reg – 10/29/2004

*Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

Member Prospect Bank, Columbus, OH application to become a member 

of the Federal Reserve System.

Section V – 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, October 30, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) FNB Corporation, Christiansburg, Virginia, to acquire 100% of 

the voting shares of Bedford Federal Savings Bank, National 

Association, Bedford, Virginia, proposed successor by charter 

conversion to Bedford Federal Savings Bank, FSB.*

Fed Reg – 11/01/2004

Newspaper – 11/15/2004

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, October 30, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at 

Capital Circle, State Road 261 and Blairstone, Tallahassee,

Florida, to be known as the Southwood Office.*

Newspaper – 11/05/2004

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at

Walton County Road 395 and East Lake Drive, Sea Grove 

Beach, Florida, to be known as the Watercolor Crossings

Office.*

Newspaper – 11/05/2004

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at 

731 Cool Springs East, Franklin, Tennessee, to be known as the 

Cool Springs East Office.*

Newspaper – 11/05/2004

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

CIC DeKalb Bancshares, Inc., Fort Payne, Alabama, prior change in 

control notice filed by Mr. William Reuben Broyles, Rainsville, 

Alabama, to acquire 9.95 percent of the outstanding shares of 

common stock of DeKalb Bancshares, Inc., and its subsidiary, 

DeKalb Bank, Crossville, Alabama. Total ownership will equal 

33.95 percent.

Newspaper – N/Avail

Fed Reg – 11/19/2004

CIC Peoples Independent Bancshares, Inc., Boaz, Alabama, change 

in control notice filed by Rex Lee Davis, Emily Medlock Davis, 

Alan Rex Davis, Beverly Renee Davis, Stephen Paul Davis, and 

Tammy Renee Davis, all of Boaz, Alabama, to collectively

acquire 2.31 percent of the outstanding shares of Peoples

Independent Bancshares, Inc., and its subsidiary, Peoples

Independent Bank, Boaz, Alabama. Total ownership will equal 

13.86 percent.

Newspaper – 11/17/2004

Fed Reg – N/Avail

3(a)(3) Synovus Financial Corp., Columbus, Georgia, to acquire 100 

percent of the outstanding shares of Cohutta Banking Company 

of Tennessee, Chattanooga, Tennessee (in organization).*

Newspaper – 10/31/2004

Fed Reg – 10/28/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Financial Corporation of Louisiana, Crowley, Louisiana, prior 

change in control notice filed by Financial Corporation of 

Louisiana Employee Stock Ownership Plan and Argent Trust, a 

division of National Independent Trust Company Trustee, to

acquire 1.90 percent of the outstanding shares of Financia l 

Corporation of Louisiana, Crowley, Louisiana, and its

subsidiaries, First National Bank of Louisiana, Crowley,

Louisiana, and Rayne State Bank & Trust Company, Rayne, 

Louisiana.

Newspaper – 10/25/2004

Fed Reg – 11/19/2004

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Membership First American Bank, Decatur, Alabama, to become a member 

of the Federal Reserve System.
Section V – 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, October 30, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Comerica Bank, Detroit, Michigan, to establish branch facilities 

to be located at 2730 W. Maple, Commerce Township, 

Michigan, 444 S. El Camino Real, San Mateo, California, and 

800 North Haven, Ontario, California.*

Newspaper – N/Avail

18C & Branch Libertyville Bank and Trust Company, Libertyville, Illinois, to 

purchase the assets and assume the liabilities of the branch 

located at 1110 Maple, Mundelein, Illinois, from Northview 

Bank and Trust, Northfield, Illinois, and thereby to establish a 

branch at 1110 Maple, Mundelein, Illinois.*

Newspaper – 11/08/2004

Branch M&I Marshall & Ilsley Bank, Milwaukee, Wisconsin, to 

establish a branch facility to be located at 1341 Greenwood 

Court, Shakopee, Minnesota.*

Newspaper – 10/30/2004

18C & Branches Northbrook Bank and Trust Company, Northbrook, Illinois, to 

purchase the assets and assume the liabilities of the two 

branches located at 245 Waukegan Road, Northfield, Illinois, 

and 1751 Orchard Lane, Northfield, Illinois, from Northview 

Bank and Trust, Northfield, Illinois, and thereby to establish 

branches at 245 Waukegan Road, Northfield, Illinois, and 1751 

Orchard Lane, Northfield, Illinois.*

Newspaper – 11/09/2004

Branch Southwest Bank of St. Louis, St. Louis, Missouri, to establish a 

branch facility to be located at Clarkson and Clayton Road, 

Ellisville, Missouri.*

Newspaper – 10/30/2004

* Subject to the provisions of the Community Reinvestment Act
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(3) & 3(a)(1) Capitol Bancorp, Ltd., Lansing, Michigan, to acquire 100 

percent of the voting shares of Capitol Development Bancorp 

Limited I, Lansing, Michigan, and thereby indirectly control 

Bank of Michigan (in organization), Farmington Hills, 

Michigan, and by Capitol Development Bancorp Limited I, 

Lansing, Michigan, to become a bank holding company by 

acquiring 51 percent of the voting shares of Bank of Michigan 

(in organization), Farmington, Hills, Michigan.*

Fed Reg – 11/22/2004

Newspaper – N/Avail

CIC Notice by Rebecca Ann Ritchey, Wichita, Kansas, Gregory and 

Anne Ritchey, Shenandoah, Iowa, and Michael Bauer, 

Shenandoah, Iowa, to gain control of 97.27 percent of the 

common stock and 96.0 percent of the preferred stock of CNB 

Corp., Shenandoah, Iowa, and thereby indirectly City National 

Bank of Shenandoah, Shenandoah, Iowa.

Fed Reg –11/05/2004

Newspaper – 11/03/2004

3(a)(3) Cornerstone Financial Services Group, Inc., Ottumwa, Iowa, to 

acquire 100 percent of West Liberty Holding Co., West Liberty, 

Iowa, and thereby indirectly acquire West Liberty State Bank, 

West Liberty, Iowa.*

Fed Reg – 11/01/2004

Newspaper – N/Avail

CIC Notice by Marlene D. Huls, Gifford, Illinois, to retain 29.8 

percent of the voting shares of Illini Corporation, Springfield, 

Illinois, and thereby indirectly acquire Illini Bank, Springfield, 

Illinois, and as trustee of the Ernest H. Huls Family Trust, to 

retain voting shares of Illini Corporation, Springfield, Illinois, 

and thereby indirectly retain voting shares of Illini Bank, 

Springfield, Illinois.

Fed Reg – 11/17/2004

Newspaper – 11/01/2004

3(a)(1) Metropolitan Capital Bancorp, Inc., Chicago, Illinois, to become 

a bank holding company by acquiring 100 percent of the voting 

shares of Metropolitan Capital Bank (in organization), Chicago, 

Illinois.*

Fed Reg – 11/30/2004

Newspaper – N/Avail

3(a)(1) & 3(a)(3) Nashua Bancshares, Inc., Saint Paul, Minnesota, to become a 

bank holding company by acquiring 100 percent of First State 

Bank (in organization), Nashua, Iowa, and by FNSB Bancorp, 

Inc., Nashua, Iowa; Readlyn Bancshares, Inc., St. Paul, 

Minnesota; Britt Bancshares, Inc., St. Paul, Minnesota; Tripoli 

Bancshares, Inc., St. Paul, Minnesota, and Ashton Bancshares, 

Inc., St. Paul, Minnesota, to acquire shares of Nashua 

Bancshares, Inc., St. Paul, Minnesota, and thereby indirectly 

acquire First State Bank (in organization), Nashua, Iowa.*

Fed Reg – 11/22/2004

Newspaper – N/Avail

3(a)(1) Rural Bancshares of Wisconsin, Inc., Fennimore, Wisconsin, to 

become a bank holding company by acquiring 80 percent of the 

voting shares of LSB Holding Company, Livingston, Wisconsin, 

and thereby indirectly acquire Livingston State Bank, 

Livingston, Wisconsin.*

Fed Reg – 11/12/2004

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, October 30, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3A1 Liberty Financial Inc., Louisville, Kentucky, to become a bank 

holding company by acquiring 100 percent of Middleburg 

Bancorp, Inc., Middleburg, Kentucky, and thereby indirectly 

acquire Farmers Deposit Bank, Middleburg, Kentucky.

(Previously reported during the week ended October 23, 2004)* 

Newspaper – 11/26/2004

Fed Reg – 11/19/2004

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, October 30, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) & Branch Peoples State Bank of Plainview, Plainview, Minnesota, to 

merge with Red Cedar Bank, National Association, 

Boyceville, Wisconsin, and thereby establish branches at 

715 Highway 79, Boyceville, Wisconsin, and 1428 North 

Broadway, Menomonie, Wisconsin.*

Newspaper – N/Avail

18(c) & Branch Dacotah Bank, Aberdeen, South Dakota, to merge with 

Dacotah Bank, Rolla, North Dakota, and Dacotah Bank, 

Valley City, North Dakota, and thereby establish 7 

branches.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) DCNB Holding Company, Clear Lake, South Dakota, to 

become a bank holding company by acquiring 100 percent 

of Deuel County National Bank, Clear Lake, South 

Dakota.*

Fed Reg – 11/08/2004

Newspaper-11/06/2004

3(a)(5) Independent Bancshares. Inc., Clarkfield, Minnesota, to 

acquire 100 percent of the voting shares of Clarkfield 

Holding Company, Clarkfield, Minnesota, and thereby 

indirectly acquire Farmers and Merchants State Bank of 

Clarkfield, Clarkfield, Minnesota.*

Fed Reg – 11/26/2004

Newspaper – N/Avail

3(a)(1) Vision Bank Holdings, Inc., Fargo, North Dakota, to 

become a bank holding company by acquiring 100 percent 

of VISIONBank, Fargo, North Dakota, a de novo bank.*

Fed Reg – 11/15/2004

Newspaper-11/08/2004

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

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2999845 Western Security Bank

Billings, MT.

06/21/2004 10/25/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, October 30, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Bank of Choice Holding Company, Evans, Colorado, to acquire 

100 percent of the voting shares of Palisade Bancshares, Inc., 

Palisade, Colorado, parent of Palisades National Bank, Palisade, 

Colorado.

Newspaper – 11/29/2004

Fed Reg – 11/29/2004

CIC Notification by Billy Grant Taylor and Raymond Davis King, 

Jr., both of Muskogee, Oklahoma, as co-trustees of the Richard 

Glen Armstrong, Margaret R. Armstrong, and Glen A. 

Armstrong Trusts, to acquire control of Armstrong Bancshares, 

Inc., Muskogee, Oklahoma, parent of Armstrong Bank, 

Muskogee, Oklahoma.

Newspaper – 11/01/2004

Fed Reg – 11/15/2004

CIC Notice by the M.L. Smith Revocable Trust, Brookfield, 

Missouri, Mark L. Smith, trustee; the Ann E. Smith Revocable 

Trust and the Ann E. Smith Residuary Trust, both in Brookfield, 

Missouri, Ann E. Smith, trustee; and Michael R. Smith, Perry, 

Iowa, to retain control of First Missouri Bancshares, Inc., parent 

of First Missouri National Bank, both in Brookfield, Missouri.

Newspaper – N/Avail

Fed Reg – 11/12/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

122658 FirstBank of Vail

17 Vail Road

Vail, Colorado 81657-5708

07/26/2004 10/25/2004 O X

311050 American Heritage Bank

2 S. Main Street

Sapulpa, Oklahoma 74066-4104

07/19/2004 10/26/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, October 30, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Legacy Bank of Texas, Plano, TX, to establish a branch at 

13333 Midway Road, Farmers Branch, TX 75234*

Newspaper – 11/02/2004

*Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) First Live Oak Bancshares, Inc., Three Rivers, TX, and First 

Live Oak Delaware Bancshares, Inc., Wilmington, DE, to 

acquire First State Bank, Three Rivers, TX*

Fed Reg – 11/26/2004

Newspaper – 11/26/2004

3(a)(1) First Live Oak Delaware Bancshares, Inc., Wilmington, DE, to 

acquire First State Bank, Three Rivers, TX*

Fed Reg – 11/26/2004

Newspaper – 11/26/2004

3(a)(1) CTB Holding, Inc., Waco, TX, and CTB Holdings Delaware, 

Inc., Wilmington, DE, to acquire Coupland State Bank, 

Coupland, TX*

Fed Reg – 11/19/2004

Newspaper – 11/19/2004

3(a)(1) CTB Holdings Delaware, Inc., Wilmington, DE, to acquire 

Coupland State Bank, Coupland, TX*

Fed Reg – 11/19/2004

Newspaper – 11/19/2004

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, October 30, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3A3 Franklin Resources, Inc., San Mateo, California, to acquire 14 

percent of Centennial Bank Holdings, Inc., Fort Collins, 

Colorado, and thereby indirectly acquire Centennial Bank of the 

West, Fort Collins, Colorado, Guaranty Corporation, Denver, 

Colorado, Guaranty Bank & Trust Company, Denver, Colorado, 

The First National Bank of Strasburg, Strasburg, Colorado, and 

Collegiate Peaks Bank, Buena Vista, Colorado.*

Newspaper – N/Avail

Fed Reg – 11/15/2004

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – 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.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

808167 North Valley Bank

300 Park Marina Circle

Redding, California 96001

(530) 226-2900

05/03/2004 10/29/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None