H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding

Companies; Change in Bank Control

Notices Filed as of August 14, 1997

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

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

Board.
Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
1867 Western Financial Capital Corp of the West, 4 San Francisco August 26, 1997
Corporation (1), Merced, CA, & Town &
Stockton, CA Country Finance & Thrift
CONTINUED Co., Turlock, CA &
Capital West Group, Inc.,
Stockton, CA operating an
industrial loan co. (b)(4);
providing credit life
insurance (b)(11);
management consulting
(b)(9); CONTINUED
1867 Western Financial & investment & financial 4 San Francisco August 26, 1997
Corporation(2), advice (b)(6)
Stockton, CA
CONTINUED
1867 Western Financial Capital Corp of the West, 3 San Francisco September 2, 1997

Corporation, Stockton,
CA

Merced, CA & County
Bank, Merced, CA



Federal Re: Bi f Atlant
Applications Bulletin for Week Ending August 15, 1997

Section 1 - Applications Subject to Newspaper Notice Only
Application mt Period Ending Date
Colonial Bank 08-29-97*

Montgomery, Alabama
To establish a branch located on the Northside of Highway 82/McFarland Boulevard, 100
TownCenter Boulevard, Tuscaloosa, Alabama.

tion 2 - Applicati ject to Bor
Newspaper and Federal Register Notice

Application Comment Period Ending Date
Valley National Corporation 09-05-97*
Lanett, Alabama Federal Register

1-BHC formation, Valley National Bank of Lanett, Lanett, Alabama.

Regions Financial Corporation Not yet available*
Birmingham, Alabama

To acquire Griffin Federal Savings Bank, Griffin, Georgia, and thereby engage in operating a
savings association, pursuant to Section 225.28(b)(4)(ii)of Regulation Y and Section 4(c)(8) of the
Bank Holding Company Act.

Section 3 - Applications Subject to Federal Register Only

Application ‘comment Peri ndi at

None.

*Subject to provisions of the Community Reinvestment Act.



No. 33

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

FORMS

Report of Terms of Credit Card Plans (FR 2572) -- notice of information collection
under Regulations on Controlling Paperwork Burdens on the Public.
- Approved, August 15, 1997

REGULATIONS AND POLICIES

Regulation E -- revisions to implement amendments that exempt needs-tested
electronic benefit transfer (EBT) programs established or administered by state or
local governments from the Electronic Fund Transfer Act.

- Approved, August 11, 1997



Applicant or notificant Acquire or activity Section oflaw Reserve Bank End of comment period
Central Illinois Bancorp, _ First Ozaukee Capital 3 Chicago June 26, 1997
Sidney, IL Corporation,
Cedarburg, WI, and
First Ozaukee Savings
Bank,
Cedarburg, WI
Century Bancorp, MHC, _—Century Savings Bank, 3 Philadelphia May 1, 1997
Bridgeton, NJ; Bridgeton, NJ
and Century Bancorp,
Inc.,
Bridgeton, NJ
Century South Banks, Bank Corporation of 3 Atlanta July 18, 1997
Inc., Dahlonega, GA Georgia, Macon, GA, and
First South Banks, N.A.,
Macon,
GA, and AmeriBank, N.A.,
Savannah, GA
Chaparral Bancshares, Van Alstyne Financial 3 Dallas August 8, 1997
Inc., Richardson, TX, Corporation, Van Alstyne,
and TX, and First National
Chaparral Delaware Bank of Van Alstyne, Van
Bancshares, Inc., Dover, Alstyne, TX.
DE
Citizens Bancshares John Birchfield and Debbie 4 Kansas City July 30, 1997
Company, Chillicothe, Keele, the purchase and
MO servicing of
accounts receivable (b)(1)
Citizens Bancshares of Investors bancorporation, 3 Minneapolis August 25, 1997
Woodville, Inc., Inc., Hudson, WI & Bank
Woodville, WI St. Croix, Roberts, WI
Citizens National Bank First Citizens Bancshares, CIBC Dallas September 3, 1997
of Waxahachie Inc, Waxahachie, TX &
Employee Stock Citizens National Bank,
Ownership Plan, Waxahachie, TX
Waxahachie, TX
Citizens National Josephine Bancshares, Inc, 3 Cleveland July 28, 1997

Corporation, Paintsville,
KY

Prestonburg, KY, and The
Bank Josephine,
Prestonburg, KY



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

Jasper Banking
Company Second
Amended and Restated
Employee Stock
Ownership Stock Bonus
Plan (ESOP), Jasper, GA

Kazi, Zubair and Khatija,
Studio City, CA;

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

Kazi, Zubair and Khatija,
Studio City, CA;

and Yahia and Magda
Abdul-Rahman,
Pasadena, CA

Keene Bancorp
Employee Stock
Ownership Plan &
Trust, Keene, TX

KeyCorp(1), Cleveland,
OH
CONTINUED

KeyCorp(1), Cleveland,
OH
CONTINUED

JBC Bancshares, Inc., CIBC Atlanta

Jasper, GA

Greater Pacific Bancshares, CIBC San Francisco
Whittier, CA;

Bank of Whittier, N.A.,

Whittier, CA

Kentucky Home Bank, 3 San Francisco

Bardstown, KY

Keene Bancorp, Inc., 3 Dallas
Keene, TX & First State

Bank, Keene, TX

Key Capital Markets, Inc., 4 Cleveland
Cleveland, OH underwriting
& dealing in all types of
debt and equity securities
(other

than ownership interests in
open-end investment
companies) J.P. Moran &
Co., Inc., The Chase
Manhattan Corp.,
CONTINUED

Key Capital Markets, Inc., 4 Cleveland
Cleveland, OH, in

underwriting & dealing in,

to a limited extent, all types

of debt & equity securities

(other than ownership

interests in open-end

investment companies) J.P.

Morgan & Co., Inc., et al,

CONTINUED

August 12, 1997

May 5, 1997

April 17, 1997

September 2, 1997

August 1, 1997

August 11, 1997


FEDERAL RESERVE BANK OF PHILADELPHIA



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
First National Finance Company of North 4 Chicago August 17, 1997
Bancshares, Inc., East America, LLC, East
Lansing, MI Lansing, MI in making and
servicing loans (b)(1)
First National Bank BankWest (a 3 Kansas City July 25, 1997
Shares, LTD., Great de novo bank), Castle Rock,
Bend, co
KS
First National of Platte Valley National 3 Dallas August 25, 1997
Nebraska, Inc., Omaha, Bank, Grand Island, NE &
NE, & its subsidiary First National of Nebraska,
First National of Lincoln, NE
Colorado, Inc., Fort
Collins, CO
First State Bancorp of First State Bancorp of 3 Chicago September 12, 1997
Monticello, Inc., Monticello, Inc.,
Employee Stock Monticello, IL & State
Ownership Plan(1), Bank of Hammond,
Monticello, IL Hammond, IL; First State
CONTINUED Bank of Monticello,
Monticello, IL; First State
Bank of Bloomington,
Bloomington, IL; First State
Bank of Heyworth,
Heyworth, IL
CONTINUED
First State Bancorp of & First State Bank of 3 Chicago September 12, 1997
Monticello, Inc., Atwood, Atwood, IL
Employee Stock
Ownership Plan(2),
Monticello, IL
CONTINUED
First State Bancshares, Perry County Financial 4 St. Louis August 1, 1997
Inc., Farmington, MO Corporation, Perryville,
MO, and
Perry County Savings
Bank, FSB,
Perryville, MO operating a
savings
association (b)(4)
First State Bancshares, First State Bank, IdaGrove, 3 Chicago August 15, 1997
Inc., Ida Grove, IA IA



Federal Reserve Bank of Chicago
Comment Period

Section I - Applications Subj
Notice Ont "d
Ending Date

licati
NP - 8-25-97

Branch F & M Bank - Appleton
Appleton, Wisconsin
3000 E. College Avenue
Appleton, Wisconsin
NP - 8-21-97

Branch Firstar Bank Wisconsin
Madison, Wisconsin
East Pointe Shopping Center
5673 Highway 10 East
Stevens Point, Wisconsin
NP - 7-30-97

Branch NBD Bank
Detroit, Michigan
Model T Plaza
14100 Woodward Avenue
Highland Park, Michigan

NP - Newspaper
FR - Federal Register
* - Subject to Provisions of Community Reinvestment Act
** - Not available at this time



Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or
the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA.
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001


Federal Reserve Bank of Chicago
ion VL- CRA Examinations Scheduled

The following state member banks are tentatively scheduled for a CRA examination during the fourth quarter of 1997.

Examinations may have to be rescheduled during the calendar quarter in which they are designated to begin. If an

institution’s examination is scheduled for a date later than the end of the date range reflected in a published schedule, the

institution’s name will be republished in an appropriate later listing. Any comments received as a result of either the first
| publication or subsequent publications will be considered during the examination.

ILLINOIS

State Bank of Arthur
Bloomingdale Bank and Trust
Prairie Bank and Trust Company
The Northern Trust Company
Community Bank of Elmhurst
Hartsburg State Bank

Midwest Bank of Hinsdale
McHenry State Bank

Foxdale Bank

Villa Park Trust & Savings Bank

INDIANA

Wayne Bank and Trust Co.
The Fifth Third Bank of Central Indiana
Central Bank

IOWA

First American Bank
First State Bank
Central State Bank
First American Bank
Glenwood State Bank
First Bank & Trust Co.
First American Bank
First State Bank
Hedrick Savings Bank
City State Bank
Templeton Savings Bank
First American Bank

MICHIGAN

Chelsea State Bank

The State Bank of Coloma

Citizens Commercial & Savings Bank
The Onsted State Bank

Lapeer County Bank and Trust
OMNIBANK

Arthur, Illinois
Bloomingdale, Illinois
Bridgeview, Illinois
Chicago, Illinois
Elmhurst, Illinois
Hartsburg, Illinois
Hinsdale, Illinois
McHenry, Illinois
South Elgin, Illinois
Villa Park, Iinois

Cambridge City, Indiana
Indianapolis, Indiana
Russiaville, Indiana

Ames, Iowa
Churdan, Iowa
Elkader, Iowa
Fort Dodge, Iowa
Glenwood, Iowa
Glidden, lowa
Jewell, Iowa
Manchester, Iowa
Ottumwa, Iowa
Ogden, Iowa
Templeton, Iowa
Webster City, Iowa

Chelsea, Michigan
Coloma, Michigan
Flint, Michigan
Onsted, Michigan
Lapeer, Michigan
River Rouge, Michigan



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

BB&T Corporation(E),
Winston-Salem, NC
CONTINUED

BB&T Corporation(F),
Winston-Salem, NC
CONTINUED

BB&T Corporation(G),
Winston-Salem, NC
CONTINUED

BB&T Corporation(H),
Winston-Salem, NC
CONTINUED

adviser to an investment 4 Richmond
company registered under
the 1940 Act, including
sponsoring, organizaing &
managing a closed-end
investment company;
providing portfolio
investment advice;
furnishing general
economic information &
advice, general
CONTINUED

economic statistical 4 Richmond
forecasting services &
industry studies; &/or
providing financial advice
to state & local
governments, such as
w/respect to the issuance of
their securities (b)(6);
providing advice & acting
as arranger in connection
CONTINUED

w/merger, acquisition, 4 Richmond
divestiture & financial
transactions, including
public & private financings,
loan syndications, interest
rate & currency swaps,
interest rate caps & similar
transactions &/or furnishing
evaluation & faimess
opinions in

CONTINUED

connection w/merger, 4 Richmond
acquisition, & similar

transactions (b)(6) & (b)(7);

acting as agent or broker

w/respect to interests in

loan sundications, interest

rate & currency swaps,

interest rate caps, floors &

collars, & options on such

CONTINUED

August 20, 1997

August 20, 1997

August 20, 1997

August 20, 1997



Federal Reserve Bank of Chicago

= icati ject deral Regist

Notice Only
Comment Period
Type licatior Ending Date
4(c)(8) ABN AMRO Bank, N.V. FR - 8-11-97

Amsterdam, The Netherlands
Visa Interactive, Inc.
through Integrion Financial Network, LLC, Atlanta, Georgia

4(c)(8) ABN AMRO Holding, N.V. FR - 8-11-97
Amsterdam, The Netherlands
Visa Interactive, Inc.
through Integrion Financial Network, LLC, Atlanta, Georgia

4(c)(8) ABN AMRO North America, Inc. FR - 8-11-97
Chicago, Hlinois
Visa Interactive, Inc.
through Integrion Financial Network, LLC, Atlanta, Georgia

4(c)(8) Stichting Administratiekantoor ABN AMRO Holding FR ~ 8-11-97
Amsterdam, The Netherlands
Visa Interactive, Inc.
through Integrion Financial Network, LLC, Atlanta, Georgia

4(c)(8) Stichting Prioriteit ABN AMRO Holding FR - 8-11-97
Amsterdam, The Netherlands
Visa Interactive, Inc.
through Integrion Financial Network, LLC, Atlanta, Georgia

4(c)(8) Bank of Montreal FR - 8-28-97
Toronto, Canada
Cash Station, Inc.
Chicago, Illinois

4(c)(8) Bankmont Financial Corp. FR - 8-28-97
Chicago, Illinois
Cash Station, Inc.
Chicago, Illinois

4(c)(8) Harris Bankcorp, Inc. FR - 8-28-97
Chicago, Illinois
Cash Station, Inc.
Chicago, Ilinois



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Canadian Imperial Bank _in activities related to 4 New York August 28, 1997
of Commerce(3), extending credit (b)(2); in
Toronto, CA providing financial &
CONTINUED investment advisory

services (b)(6); in providing

securities brokerage,

riskless principal, private

placement, futures

commission merchant &

other agency transactional

CONTINUED
Canidian Imperial Bank dealing to a limited extent 4 New York August 28, 1997
of Commerce(2), in all types of equity & debt
Toronto, Canada securities that a state
CONTINUED member bank may not

underwrite and deal in,

except ownership interests

in open-end investment

companies;in making loans

or other extensions of credit

OD;

CONTINUED
Canidian Imperial Bank services (b)(7); in 4 New York August 28, 1997
of Commerce(4), underwriting & dealing in
Toronto, Canada government obligations &
CONTINUED money market instruments,

providing investments &

trading services & buying

& selling bullion & realted

activities (b)(8)
Carolina First First Southeast Financial 4 Richmond September 3, 1997
Corporation, Greenville, Corporation, Anderson, SC
sc & First Federal Savings &

Loan Association of

Anderson, Anderson, SC in

operating a savings & loan

association (b)(4)(ii)
Cates, Joe Lecil and Western Oklahoma CIBC Kansas City August 11, 1997
Cates, Roger Kevin, Bancshares, Inc., Elk City,
both of Leedy, OK OK, and Bank of Western

Oklahoma, Elk City, OK



Information Requests

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

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

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reser+« Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
es Regi: tice or New: t Notice
Application -
NONE.



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

Pathfinder Bancorp,
MHC, Oswego, NY

PBT Bancshares, Inc.,
McPherson, KS

People's Community
Capital Corporation,
Aiken,

sc

Peoples Bancorp, Inc.,
Marietta, OH

Peoples Bank
Employee Stock
Ownership Trust,
Marion, KY

Peoples Community
Bancshares, Inc.,
Colquitt,

GA

Peoples Community
Bancshares, Inc.,
Colquitt,

GA

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

Peoples-Marion
Bancorp, Inc.,
Marion, KY

Pathfinder Bancorp, 3 New York
Oswego, NY, and Stock

Holding Company,

Oswego, NY

and Oswego City Savings

Bank, Oswego,

NY

Yoder Bankshares, Inc., 3
Yoder, KS, and Farmers

State Bank,

Yoder, KS

Kansas City

People's Community Bank 3 Richmond
of South

Carolina, Aiken, SC

Gateway Bancorp, Inc., 4 Cleveland
Catlettsburg, KY, and

Catlettsburg Federal

Savings Bank, Catlettsburg,

KY operating a savings

association (b)(4)ii)

Peoples-Marion Bancorp, 3 St. Louis
Inc.,

Marion, KY

Farmers Bank of Malone, 3 Atlanta

Malone, FL

Farmers Bank of Malone, 3
Malone, FL

Atlanta

Elderton State Bank, 3
Elderton, PA

Cleveland

The Peoples Bank, 3 St. Louis

Marion, KY

August 7, 1997

June 6, 1997

August 14, 1997

August 1, 1997

June 12, 1997

August 11, 1997

July 14, 1997

August 25, 1997

June 12, 1997



H2 Page 10
August 10, 1997 to August 16, 1997

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

St. Louis

Union Planters Bank of Mississippi, Grenada, Mississippi -- report on competitive
factors of the proposed purchase of certain assets and assumption of the deposit
liabilities of the Grenada branch of Magnolia Federal Bank for Savings, Hattiesburg,
Mississippi.

- Submitted, August 14, 1997

St. Louis

Union Planters Bank of Northwest Mississippi, Clarksdale, Mississippi -- report on
competitive factors of the proposed purchase of certain assets and assumption of the
deposit liabilities of five branches of Magnolia Federal Bank for Savings,
Hattiesburg, Mississippi.

- Submitted, August 14, 1997

Atlanta

Union Planters Bank of Southern Mississippi, Hattiesburg, Mississippi -- report on
competitive factors of the proposed merger with Magnolia Federal Bank for Savings,
Hattiesburg, Mississippi.

- Submitted, August 13, 1997

EXTENSIONS OF TIME

San Francisco
BankAmerica Corporation, San Francisco, California -- extension to divest certain

property.
- Granted, August 14, 1997

Richmond
Botetourt Bankshares, Inc., Buchanan, Virginia -- extension to December 19, 1997,
to acquire Bank of Botetourt.
- Granted, August 14, 1997

Atlanta

First Commerce Corporation, New Orleans, Louisiana -- extension to November 29,
1997, to engage in community development investment activities through 150
Baronne Street Limited Partnership.

- Granted, August 12, 1997



HL2 7 Page 3
August 10, 1997 to August 16, 1997

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

Kansas City

Community First Bancshares, Inc., Butler, Missouri -- to acquire Citizens Bank,
Appleton City, Missouri.
- Approved, August 14, 1997

Cleveland
F.N.B. Corporation, Hermitage, Pennsylvania -- to acquire shares of Sun Bancorp,

Selinsgrove, Pennsylvania.
- Approved, August 14, 1997

Chicago
First National Bancshares, Inc., East Lansing, Michigan -- to engage de novo in
lending activities through Finance Company of North America, LLC.
- Permitted, August 12, 1997

St. Louis
First National Bank, Searcy, and First Bank of Arkansas, Jonesboro, both in
Arkansas -- to invest in the capital stock and participate in the credit card program of
Security Bankcard Center, Inc., Norman, Oklahoma.
- Approved, August 15, 1997

Atlanta
Gulf West Banks, Inc., St. Petersburg, Florida -- request for waiver of application to

acquire Citizens National Bank and Trust Company, Port Richey, Florida.
- Granted, August 15, 1997

New York

HSBC Holdings ple, London, England; HSBC Finance (Netherlands) Limited,
Amsterdam, the Netherlands; and HSBC Holdings BV, Amsterdam -- to acquire
through HSBC Securities, Inc., New York, New York, an office of NatWest
Securities Corporation, New York, New York, and provide financial and investment
advisory services.

- Approved, August 11, 1997

Chicago
Marengo Bancshares, Inc., Marengo, Illinois -- to acquire Prarie State Bank.
- Returned, August 14, 1997



RESERVE BANK APPLICATIONS BULLETIN ___ Fer weekending August 15, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

- L, LIC DISCL
Identi ion .
Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.
Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.
Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
97neighborhoods, in a manner consistent with its resources and capabilities.
Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping to meet

the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

a
ank RSSD Name of Bank Bank Address Examination Examination|
Date Rating
L__._____|

J _{ ___|_|



Applicant or notificant

Acquiree or activity

Section of law “Reserve Bank

End of comment period

F.N.B. Corporation,
Hermitage, PA

F.N.B. Corporation,
Hermitage, PA

Fifth Third Bancorp,
Cincinnati, OH

First Fairland
Banshares, Inc.,
Fairland, OK

First Financial
Caribbean Corporation,
San Juan, Puerto Rico

First Midwest Bancorp,
Inc,, Itasca, IL

First National
Bancshares of Gallatin,
Inc.,

Gallatin, MO

Indian Rocks State Bank, 3
Largo, FL
Sun Bancorp, Inc., 3and4

Selinsgrove, PA & Sun
Bank, Selinsgrove, PA, &
Pennsylvania Sun Life
Insurance Company,
Phoenix, AZ providing
credit life &

disability insurance
exclusively to customers of
Sun Bank, Sun Bancorp,
Inc.'s bank subsidiary
C1)

Suburban Bancorporation, 4
Inc.,

Cincinnati, OH,

Suburban Federal Savings

Bank,

Cincinnati, OH

Fairland Holding Company, 3
Inc., Neosho,
MO

Doral Bank, San Juan, 3and4
Puerto Rico, and Doral

Mortgage Corporation,

Hato Rey, Puerto Rico

making, acquiring, or

servicing mortgage loans

OD

SparBank, Incorporated, 3
McHenry, IL, and McHenry
State Bank, McHenry, IL

Interim First National Bank == 3
of Gallatin,

Gallatin, MO,

First National Bank of

Gallatin,

Gallatin, MO

Cleveland

Cleveland

Cleveland

Kansas City

New York

Chicago

Kansas City

September 2, 1997

August 7, 1997

May 27, 1997

August 1, 1997

August 18, 1997

July 21, 1997

June 27, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Marshall & Ilsey Security Capital 3 Chicago May 5, 1997
Corporation, Corporation,
Milwaukee, WI Milwaukee, WI,
Security Bank, S.S.B.,
Milwaukee, WI
Maypearl Bancshares, First State Bank, Maypearl, 3 Dallas August 7, 1997
Inc., Maypearl, TX, and TX
Maypear! Holdings,
Inc., Wilmington, DE
McConachie, Kirk F., Andover Financial CIBC Kansas City August 22, 1997
and Patricia A., Corporation, Andover, KS
Andover, KS. & The Andover State Bank,
Andover, KS
McGlasson, Harold Tri-Parish Bancshares, Ltd, CIBC Atlanta August 1, 1997
Edwin, McGlasson, Eunice, LA, and Tri-Parish
Karen Jane Veilon, Bank, Eunice, LA
and Voorhies & Labbe
Profit Sharing Plan, all
of Lafayette,
LA
MidCity Financial Abrams Centre Bancshares, 3 Chicago August 28, 1997
Corporation, Chicago,IL _Inc., Dallas, TX, and
Abrams Centre National
Bank, Dallas, TX
Middleburg Bancorp, Lincoln Federal Savings 4 St. Louis July 24, 1997
Inc., Middleburg, KY Bank, Liberty, KY in the
operation of a federal
savings bank (b)(4)
Midwest Community The Bank of Marion, 3 St. Louis September 2, 1997
Bancshares, Inc., Marion, IL
Marion, IL
Moody Bancshares, The Bank of Galveston, 3 Dallas June 30, 1997
Inc., Galveston, TX, and N.A,,
Moody Bank Holding Galveston, TX
Company, Reno, NV
Moyer, George H., Jr., Madison Bancshares, Inc., CIBC Kansas City June 26, 1997

Madison, NE, and
Moyer, Jon M.,
Madison, NE

Madison, NE, and The
Bank of Madison, Madison,
NE


Federal Reserve Release

2

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

Applications and Reports Received

No. 33
Week Ending August 16, 1997

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



H.2 . Page 2
August 10, 1997 to August 16, 1997

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

Richmond

Triangle Bank, Raleigh, North Carolina -- to establish a branch in the Winn Dixie
Store at Clayton Crossing, 11407 Highway 70 West, Clayton, North Carolina.
- Approved, August 15, 1997

BANK HOLDING COMPANIES

Secretary

Bank of New York Company, Inc., New York, New York -- to acquire through Bank
of New York, New York, New York, and BNY Western Trust Company, Los
Angeles, California, assets relating to the institutional custody business of Wells
Fargo Bank, N.A., and Wells Fargo Bank (Texas) N.A.; and to acquire assets
relating to the corporate trust and agency business of certain subsidiaries of
NationsBank, N.A., Charlotte, North Carolina.

- Approved, August 14, 1997

St. Louis

Cabot Bankshares, Inc., Cabot, Arkansas -- to acquire at least 7.7 percent of the
shares of Capital Bank, Little Rock, Arkansas, a proposed de novo bank.
- Approved, August 14, 1997

Director, BS&R

Caisse des Depots et Consignations, Paris, France -- request for relief from a notice
requirement.
- Approved, August 14, 1997

Dallas

Chaparral Bancshares, Inc., Richardson, Texas, and Chaparral Bancshares, Inc.,
Dover, Delaware -- to acquire Van Alstyne Financial Corporation, Van Alstyne,
Texas, and First National Bank of Van Alstyne.

- Approved, August 13, 1997

Kansas City

Commerce Bancshares, Inc., Kansas City, Missouri, and CBI-Kansas, Inc. -- to
acquire CNB Bancorp, Inc., Independence, Kansas.
- Approved, August 14, 1997



E serve f Atlant

ications Bulletin for Ending August 15, 199’
Recent roved Applicati Approval Date
Gulf West Banks, Inc. 08-15-97

St. Petersburg, Florida
Request for waiver of the application requirement of Section 3(a)(3) of the Bank Holding Company
Act to acquire Citizens National Bank and Trust Company, Port Richey, Florida.

Metro Bank of Dade County 08-14-97
Miami, Florida
To establish a branch located at 4820 N. Federal Highway, Lighthouse Point, Florida.

P.C.B. Bancorp, Inc. 08-13-97

Largo, Florida
To acquire Anchor Savings Bank, F.S.B., St. Petersburg, Florida, and thereby engage in operating
a savings association, pursuant to Section 225.28(b)(4)(ii) of Regulation Y and Section 4(c)(8) of
the Bank Holding Company Act.

JBC Bancshares, Inc. 08-15-97

Jasper, Georgia

Change in control notificationby Jasper Banking Company Employee Stock Ownership Plan, Jasper,
Georgia, to acquire at least 10 percent of the outstanding shares of JBC Bancshares, Inc., Jasper,
Georgia.

Peoples Community Bancshares, Inc. 08-14-97

Colquitt, Georgia

To acquire Farmers Bank of Malone, Malone, Florida, pursuant to Section 3(a)(3) of the Bank
Holding Company Act.

SunTrust Bank, Atlanta 08-15-97

Atlanta, Georgia

To establish a branch located at 1000 Peachtree Industrial Boulevard, Suwanee, Georgia, to be
known as the McGinnis Crossing Branch.

Hibernia Corporation 08-14-97

New Orleans, Louisiana

To merge with Unicorp Bancshares-Texas, Inc., and thereby directly acquire OrangeBank, both of
Orange, Texas, pursuant to Section 3(a)(5) of the Bank Holding Company Act.

Mercantil Servicios Financieros, C.A. 08-06-97

Caracas, Venezuela

Request for waiver of the application requirement of Section 3(a)(1) of the Bank Holding Company
Act for Mercantil Servicios Financieros, C.A., Caracas, Venezuela, to become a bank holding
company through the acquisition of Consorcio Inversionista Mercantil y Agricola, C.A., S.A-C.A.
(CIMA), and Banco Mercantil, C.A., S.A.C.A., both of Caracas, Venezuela.



Applicant or notificant

Acquiree or activity

Section of law -Reserve Bank

End of comment period

Provident Financial
Group, Inc., & FGBI
Acquisition Corp., both
of Cincinnati, OH

Remington, Thomas J.,
and S. June, both of
Lincoln,

NE, and Remingrton,
Ada E., McCook,
Nebraska

Republic Bancshares,
Inc.,
St. Petersburg, FL

Reynolds, Marshall T.,
Huntington, WV

Rockdale National
Bankshares, Conyers,
GA

CORRECTION

Rockdale National
Bankshares, Inc.,
Conyers, GA

Rockdale National
Bankshares, Inc.,
Conyers, GA.

Rossenberg, Clifford R.,
Sunset Beach, CA

Santa Barbara Bancorp,
Santa Barbara, CA

Florida Gulfcoast Bancorp, 3
Inc., Sarasota, FL, and
Enterprise National Bank of
Sarasota,

Sarasota, FL

Clatonia Bancshares, Inc., CIBC
Clatonia, NE, and

Farmers Bank of Clatonia,

Clatonia, NE

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

St. Cloud, FL, and First

Federal Savings and Loan
Association of Ocelola

County, Kissimmee, FL,
operating a savings

association (b)(4)(ii)

St. Mary Holding CIBC
Corporation, and Saint

Mary Bank & Trust

Company, Franklin,

Louisiana

Rockdale National Bank, 3
Conyers, GA

Rockdale National Bank, 3
Conyers, GA

Rockdale National Bank, 3
Conyers, GA

Security First Bank, CIBC
Fullerton, CA

Citizens State 3
Bank of Santa Paula, Santa
Paula, CA

Cleveland

Kansas City

Atlanta

Atlanta

Atlanta

Atlanta

Atlanta

San Francisco

San Francisco

July 24, 1997

July 18, 1997

May 23, 1997

August 15, 1997

August 22, 1997

August 25, 1997

August 22, 1997

May 27, 1997

July 25, 1997


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

NationsBank financial advisor (b)(6); in 4 Richmond August 6, 1997
Corporation(4), providing securities

Charlotte, NC brokerage

CONTINUED services (including

securities clearing &
securities execution

services on an exchange),
alone & in combination with
investment advisory
services, & incidental
activities

CONTINUED

NationsBank (including related securities 4 Richmond August 6, 1997
Corporation(5), credit activities & custodial
Charlotte, NC services) (b)(7); in buying
CONTINUED & selling in the secondary
market all types of
securities on the order of
customers as a riskless

principal to
CONTINUED
NationsBank the extent of engaging ina 4 Richmond August 6, 1997
Corporation(6), transaction in which the
Charlotte, NC company, after receiving an
CONTINUED order to buy (or sell) a

security from a customer,
purchases (or sells) the
security for its own account
to offset a contemporaneous
sale to (or purchase

CONTINUED
NationsBank from) the customer (b)(7); 4 Richmond August 6, 1997
Corporation(7), in acting as agent for the
Charlotte, NC private placement of
CONTINUED securities (b)(7)
New Broadway, Inc., Broadway Bancshares, Inc, 3 Dallas September 4, 1997
San Antonio, TX San Antonio, TX &

Broadway Bancshares of
Delaware, Inc.,
Wilmington, DE; Broadway
National Bank, San
Antonio, TX & Eisenhower
National Bank, San
Antonio, TX



VI_- T

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

toll-free number 1-800-896-9480.

SECTION VII - CRA EXAMINATION SCHEDULED

Examinations may have to be scheduled during the calendar quarter in which they are
designated to begin. If an institution’s examination is rescheduled for a date
later than the end of the date range reflected in a published schedule, the
institution’s name will be republished in an appropriate later listing. Any
comments received as a result of either the first publication or subsequent
publications will be considered during the examination.

The Federal Reserve Bank of Boston does not have any institutions scheduled to be
examined for CRA during the fourth quarter of 1997.



Federal Reserve Bank of Dallas

Section V - Publicly available CRA evaluations

Description of the CRA goal against which institutions are evaluated, the four performance levels, and the
institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which is has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

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

Outstanding

Satisfactory

Needs to improve
Substantial noncompliance

RSSD Examination CRA CRA
number Institution/ Location date public date rating
None.

Section VI - CRA examinations scheduled Fourth Quarter of 1997

Institution Location
Minden Bank & Trust Company 401 Main Street
188551 Minden, LA 71055
First Bank & Trust 123 South Kearney
857857 Clarendon, TX 79226
Bank of the West 500 North Mesa
1447639 El Paso, TX 79901
Bank of Livingston 1700 West Church Street
1007453 Livingston, TX 77351
United Texas Bank 12222 Merit Drive
726953 Suite 100

Dallas, TX 75251
Sanger Bank 501 North Stemmons
336361 Sanger, TX 76266
First State Bank 601 College

603755 Junction, TX 76849


H.2A

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

Notices Filed since the H.2A dated August 14, 1997

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

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

Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
ALBANK, FSB ALBANK Financial CIBC New York September 10, 1997
Incentive Savings and Corporation, Albany, NY,

Employee Stock & ALBANK Commercial,

Ownership Plan, Albany, NY, & ALBANK,

Albany, NY FSB, Albany, NY

Anderson Financial Northern National Bank, 3 Minneapolis September 18, 1997
Group, Inc., Golden. Nisswa, MN

Valley, MN

BankAmerica all of the assets, & assume 4 San Francisco September 9, 1997
Corporation(1), San all of the liabilities of

Francisco, CA Robertson Stephens &

CONTINUED Company Group

( Group"), & Robertson
Stephen & Company, Inc.
(RS&Co., Inc."),
worldwide in underwriting
& dealing in, to a limited
extent, all types of
CONTINUED



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Firstbank of Illinois Co., Geneva Capital 4 Chicago August 26, 1997
Springfield, IL Corporation, Springfield,

IL serving as a broker in IL,

IN & St. Louis, MO for

mortgage loans to

companies engaged in

operating income-

producing commercial real

estate & in extending credit

& servicing loans (b)(1)
Florida Bancshares, Inc., _ First National Bank of 3 Atlanta April 21, 1997
Dade City, FL Pasco,

Dade City, FL
FSB Bancorp, MHC & Franklin Savings Bank, CIBC Boston August 28, 1997
FSB Bancorp, both of Farmington, MN
Farmington, ME
CORRECTION
FSB Bancorp, MHC, Franklin Savings Bank, 3 Boston August 28, 1997
and FSB Bancorp, both Farmington, ME
of Farmington, ME
Gage, W. Allen, First Bancshares of Texas, CIBC Dallas August 28, 1997
Houston, TX Inc., Houston, TX & First

Bank of Texas, Tomball, TX
Gideon Bancshares First Midwest Bank of 3 St. Louis June 20, 1997
Company, Chaffee,
Dexter, MO Chaffee, MO
Gold Banc Corporation, Farmers Bancshares of 3 Kansas City August 21, 1997
Inc., Leawood, KS Oberlin, Inc., Oberlin, KS,

and Farmers National Bank,

Oberlin, KS
Greenblatt, Leon A., II], Home Financial Bancorp, CIBC Chicago July 9, 1997
and Chiplease, Inc., Spencer, IN, and Owen
both of Chicago, IL Community Bank, S.B.,

Spencer, IN
Greer, Elmo, Cumberland Valley CIBC Cleveland May 23, 1997
East Bernstadt, KY Financial Company,

London, KY


Federal Reserve Bank of Chicago

Type Application

4(c)(8) Harris Bankmont, Inc.
Chicago, Illinois
Cash Station, Inc.
Chicago, Illinois

4(c)(8) Firstbank of Illinois Co.
Springfield, Hlinois
Geneva Capital Corp.
Springfield, Iinois

Comment Period

Ending Date
FR - 8-28-97

FR - 8-26-97



Federal Reserve Bank of Kansas City Week Ending August 15, 1997

I- T
APPLICATION COMMENT PERIOD ENDING DATE
None.
- TI T
NEWSPAPER AND FEDERAL REGISTER NOTICE
APPLICATION COMMENT PERIOD ENDING DATE
Michael D. Platt, Hardtner, Kansas, James L. Molz, Not Available

Kiowa, Kansas, David C. Collins, and Roland C.
Pederson, both of Burlington, Oklahoma, for prior
approval to acquire voting control of B-K Agency,
Inc., Hardtner, Kansas; and thereby indirectly acquire
The Farmers State Bank, Hardtner, Kansas.

APPLICATION

Dinsdale Bros., Palmer, Nebraska, for prior approval
to engage in listed activities.



Federal Reserve Bunk of Dallas -

Section III - Applications subject to Federal Register notice only

Comment period
Type Application ending date
None.
* Subject to CRA.
Section IV - Applications not subject to Federal Register or newspaper notice

Comment period
Type Application ending date

None.



- B) P EVALUATI
Identification of Ratings

In connection with the assessment of each insured depository institution's CRA performance, a
rating is assigned from the following groups:

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

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

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

Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping

to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

CRA Public CRA
Bank/Location RSSD# Exam Date —Date _ Rating _
Citizens Bank 340854 05/12/97 08/13/97 Satisfactory
Bancroft, Nebraska
Bank of Belen 1972298 05/19/97 08/13/97 Outstanding
Belen, New Mexico
BankWest 989758 05/19/97 08/14/97 Outstanding

Goodland, Kansas



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Huntington Bancshares, underwriting & dealingtoa 4 Cleveland June 17, 1997
Inc.(A), Columbus, OH, limited extent in all types of
Huntington Capital debt securities, including
Corp., corporate debt, sovereign
Columbus, OH debt securities, mortgage
CONTINUED revenue bonds, mortgage-
backed and consumer-
receivable securities J.P.
Morgan & Co.
CONTINUED
Huntington Bancshares, The Chase Manhattan 4 Cleveland June 17, 1997
Inc.(B), Corp., Bankers Trust New
Columbus, OH York Corp., Citicorp and
CONTINUED Security Pacific Corp. (75.
Fed. Res. Bull. 192 (1989)
CONTINUED
Industrial Bank of Aubrey G. Lanston & Co., 4 New York May 12, 1997
Japan, Ltd., Inc.,
Tokyo, Japan New York, NY, securities
activities (b)(7); data
processing (b)(14);
financial & investment
activities (b)(6); and
underwriting (b)(8)
Intra Financial Peoples Bancorp of 3 Kansas City June 20, 1997
Corporation, Belleville, Inc.,
Clyde, KS Belleville, KS, and
Peoples Bank of Belleville,
Belleville, KS
Jackson Boulevard Damen Financial CIBC Chicago August 1, 1997
Fund, Ltd., Chicago, (L Corporation, Schaumburg,
IL, Damen National Bank,
Schaumburg, IL
Jackson Boulevard Damen Financial CIBC Chicago September 3, 1997
Fund, Ltd.; Jackson Corporation, Schaumburg,
Boulevard Equities, L.P. IL & Damen National
& Paul J. Duggan, all of Bank, Schaumburg, IL
Chicago, IL
Jacobsen, Sam J., First Business Bancshares, CIBC Chicago August 28, 1997

Middleton, WI

Madison, WI & First
Business Bank, Madison,
WI



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
PHS Bancorp, M.H.C., Peoples Home Savings 3 Cleveland May 1, 1997
Beaver Falls, PA Bank,

Beaver Falls, PA
Pioneer Bancshares, Pioneer Bank, F.S.B., 4 Atlanta July 25, 1997
Inc., Chattanooga, TN Chattanooga, TN operating

a savings

association (b)(4)
Plainview Holding American National 3 Kansas City June 23, 1997
Company, Creighton Co.,
Pilger, NE Creighton, NE, and

American National Bank of

Creighton,

Creighton, NE
Planters & Merchants Homestead Bank, S.S.B., 3 Dallas August 14, 1997
Bancshares, Inc., College Station, TX
Hearne,
TX, & Planters &
Merchants Bancshares
of Delaware, Inc.,
Wilmington, DE
Premier Financial The Sabina Bank, Sabina, 3 Cleveland August 21, 1997
Bancorp, Inc., OH
Georgetown,
KY
Prillaman, Bob Maurice Independent Bancshares, CIBC Atlanta August 29, 1997
& Lillias B., Marietta, Inc., Powder Springs, GA
GA
Proffitt, Richard Todd, Tennessee State CIBC Atlanta August 5, 1997
Pigeon Forge, TN Bancshares, Inc., Pigeon

Forge, TN (formerly

Gatlinburg, TN), and

Tennessee State Bank,

Gatlinburg, TN
Progress Bancshares, Progress Bank of Sullivan, 3 St. Louis August 8, 1997
Inc., Sullivan, MO Sullivan, MO, a

de novo bank
Progressive Bancorp, Pekin Savings Bank, S.B., 3 Chicago August 15, 1997
Inc., Pekin, IL Pekin, IL



RESERVE BANK APPLICATIONS BULLETIN For week ending August 15, 1997

SECTION VI - CRA EXAMINATIONS SCHEDULED

Examinations may have to be rescheduled during the calendar quarter in which they are designated
to begin. If an institution's examination is rescheduled for a date later than the end of the date range
reflected in a published schedule, the institution's name will be republished in an appropriate later
listing. Any comments received as a result of either the first publication or subsequent publications
will be considered during the examination.

RSSD Name City State
Number
105549 Bank of Bentonville Bentonville Arkansas
33174 Farmers Bank and Trust Company _~ | Blytheville Arkansas
311845 Mcllroy Bank & Trust Fayetteville Arkansas
267148 Security Bank Harrison Arkansas
453446 Heber Springs State Bank Heber Springs Arkansas
339540 Arkansas Bank and Trust Company Hot Springs Arkansas
18144 Citizens Bank Marion Arkansas
731443 Farmers & Merchants Bank Prairie Grove Arkansas
913847 Springdale Bank & Trust Springdale Arkansas
| 192147 Citizens Bank & Trust Company Van Buren Arkansas
309150 Commerce-Warren County Bank Warrenton Missouri



H.2
August 10, 1997 to August 16, 1997

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

Abbreviations: BS&R - Banking Supervision and Regulation; C&CA - Consumer and Community
Affairs; FOMC - Federal Open Market Committee; RBOPS - Reserve Bank Operations and Payment
Systems; IF - International Finance; OSDM - Office of Statf Director for Management

BANK BRANCHES, DOMESTIC

San Francisco
Bank of Casa Grande Valley, Casa Grande, Arizona -- to establish a branch at 161

West Oak Street, Globe, Arizona.
~ Approved, August 15, 1997

Richmond
F & M Bank-Northern Virginia, Fairfax, Virginia -- to establish a branch at 8432
Old Keene Mill Road, Springfield, Virginia.
- Approved, August 11, 1997

F & M Bank-Northern Virginia, Fairfax, Virginia -- to establish a branch at 3829
South George Mason Drive, Falls Church, Virginia.
~ Approved, August 11, 1997

Chicago
First American Bank, Carpentersville, Illinois -- to establish a branch at the

intersection of Roosevelt Road and Bakerhill Road, Glen Ellyn, Illinois.
~ Approved, August 12, 1997

Atlanta
Metro Bank of Dade County, Miami, Florida -- to establish a branch at 4820 North
Federal Highway, Lighthouse Point, Florida.
~ Approved, August 14, 1997

Chicago
NBD Bank, Detroit, Michigan -- to establish a branch at Model T Plaza, 14100
Woodward Avenue, Highland Park, Michigan.
~ Approved, August 12, 1997

Atlanta

Suntrust Bank, Atlanta, Georgia -- to establish a branch at 1000 Peachtree Industrial
Boulevard, Suwanee, Georgia.
- Approved, August 15, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Bloomberg, John Isaac,
Park City, UT

Bloomer Bancshares,
Inc., Bloomer, WI

Bryan Family
Management Trust,
Bryan, TX, and Bryan-
Heritage Limited
Partnership, Bryan, TX

CB&T, Inc.,
McMinnville, TN

Cabot Bankshares, Inc.,
Cabot, AR

Cabot Bankshares, Inc.,
Cabot, AR

Cabot Bankshares, Inc.,
Cabot, AR
CORRECTION

Caisse Nationale de
Credit Agricole Paris,
France

Canadian Imperial Bank
of Commerce(1),
Toronto, Canada
CONTINUED

Draper BanCorp, Draper, CIBC
UT and Draper Bank &

Trust, Draper, UT

Peoples State Bank, 3
Bloomer, WI

Bryan-Heritage Limited 3
Partnership, Bryan, TX, and

The First National Bank of
Bryan, Bryan, TX

CBT Insurance, Inc., 4
Smithville, TN in insurance
activities, (b)(11)

The Capital Bank, Little 3
Rock, AR

The Capital Bank, Cabot, 3
AR

The Capital Bank, Little 3
Rock, AR

Credit Agricole Indosuez, 4
Paris, France, and Indosuez
Investment Management
Services, Inc.,

Menlo Park, CA investment
management and advisory
services (b)(6)

CIBC Wood Gundy 4
Securities Corp. (“CIBC
Wood Gundy"), New York,
NY, all the outstanding
shares of Oppenheimer
Holdings, Inc., New York,
NY, & its subsidiaries,
including

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

San Francisco

Minneapolis

Dallas

Atlanta

St. Louis

St. Louis

St. Louis

Chicago

New York

August 12, 1997

September 5, 1997

July 21, 1997

August 20, 1997

August 11, 1997

July 11, 1997

July 11, 1997

July 25, 1997

August 28, 1997



Federal Reserve Bank of Dallas

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

Comment period
Type Application ending date
Change in Control Lacy J. Harber, Denison, TX, only notificant, to acquire an N/A
Notice interest in Marble Falls National Bancshares, Inc., Marble
Falls, TX
Change in Control West U. Limited, Bradley F. Bracewell, Jr., General #497 /08/17
Notice Partner, Houston, TX, only notificant, to acquire

an interest in First University Corporation, Houston, TX
(Previously reported during the week of July 14, 1997)

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



Applicant or notificant

Acquiree or activity

Section of law -Reserve Bank

End of comment period

National City
Corporation(2),
Cleveland, OH, acting
through its wholly-
owned subsidiary,
National Processing,
Inc., Louisville, KY
CONTINUED

North Fork
Bancorporation, Inc.,
Melville, NY

Olympic Bancorp, Port
Orchard, WA

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

C., both of Burlington,
OK

Regions Financial
Corporation,
Birmingham, AL

Saehan Bancorp, Los
Angeles, CA

Santander Holding
Internacional, S.A., and
Santusa Holding, S.L.,
both of Madrid, Spain

Union Bancshares, Inc.,
Fargo, ND

customer's database to
match membership &
provider information to
facilitate payment between
the provider & the insurer,
& in collection of financial
& orther data from hard
copies & electronic images
of airline tickets that is
provided

CONTINUED

Branford Savings Bank,
Branford, CT

Kitsap Bank, Port Orchard,
WA

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

Griffin Federal Savings
Bank, Griffin, GA operating
a savings association (b)(4)

Saehan Bank, Los Angeles,
CA

Banco Santander Puerto
Rico, San Juan, Puerto
Rico. Santander Holding
Invernacional, S.A.,
Santusa Holding, S.L., &
Banco Santander Puerto
Rico all currently are
subsidiaries of Banco
Santander, S.A., Madrid,
Spain

Union State Bank of Fargo,
Fargo, ND

4 Cleveland

3 New York

3 San Francisco
CIBC Kansas City

4 Atlanta

3 San Francisco
3 New York

3 Minneapolis

September 9, 1997

September 18, 1997

September 19, 1997

September 10, 1997

September 19, 1997

September 19, 1997

September 10, 1997

September 15, 1997



Fe Bank o
ications Bulletin for W. nding 1

Section 4 - Applications Not Subject to
Fede! ister Notice or Ne Noti

Application

Compass Bank

Houston, Texas

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



Federal Reserve Bank of Richmond

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

Application

Clemson Bank & Trust, Clemson, South
Carolina, for membership in the Federal
Reserve System.



Federal Reserve Bank of Chicago

Section II - Applicati . ; i Fed

Register Noti 4
Comment Period
4(c)(8) Associated Banc-Corp FR - 8-15-97
Green Bay, Wisconsin NP - 7-16-97

First Financial Corporation

Stevens Point, Wisconsin

First Financial Bank, FSB

Stevens Point, Wisconsin

Appraisals Services, Inc.

Milwaukee, Wisconsin

First Financial Card Services Bank, N.A.
Stevens Point, Wisconsin

3¢a)(3) Mid City Financial Corporation* FR - 8-28-97
Chicago, Illinois NP - 8-25-97
Abrams Centre Bancshares, Inc.
Dallas, Texas
Abrams Centre National Bank
Dallas, Texas

COC-HC Northern Bankshares, Inc. FR - 8-29-97
McFarland, Wisconsin NP - **
By E. David Locke
CoC-HC Albert City Bankshares, Inc: FR - 8-29-97
Albert City, Iowa NP - **

By Steven A. Grell
Bovee Investment Trust
Bruce Tamisiea

Bruce Nystrom

Gary Grave

John M. Cotton

David M. Hultgren



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 8/15/97
Section VI - CRA Examinations Scheduled

Pursuant to the requirements of Section 228.45 Regulation BB (Community Reinvestment Act or CRA),
the following is a tentative schedule of CRA examinations planned for the fourth quarter of 1997. The
data are being provided for your information should you wish to share comments with this Reserve Bank
regarding the CRA performance of a scheduled bank's examination.

Examinations may have to be rescheduled during the calendar quarter in which they are designated to
begin. If an institution's examination is rescheduled for a date later than the end of the date range
reflected in a published schedule, the institution's name will be republished in an appropriate later listing.
Any comments received as a result of either the first publication or subsequent publications will be
considered during the examination. Written comments should be directed to W. Gordon Smith at the
Federal Reserve Bank of San Francisco, Division of Banking Supervision and Regulation (MS 620), 101
Market Street, San Francisco, California 94105.

Name City State
American Pacific Bank Ausmsville Oregon
Bank of Casa Grande Valley Casa Grande Arizona
Bank of Coronado Coronado California
Bank of Ephraim Ephraim Utah
Bank of Utah Ogden Utah
Farmers & Merchants Bank of

Central California Lodi California
Farmers & Merchants Bank of

Long Beach Long Beach California
Garfield Bank Montebello California
Hanmi Bank Los Angeles California
Harris Trust Bank of Arizona Scottsdale Arizona
Ireland Bank Malad City Idaho
Oak Valley Community Bank Oakdale California
San Benito Bank Hollister California
Security First Bank Anaheim California
Tehama County Bank Red Bluff California
Valley Community Bank McMinviile Oregon

Verdugo Banking Company Glendale California



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Grell, Steven; Bovee
Investment Trust,
Bovee, Michaei R.,
Trustee; Tamisiea,
Bruce; Nystrom, Bruce;
Grave, Gary; Cotton,
John M.; & Hultgren,
David M.; all of
Spencer, IA, acting in
concert

Hardin County
Bancshares, Inc.,
Savannah, TN

Harris Financial MHC,
Harrisburg, PA

Hatch, Gordon M.,
Portales, NM.

Heartland Bancshares,
Inc., Franklin, IN

Hibernia Corporation,
New Orleans, LA

Hometown Independent
Bancorp, Inc., Morton,
IL

Horizon Bancorp, Inc.,
Beckley, WV

Albert City Bankshares, CIBC
Inc., Albert City, IA &

Albert City Savings Bank,

Albert City, IA & The

Citizens State Bank,

Marathon, IA

Chicago

Majors Insurance Agency, 4 St. Louis
Inc.,

Adamsville, TN general

insurance agency activities

in a town of less than 5,000

M11)

Harris Financial Inc., 3
Harrisburg, PA;

Harris Savings Bank,

Harrisburg, PA

Philadelphia

Portales National CIBC Dallas
Bancshares, Inc., Portales,
NM, and Portales National

Bank, Portales, NM

Heartland Community 3
Bank, Franklin, IN

Chicago

Unicorp Bancshares-Texas 3 Atlanta
Inc., Orange, TX, and

OrangeBank, Orange, TX

Morton Community Bank, 3
Morton,
IL

Chicago

Beckley Bancorp, Inc., 4 Richmond
Beckley, WV, and

Beckley Federal Savings

Bank, Beckley,

‘WV operating a savings and

Joan

association (b)(4)

August 29, 1997

August 26, 1997

March 27, 1997

August 8, 1997

September 12, 1997

August 11, 1997

August 15, 1997

August 14, 1997



Federal Reserve B. Atlanta
Applications Bulletin for Week Ending August 15, 1997

Section 10 - Availability of CRA Public Evaluation: nt.

The CRA public evaluations of the insured depository institutions listed below became available
during this week. Information about an institution's CRA evaluation may be obtained directly from
the institution. In connection with the assessment of an institution's CRA performance, a rating is
assigned from the following groups:

Outstanding record of meeting community credit needs: An institutionhas an outstanding record
of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record
of ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-incomeneighborhoods, in a manner consistent with its resources and capabilities

Needs to improve record of meeting community credit needs: An institution needs to improve
its overall record of ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Substantial noncompliance in meeting community credit needs: An institution has a
substantially deficient record of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-incomeneighborhoods, in a manner consistent
with its resources and capabilities.

Bank Ratin; Examination Date
Republic Security Bank Satisfactory 05-05-97
Post Office Box 4298

West Palm Beach, Florida 33407
(407) 840-1200



Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or
the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1525

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago
Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L, Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



H.2 . Page 11
August 10, 1997 to August 16, 1997

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

Chicago

St. Cloud Bancshares, St. Cloud, Wisconsin -- extension to November 7, 1997, to
acquire State Bank of St. Cloud.
- Granted, August 12, 1997

San Francisco

Shizuoka Bank, Ltd., Tokyo, Japan -- extension to August 29, 1997, to file certain
information in the Annual Report of Foreign Banking Organizations (FR Y-7).
- Granted, August 14, 1997

Richmond
Signet Banking Corporation, Richmond, Virginia -- extension to divest certain

property.
- Granted, August 14, 1997

Atlanta

Southern Security Financial Corporation, Hollywood, Florida -- extension to
November 22, 1997, to acquire Southern Security Bank Corporation.
- Granted, August 11, 1997

St. Louis

Union Bank of Illinois, Swansea, Illinois -- extension to February 15, 1997, to
relocate branches at 200 Collinsville Avenue and St. Louis Avenue at Eighth Street
to one branch at 350 River Park Drive, all in East St. Louis, Illinois.

- Granted, August 15, 1997

MEMBERSHIP

Kansas City

City Bank, Weatherford, Oklahoma -- to become a member of the Federal Reserve
System.
- Approved, August 14, 1997

REGULATIONS AND POLICIES

Secretary
Systems of Records -- to combine two systems of records (BGFRS-7 and BGFRS-8)
and to make certain amendments.
~- Proposed, August 14, 1997



Applicant or notificant

Acquiree or activity

Section of law

_Reserve Bank

End of comment period

Huntington Bancshares
Incorporated(1),
Columbus, O11
CONTINUED

Huntington Bancshares
Incorporated(2),
Columbus, OH
CONTINUED

Huntington Bancshares
Incorporated(3),
Columbus, OH
CONTINUED

Huntington Bancshares
Incorporated(4),
Columbus, OH
CONTINUED

First Michigan 3and4
Bancorporation, and
Superior Financial Corp.,
Holland, MI; FMB-Sault
Bank, Saulte Ste. Marie, MI;
FMB-First Michigan Bank,
Zeeland, MI; FMB-First
Michigan

Bank, Grand Rapids, MI;
FMB-Lumberman's Bank,
Muskegon, MI;
CONTINUED

FMB-Northwestern Bank,
Boyne City, MI; FMB-State
Savings Bank, Lowell, MI;
FMB-Commercial Bank,
Greenville, MI; FMB-
Security Bank, Manistee,
MI; FMB-Community
Bank, Dowagiac, MI; FMB-
Oceana Bank, Hart, MI;
CONTINUED

3and4

FMB-Reed City Bank, Reed 3 and4
City, MI; FMB-Maynard
Allen Bank, Portland, MI;
FMB-Old State Bank,
Fremont, MI; FMB-Arcadia
Bank, Kalamazoo, MI; and
FMB-Trust, Holland, MI
trust company activities
(b)(5); FMB-Brokerage
Services, Inc., Holland, MI
CONTINUED

customer investments 3 and4
(b)(7); and First Michigan

Life Insurance Co.,

Holland, MI insurance

agency underwriting

OAD;

Cleveland

Cleveland

Cleveland

Cleveland

July 18, 1997

July 18, 1997

July 18, 1997

July 18, 1997


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Murfreesboro Bancorp, Bank of Murfreesboro, 3 Atlanta July 18, 1997
Inc., Murfreesboro, TN Murfreesboro, TN
National City Bridgeport Bancorp, Inc., 3 St. Louis. June 6, 1997
Bancshares, Inc., Bridgeport, IL, and First
Evansville, IN National Bank of

Bridgeport, Bridgeport, IL
NationsBank Montgomery Securities, 4 Richmond August 6, 1997
Corporation(1), Inc., & The Pyramid
Charlotte, NC Company,
CONTINUED San Francisco, CA

underwriting &

dealing in, to a limited

extent, all types of debt &

equity

securities other than

interests in open end

investment companies

CONTINUED
NationsBank (See J.P. Morgan & Co., 4 Richmond August 6, 1997
Corporation(2), Inc., The Chase Manhattan
Charlotte, NC Corp.,
CONTINUED Bankers Trust New York

Corp., Citicorp, & Security

Pacific

Corp., 75 Fed. Res. Bull.

192 (1989)); in

underwriting & dealing in

obligations of the United

States, general

CONTINUED
NationsBank of states and their political 4 Richmond August 6, 1997
Corporation(3), subdivisions, and other
Charlotte, NC obligations that state
CONTINUED member banks of the

Federal Reserve System
may be authorized to
underwrite and deal in
under 12 U.S.C. 24 & 335
(b)(8); in acting as
investment or
CONTINUED



H.2 Page 7
August 10, 1997 to August 16, 1997

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

CHANGE IN BANK CONTROL

Kansas City

Clatonia Bancshares, Inc., Clatonia, Nebraska -- change in bank control.
- Permitted, August 13, 1997

St. Louis

Cross County Bancshares, Inc., Wynne, Arkansas -- change in bank control.
- Permitted, August 13, 1997

Kansas City

First Community Bancshares, Inc., Kansas City, Kansas -- change in bank control.
- Permitted, August 14, 1997

Chicago
Home Financial Bancorp, Spencer, Iowa -- change in bank control.
- Permitted, August 11, 1997

Atlanta

JBC Bancshares, Jasper, Georgia -- change in bank control.
- Permitted, August 15, 1997

COMPETITIVE FACTORS REPORTS

Philadelphia
Bank of Delmar, N.A., Seaford, Delaware -- report on competitive factors of the
proposed purchase of certain assets and assumption of certain deposit liabilities of
two branches of Mellon Bank (DE), N.A., Wilmington, Delaware.
- Submitted, August 12, 1997

Secretary
Eldorado Savings Bank, Placerville, California -- report on competitive factors of
the proposed acquisition of certain assets and assumption of certain liabilities of a
branch of Bank of America National Trust and Savings Association in Lone Pine,
California.
- Submitted, August 11, 1997



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Lashute, Ronald J., American Bancorp, Inc., CIBC Atlanta May 23, 1997
Opelousas, LA Opelousas, LA

and American Bank &

Trust Company,

Opelousas, LA
Leake Family Citizens Capital CIBC Atlanta July 23, 1997
Partnership, L.P., Corporation, Magee, MS,
Jackson, and
MS Citizens State Bank, Magee,

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

Lexington/Wellington,

Lexington, MO; and B & L

Bank, Lexington, MO

operating a savings

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

advisory services (b)(4);

full-service brokerage

(6)(15); foreign exchange

execution & advisory

services, and other advisory

& administrative services
Locke, E. David, Northern Bancshares, Inc., CIBC Chicago August 29, 1997
McFarland, WI McFarland, WI &

McFarland State Bank,

McFarland, WI
Mahaska Investment Pella State Bank, Pella, [A 3 Chicago September 12, 1997
Company, Oskaloosa, IA
Maries County Bancorp, Progress Bancshares, Inc., 3 St. Louis August 15, 1997
Inc., Vienna, MO Sullivan, MO, and Progress

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



Applicant or notificant Acquiree or activity Section of law “Reserve Bank End of comment period
Union Planters Magna Bancorp, Inc., 4 St. Louis August 15, 1997
Corporation(1), Hattiesburg, MS, &
Memphis, TN Magnolia Federal Bank for
CONTINUED Savings, Hattiesburg, MS

indirectly

acquiring a federal savings

bank (b)(4); & Magna

Mortgage Co., Hattiesburg,

MS originating & servicing

mortgage loans (b)(1)

CONTINUED
Union Planters & in providing real estate 4 St. Louis August 15, 1997
Corporation(2), appraisal & inspection
Memphis, TN services (b)(2)
CONTINUED
United Bankshares, Inc., First Patriot Bankshares 3 Richmond June 16, 1997
Charleston, WV Corporation,

Reston, VA, and

Patriot National Bank,

Reston, VA
United Community First Clayton Bancshares, 3 Atlanta August 8, 1997
Banks Inc., Blairsville, Inc., Clayton, GA, and
GA First Clayton Bank and

Trust Company,

Clayton, GA
Valcourt, Jeffery T., United Financial Banking CIBC. Atlanta June 5, 1997
Arlington, VA Companies, Inc.,

Vienna, VA, and

The Business Bank,

Vienna, VA
Valley National Valley National Bank of 3 Atlanta September 5, 1997
Corporation, Lanett, AL Lannett, Lanett, AL
Wachovia Corporation, Jefferson National Bank, 3 Richmond August 18, 1997
Winston-Salem, NC Charlottesville, VA and

Jefferson National Bank,

Charlottesville, VA
West U. Limited, First University CIBC Dallas August 8, 1997
Bradley F. Bracewell, Corporation, Houston, TX,
Jr., General and West University Bank,
Partner, Houston, TX N.A.,

Houston, TX



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Altus NBC Corporation, NBC Corporation, Inc., 4 Kansas City June 25, 1997
Inc., Oklahoma City, Oklahoma City, OK, and
OK NBC Technologies, Inc.,
Oklahoma City, OK
providing data
processing services (b)(14)
ANB Corporation, Lakeside Bancshares, Inc., 3 Dallas August 25, 1997
Terrell, TX Rockwall, TX & Lakeside
National Bank, Rockwall,
TX
Arrendale, Thomas A., Habersham Bancorp, CIBC Atlanta June 5, 1997
Ill, Gainesville, GA, Cornelia, GA, and
Bussey, Cynthia A., Habersham Bank,
Atlanta, GA, and Clarkesville, GA
Arrendale, Nelle,
Clarkesville, GA, as
partners in the
Arrendale Undiversified
Family Limited
Partnership,
Baldwin, GA
Associated Banc- First Financial Corporation, 4 Chicago August 15, 1997
Corp(1), Green Bay, WI Stevens Point, WI,
CONTINUED and First Financial Bank,
FSB, Stevens Point, WI
owning and operating a
savings and loan
association (b)(4);
Appraisal Services, Inc.,
Milwaukee, WI performing
appraisals of real estate &
CONTINUED
Associated Banc- tangible personal property 4 Chicago August 15, 1997
Corp(2), Green Bay, WI (b)(2); & First Financial
CONTINUED Card Services Bank, N.A.,

Stevens Point, WI operating
a

credit card bank (b)(1) and
Q)



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 8/15/97

Section = Applications Subj ice C

licatic Comment Period Ending Date
None
. . «age .
Section IL Applications Subject {0 Bath Federal Register Noti
Richard A. and Ramona Lagomarsino, the Ramona Newspaper: 8/28/97
Lagomarsino Family Limited Partnership, Robert J. and
Norma M. Lagomarsino, and Catherine S. and Jack W. Fed. Reg.: 8/20/97

Wood, Ventura, California, to retain their ownership of
19.06 percent of Americorp, Ventura, California. *

John I. Bloomberg, Park City, Utah, to acquire Newspaper: 9/04/97
3.2 percent of Draper BanCorp, Draper,
Utah. * Fed. Reg.: 8/12/97

Section III -Applications Subject to Federal Revister C

BankAmerica Corporation, San Francisco, California, to Fed. Reg.: Not YetPublished
engage in unerwriting and dealing in debt and equity

securities and in obligations of the U.S.; acting as an

investment advisor; providing securities brokerage

services; acting as riskless principal; and acting as agent

for private placement of securities through Robertson,

Stevens & Company Group, L.L.C., and Robertson,

Stevens & Company, Inc., both of San Francisco,

California.

None

* Subject to CRA.



District
Federal Reserve Bank of Cleveland
Applications and notifications filed during the week ending 8/16/97

Section I - Applications subject to newspaper notice only

Ending date of
Type Application comment period

NONE

Footnotes

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

Ending date of
Type Application comment period
4c8 Notice by Community Holding Company, Inez, KY receivedon *NP: *9/6/97
8/12/97 to acquire Inez Deposit Bank, F.S.B., Inez, KY
Footnotes
Section III - Applications subject to Federal Register notice only
Ending date af
Type Application comment period
NONE
Footnotes
Section IV - Applications not subject to Federal Register or newspaper notice
Ending date of
Type Application comment period

NONE

Footnotes



Federal Reserve Bank of Minneapolis
Section VI - CRA Examinations
Scheduled to Begin in the Period October 1, 1997 - December 31, 1997

Examinations may have to be rescheduled during the calendar quarter in which they are designed to
begin. If an institution's examination is rescheduled for a date later than the end of the date range
Teflected in a published schedule, the institution's name will be republished in an appropriate later listing.
Any comments received as a result of either the first publication or subsequent publications will be
considered during the examination. Written comments regarding the CRA performance of these
institutions should be directed to Ms. Jacquelyn Brunmeier at the Federal Reserve Bank of Minneapolis,
Banking Supervision Department, P.O. Box 291, Minneapolis, MN 55480-0291.

Bank Name City State

Clinton State Bank Clinton Minnesota
North Shore Bank of Commerce Duluth Minnesota
Northland Security Bank Ramsey Minnesota
First Citizens Bank of Butte Butte Montana
Citizens State Bank of Choteau Choteau Montana
Ravalli County Bank Hamilton Montana
Yellowstone Bank Laurel Montana
First Citizens Bank of Polson Polson Montana
Ronan State Bank Ronan Montana
Lake County Bank St. Ignatius Montana
State Bank of Terry Terry Montana
Farmers State Bank Victor Montana
Western Bank of Wolf Point Wolf Point Montana
State Bank of Alcester Alcester South Dakota
Fulton State Bank Fulton South Dakota
Hand County State Bank Miller South Dakota
Onida State Bank Onida South Dakota
First PREMIER Bank Sioux Falls South Dakota
M & 1 Bank, Ashland Ashland Wisconsin

M & I Bank of La Crosse La Crosse Wisconsin

M & I Merchants Bank Rhinelander Wisconsin


District 11
Federal Reserve Bank of Dallas
Applications and Notifications Filed During the Week of August 11, 1997

Section I - Applications subject to newspaper notice only

Comment period
Type Application ending date

None.

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

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

Comment period
Type Application ending date

*Section 3(a)(1) New Broadway, Inc., San Antonio, TX, to acquire Broadway **97/08/29
Bancshares, Inc., San Antonio, TX,
Broadway Bancshares of Delaware, Inc., Wilmington, DE,
Broadway National Bank, San Antonio, TX, and
Eisenhower National Bank, San Antonio, TX
(Previously reported during the week of August 4, 1997)

*Section 3(a)(1) Nichols Bancshares, Inc., Kenedy, TX, to acquire *#97/09/05
J. M. Nichols, Inc., Dover, DE, and
First-Nichols National Bank of Kenedy, Kenedy, TX
(Previously reported during the week of August 4, 1997)

*Section 3(a)(1) J. M. Nichols, Inc., Dover, DE, to acquire *#97/09/05
First-Nichols National Bank of Kenedy, Kenedy, TX
(Previously reported during the week of August 4, 1997)

Change in Control Thomas M. Woodruff, Humble, TX, only notificant, **97/08/27
Notice to acquire an interest in Grimes County Capital

Corporation, Houston, TX

(Previously reported during the week of August 4, 1997)

Change in Control Citizens National Bank in Waxahachie Employee Stock N/A
Notice Ownership Plan, Waxahachie, TX, only notificant, to acquire

an interest in First Citizens Bancshares, Inc., Waxahachie,

TX


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

KeyCorp(2), Cleveland,
OH

CONTINUED

KeyCorp(2), Cleveland,
OH
CONTINUED

KeyCorp(3), Cleveland,
OH

Keystone Financial,
Inc., Harrisburg, PA

Lagomarsino, Richard
A, and Robert J.,

both of Ventura, CA, &
Wood, Catherine S.,
Carpinteria,

CA; acting in concert

Lagomarsino, Richard
A.; Lagomarsino,
Ramona; Ramona
Lagomarsino Family
Limited Partnership;
Lagomarsino, Robert J.,
all of Ventura, CA; &
Lagomarsino, Norma
M; Wood, Catherine S.;
& Wood, Jack W.;
acting in concert, all of
Carpinteria, CA

Bankers Trust New York
Corp., Citicorp and Security
Pacific Corp., 75 Fed. Res.
Bull. 192 (1989); providing
certain financial &
investment advisory
services, providing certain
agency transactional
services for customer
investments

CONTINUED

75 Fed. Res. Bull. 192
(1989); financial &
investment advisory
activities (b\(6); agency
transactional services for
customer investments
(b)(7); and investment
transactions as principal

(b)(8)

& engaging in certain
investment transactions &
principal (6)(6), (7) & (8)

MMC & P, Inc., Pittsburgh,
PA employee benfits
consulting services (0)(9)

Americorp, Ventura, CA,
and American Commercial
Bank, Ventura, CA

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

4

4

4

CIBC

CIBC

Cleveland

Cleveland

Cleveland

Philadelphia

San Francisco

San Francisco

August 1, 1997

August 11, 1997

August 1, 1997

July 29, 1997

August 6, 1997

August 20, 1997


FEDERAL RESERVE BANK OF NEW YORK

Comment Period

_Ending Date.
SECTION I

Applications Subject to Newspaper
Notice Only

None.

SECTION II

Applications Subject to Both
New: er ani deral Register Notice

None.

SECTION III

Nonbanking Applications
subject 1 iste! i

None.

SECTION IV

Applications Not Involving
Public Comment

None.

Ss ION V
ailability of Public tions

In connection with the assessment of each insured depository institution's
CRA performance, a rating is assigned from the following group:

Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and

is a leader in, ascertaining and helping to meet the credit

needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Satisfactory record of meeting community credit needs.

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



Federal Reserve Bank of Dallas

Institution Location
Bank of Van Zandt 401 East Highway 243
244055 Canton, TX 75103
Midland American Bank 401 West Texas Avenue
506557 Suite 100

Midland, TX 79701
Texas Independent Bank 350 Phelps Court

529958

Dallas, TX 75038



H.2 Page 4
August 10, 1997 to August 16, 1997

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

Minneapolis
Marquette Bancshares, Inc., Minneapolis, Minnesota -- to acquire Marquette Bank

Rochester, National Association, Rochester, Minnesota.
- Approved, August 14, 1997

Chicago

Northern Bankshares, Inc., McFarland, Wisconsin -- to extend its lending authority.
~ Returned, August 13, 1997

Minneapolis
Northwest Wisconsin Bancorp, Chippewa Falls, Wisconsin, and BCB Bancorp -- to
engage de novo in data processing activities through Heartland Data Center, Inc.,
Cameron, Wisconsin.
- Permitted, August 14, 1997

Minneapolis
Norwest Corporation, Minneapolis, Minnesota; Norwest Financial Services, Des
Moines, Iowa; and Norwest Financial, Inc. -- to acquire certain assets of Family
Loan, Inc., Stockbridge, Georgia.
- Approved, August 13, 1997

Atlanta

P.C.B. Bancorp, Inc., Largo, Florida -- to acquire Anchor Savings Bank, F.S.B., St.
Petersburg, Florida, and engage in operating a savings association.
- Approved, August 13, 1997

Atlanta

Peoples Community Bancshares, Inc., Colquitt, Georgia -- to acquire Farmers Bank
of Malone, Malone, Florida.
- Approved, August 14, 1997

St. Louis

Progress Bancshares, Inc., Sullivan, Missouri -- to acquire Progress Bank of
Sullivan, Sullivan, Missouri, a proposed de novo bank.
- Approved, August 15, 1997



Applicant or notificant

Acquiree or activity Section oflaw “Reserve Bank

End of comment period

Dean Financial
Services, Inc., St. Paul,
MN

Deposit Guaranty Corp.,
Jackson, MS

Deutsche Bank, AG
(Main)

Federal Republic of
Germany

ECSB Holding
Company, Inc.,
Fort Walton Beach, FL

Edison Bancshares, Fort
Myers, FL

Emprise Financial
Corporation, Wichita,
KS

Estrin Associates,
L.L.C. and Estrin
Family Limited
Partnership, Bethesda,
MD

The First National 3
Corporation of Aitkin, Inc.,
& The First National Bank
of Aitkin, Aitkin, MN; Mid-
Continent Financial
Services, Inc.,
Bloomington, MN, & State
Bank of Edgerton,
Edgerton, MN; & The First
State Bank of Eden Prairie,
Eden Prairie, MN

Minneapolis

CSF Acquisition Corp., 4 Atlanta
Jackson,

MS; CitiSave Financial

Corporation, Baton

Rouge, LA; Citizens

Savings Association, F.A.,

Baton Rouge, LA operating

a savings association (b)(4)

Ganis Credit Corporation, 4 New York
Newport Beach, CA,

lending (b)(1)

American National 3
Financial Corporation,

Panama City, FL and

First National Bank

Northwest Florida,

Panama City, FL

Atlanta

Edison 3
National Bank (in

organization), Fort Myers,

FL

Atlanta

Mid Continent Bancshares, 4
Inc., El Dorado, KS, & Mid
Continent Federal Savings

& Loan Association, El

Dorado, KS operating a

savings association (b)(4)

Kansas City

Estrin Associates, L.L.C. & CIBC Richmond
Estrin Family Limited
Partnership T1, Bethesda,

MD

August 15, 1997

July 3, 1997

May 12, 1997

June 27, 1997

August 1, 1997

September 2, 1997

July 15, 1997



Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending August 15, 1997

10 - Availability o: ic Evaluation:

The CRA public evaluations of the insured depository institutions listed below became available
during this week. Information about an institution's CRA evaluation may be obtained directly from
the institution. In connection with the assessment of an institution's CRA performance, a rating is
assigned from the following groups:

Outstanding record of meeting community credit needs: An institutionhas an outstanding record
of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record
of ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-incomeneighborhoods, in a manner consistent with its resources and capabilities

Needs to improve record of meeting community credit needs: An institution needs to improve
its overall record of ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Substantial noncompliance in meeting community credit needs: An institution has a
substantially deficient record of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-incomeneighborhoods, in a manner consistent
with its resources and capabilities.

Bank CRA Rating Examination Date
Aliant Bank Satisfactory 04-28-97

Post Office Box 1237
Alexander City, Alabama 35010
(205) 329-7400

First Navy Bank Satisfactory 04-14-97
Naval Air Station

Murray & Taylor Station

Pensacola, Florida 32508

(904) 453-3411



Applicant or notificant © Acquiree or activity Section oflaw Reserve Bank End of comment period
Cooperative Centrale Smith Graham & Co. Asset New York July 10, 1997
Raiffeisen- Managers L.P., Houston,
Boerenleenbank, TX, & SGR Global
B.A.(1), Rabobank Advisers, Houston, TX, &
Nederland, Utrecht, The Robeco Institutional Asset
Netherlands Management US, Inc.,
CONTINUED Houston, TX, & AEA
Global Advisors LLC, New
York, NY, & Robeco
Group, N.V., Rotterdam
CONTINUED
Cooperative Centrale Smith Graham & Co. Asset New York July 10, 1997
Raiffeisen- Managers L.P., and SGR
Boerenleenbank, Global Advisors, and
B.A.(2), Rabobank Robeco Institutional Asset
Nederland, Utrecht, The Management US, Inc., and
Netherlands AEA Global Advisors,
CONTINUED LLC, and Smith Graham &
Co. Asset Managers L.P.,
and SGR Global Advisers,
CONTINUED
Cooperative Centrale Robeco Institutional Asset New York July 10, 1997
Raiffeisen- Management US, Inc., and
Boerenleenbank, AEA Global Advisors LLC,
B.A.(3), Rabobank in investment (b)(6), as a
Nederland, Utrecht, the general partner to and
Netherlands providing administrative
CONTINUED services to investment
partnerships, including
placing interests in such
partnerships, CONTINUED
Cooperative Centrale in acting as a commodity New York July 10, 1997
Raiffeisen- pool operator, and in
Boerenleenbank, providing administrative
B.A.(4), Rabobank services to open-end
Nederland, Utrecht, the investment companies
Netherlands

CONTINUED



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

BB&T Corporation(A),
Winston-Salem, NC
CONTINUED

BB&T Corporation(B),
Winston-Salem, NC
CONTINUED

BB&T Corporation(C),
Winston-Salem, NC
CONTINUED

BB&T Corporation(D),
Winston-Salem, NC
CONTINUED

Craigie Incorporated, 4
Richmond, VA in
underwriting & dealing in,
to a limited extent, all types
of debt & equity

securities, other than
interests in open end
investment companies;
underwriting & dealing in
bank-eligible securities,
(b)8);

CONTINUED

providing securities 4
brokerage services on either

a stand-alone or full-service
basis (b)(7); acting as agent

for issuers & holders in the
private placement of

various types of securities

with financially

sophisticated counterparties

na

CONTINUED

non-public offering (b)(7); 4
buying & selling on the
order of investors as a
riskless principal (6)(7);
making, acquiring or
servicing loans or other
extensions of credit,
including purchasing &
selling such loans &
extensions of credit in the
CONTINUED

secondary market, & 4
engaging in mortgage
banking activities (b)(1);
acting as an investment or
financial advisor to the
extent of serving as the
advisory company for a
mortgage or real estate
investment trust; serving as
an investment
CONTINUED

Richmond

Richmond

Richmond

Richmond

August 20, 1997

August 20, 1997

August 20, 1997

August 20, 1997



Section VI - CRA examinations scheduled for Fourth Quarter of 1997

Institution Location
Andover Bank P.O. Box 1300, Public Square, Andover, OH 44003-1300
Bank of Corning Company P.O. Box 428, N. Valiey Street, Coming, OH 43730-0428

Commercial & Savings Bank Co.
Fifth Third of Northeastern Ohio
Genoa Banking Company
Hamler State Bank

Hocking Valley Bank

The Citizens Banking Company
The Corn City State Bank

The Cortland Savings & Banking Co.

The Custar State Bank
The Farmers Citizen Bank
The Metamora State Bank
The Minster State Bank
The Provident Bank

Towne Bank

P.O. Box 50, 194 W. Main Street, Cortland, OH 44410-0098
1404 E. Ninth Street, Cleveland, OH 44114

P.O. Box 98, 801 Main Street, Genoa, OH 43430-0098

P.O. Box 358, 210 Randolph Street, Hamler, OH 43524-0358
P.O. Box 4847, 7 W. Stimson, Athens, OH 45701-4847

P.O. Box 5016, 100 E. Water Street, Sandusky, OH 44871-5016
P.O, Box 197, 120 W. Main Street, Deshler, OH 43516-0197
P.O. Box 98, 194 W. Main Street, Cortland, OH 44410-0098
P.O. Box 127, Main Street, Custar, OH 43511-0127

P.O. Box 567, Washington Square, Bucyrus, OH 44820-0567
P.O. Box F, 120 E. Main Street, Metamora, OH 43540-0270
P.O. Box 90, 96 W. Fourth Street, Minster, OH 45865-0090

1 E. 4th Street, Cincinnati, OH 45202

P.O. Box 202, 610 E. South Boundary, Perrysburg, OH 43551

Footnotes



Federal Reserve Bank of Chicago

CLO} : ication: Subject to Federal Register
Application

Albert City Bankshares, Inc.

Albert City, Iowa
To redeem approximately 1,513 shares of common
stock

aper Notic



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 8/15/97

Section V = Availability of CRA Public E .

The CRA public evaluations of the institution(s) below became available during this week. Information
about a particular institution's CRA evaluation may be obtained directly from the institution.

instituti L . Examinati we
Guardian State Bank 142 East 200 South 4/14/97 Satisfactory
PO Box 1947
Salt Lake City, UT 84110-1947
(801) 966-5175

*Under the rating system an institution's CRA performance is assigned one of the following four ratings:

Qutstanding record of meeting community credit needs: An institution has an outstanding record of,
and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record of
ascertaining and meeting the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

Needs to Improve record of meeting community credit needs: An institution needs to improve its
overall record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Substantial Noncompliance in meeting community credit needs: An institution has a substantially
deficient record of ascertaining and helping to meet the credit needs of its entire delineated community,
including tow- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and
is not intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no
responsibility for errors or omissions.


Federal Reserve Bank of Richmond

Section V - Availability of CRA Public Evaluations

Week ending August 15, 1997

Definition of Ratings

Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and is a leader in,

ascertaining and helping to meet the credit needs of its entire delineated

community, including low- and moderate-income neighborhoods, in a manner con-

sistent with its resources and capabilities.

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

Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record of ascer-
taining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient record of ascer-

taining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with

its resources and capabilities.

RSSD Examination
Number Name_of Bank ——Date__ Rating

None.



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Security Bancshares, Intra Financial Corp., and 3 Kansas City June 20, 1997
Inc., Exchange Bank of Clyde,
Scott City, KS Clyde, KS; Farmers State

Bancshares

of Sabetha, Inc., Sabetha,

KS; Farmers

State Bank, Sabetha, KS;

Peoples Bancorp of

Belleville, Inc., and Peoples

Bank of

Belleville, Belleville, KS
Security State Security State Bank, 3 San Francisco June 9, 1997
Corporation, Centralia, WA
Centralia, WA
Sephar, David L., First Community CIBC Kansas City July 25, 1997
Kansas City, KS Bancshares, Inc., Kansas

City,

KS, and First Community

Bank,

Kansas City, KS
Southwestern Southwestern Bank & Trust 3 Kansas City August 11, 1997
Bancshares, Inc., Company, Oklahoma City,
Oklahoma City, OK
OK
Spanjer, Leland, Cozad, C.S.B. Co., Cozad, NE, CIBC Kansas City August 11, 1997
NE, in his capacity as Cozad State Bank & Trust
Personal Representative Company, Cozad, NE, and
of the Estate of Clifford First National Bank of
G. Young, Chadron, Chadron, NE
Spehar, David L. & First Community CIBC Kansas City August 5, 1997
Nancy A., Kansas City, Bancshares, Inc., Kansas
KS City, KS, and First

Community Bank, Kansas

City, KS
St. Yves, Robert W., Prineville Bancorporation, CIBC San Francisco August 5, 1997
Prineville, OR Prineville, OR and

Community First Bank,

Prineville OR (formerly the

Prineville Bank)
Sterling Bancshares, First Houston Bancshares, 3 Dallas July 21, 1997

Inc., Houston, TX

Houston, TX, and Houston
National Bank, Houston, TX



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to
Newspaper Notice Only

- Comment Period
licati Ending D
Le Sueur State Bank, Le Sueur, Minnesota to purchase August 25, 1997

certain assets and assume certain liabilities of the Cloquet,
Minnesota branch of TCF National Bank Minnesota,
Minneapolis, Minnesota, and, incident thereto, to establish

abranch. *
* Subject to CRA
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
Ww: and F 1 i ice
Comment Period

Application Ending Date
Norwest Corporation, Minneapolis, Minnesota for prior September 12, 1997
approval to acquire 100% of the voting shares of the (Federal Register)

International Bancorporation, Golden Valley, Minnesota. *

Union Bancshares, Inc., Fargo, North Dakota for prior Not yet available **
approval to become a bank holding company through the

acquisition of 84.56% of the voting shares of Union State

Bank, Fargo, North Dakota. *

Robert L. Frei to acquire control of 53.3% of the voting Not yet available
shares of Commercial Holding Company, Wagner, South Dakota.

Anderson Financial Group, Inc., Golden Valley, Minnesota for prior Not yet available
approval to become a bank holding company through the acquisition

of 100% of the voting shares of Northern National Bank, Nisswa,

Minnesota, a de novo bank. *

International Bancorporation, Golden Valley, Minnesota for prior Not yet available
approval to acquire 100% of the voting shares of the Northern

National Bank, Nisswa, Minnesota, a de nove bank. *

* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject

to Federal Register Notice Only
Comment Period
Norwest Corporation, Minneapolis, Minnesota to engage September 12, 1997

in securities brokerage activities through the acquisition
of the brokerage business of the subsidiary banks of
International Bancorporation, Golden Valley, Minnesota.


Applicant or notificant Acquiree or activity Section oflaw -Reserve Bank End of comment period
New Prague Community Security Bank, 3 Minneapolis July 7, 1997
Bancshares, Inc., New New Prague, MN,
Prague, MN a de novo bank
Nichols Bancshares, First-Nichols National Bank 3 Dallas September 2, 1997
Inc., Kenedy, TX & of Kenedy, Kenedy, TX
JM. Nichols, Inc.,
Dover, DE
Northside Banking Northside Bank of Tampa, 3 Atlanta August 29, 1997
Corporation, Tampa, FL Tampa, FL
Northwest Suburban Mount Prospect 3 Chicago July 28, 1997
Bancorp., Inc. (in National Bank (in
formation), organization), Mount
Arlington Heights, IL Prospect, IL
Northwest Wisconsin Heartland Data Center, Inc., 4 Minneapolis August 11, 1997
Bancorp, Inc,, & its Cameron, WI providing
wholly-owned data processing services to
subsidiary, BCB local, non-affilite financial
Bancorp, Inc., both of institutions (b)(14)
Chippewa Falls, WI
CORRECTION
Norwest Corporation, First Valley Bank Group, 3 Minneapolis September 2, 1997
Minneapolis, MN Los Fresons, TX & First

Valley Delaware Financial

Corporation, Dover,

Delaware, & First Valley

Bank, Harlingen, TX
Norwest Corporation, Int'l Bancorp, Golden 3and4 Minneapolis September 12, 1997
Minneapolis, MN Valley, MN & Northern

Nat'l Bank, Int'l Falls, MN;

City Nat'l Bank of Cloquet,

Cloquet, MN & Northern

‘Nat'l Bank, Nisswa, MN &

Norwest Investment

Services, Inc., Minneapolis,

MN securities &

underwriting activites (b)(7)

& (bX8)
Norwest Corporation, Packers Management 3 Minneapolis September 2, 1997
Minneapolis, MN Company, Omaha, NE, &

Packers Bank, Omaha, NE



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

Barnett Banks, Inc.(1),
Jacksonville, FL; BB&T
Corp., Winston-Salem,
NC; Central Fidelity
Banks, Inc., & Crestar
Financial Corp.,
Richmond, VA; First
American Corp.,
Nashville, TN; First
Citizens BancShares,
Inc., Raleigh, NC;
CONTINUED

Bamett Banks, Inc.(2),
Jacksonville, FL; First
Union Corp., Charlotte,
NC; First Virginia
Banks, Inc., Falls
Church, VA; Jefferson
Bankshares, Inc.,
Charlottesville, VA;
NationsBank Corp.,
Charlotte, NC; Riggs
Nat'l Corp.,
Washington, D.C.;
CONTINUED

Barnett Banks, Inc.(3),
Jacksonville, FL; Signet
Banking Corp.
Richmond, VA;
SunTrust banks, Inc.,
Atlanta, GA; Synovus
Financial Corp.,
Columbus, GA, &
Wachovia Corporation,
Winston-Salem, NC

Barnett Banks, Inc.,
Jacksonville, FL

through HONOR 4
Technologies, Inc.,

Maitland, FL, Monetary
Transfer System, L.L.C., St.
Louis, MO, directly &

indirectly in certain data
processing & electronic

funds

transfer services (b)(14)

Richmond

4 Richmond

4 Richmond

First of America Bank- 4
Florida, FSB, Tampa, FL
owning, controlling &

operating a savings

association (b)(4)

Atlanta

September 3, 1997

September 3, 1997

September 3, 1997

August 15, 1997



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
NSB Holding Corp., Check Depot, Staten Island, 4 New York August 6, 1997
Staten Island, NY NY in check cashing, See
Midland Bank T1, PLC, 76
Fed. Res. Bull. 869 (1990)
O.A.K. Financial Caledonia Financial 3 Chicago August 15, 1997
Corporation, Byron Corporation,
Center, Caledonia, MI, & State
MI Bank of Caledonia,
Caledonia,
MI
Otto Bremer Bremer Financial 3 Minneapolis August 15, 1997
Foundation, St. Paul, Corporation, St. Paul,
MN MN, The
Halo Bancorporation, inc.,
Devils Lake, ND, & First
National Bank of Devils
Lake, Devils
Lake, ND
P.C.B. Bancorp, Inc., Anchor Savings Bank, 4 Atlanta August 8, 1997
Largo, FL F.S.B., St. Petersburg, FL
operating a savings
association (b)(4)
Patel, Susma; Patel, First Bankshares, Inc., CIBC Atlanta June 26, 1997
Suketu Madhusudan Longwood, FL, and First
(Suku); Patel, Parimal National Bank of Central
Kantibhai (Perry); Florida, Longwood, FL
Amin, Bharat Muljibhai,
London, England; and
King, Dennis John
Lloyd, Surrey, England;
collectively, as the Patel
Group
Patel, Susma;Patel First Bankshares, Inc., CIBC Atlanta May 30, 1997

(Suku), Suketu
Madhusudan; Patel
(Perry), Parimal
Kantibhai; Amin, Bharat
Muljibhai, London,
England; and King,
Dennis John Lloyd,
Surrey, England;
collectively, as the Patel
Group

Longwood, FL, and

First National Bank of
Central Florida, Longwood,
Fl



Branch

Branch

Branch & Merger

Branch & Merger

Federal Reserve Bank of Chicago

= hi

Notice Only

licati

Fifth Third Bank of Central Indiana
Indianapolis, Indiana
3060 Valley Farms Road
Indianapolis, Indiana

First Farmers Bank & Trust Company
Converse, Indiana

36 West Fifth Street

Peru, Indiana

F & M Bank-Fennimore

Fennimore, Wisconsin
F & M Bank - Potosi
Potosi, Wisconsin
F & M Bank - Lancaster
Lancaster, Wisconsin
to establish branches at
302 South Madison
Lancaster, Wisconsin
102 South Main Street
Potosi, Wisconsin
100 Rosalyn Avenue
Dickeyville, Wisconsin

First Farmers Bank & Trust Company
Converse, Indiana
Sheridan, Indiana branch office of
NBD Bank, N.A.
to establish a branch at
322 South Main Street
Sheridan, Indiana

Comment Period

Ending Date
NP - 8-15-97

NP - 8-18-97

NP - 8-28-97

NP - **



H.2 . Page 9
August 10, 1997 to August 16, 1997

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

Dallas

Planters and Merchants State Bank of Hearne, Hearne, Texas -- report on

competitive factors of the proposed merger with Homestead Bank, S.S.B., College
‘ Station, Texas.

- Submitted, August 13, 1997

Chicago
St. Francis Bank, F.S.B., Milwaukee, Wisconsin -- report on competitive factors of
the proposed merger with Bank Wisconsin, Kewaskum, Wisconsin.
- Submitted, August 12, 1997

Philadelphia

Sovereign Bank, Federal Savings Bank, Wyomissing, Pennsylvania -- report on
competitive factors of the proposed purchase of certain assets and assumption of
certain deposit liabilities of Fleet Financial Group, Inc., Boston, Massachusetts.
- Submitted, August 12, 1997

Chicago
Suburban Bank & Trust Company, Elmhurst, Illinois -- report on competitive factors
of the proposed merger with Southwest Financial Bank & Trust Company, Orland
Park, Illinois.
- Submitted, August 13, 1997

Philadelphia

Sun National Bank, Vineland, New Jersey -- report on competitive factors of the
proposed acquisition of eleven branches of the Bank of New York, New York, New
York.

- Submitted, August 12, 1997

St. Louis

Union Planters Bank of Central Mississippi, Jackson, Mississippi -- report on
competitive factors of the proposed purchase of certain assets and assumption of the
deposit liabilities of fourteen branches of Magnolia Federal Bank for Savings,
Hattiesburg, Mississippi.

- Submitted, August 14, 1997


FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluati
week ending August 15, 1997

ASSIGNMENT OF RATING
Identification of Rati

In connection with the assessment of each insured depository institution's CRA performance, a rating is
assigned from the following groups:

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.
An institution in this group has a substantially deficient record of ascertaining and helping to meet the

credit needs of its entire delineated community, including low-and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING
Pioneer Bank April 7, 1997 Satisfactory
301 Main Street, Box 306

Mapleton, MN 56065-0306
(507) 524-3630



H2 Page 8
August 10, 1997 to August 16, 1997

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

St. Louis

First National Bank of Salem, Salem, Missouri -- report on competitive factors of
the proposed merger with Mercantile Bank of Central Missouri, Washington,
Missouri.

- Submitted, August 11, 1997

Dailas

Homestead Bank, S.S.B., College Station, Texas -- report on competitive factors of
the proposed merger with Planters Acquisition Bank, Hearne, Texas.
- Submitted, August 13, 1997

New York

Independence Savings Bank, Brooklyn, New York -- report on competitive factors
of the proposed merger with Independence Community Bank Corp.
- Submitted, August 12, 1997

Atlanta

Indian Rocks State Bank, Largo, Florida -- report on competitive factors of the
proposed merger with Southwest Interim Bank, National Association.
- Submitted, August 13, 1997

St. Louis

National City Bank of Evansville, Evansville, Indiana -- report on competitive
factors of the proposed purchase of the assets and assumption of the liabilities of the
Mt. Vernon, Indiana, branch of First Federal Savings Bank.

- Submitted, August 15, 1997

Dallas

Peoples Bank & Trust, Minden, Louisiana -- report on competitive factors of the
proposed merger with First State Bank & Trust Company, Haynesville, Louisiana.
- Submitted, August 14, 1997

St. Louis

Peoples First National Bank & Trust Co., Paducah, Kentucky -- report on
competitive factors of the proposed purchase of certain assets and assumption of the
Habilities of the Benton, Kentucky, branch of Republic Bank & Trust Company,
Louisville, Kentucky.

- Submitted, August 14, 1997



Federal Reserve Bank of Chicago

ection VI - Examinations Schedul
cont’d
WISCONSIN
M&I Bank Fox Valley Appleton, Wisconsin
Community First Bank Boscobel, Wisconsin
M&I Northern Bank Brookfield, Wisconsin.

M&I Bank Northeast

Green Lake State Bank

M&I Lake Country Bank

M&I Bank South

M&l Bank of Mayville

M&I Bank of Southern Wisconsin
M&I Marshall & Ilsley Bank
M&I Central State Bank

M&l Bank of Shawano

M&l Bank South Central

Green Bay, Wisconsin
Green Lake, Wisconsin
Hartland, Wisconsin
Janesville, Wisconsin
Mayville, Wisconsin
Madison, Wisconsin
Milwaukee, Wisconsin
Oshkosh, Wisconsin
Shawano, Wisconsin
Watertown, Wisconsin



Section V - Availability of CRA public evaluations

Description of the CRA Goal against which institutions are evaluated, the four performance levels, and the
institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which it has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

The federal bank regulators use the following four performance levels to rate an institution’s performance under
CRA.:

Outstanding

Satisfactory

Needs to Improve
Substantial noncompliance

RSSD Examination CRA CRA
number Institution/ Location date public date rating

| NONE

| Footnotes



Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record

of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate income
neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient . .
record of ascertaining and helping to meet the credit needs of its entire

delineated community, including low- and moderate- income a
neighborhoods, in a manner consistent with its resources and capabilities.

Week Ending August 16, 1997

NAME ANI RATING EXAMINATION DATE
None
SECTION VI
Xxaminations i in in Fourth 1997

Examinations may have to be rescheduled during the calendar quarter in which they are
designated to begin. If an institution's examination is rescheduled for a date later than the end of
the date range reflected in the published schedule, as shown above, the institution's name will be
republished in an appropriate later listing. Any comments received as a result of either the first
publication or subsequent publications will be considered during the examination. Comments
should be sent to the attention of: Ms. Assunta Muglia, Examining Officer, Federal Reserve
Bank of New York, 33 Liberty Street, New York, NY 10045.

Alden State Bank Peapack-Gladstone Bank
13216 Broadway (Route 20) P.O. Box 178

Alden, NY 14004 Gladstone, NJ 07934
First State Bank

3 Main Street
Canisteo, NY 14823

1/ Subject to provisions of Community Reinvestment Act.

2/ Later of dates specified in newspaper and Federal Register notices.

3/ Date specified in newspaper notice; a later date may be specified in
the Federal Register notice.

4/ Date specified in Federal Register notice; a later date may be
specified i in the newspaper notice.
N/A - Not Available



H.2 Page 5
August 10, 1997 to August 16, 1997

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

New York

Royal Bank of Canada, Montreal, Canada -- to acquire through Integrion Financial
Network, LLC, Atlanta, Georgia, certain assets and liabilities of VISA Interactive,
Inc., and engage in data processing and data transmission services.

- Approved, August 14, 1997

+ Boston
Sandwich Bancorp, Inc., Sandwich, Massachusetts -- to acquire Sandwich
Co-operative Bank.
- Permitted, August 12, 1997

Chicago
Stichting Administratiekantoor ABN AMRO Holding, Amsterdam, the Netherlands;
Stichting Prioriteit ABN AMRO Holding; ABN AMRO Holding N.V.; ABN
AMRO Bank N.V.; and ABN North America, Inc., Chicago, Illinois -- to acquire
through Integrion Financial Network, LLC, Atlanta, Georgia, the assets and certain
of the liabilities of VISA Interactive, Inc., and provide remote banking and bill
payment services to banking customers of financial institutions.
- Approved, August 14, 1997

Director, BS&R

Wachovia Corporation, Winston-Salem, North Carolina -- waiver of remainder of
the 45-day notification period to invest in WSH Holdings, Ltd., Cayman Islands.
- Granted, August 15, 1997

BANK MERGERS

Philadelphia

Ambassador Bank of the Commonwealth, Allentown, Pennsylvania -- to merge with
Wilbur Savings Bank, Bethlehem, Pennsylvania.
- Approved, August 14, 1997

Kansas City

CBI-Kansas, Inc., Kansas City, Missouri -- to merge with CNB Bancorp, Inc.,
Independence, Kansas.
- Approved, August 14, 1997



Applicant or notificant Acquiree or activity Section ofiaw _Reserve Bank End of comment period
Comerzbank AG, CAM Acquisition, LLC, 4 ‘New York May 14, 1997
Frankfurt am Main, Wilmington, DE
Germany Montgomery Asset

Mangement, L.P.,

Montgomery Services,

LLC,

all of San Francisco, CA,

securities activities (b)(7){i)

and (iii); financial &

Investment advisory

services (b)(6);

administrative services
Commerce Bancshares, CNB Bancorp, Inc., 3 Kansas City August 8, 1997
Inc., Kansas City, MO, Independence,
and CBI-Kansas Inc., KS, and Citizens National
Kansas City, MO Bank,

Independence, KS
Commercial Citizens State 3 St. Louis July 29, 1997
Bancshares, Inc., Bank, Hempstead, TX
Texarkana, AR
Community Bancshares, Citizens Bank, Appleton 3 Kansas City July 31, 1997
Inc., Butler, MO City, MO
Community Bancshares, Upper Rio Grande Bank 3 Kansas City July 28, 1997
Inc., Denver, CO. Corporation, Del Norte,

CO, and Rio Grande

County Bank, Del Norte,

co
Community Financial MidAmerica Bank of St. 3 St. Louis September 12, 1997
Corp., Olney, IL Clair County, O'Fallon, IL
Community Holding The First National Bank of 4 Cleveland August 26, 1997
Company, Inez, KY Louisa, Louisa, KY, into a

federal-charted stock

savings bank, Inez Deposit

Bank, F.S.B., Inez, KY

savings & loan activities

@)4)
Community National Community National Bank 3 Chicago July 29, 1997
Bancorporation, Gn organization),
Waterloo, IA Waterloo, 1A



Federal Reserve Bank of Richmond

; T= CRA E ations Scheduled for Fourth Quarter of 1997

Examinations may have to be rescheduled during the calendar quarter in which
they are designated to begin. If an institution's examination is rescheduled
for a date later than the end of the date range reflected in published schedule,
the institution's name will be republished in an appropriate later listing. Any
comments received as a result of either the first publication or subsequent
publications will be considered during the examination.

Centura Bank, Rocky Mount, North Carolina

Highlands Union Bank, Abingdon, Virginia
United Bank, Arlington, Virginia

Virginia Commerce Bank, Arlington, Virginia
Citizens Bank and Trust Company, Blackstone, Virginia
The Marine Bank, Chincoteaque, Virginia
Bank of Ferrum, Ferrum, Virginia

First Community Bank, Forest, Virginia
Piedmont Trust Bank, Martinsville, Virginia
Hanover Bank, Mechanicsville, Virginia

The Community Bank, Petersburg, Virginia
Capital One Bank, Richmond, Virginia
Crestar Bank, Richmond, Virginia

Bank of Gassaway, Gassaway, West Virginia
The Peoples Bank of Mullens, Mullens, West Virginia

d


H.2 Additions/Corrections

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

BANK BRANCHES, DOMESTIC

New York

Bank of New York, New York, New York -- to establish branches at King Kullen
Supermarkets at 88 Veterans Highway, Commack, and 455 Park Avenue,
Lindenhurst, New York.

- Approved, August 4, 1997

EXTENSIONS OF TIME

Cleveland

BNB Bancorp, Brookville, Ohio -- extension to November 15, 1997, to acquire
Brookville National Bank.
- Granted, August 5, 1997



Federal Reserve Bank of Atlanta
ications Bulletin for Week i 7.

ti = Examinations le

Examinations may have to be rescheduled during the calendar quarter in which they are designated
to begin. If an institution’s examination is rescheduled for a date later than the end of the date
range reflected in a published schedule, the institution’s name will be republished in an
appropriate later listing. Any comments received as a result of either the first publication or
subsequent publications will be considered during the examination.

First Vantage Bank-Tennessee, Knoxville, Tennessee
Tri-City Bank & Trust Company, Blountville, Tennessee
The Terrace Bank of Florida, Tampa, Florida

AmtTrade International Bank of Georgia, Atlanta, Georgia
Southwest Georgia Bank, Moultrie, Georgia

Alabama Exchange Bank, Tuskegee, Alabama
PanAmerican Bank, Miami, Florida

Capital City Bank, Tallahassee, Florida

Farmers and Merchants Bank, Trenton, Florida

The Brand Banking Company, Lawrenceville, Georgia
Gulf Bank, Orange Beach, Alabama

First Community Bank, Orange City, Florida

First Western Bank, Cooper City, Florida

First United Bank, Boca Raton, Florida

First Newton Bank, Covington, Georgia

Bank of Forest, Forest, Mississippi

Bank of Dadeville, Dadeville, Alabama

Citizens Bank of Talladega, Talladega, Alabama
Commercial Bank, Harrogate, Tennessee

Peoples Bank & Trust Company, Selma, Alabama



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

BankAmerica
Corporation(6), San
Francisco, CA
CONTINUED

Calvin B. Taylor
Bankshares, Inc., Berlin,
MD

Citizens Bankers, Inc.,
Baytown, TX, and
Citizens Bankers of
Delaware, Wilmington,
DE

First Commercial
Corporation, Little
Rock, AR

First Financial
Bankshares, Inc.,
Abilene, TX

First Union
Corporation(1),
Charlotte, NC
CONTINUED

including open end
investment companies, See
Bankers Trust 83 Fed. Res.
Bull.____ (Order dated July
21, 1997); Barclays PLC,
83 Fed. Res. Bull. 158
(1996); Bank of Ireland, 82
Fed. Res, Bull. 1129 (1996)

Calvin B.Taylor Banking
Company of Berlin
Maryland, Berlin, MD, &
Calvin B. Taylor Bank of
Delaware, Ocean View, DE

First National Bank of Bay
City, Bay City, TX

First Charter Bancshares,
Inc., North Little Rock, AR,
& Charter State Bank,
Beebee, Arkansas, Beebe,
AR

Southlake Bancshares, Inc.,
Southlake, TX & Texas
National Bank, Southlake,
TX

Signet Banking Corp., &
Signet Bank, Richmond,
VA; Signet Commercial
Credit Corp., Richmond,
VA making loans that are
typcially secured by
inventory, accounts
receivable or like security
& are generally structured
ona revolving basis (b)(1);
CONTINUED

4 San Francisco
3 Richmond

3 Dallas

3 St. Louis

3 Dallas

3 and4 Richmond

September 9, 1997

September 15, 1997

September 18, 1997

September 19, 1997

September 19, 1997

September 19, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Stockmens Financial BankWest 3 Kansas City July 25, 1997
Corporation, Rushville, (ade novo bank), Castle
NE Rock, CO
Suez Lyonnaise des Harbor Capital 4 New York August 21, 1997
Euax, Paris, France; Management, Inc., Boston,
Societe Generale de MA investment advisory
. Belgique, Brussels, activities (b)(6); investment
Belguim; and Generale transactions as principal
de Banque, Brussels, (b)(8); & serve as general
: Belguim partner of & provide
management & private
placement services to
unregistered investment
funds
The Bank of Mulberry ACME Holding 3 St. Louis June 23, 1997
Employee Stock Company, Inc.,
Ownership Mulberry, AR, and
Trust, The Bank of Mulberry,
| Mulberry, AR Mulberry, AR
| The Chase Manhattan Chase Manhattan Bank & 3 New York August 18, 1997
| Corporation & Chase Trust Company, National
Holdings Delaware, Association, Los Angeles,
Inc., New York, NY CA
) CORRECTION
| The Chase Manhattan Chase Trust Company, 3 New York August 18, 1997
Corporation and Chase National Association, Los
Holding Angeles, CA
Delaware Inc., New
York, NY
The Commercial Commercial Bank of 3 Atlanta August 15, 1997
Bancorp, Inc., Ormond Volusia

. Beach,
FL

TNB Bancorporation,
Inc., Brenham, TX, and
TNB

Bancorporation of
Delaware, Inc.,
Wilmington, DE

Triangle Bancorp, Inc.,
Raleigh, NC

County, Ormond Beach, FL

Texas National Bank, 3 Dallas July 29, 1997
Brenham, TX

Bank of Mecklenburg, 3 Richmond August 1, 1997
Charlotte, NC



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

SECTION I_- APPLICATIONS SUBJECT TO

NEWSPAPER NOTICE ONLY
li ion ; Period Endi
NONE
Ei IN IT - L INF ECT
NEWSPAPER AND FEDERAL REGISTER NOTICE
Application Comment Period Ending Date
NONE
I I_- APPLICA‘ T_T
FEDERAL REGISTER NOTICE ONLY
UST Corp., Boston, ral i 09/15/97
Massachusetts - 4(c) (8)
notification to acquire
Firestone Financial Corp.,
Newton, Massachusetts
ECTION IV_ - APPL. OT SUB: TX
EF T. R_ NEWSPAPER NOTI
ication
NONE
V_- AV. LITY OF C LT VAL IONS
Institution E ination Date Rating**
NONE
*Subject to CRA.
**Rating Definitions: "O" - Outstanding; "S" - Satisfactory; "N" - Needs to

Improve; "SN" - Substantial Noncompliance



Applicant or notificant

Acquiree or activity

Section of Jaw

-Reserve Bank

End of comment period

BankAmerica
Corporation(2), San
Francisco, CA
CONTINUED

BankAmerica
Corporation(3), San
Francisco, CA
CONTINUED

BankAmerica
Corporation(4), San
Francisco, CA
CONTINUED

BankAmerica
Corporation(5), San
Francisco, CA
CONTINUED

debt & equity securities
other than interests in open
end investment companies;
in underwriting & dealing
in obligations of the U.S.,
general obligations of states
& their political
subdivisions, & other
obligations that state
member

CONTINUED

banks of the Federal
Reserve System may be
authorized to underwrite &
deal in (b)8); in acting as
investment or financial
advisor (b)(6); in securities
brokerage services (b)(7);
in buying & selling in the
secondary market all types
CONTINUED

of securities on the order of
customers as a riskless
principal to the extent of
engaging in a transaction in
which

the company, after
receiving an order to buy
(or sell) a security from a
customer, purchases (or
sells) the security
CONTINUED

for its own account to offset
a contemporaneous sale to
(or purchase from) the
customer (b)(76); in acting
as agent for the private
placement of securities
(b)(7) ; & in providing
administrative and other
services to investment
companies,

CONTINUED

4

San Francisco

San Francisco

San Francisco

San Francisco

September 9, 1997

September 9, 1997

September 9, 1997

September 9, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Union Planters Sho-Me Financial 4 St. Louis September 4, 1997
Corporation, Memphis, Corporation, Mt. Vernon,
TN, and its wholly- MO, and its wholly-owned
owned bank holding savings association
company subsidiary, Ist Savings
subsidiary, Capital Bank, f.s.b., Mt. Vernon,
Bancorporation, Inc., MO in operating a savings
Memphis, TN institution (b)(4)(ii)
UST Corp., Boston, MA Firestone Financial Corp., 4 Atlanta September 15, 1997
Newton, MA in installment
loan & lease financing,
activities to commercial
customers (b)(1) & (6)(3)
Wachovia Corporation, 1st United Bancorp, Boca 3 Richmond September 15, 1997
Winston-Salem, NC Raton, FL, & First United
Bank, Boca Raton, FL, &
United Bancorp's
subsidiary, Island
Investment Service, Inc.,
Palm Beach, FL in
securities brokerage
activities (b)(7)(i)
Zions Bancorporation, GB Bancorporation, San 3 San Francisco September 15, 1997

Salt Lake City, UT

Diego, CA, & Grossmont
Bank, San Diego, CA



Applicant or notificant

Acquiree or activity Section of law Reserve Bank

End of comment period

BB&T Corporation(),
Winston-Salem, NC
CONTINUED

BB&T Corporation(J),
Winston-Salem, NC
CONTINUED

BB&T Corporation(K),
Winston-Salem, NC
CONTINUED

BB&T Corporation,
Winston-Salem, NC

Big Lake Financial
Corporation,
Okeechobee, FL

Biggs, Daniel Biggs;
Grimes, Merlin; ED&J,
Inc., c/o David Marmie;
Carr, Ronald and Call,
Dennis; and Southard,
R. Joe, all of Great
Bend, KS

instruments (b)(7); leasing 4 Richmond
personal or real property or
acting as agent, broker or
adviser in leasing such
property (b)(3); providing
management consulting
advice to non-affiliated
depository institution
(b)(9); engaging in futures,
forward &

CONTINUED

option contracts on bank- 4 Richmond
eligible securities for
hedging purposes (b)(8);
engaging in securities credit
activities (Reg. T),
including acting as a
conduit or imermediary in
securities borrowing &
lending (b)(7); & serving as
the general partner
CONTINUED

of & holding equity 4 Richmond
interests in certain limited

partnerships that would be

exempt from registration

under the 1940 Act.

Virginia First Financial 4 Richmond
Corporation, Petersburg,

VA, and Virginia Savings

Bank, F.S.B., Petersburg,

VA mortgage banking &

operating a savings & loan

association (b)(1) and (4)

CNB Financial Corporation, 3 Atlanta
Clewiston, FL, and
Clewiston National Bank,

Clewiston, FL

First Wakeeney Agency, CIBC Kansas City
Inc., Wakeeney, KS, and
Interstate Bank, Great

Bend, KS

August 20, 1997

August 20, 1997

August 20, 1997

August 18, 1997

August 18, 1997

July 3, 1997


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Corley, John William,
qa)

Monticello, IL
CONTINUED

Corley, John William,
Q)

Monticelli, [L
CONTINUED

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

Crestar Financial
Corporation, Richmond,
VA

Crestar Financial
Corporation, Richmond,
VA

Cross County Bank
Employee Stock
Ownership Plan,
Wynne, AR

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

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

First State Bank of Atwood,
Atwood, IL

Morris County Bankshares,
Incorporated,

Naples, TX;

Morris County National
Bank,

Naples, TX

American Nat'l Bancorp,
Inc., & American Nat'l
Savings Bank, F.S.B.,
Baltimore, MD acting as
agent in the sale of mutual
funds (b)(7); in the sale of
home mortgage redemption
insurance (b)(11)(i); and in
the sale of annuities

(bo) ii)

American National
Bancorp, Inc., Baltimore,
MD,

and American National
Savings Bank,

F.S.B., Baltimore, MD
operating a

savings and loan
association (b)(4)

Cross County Bancshares,
Inc., Wynne, AR, and
Cross County Bank,
Wynne, AR

CIBC

CIBC

CIBC

CIBC

Chicago

Chicago

Dallas

Richmond

Richmond

St. Louis

May 16, 1997

May 16, 1997

April 30, 1997

August 15, 1997

August 15, 1997

August 4, 1997



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

The following institutions were examined for CRA. The 30-business day period the bank has
to make the evaluation public has lapsed during the week ending August 15, 1997.

Identification of Ratings
In connection with the assessment of each insured depository institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

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

Substantial noncompliance in meeting community credit needs.

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

Bank/Location = = ExaminationDate = | CRARating

United Bank of Philadelphia 3/31/97 Outstanding
714 Market Street
Philadelphia, PA. 19106



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

First Union
Corporation(2),
Charlotte, NC
CONTINUED

First Union
Corporation(3),
Charlotte, NC
CONTINUED

First Union
Corporation(4),
Charlotte, NC
CONTINUED

FirstBank Holding
Company of Colorado,
Lakewood, CO

Frei, Robert L., Wagner,
sD

Harbor, Lacy J.,
Denison, TX

Signet Insurance Services, 3 and 4
Inc., Richmond, VA

insurance actvities

(b)(11)(iv); Signet Financial

Services, Inc., Richmond,

VA discount brokerage

services (b)(7); Signet Trust

Company, Richmond, VA

trust company activities

(b)(5); CONTINUED

Signet Strategic Capital 3and4
Corp., Richmond, VA
providing investment
advice as a commodity
trading advisor with respect
to the purchase & sale of
financial futures contracts
and options on financial
futures contracts &
providing

CONTINUED

foreign exchange advisory 3 and 4
& transactional services,

(&X7) & (b)(8); & Virtus

Capital Management, Inc.,

Baltimore, MD investment

advisor of various

registered open-end

management investment

companies, mutual funds,

etc., & sponsor of mutual

funds (b)(6)

FirstBank of Parker, Parker, 3
co

Commercial Holding CIBC
Company, Wagner, SD, &
Commercial State Bank of

Wagner, Wagner, SD

Marble Falls National CIBC

Bancshares, Inc., Marble
Falls, TX, & Marble Falls
National Bank, Marble
Falls, TX

Richmond

Richmond

Richmond

Kansas City

Minneapolis

Dallas

September 19, 1997

September 19, 1997

September 19, 1997

September 19, 1997

September 11, 1997

September 4, 1997


Federal Reserve Bank of Richmond

Section I - Applications Subject to Newspaper

Notice Only
appl . tod Endi
None.

Ir - ions

rand F 1 i, tice

Calvin B. Taylor Bankshares, Inc.,
Berlin, Maryland, to acquire Calvin B.
Taylor Bank of Delaware, Ocean View,

Delaware (in organization) .* 9-15-97**
Ii_- i cs t r_Noti'
appli A iod Endi D

NationsBank Corporation, Charlotte,

North Carolina; First Union Corporation,
Charlotte, North Carolina; First Citizens
BancShares, Inc., Raleigh, North Carolina;

BB&T Corporation, Winston-Salem, North
Carolina; Wachovia Corporation, Winston-

Salem, North Carolina; Jefferson Bankshares,
Inc., Charlottesville, Virginia; First
Virginia Banks, Inc., Falls Church, Virginia;
Central Fidelity Bankshares, Inc., Richmond,
Virginia; Signet Banking Corporation, Richmond,
Virginia; and Riggs National Corporation,
Washington, D. C., to acquire through HONOR
Technologies, Inc., Maitland, Florida, Monetary
Transfer System, L.L.C., St. Louis, Missouri,
and thereby engage directly and indirectly in
certain data processing and electronic funds
transfer services. 9-3-97%*

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



SECTION VI. CRA Examinations Scheduled for the 4th Quarter of 1997

BANK NAME

Pitkin County Bank & Trust Colorado
Bank of Boulder

Centennial Bank

Union Colony Bank

Lafayette State Bank

Colorado Mountain Bank

Citizens Bank Inc.

Citizens State Bank & Trust Colorado.
American Bank

The Citizens-Farmers Bank of Cole Camp
Bank of Holden

Adams Bank & Trust Colorado.
Platte Valley State Bank & Trust Co.
First State Bank of Taos

First State Bank

First Bank of Turley

Shoshone First Bank

Western Bank of Cody

Lusk State Bank

First Security Bank

First State Bank of Newcastle

Examinations may have to be rescheduled during the calendar quarter in which they are designated
to begin. If an institution’s examination is rescheduled for a date later than the end of the date
range reflected in a published schedule, the institution’s name will be republished in an
appropriate later listing. Any comments received as a result of either the first publication or

ciry

Aspen
Boulder
Englewood
Greeley
Lafayette
Westcliffe
Westminster
Ellsworth
Wichita
Cole Camp
Holden
Ogallala
Kearney
Taos
Fairfax
Tulsa
Cody
Cody

Lusk
Newcastle
Newcastle

subsequent publications will be considered during the examination.

*Application is subject to CRA.

STATE

Colorado
Colorado
Colorado
Colorado
Colorado
Colorado
Colorado
Kansas
Kansas
Missouri
Missouri
Nebraska
NE
NM
OK
OK
wy
WY
wy
WY
wy



Information Requests

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

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

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785, FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



Type
CoC-HC

3(a)(1)

CoC-HC

3a)

3(ay())

3(a)(1)

3(a)(3)

Federal Reserve Bank of Chicago

. icati : e

Application

Damen Financial Corporation
Schaumburg, Illinois
By Jackson Boulevard Fund, Ltd. and
Paul J. Duggan

Progressive Bancorp, Inc.*
Pekin, Illinois
Pekin Savings, S.B.
Pekin, Illinois

First Business Bancshares, Inc.
Madison, Wisconsin
By Sam Jacobsen

First State Bancshares, Inc.*
Ida Grove, Iowa

First State Bank

Ida Grove, Iowa

Hometown Independent Bancorp, Inc.*
Morton, Illinois

Morton Community Bank

Morton, Illinois

Heartland Bancshares, Inc.*

Franklin, Indiana
Heartland Community Bank (in organization)
Franklin, Indiana

O.A.K. Financial Corporation*
Byron Center, Michigan
Caledonia Financial Corporation
Caledonia, Michigan
State Bank of Caledonia
Caledonia, Michigan

Comment Period

Ending Date

FR - 9-3-97
NP - **

FR - 8-15-97
NP - 8-14-97

ER - 8-28-97
NP - *#

FR - 8-15-97
NP - 8-22-97

FR - 8-15-97
NP - #*

FR - 9-12-97
NP - #*

FR - 8-15-97
NP - 8-11-97


SECTION VI_- CRA EXAM SCHEDULE
{October 1.1997 to Decmber 30,1997)

"Examinations may have to be rescheduled during the calendar
quarter in which they are designated to begin. If an institution's
examination is rescheduled for a date later than the end of the
date range reflected in a published schedule, the institution's
name will be republished in an appropriate later listing. Any
comments received as a result of either the first publication or
subsequent publications will be considered during the examination."

Bank Name RSSD#

First Bank of Philadelphia 884312
1401 Walnut Street
Philadelphia, PA 19102

Ambassador Bank 1496020
4127 Tilghman Street
Allentown, PA 18104

Miners Bank of Lykens 962715
550 Main Street
Lykens, PA 17048


Applicant or notificant | Acquiree or activity Section oflaw Reserve Bank End of comment period
Associated Banc-Corp, First Financial Corporation, 4 Chicago August 5, 1997
Green Bay, WI Stevens Point, WI,

and First Financial Bank,

FSB, Stevens

Point, WI owning &

operating a

savings and loan

association (b)(4)
Banco Bilbao Vizcaya, BBV LatInvest Securities 4 New York March 4, 1997
S.A., Inc.,
Bilbao, Spain New York, NY,

securities activities (b)(1),

(b)(4), (O)(15), and (616)
Bank of Elmwood Elmwood Financial 3 Chicago August 4, 1997
Employee Stock Corporation, Racine, WI,
Ownership Plan and and Bank of Elmwood,
Trust, Racine, WI Racine, WI
Bank of Idaho Holding Bank of Eastern Idaho, 3 San Francisco June 9, 1997
Company, Idaho Falls, ID
Idaho Falls, ID
Bank of Montreal, Cash Station, Inc., Chicago, 4 Chicago August 28, 1997
Montreal, Canada; IL in certain data
Bankmont Financial processing activities,
Corp., Chicago, IL; consisting of electronic
Harris Bankcorp, Inc., funds transfer services
Chicago, IL & Harris (b)(14)
Bankmont, Inc.,
Chicago, IL
Bank of New York State Street Boston 3and4 New York March 14, 1997
Company, Inc., Corporation,
New York, NY Boston, MA;

State Street Bank and Trust

Company,

Boston, MA

trust, securities and data

processing activities (b)(3),

(b)(4), and (67)
Banterra Corp, 1st Bancorp Vienna, Inc., 3 St. Louis July 18, 1997
Eldorado, IL Vienna,

IL, First State Bank of
Vienna, Vienna, IL



H2 Page 6
August 10, 1997 to August 16, 1997

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

St. Louis

Citizens Bank, New Haven, Missouri -- to establish a branch at 2245 West Osage,
Pacific, Missouri.
- Approved, August 15, 1997

Kansas City

Community Bank & Trust, Neosho, Missouri -- to merge with Citizens State Bank,
Galena, Kansas, and establish branches at 215 East 7th Street, Galena, and 3rd and
Military, Riverton, Kansas.

- Approved, August 12, 1997

Atlanta

Hibernia Corporation, New Orleans, Louisiana -- to merge with Unicorp
Bancshares-Texas, Inc., Orange, Texas, and acquire OrangeBank.
- Approved, August 14, 1997

Cleveland

Provident Bank, Cincinnati, Ohio -- to merge with Provident Bank of Kentucky,
Alexandria, Kentucky, and establish branches.
- Approved, August 14, 1997

BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS

Kansas City

MidFirst Bank, Oklahoma City, Oklahoma -- registration as margin stock lender
under Regulation G.
- Approved, August 12, 1997

BANKS, STATE MEMBER

Secretary

Compass Bank, Jacksonville, Florida -- to exercise fiduciary powers.
- Approved, August 15, 1997

CAPITAL STOCK

Kansas City

Community Bancshares of Alva, Inc., Alva, Oklahoma -- redemption of shares.
- Approved, August 12, 1997



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Western Bank, Western Bancshares of 3 Kansas City August 21, 1997
Albuquerque, New Albuquerque, Inc.,
Mexico ESOP & Trust, Albuquerque, NM, and
Albuquerque, NM Western Bank,

Albuquerque, NM
Woodruff, Thomas M., Grimes County Capital CIBC Dallas August 26, 1997
Humble, TX Corporation, Iola, TX &

Community State Bank,

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

Ridge, TN, and Bank of

East Ridge, East Ridge, TN
Young, Susan Aileen, C.S.B. Co., Cozad, NE, and = CIBC Kansas City August 5, 1997
Chicago, IL Cozad State Bank & Trust

Company, Cozad, NE, and

First National Bank of

Chadron, Chardron, NE



The following state member banks have been examined by the Federal Reserve Bank of Chicago for compliance

Federal Reserve Bank of Chicago

Section V - Availability of CRA Public E .

with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed during the
week ending August 15, 1997. If you are interested in obtaining a copy of the evaluation document, please

contact the bank(s) directly.
Identification of Rati
o- An institution in this group has an outstanding record of, and is a leader in,

NI -

SN -

ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

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

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

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

BANK NAME/LOCATION EXAMINATION DATE RATINGS
The Farmers State Bank 4/28/97 s
309 South Prairie
P.O. Box 159

Brookston, Indiana 47923-0159
(317) 563-3135
RSSD #571443



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
International Northern National Bank, 3 Minneapolis September 18, 1997
Bancorporation, Golden Nisswa, MN
Valley, MN
Landmark Bancorp, Sunniland bank, Fort 3 Atlanta September 19, 1997
Inc., Margate, FL Lauderdale, FL
Metcalf, Imogene and Hooker National CIBC. Kansas City September 10, 1997
Butler, Charles W., both Bancshares, Inc., Hooker,
of Hooker, OK OK, & First National Bank,
Hooker, OK
Mutual Bancorp of the Lee National Banc Corp., 3 Boston September 19, 1997
Berkshires, Inc., Lee, MA, & First National
Pittsfield, MA. Bank of the Berkshires,
Lee, MA & City Savings
Bank of Pittsfield,
Pittsfield, MA
National City to customers for billing 4 Cleveland September 9, 1997
Corporation (3), purposes (b)(14). See,
Cleveland, OH, acting Banc One
through its wholly- Corporation , 80 Fed. Res.
owned subsidiary, Bull. 139 (1994)
National Processing,
Inc., Louisville, KY
CONTINUED
National City Caribbean Data Services, 4 Cleveland September 9, 1997
Corporation(1), Ltd., Dallas, TX in
Cleveland, OH, acting processing the payment of
through its wholly- health insurance claims by
owned subsidiary, performing data entry of
National Processing, customer provided

Inc., Louisville, KY
CONTINUED

information & information
relating to the cost of
medical treatment, & by
utilizing the
CONTINUED



RESERVE BANK APPLICATIONS BULLETIN For week ending August 15, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

TON I - APPLICA’ ECT T E iT
Application nt Peri
None.
T - APP! T.
PI L I
lication E f Comment Peri

* Section 3(a)(3) notification by Community

Financial Corp., Olney, Illinois, to acquire

MidAmerica Bank of St. Clair County, O’Fallon,

Illinois. Newspaper: 9-15-97

* Section 4(c)(8) notification by Union Planters

Corporation, Memphis, Tennessee, to acquire Sho-Me
Financial Corporation, Mt. Vernon, Missouri. Newspaper: 9-9-97

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE

Application End of Comment Period
None.
IN TV - APP! T T EDE! ISTER TI
OR NEWSPAPER NOTICE
Application mi ri

Section 3(a)(5)(C) notification by Midwest Community
Bancshares, Inc., Marion, Illinois, to acquire The
Bank of Marion, Marion, Illinois. N/A

* This notification is subject to CRA.