Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 43

Week Ending October 23, 2004

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions October 17, 2004 to October 23, 2004

Forms

Forms -- final Board review to extend without revision the Recordkeeping and Disclosure 

Requirements Associated with Securities Transactions Pursuant to Regulation H (Reg H) 

and to conduct the Quantitative Impact Study (QIS-4) and the Loss Data Collection 

Exercise (FR 3045).

- Approved, October 18, 2004 

Regulations And Policies

Regulation J -- final amendments to provide full coverage of the electronic check 

processing services the Reserve Banks will offer under the Check Clearing for the 21st 

Century Act (Docket No. R-1202).

- Approved, October 20, 2004 

Enforcement

The Community State Bank, Poteau, Oklahoma -- written agreement with the Federal 

Reserve Bank of Kansas City and the Oklahoma State Banking Department.

- Announced, October 21, 2004 

Union Bank of California International, New York, New York -- written agreement with 

the Federal Reserve Bank of New York.

- Announced, October 19, 2004 

(AC) = Addition or Correction Board - Page 1 of 1
October 17, 2004 to October 23, 2004

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Bank Independent, Sheffield, Alabama -- to establish a branch at Highway 72 and 

Lindsay Lane, Athens.

- Approved, October 20, 2004 

Atlanta

Bank of Essex, Tappahannock, Virginia -- to establish a branch at 1325 Tappahannock 

Boulevard, to designate it as the bank's new main office, and to retain the old main office 

at 323 Prince Street as a branch.

- Approved, October 20, 2004 

Richmond

Calumet County Bank, Brillion, Wisconsin -- to establish a branch at W443 Veterans 

Drive, Sherwood.

- Approved, October 18, 2004 

Chicago

Comerica Bank, Detroit, Michigan -- to establish a branch at 12050 Ventura Boulevard, 

Studio City, California.

- Approved, September 17, 2004 (AC)

Secretary

Comerica Bank, Detroit, Michigan -- to establish branches at 12230 Forestgate Drive, 

Dallas, Texas; 805 West McDermott Drive, Allen; and 1191 Lincoln Avenue, San Jose, 

California.

- Approved, October 21, 2004 

Secretary

JPMorgan Chase Bank, New York, New York -- to establish a branch at 23550 

Westheimer Parkway, Katy Fort Bend County, Texas.

- Approved, October 18, 2004 

New York

(AC) = Addition or Correction Delegated - Page 1 of 8
H.2 Actions under delegated authority October 17, 2004 to October 23, 2004

Bank Branches, Domestic

Michigan Heritage Bank, Farmington Hills, Michigan -- to establish a branch at 28345 

Beck Road, Wixom.

- Approved, October 18, 2004 

Chicago

Northeast Bank, Auburn, Maine -- to establish a branch at 660 Roosevelt Trail, 

Windham.

- Withdrawn, October 22, 2004 

Boston

Regions Bank, Birmingham, Alabama -- to establish branches at 2310 Highway 6 South, 

Sugar Land, Texas, and on Ocoee Crossing, Cleveland, Tennessee.

- Approved, October 18, 2004 

Atlanta

Regions Bank, Birmingham, Alabama -- to establish a branch at 2404 East Parkway 

Drive, Russellville.

- Approved, October 21, 2004 

Atlanta

SunTrust Bank, Atlanta, Georgia -- to establish a branch at 9601 U.S. Highway One, 

Sebastian, Florida.

- Approved, October 19, 2004 

Atlanta

SunTrust Bank, Atlanta, Georgia -- to establish branches at 2911 53rd Avenue East, 

Bradenton, Florida; 600 U.S. Highway 27, Clermont; 4770 Colonial Boulevard, Ft. 

Myers; 14821 Six Mile Cypress Highway; 545 Pine Island Road; 3175 Cheney 

Highway, Titusville; and 1500 East Merritt Island Causeway, Merritt Island.

- Approved, October 21, 2004 

Atlanta

Union Colony Bank, Greeley, Colorado -- to establish a branch at 35th Avenue and 37th 

Street, Evans.

- Approved, October 19, 2004 

Kansas City

(AC) = Addition or Correction Delegated - Page 2 of 8
H.2 Actions under delegated authority October 17, 2004 to October 23, 2004

Bank Holding Companies

Barclays PLC, London, England, Barclays Bank PLC, and Barclays Group US Inc., 

Wilmington, Delaware -- commenter's request to extend the comment period on the 

application to become bank holding companies and to acquire Juniper Financial Corp., 

Wilmington, Delaware, and Juniper Bank.

- Denied, October 18, 2004 

Secretary

Cass Information Systems, Inc., Bridgeton, Missouri -- to acquire assets of NTransit, 

Inc., Wellington, Kansas, and NTransit, LLC and thereby engage in data processing and 

management consulting activities.

- Approved, October 22, 2004 

St. Louis

Citigroup Inc., New York, New York -- request to extend the comment period on the 

application to acquire Citibank Texas, National Association, Bryan, Texas, to comment 

on Citigroup's response to previous comments.

- Denied, October 20, 2004 

Secretary

Citigroup Inc., New York, New York -- extension to October 25, 2004, to respond to 

public comments received on the application to acquire Citibank Texas, National 

Association, Bryan, Texas.

- Granted, October 20, 2004 

Secretary

Country Bancshares, Inc., Jamesport, Missouri -- to retain shares of Branson 

Bancshares, Inc., Branson, and thereby retain Branson Bank.

- Approved, October 19, 2004 

Kansas City

Eastern Bank Corporation, Boston, Massachusetts -- to merge with Plymouth Bancorp, 

Inc., Middleboro, and thereby acquire Plymouth Savings Bank, Wareham.

- Approved, October 19, 2004 

Boston

(AC) = Addition or Correction Delegated - Page 3 of 8
H.2 Actions under delegated authority October 17, 2004 to October 23, 2004

Bank Holding Companies

First Financial Bankshares, Inc., Abilene, Texas -- to acquire Southwestern Bancshares, 

Inc., Glen Rose, and thereby acquire Southwestern Delaware Financial Corporation, 

Wilmington, Delaware, and First National Bank, Glen Rose.

- Approved, October 20, 2004 

Dallas

Maries County Bancorp, Inc., Vienna, Missouri -- to acquire 10.9 percent of Lone 

Summit Bancorp, Inc., Lake Lotawana, and thereby acquire Lone Summit Bank.

- Approved, October 21, 2004 

St. Louis

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

Corporation the limited liability company interests of NuEdge Systems, LLC, Brookfield, 

and thereby engage in data processing activities.

- Approved, October 19, 2004 

Chicago

United Community Banks, Inc., Blairsville, Georgia -- to merge with Liberty National 

Bancshares, Inc., Conyers, and thereby acquire Liberty National Bank.

- Approved, October 19, 2004 

Atlanta

Wilber Co., Wilber, Nebraska, SSB Management LLC, and First National Johnson 

Bancshares, Inc., Johnson -- to acquire, directly and indirectly, Hickman Corporation, 

Hickman, and its subsidiary, First State Bank, Lincoln; to acquire, directly and indirectly, 

Yutan Bancorp., Inc., Yutan, and Bank of Yutan; to acquire, directly and indirectly, 

Yutan Insurance Agency and thereby engage in insurance agency activities; and for SSB 

Management LLC and First National Johnson Bancshares, Inc. to acquire additional 

shares of Wilber Co.

- Approved, October 20, 2004 

Kansas City

(AC) = Addition or Correction Delegated - Page 4 of 8
H.2 Actions under delegated authority October 17, 2004 to October 23, 2004

Competitive Factors Reports

Associated Bank, National Association, Green Bay, Wisconsin -- report on competitive 

factors of the proposed merger with First Federal Capital Bank, La Crosse.

- Submitted, October 19, 2004 

Chicago

Bank of the West, San Francisco, California -- report on competitive factors of the 

proposed merger with Community First National Bank, Fargo, North Dakota, 

Community First Bankshares, Inc., Community First Technologies, Inc., and Community 

First Financial, Inc.

- Submitted, October 18, 2004 

San Francisco

Bank of the West, San Francisco, California -- report on competitive factors of the 

proposed merger with Union Safe Deposit Bank, Stockton.

- Submitted, October 18, 2004 

San Francisco

BankFinancial Corporation, Burr Ridge, Illinois -- report on competitive factors of the 

proposed acquisition of BankFinancial, FSB.

- Submitted, October 19, 2004 

Chicago

First National Bank and Trust Company of the Treasure Coast, Stuart, Florida -- report 

on competitive factors of the proposed purchase of a branch of BankAtlantic, Vero 

Beach.

- Submitted, October 19, 2004 

Atlanta

Five Star Bank, Rocklin, California -- report on competitive factors of the proposed 

merger with Five Star Bank Natomas, Sacramento.

- Submitted, October 19, 2004 

San Francisco

(AC) = Addition or Correction Delegated - Page 5 of 8
H.2 Actions under delegated authority October 17, 2004 to October 23, 2004

Competitive Factors Reports

Fullerton Community Bank, Fullerton, California -- report on competitive factors of the 

proposed transfer of deposit liabilities and certain fixtures of the branch at 2291 West 

Malvern Avenue to Wescom Credit Union, Pasadena.

- Submitted, October 19, 2004 

San Francisco

Greene County Bank, Greeneville, Tennessee -- report on competitive factors of the 

proposed acquisition of certain assets and deposit liabilities of three Lawrence County 

branches of National Bank of Commerce, Memphis.

- Submitted, October 18, 2004 

Atlanta

Naugatuck Savings Bank, Naugatuck, Connecticut -- report on competitive factors of the 

proposed merger with a newly formed stock savings bank, also known as Naugatuck 

Savings Bank, in connection with its reorganization into a savings association mutual 

holding company, Nutmeg Financial MHC.

- Submitted, October 20, 2004 (AC)

Boston

Union Planters Bank, National Association, Memphis, Tennessee -- report on 

competitive factors of the proposed merger with Union Planters Bank of the Lakeway 

Area, Morristown.

- Submitted, October 21, 2004 

Atlanta

Wachovia Bank, National Association, Charlotte, North Carolina -- report on 

competitive factors of the proposed merger with SouthTrust Bank, Birmingham, Alabama.

- Submitted, October 19, 2004 

Richmond

Extensions Of Time

FNB Southeast, Reidsville, North Carolina -- extension of time to divest certain real 

estate.

- Granted, October 22, 2004 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 6 of 8
H.2 Actions under delegated authority October 17, 2004 to October 23, 2004

Extensions Of Time

Regions Bank, Birmingham, Alabama -- extension to November 21, 2005, to establish a 

branch on Debbie Lane and Highway 287, Mansfield, Texas.

- Granted, October 19, 2004 

Atlanta

Regions Bank, Birmingham, Alabama -- extension to November 18, 2005, to establish a 

branch at 877 Military Cutoff Road, Wilmington, North Carolina.

- Granted, October 19, 2004 

Atlanta

Regions Bank, Birmingham, Alabama -- extension to November 20, 2005, to establish a 

branch on Highway 181 near Interstate 10, Daphne.

- Granted, October 20, 2004 

Atlanta

SunTrust Bank, Atlanta, Georgia -- extension to January 5, 2006, to establish a branch at 

Lightner Road and James Madison Highway, Haymarket, Virginia.

- Granted, October 19, 2004 

Atlanta

International Operations

JPMorgan Chase Bank, New York, New York -- waiver of remainder of notification 

period to acquire the Edge and agreement corporations, Bank One International Holdings 

Corporation, Bank One International Corporation, and BIL International Holdings Inc.

- Granted, October 22, 2004 

Director, BS&R

Zions Bank International, Las Vegas, Nevada -- waiver of remainder of notification 

period to invest in Weather Xchange Limited, London, United Kingdom.

- Granted, October 22, 2004 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 7 of 8
H.2 Actions under delegated authority October 17, 2004 to October 23, 2004

Membership

Kaw Valley State Bank and Trust Company, Wamego, Kansas -- to become a member 

of the Federal Reserve System.

- Approved, October 20, 2004 

Kansas City

(AC) = Addition or Correction Delegated - Page 8 of 8
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, October 23, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

Roosevelt Trail, Windham, Maine.

Newspaper - N/Avail

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

Type Application

Ending date of

comment period

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

acquire 100% of the common stock of Eastern Wisconsin 

Bancshares, Inc., Howards Grove, Wisconsin

Newspaper - 11/21/2004

Fed Reg - N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, October 23, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

branch in Houston, Texas.

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

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

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

thereby indirectly acquire Banknorth, National Association, both 

of Portland, Maine.

Newspaper – 11/08/2004

Fed. Reg. – 11/15/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Other Foreign CLS Bank International, New York, New York, a Edge 

Corporation, to amend its articles of association, to increase the 

number of shares of outstanding capital stock.
Section V – Availability of CRA public evaluations

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

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

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, October 23, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) The Bancorp, Inc., Wilmington, Delaware to acquire 100 percent 

of the issued and outstanding shares of common stock of The 

Bancorp Bank, Wilmington, Delaware.

Newspaper - N/Avail

Fed Reg - 11/15/2004

3(a)(3) Abington Mutual Holdings Company, Jenkintown, PA, and 

Abington Community Bancorp, Inc., Jenkintown, PA, each to 

become a bank holding company in connection with the 

reorganization of Abington Savings Bank, Jenkintown, PA, from 

a state chartered mutual savings bank into a state chartered stock 

savings bank.

Newspaper - 11/11/2004

Fed Reg - 11/19/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, October 23, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Fifth Third Bank, Cincinnati, OH to establish a branch at 4515 

McCorkle Avenue, Charleston, WV.*

Newspaper - 10/19/2004

*Subject to the provisions of the Community Reinvestment Act

Section II – Applications subject to both newspaper and Federal Registe r notice

Type Application

Ending date of

comment period

CIC Notice of Change in Bank Control by Roger L. Moler and Janet 

L. Moler (collectively, "The Moler Family Control Group") to 

retain control of 10.20 percent of the outstanding shares of BNB 

Bancorp, Brookville, Ohio.

Newspaper - N/Avail

Fed Reg - 09/27/2004

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

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

the Bank Holding Company Act*.

Newspaper - N/Avail

Fed Reg - 11/19/2004

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

acquire 38% of the outstanding voting shares of Columbia 

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

Bank Holding Company Act and Peoples Community Bancorp, 

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

Peoples Community Bank, West Chester, OH, pursuant to 

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

Newspaper - N/Avail

Fed Reg - 10/29/2004

18(c), 3(a)(5), 

Branch

Sky Financial Group, Inc., Bowling Green, OH to acquire 100 

percent of the voting shares of Prospect Bancshares, Inc., 

Worthington, OH pursuant to Section 3(a)(5) of the Bank 

Holding Company Act and thereby acquire its wholly-owned 

subsidiary, Prospect Bank, Columbus, OH and Sky Bank, 

Salineville, OH to merge with and into Prospect Bank, 

Columbus, OH pursuant to Section 18(c) of the Federal Deposit 

Insurance Act and incident thereto establish branch offices 

pursuant to Section 9 of the Federal Reserve Act.*

Newspaper - 10/24/2004

Fed Reg - 10/22/2004

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

Type Application

Ending date of

comment period

4(c)(8) Tri-State 1st Banc, Inc., East Liverpool, Ohio, proposes to 

acquire MDH Investment Management, Inc., East Liverpool, 

Ohio, and engage in permissible investment advisory activities.

Fed Reg - 11/09/2004

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, October 23, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Notice of Change in Control filed by Mr. Ronald Beach, BMTW 

LLC, Annette Beach, Benjamin Beach, Hillary Beach, Linda 

Blunt, and Ruthen Hamilton, to control approximately 12.79% 

of the voting shares of Community First Financial Corporation, 

Lynchburg, Virginia.*

Fed Reg – 11/10/2004

Newspaper – N/Avail

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

390925 FNB Southeast 

202 South Main Street

Reidsville, North Carolina 27320

07/06/2004 10/20/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, October 23, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(5) GB&T Bancshares, Inc., Gainesville, Georgia, to merge with 

FNBG Bancshares, Inc., and thereby acquire its subsidia ry, First 

National Bank of Gwinnett, both of Duluth, Georgia.*

Newspaper - 11/12/2004

Fed Reg - 11/15/2004

3(a)(1) Heritage Mutual Corporation, Albany, Georgia, to become a 

bank holding company by acquiring 100 percent of the 

outstanding shares of HeritageBank of the South, Albany, 

Georgia.*

Newspaper - 10/29/2004

Fed Reg - 11/08/2004

3(a)(1) Heritage Financial, Inc., Albany, Georgia, to become a bank 

holding company by acquiring 100 percent of the outstanding 

shares of HeritageBank of the South, Albany, Georgia.*

Newspaper - 10/29/2004

Fed Reg - 11/09/2004

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

percent of the outstanding shares of Cohutta Banking Company 

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

Newspaper - N/Avail

Fed Reg: 10/28/2004

CIC Valley Bancshares, Inc., Russellville, Alabama, prior change in 

control notice by the Rogers Investments, LP, Russellville,

Alabama (Partnership), with Diane Rogers Barnes, Marietta,

Georgia, and Robert Isaac Rogers, Jr., Russellville, Alabama, as 

general partners of Partnership, to acquire 44.13 percent of the 

outstanding shares of Valley Bancshares, Inc., and its subsidiary, 

Valley State Bank, both of Russellville, Alabama.

Newspaper - N/Avail

Fed Reg - 10/26/2004

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

Type Application

Ending date of

comment period

None

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

Type Application

3(a)(1) Sunshine Bankshares, Inc., Port Orange, Florida, notice to 

become a bank holding company by acquiring 100 percent of the 

outstanding shares of Sunshine State Community Bank, Port 

Orange, Florida.

Section V – Availability of CRA public evaluations

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

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

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, October 23, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

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

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

800 North Haven, Ontario, California.*

Newspaper – N/Avail

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

purchase the assets and assume the liabilities of the branch 

located at 1110 Maple, Mundelein, Illinois, from Northview 

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

branch at 1110 Maple, Mundelein, Illinois.*

Newspaper – N/Avail

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

purchase the assets and assume the liabilities of the two 

branches located at 245 Waukegan Road, Northfield, Illinois, 

and 1751 Orchard Lane, Northfield, Illinois, from Northview 

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

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

Orchard Lane, Northfield, Illinois.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

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

percent of the voting shares of Capitol Development Bancorp 

Limited I, Lansing, Michigan, and thereby indirectly control 

Bank of Michigan (in organization), Farmington Hills, 

Michigan, and by Capitol Development Bancorp Limited I, 

Lansing, Michigan, to become a bank holding company by 

acquiring 51 percent of the voting shares of Bank of Michigan 

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

Fed Reg – N/Avail

Newspaper – N/Avail

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

become a bank holding company by acquiring 80 percent of the 

voting shares of LSB Holding Company, Livingston, Wisconsin, 

and thereby indirectly acquire Livingston State Bank, 

Livingston, Wisconsin.*

Fed Reg – 11/12/2004

Newspaper – N/Avail
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

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

Anne Ritchey, Shenandoah, Iowa, and Michael Bauer, 

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

common stock and 96.0 percent of the preferred stock of CNB 

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

Bank of Shenandoah, Shenandoah, Iowa.

Fed Reg –11/05/2004

Newspaper – N/Avail

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

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

Iowa, and thereby indirectly acquire West Liberty State Bank, 

West Liberty, Iowa.*

Fed Reg – 11/01/2004

Newspaper – N/Avail

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

bank holding company by acquiring 100 percent of First State 

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

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

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

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

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

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

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

Fed Reg – 11/22/2004

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Marshall & Isley Corporation, Milwaukee, Wisconsin, to 

acquire, indirectly through its wholly-owned subsidiary, 

Metavante Corporation, 100 percent of the outstanding capital 

stock of VECTORsgi Holdings, Inc., Addison, Texas, and 

indirectly acquire VECTORsgi, Inc., Addison, Texas, and 

thereby engage in data processing activities and management 

consulting activities.

Fed Reg – 11/12/2004

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

312244 First Bank of Berne

102 W. Main Street

Berne, Indiana 46711

(260) 589-2151

03/22/2004 10/12/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, October 23, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3A1 FCB Financial Services, Inc., Marion, Arkansas, to become a 

bank holding company by acquiring 100 percent of First 

Community Bank of Eastern Arkansas, Marion, Arkansas.

(Previously reported during the week ended October 16, 2004)*

Newspaper – 11/15/2004

Fed Reg – 11/15/2004

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

holding company by acquiring 100 percent of Middleburg 

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

acquire Farmers Deposit Bank, Middleburg, Kentucky.

Newspaper – N/Avail

Fed Reg – 11/19/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

973056 Bank of Hillsboro

Hillsboro, Missouri 07/06/2004 10/209/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, October 23, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

merge with Red Cedar Bank, National Association, Boyceville, 

Wisconsin, and thereby establish branches at 715 Highway 79, 

Boyceville, Wisconsin, and 1428 North Broadway, Menomonie, 

Wisconsin.*

Newspaper-N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

CIC Notice by Bradley E. Bakken, St. Louis Park, Minnesota, to gain 

control of Bakken Securities, St. Louis Park, Minnesota, and 

thereby indirectly gain control of Citizens Independent Bank, St. 

Louis Park, Minnesota.

Fed Reg-11/09/2004

Newspaper-N/Avail

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

a bank holding company by acquiring 100 percent of Deuel 

County National Bank, Clear Lake, South Dakota.*

Fed Reg-11/08/2004

Newspaper-11/06/2004

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

100 percent of the voting shares of Clarkfield Holding 

Company, Clarkfield, Minnesota, and thereby indirectly acquire 

Farmers and Merchants State Bank of Clarkfield, Clarkfield, 

Minnesota.*

Fed Reg-N/Avail

Newspaper-N/Avail

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

bank holding company by acquiring 100 percent of 

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

Fed Reg-11/15/2004

Newspaper-11/08/2004

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

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, October 23, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Citizens Security Bank and Trust Company, Bixby, Oklahoma, 

to merge with Citizens Bank & Trust Company, Okmulgee, 

Oklahoma, and incident thereto, to establish four branches 

located at 101 E. Sixth Street, Okmulgee, Oklahoma; 3801 W. 

Okmulgee, 2401 E. Hancock, and 401 North Main Street, all in 

Muskogee, Oklahoma.

Newspaper - 11/20/2004

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

Type Application

Ending date of

comment period

3(a)(1) Young Corporation, Chillicothe, Missouri, to become a bank 

holding company through the indirect retention of 20.34 percent 

of the voting shares of Citizens Bancshares Co., Chillicothe, 

Missouri, parent of Citizens Bank & Trust Company, 

Chillicothe, Missouri.

Newspaper - 11/15/2004

Fed Reg - 11/15/2004

3(a)(1) Young Partners, L.P., Chillicothe, Missouri, to become a bank 

holding company through the direct retention of 20.34 percent of 

the voting shares of Citizens Bancshares Co., Chillicothe, 

Missouri, parent of Citizens Bank & Trust Company, 

Chillicothe, Missouri.

Newspaper - 11/15/2004

Fed Reg - 11/15/2004

3(a)(3) Citizens Bancshares Co., Chillicothe, Missouri, to acquire 12 

percent of the voting shares of First Community Bancshares, 

Inc., Overland Park, Kansas, parent of First Community Bank, 

Lee's Summit, Missouri.

Newspaper - 11/15/2004

Fed Reg - 11/15/2004

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

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

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

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

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

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

Newspaper - N/Avail

Fed Reg - N/Avail
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Investment in 

Bank Premises

Citizens Security Bank and Trust Company, Bixby, Oklahoma, 

to increase its investment in bank premises.

Section V – Availability of CRA public evaluations

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

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

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, October 23, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, October 23, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Franklin Resources, Inc., San Mateo, California, to acquire 14 

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

Colorado, and thereby indirectly acquire Centennial Bank of the 

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

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

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

Collegiate Peaks Bank, Buena Vista, Colorado.*

Newspaper – N/Avail

Fed Reg – 11/15/2004

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

3(a)(5)(c) Idaho Bancorp, Boise, Idaho, to become a bank holding 

company by acquiring 100 percent of Idaho Banking Company, 

Boise, Idaho.
Section V – Availability of CRA public evaluations

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

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

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None