Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 11

Week Ending March 13, 2004

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions March 7, 2004 to March 13, 2004

Bank Holding Companies

Bank of America Corporation, Charlotte, North Carolina -- to merge with FleetBoston 

Financial Corporation, Boston, Massachusetts, and thereby acquire Fleet National Bank, 

Providence, Rhode Island; and Fleet Maine, National Association, South Portland, Maine.

- Approved, March 8, 2004 

Regulations And Policies

Interagency Guidance on Unfair or Deceptive Acts or Practices by State-Chartered 

Banks -- joint issuance, with the Federal Deposit Insurance Corporation, of guidance 

outlining standards used to determine when acts or practices by state-chartered banks are 

unfair or deceptive.

- Approved, March 9, 2004 

Enforcement

Credit Agricole, S.A., Paris, France, its Paris affiliates, Credit Agricole Indosuez and 

Credit Lyonnais, S.A.; its New York offices and affiliates; and the New York branches 

of Credit Agricole Indosuez and Credit Lyonnais, S.A. -- issuance, jointly with the New 

York State Banking Department, of a cease and desist order and order of assessment of 

a civil money penalty and monetary payment.

- Announced, March 10, 2004 

(AC) = Addition or Correction Board - Page 1 of 1
March 7, 2004 to March 13, 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

Arvest Bank, Fayetteville, Arkansas -- to establish a branch at 10615 East 81st Street, 

Tulsa, Oklahoma.

- Approved, March 8, 2004 

St. Louis

Bank of St. Petersburg, St. Petersburg, Florida -- to establish a branch at 201 North 

Franklin Street, Suite 100, Tampa.

- Approved, March 9, 2004 

Atlanta

Belgrade State Bank, Belgrade, Missouri -- to establish a drive-up branch at 801 East 

High Street, Potosi.

- Approved, March 10, 2004 

St. Louis

Farmers & Merchants Bank, Crescent, Oklahoma -- to establish a branch at 2211 South 

Division Street, Guthrie, and to increase its investment in bank premises.

- Approved, March 8, 2004 

Kansas City

JPMorgan Chase Bank, New York, New York -- to establish a branch at 925 Highway 

6, Sugarland, Texas.

- Approved, March 12, 2004 

New York

Monarch Bank, Chesapeake, Virginia -- to establish a branch at 318 West 21st Street, 

Norfolk.

- Approved, March 10, 2004 

Richmond

RBC Centura Bank, Rocky Mount, North Carolina -- to establish a branch at 1700 East 

Mitchell Hammock Road, Oviedo, Florida.

- Approved, March 10, 2004 

Richmond

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority March 7, 2004 to March 13, 2004

Bank Branches, Domestic

Regions Bank, Birmingham, Alabama -- to establish a branch at 5251 Westheimer Road, 

Suite 175, Houston, Texas.

- Approved, March 11, 2004 

Atlanta

Salin Bank and Trust Company, Indianapolis, Indiana -- to establish a branch at 324 East 

State Street, Fort Wayne.

- Approved, March 11, 2004 

Chicago

Bank Holding Companies

American Bank Incorporated, Allentown, Pennsylvania -- to acquire shares of PSB 

Bancorp, Inc., Philadelphia.

- Approved, March 11, 2004 

Philadelphia

Citizens Bancshares, Inc., Bluffton, Ohio -- to become a bank holding company through 

the acquisition of The Citizens National Bank.

- Withdrawn, March 9, 2004 

Cleveland

First Commonwealth Financial Corporation, Indiana, Pennsylvania -- to acquire GA 

Financial, Inc., Pittsburgh.

- Approved, March 11, 2004 

Cleveland

Firstrust Corporation, New Orleans, Louisiana -- to acquire FBT Advisors, Inc. and 

thereby engage in financial and investment advisory activities; and to acquire FBT 

Investments, Inc. and thereby engage in agency transactional services for customer 

investments.

- Approved, March 11, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority March 7, 2004 to March 13, 2004

Bank Holding Companies

Hancock Holding Company, Gulfport, Mississippi -- to acquire Hancock Bank of 

Florida, Tallahassee, Florida, a de novo bank.

- Approved, March 11, 2004 

Atlanta

Maximum Bancshares, Inc., Huxley, Iowa -- to become a bank holding company through 

the acquisition of First State Bank.

- Approved, March 12, 2004 

Chicago

Mountain West Financial Corp., Helena, Montana -- to engage in extending credit and 

servicing loans.

- Approved, March 8, 2004 

Minneapolis

Peoples State Bancshares, Inc., Tulsa, Oklahoma -- to become a bank holding company 

through the acquisition of Peoples State Bank.

- Approved, March 10, 2004 

Kansas City

South Dakota Bancshares, Inc., Pierre, South Dakota -- to make an investment in SDBS 

Reinsurance Limited, Grand Turk, Turks & Caicos Islands, a de novo company.

- Approved, March 10, 2004 

Director, BS&R

South Dakota Bancshares, Inc., Pierre, South Dakota -- to establish SDBS Reinsurance 

Limited, Grand Turk, Turks & Caicos Islands, and thereby engage in underwriting credit 

life and credit accident and health insurance reinsurance.

- Approved, March 10, 2004 

Minneapolis

Tolleson Wealth Management, Inc., Dallas, Texas, and Tolleson Wealth Management of 

Delaware, Inc. -- to become bank holding companies through the acquisition of Tolleson 

Private Bank; and to engage in nonbanking activities through the acquisition of TTG 

Services, Inc., Tolleson Private Wealth Management, LP, and Tolleson Funding LP.

- Approved, March 8, 2004 

Dallas

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority March 7, 2004 to March 13, 2004

Bank Holding Companies

Yellowstone Trail Bancorporation, Ipswich, South Dakota -- to acquire the insurance 

agency assets of Ipswich State Bank and to engage through a de novo subsidiary, YTB 

Insurance, Inc., in insurance agency activities in a town with a population less than 5,000.

- Approved, March 8, 2004 

Minneapolis

Bank Mergers

Compass Bank, Birmingham, Alabama -- to merge with Guaranty National Bank of 

Tallahassee, Tallahassee, Florida.

- Withdrawn, March 9, 2004 

Atlanta

SouthTrust Bank, Birmingham, Alabama -- to merge with FloridaFirst Bank, Lakeland, 

Florida.

- Application Not Withdrawn, March 5, 2004 (AC)

Atlanta

Tradition Bancshares, Inc., Houston, Texas -- to acquire additional shares of Katy Bank, 

N.A., Katy; and for Tradition Bank, Houston, to merge with Katy Bank, N.A., Katy, 

and establish branches at 2117 Fry Road and 701 Pin Oak Street.

- Approved, March 10, 2004 

Dallas

Change In Bank Control

First National Bancshares of Hico, Inc., Hico, Texas -- change in bank control.

- Permitted, March 12, 2004 

Dallas

Royal Bancshares of Pennsylvania, Inc., Narberth, Pennsylvania -- to retain control of 

Royal Bancshares of Pennsylvania.

- Permitted, March 12, 2004 

Philadelphia

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority March 7, 2004 to March 13, 2004

Change In Bank Control

Sunset Bancorp, Inc., Sunset, Louisiana -- to retain control of Sunset Bancorp and its 

subsidiary, Bank of Sunset and Trust Company.

- Permitted, March 11, 2004 

Atlanta

Competitive Factors Reports

The Bank of New York, New York, New York -- report on competitive factors of the 

proposed merger with J.P. Morgan Trust Company of New York.

- Submitted, March 11, 2004 

New York

Citizens National Bank of Berkeley Springs, Berkeley Springs, West Virginia -- report on 

competitive factors of the proposed acquisition of certain assets and assumption of certain 

liabilities of the Hancock, Maryland, branch of The Fidelity Bank, Cumberland, and 

Farmers & Mechanics Bank, Frederick.

- Submitted, March 12, 2004 

Richmond

County Bank, Rehoboth Beach, Delaware -- report on competitive factors of the 

proposed merger with First Option Merger Company.

- Submitted, March 10, 2004 

Philadelphia

Gainesville Bank & Trust, Gainesville, Georgia -- report on competitive factors of the 

proposed merger with Lumpkin County Bank, Dahlonega.

- Submitted, March 10, 2004 

Atlanta

Provident Bank of Maryland, Baltimore, Maryland -- report on competitive factors of the 

proposed merger with Southern Financial Bank, Warrenton, Virginia.

- Submitted, March 8, 2004 

Richmond

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority March 7, 2004 to March 13, 2004

Competitive Factors Reports

Summit Bank, National Association, Fort Worth, Texas -- report on competitive factors 

of the proposed merger with Arlington National Bank, Arlington.

- Submitted, March 9, 2004 

Dallas

TriStar Bank, Dickson, Tennessee -- report on competitive factors of the proposed 

acquisition of certain assets and assumption of deposit liabilities of the Dickson County 

branch of National Bank of Commerce, Memphis.

- Submitted, March 10, 2004 

Atlanta

Extensions Of Time

Community Guaranty Corporation, Plymouth, New Hampshire -- extension to June 12, 

2004, to become a bank holding company through the acquisition of Community 

Guaranty Savings Bank.

- Granted, March 8, 2004 

Boston

First State Bank N.M., Taos, New Mexico -- extension to July 2, 2004, to establish a 

branch at 100 North Guadalupe Street, Santa Fe.

- Granted, March 11, 2004 

Kansas City

State Street Bank and Trust Company, Boston, Massachusetts -- extension to January 

2005 to make an investment in its Edge and agreement corporation subsidiaries.

- Granted, March 12, 2004 

Boston

Valley Financial Group, Ltd., Saginaw, Michigan -- extension to July 5, 2004, to become 

a bank holding company through the acquisition of 1st State Bank, a de novo bank.

- Granted, March 11, 2004 

Chicago

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority March 7, 2004 to March 13, 2004

International Operations

U.S. Bank National Association, Cincinnati, Ohio -- to establish NOVA European 

Holdings Company, Atlanta, Georgia, as an agreement corporation.

- Approved, March 12, 2004 

Director, BS&R

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

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, March 13, 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

CC David W. Wallace - notification to retain 10.004% and acquire 

up to 15% of the outstanding shares of the common stock of 

Washington Trust Bancorp, Inc., Westerly, Rhode Island

Newspaper – 03/25/2004

Fed Reg – 03/30/2004

3(a)(1) Collinsville Savings Mutual Holding Company, Collinsville, 

Connecticut - application to acquire Collinsville Savings 

Society, Collinsville, Connecticut

Newspaper – 04/09/2004

Fed Reg – 04/09/2004

3(a)(3)/3(a)(5) Seacoast Financial Services, New Bedford, Massachusetts - to 

acquire Abington Bancorp, Inc., Weymouth, Massachusetts and 

its wholly-owned subsidiary, Abington Savings Bank, Abington, 

Massachusetts

Newspaper – 04/02/2004

Fed Reg – 04/02/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, March 13, 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 Mariners Bancorp, Edgewater, New Jersey, to become a onebank holding company, by acquiring Mariner’s Bank, 

Edgewater, New Jersey.

Newspaper – N/Avail 

Fed Reg – 04/12/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

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, March 13, 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) CORRECTION: CB Financial Corp, Rehoboth Beach, 

Delaware to become a bank holding company by acquiring 100 

percent of County Bank, Rehoboth Beach, Delaware.

Newspaper – 03/29/2004

Fed Reg – 04/01/2004

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, March 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

*Branch Sky Bank, Salineville, Ohio to establish branch facilities at 7551 

Secor Road, Lambertville, Michigan.

Newspaper – 03/09/2004

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

*3(a)(3) & 3(a)(5) Applications by Fifth Third Bancorp and Fifth Third Financial 

Corporation, its wholly-owned subsidiary, both of Cincinnati, 

Ohio, to acquire Franklin Financial Corporation and its sole 

subsidiary bank, Franklin National Bank, both of Franklin, 

Tennessee.

Newspaper – N/Avail 

Fed Reg – N/Avail

*Branch Fifth Third Bank, Cincinnati, Ohio to establish a branch facility 

at 380 East Main Street, Hendersonville, Tennessee.

Newspaper – N/Avail 

Fed Reg – N/Avail

*3(a)(5) & 4(c)(8) National City Corporation, Cleveland, Ohio, to acquire 100 

percent of Provident Financial Group, Inc., Cincinnati, Ohio and 

thereby indirectly acquire Provident Bank, Cincinnati, Ohio.

Newspaper – 03/22/2004

Fed Reg – 03/19/2004

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, March 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Congressional Bank, Potomac, Maryland, to provide a courier 

service to pick up noncash deposits from business customers at 

various locations in Rockville and Montgomery County, 

Maryland, and in the District of Columbia.

Newspaper – 03/30/2004

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

Type Application

Ending date of

comment period

3(a)(5) Union Bankshares Corporation, Bowling Green, Virginia, to 

merge with Guaranty Financial Corporation, Charlottesville, 

Virginia.*

Fed Reg – 04/05/2004 

Newspaper – 03/19/2004

CIC Change in Control notices filed by Ronald Thomas Beach and 

John Leigh Wynn to retain shares of Community First Financial 

Corporation, Lynchburg, Virginia.*

Fed Reg – N/Avail 

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

3(a)(1) Southern Community Financial Corp., Midlothian, Virginia, to 

become a bank holding company through the acquisition of 

100% of the voting shares of Southern Community Bank & 

Trust, Midlothian, Virginia.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, March 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch AmSouth Bank, Birmingham, Alabama, to establish a branch 

located at 1567 Main Street, Sarasota, Florida, to be known as 

the Downtown Sarasota Branch.*

Newspaper – 03/23/2004

Branch AmSouth Bank, Birmingham, Alabama, to establish a branch 

located at 2405 W. Swann Avenue, Tampa, Florida, to be known 

as the Hyde Park Branch.*

Newspaper – N/Avail

Branch AmSouth Bank, Birmingham, Alabama, to establish a branch 

located at 2559 Bert Kouns Industrial Loop, Shreveport, 

Louisiana, to be known as the Mansfield Road Branch.*

Newspaper – N/Avail

Branch AmSouth Bank, Birmingham, Alabama, to establish a branch 

located at 1735 E. Nine Mile Road, Pensacola, Florida, to be 

known as the University of West Florida Branch.*

Newspaper – N/Avail

Branch First Southern Bank, Boca Raton, Florida, to establish a branch 

located at 900 N. Federal Highway, Boca Raton, Florida.*

Newspaper – N/Avail

Branch Regions Bank, Birmingham, Alabama, to establish a branch 

located at 2900 Highway 280, Suite 100, Birmingham, 

Alabama.*

Newspaper – N/Avail

Branch SouthTrust Bank, Birmingham, Alabama, to establish a branch 

located at 12253 West Linebaugh Avenue, Tampa, Florida, to be 

known as the Westchase Office.*

Newspaper – 03/18/2004

Branch Bank Independent, Sheffield, Alabama, to establish a branch 

located at 303 Beltline Place, Unit E, Decatur, Alabama.*

Newspaper – 03/12/2004

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) BankEast Corporation, Knoxville, Tennessee, to become a bank 

holding company by acquiring 100 percent of the outstanding 

shares of The Citizens Bank of Gainesboro, Gainesboro, 

Tennessee.*

Newspaper – 03/25/2004

Fed Reg – 04/05/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Evergreen Bancshares, Inc., Change in control notice by Mr. 

Jimmy Loyd Hatcher and Mr. Samuel T. Hatcher, both of 

Bristol, Florida, to acquire 51 percent of the outstanding shares 

of Evergreen Bancshares, Inc., and Guaranty National Bank, 

both of Tallahassee, Florida.

Newspaper – N/Avail

Fed Reg – N/Avail

CIC Executive Banking Corporation, Miami, Florida, after-the-fact 

change in control notice by Carlos Alejandro Safie, Pinecrest, 

Florida, to retain 88.55 percent of the voting shares of Executive 

Banking Corporation, along with its subsidiary, Executive 

National Bank, both of Miami, Florida.

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(1) Farmers Bancorp, Inc., Lynchburg, Tennessee, to become a bank 

holding company by acquiring 100 percent of the outstanding 

shares of The Farmers Bank of Lynchburg, Lynchburg, 

Tennessee.*

Newspaper – 04/05/2004

Fed Reg – 04/05/2004

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

Southern Heritage Bancorp, Inc., and thereby acquire its 

subsidiary, Southern Heritage Bank, both of Oakwood, 

Georgia.*

Newspaper – 03/21/2004

Fed Reg – 03/22/2004

3(a)(1) Naples Bancorp, Inc., Naples, Florida, to become a bank holding 

company by acquiring 100 percent of the outstanding shares of 

Bank of Naples, Naples, Florida.* 

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(1) Parish National Corporation, Covington, Louisiana, to become a 

bank holding company by acquiring 100 percent of the 

outstanding shares of Parish National Bank, Bogalusa, 

Louisiana.*

Newspaper – N/Avail

Fed Reg – N/Avail

*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 Fe deral 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 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, March 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18C & Branches Harris Trust and Savings Bank, Chicago, Illinois, to merge with 

Harris Bank Round Lake Heights,Round Lake Heights, Illinois, 

and thereby to establish branch facilities to be located at 935 

West Rollins Road, Round Lake Heights, Illinois, and 1310 

South Route 12, Fox Lake, Illinois.*

Newspaper – 04/05/2004

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

establish a branch facility to be located at 5504 West Bell Road, 

Glendale, Arizona.*

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) Bank of Montreal, Montreal, Canada; Harris Financial Corp., 

Chicago, Illinois; and Harris Bankcorp, Inc., Chicago, Illinois, to 

acquire 100 percent of New Lenox Holding Company, New 

Lenox, Illinois, and thereby indirectly acquire NLSB, New 

Lenox, Illinois.*

Fed Reg – N/Avail

Newspaper – 04/05/2004

CIC Notice by John R. Barlow, Mound, Minnesota and Cinda Mae 

Classon, Dows, Iowa, to each retain 26.16 percent of the voting 

shares of Barlow Banking Corporation, Iowa Falls, Iowa, and 

thereby indirectly acquire Iowa Falls State Bank, Iowa Falls, 

Iowa.

Fed Reg – 03/04/2004

Newspaper – N/Avail

3(a)(3) Grant County State Bancshares, Inc. Employees Stock 

Ownership Plan, Swayzee, Indiana, to acquire up to 35.26 

percent of the voting common stock of Grant County State 

Bancshares, Inc., Swayzee, Indiana, and thereby indirectly 

increase its control of Grant County State Bank, Swayzee, 

Indiana.*

Fed Reg – 04/05/2004

Newspaper – 03/22/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(3) Heartland Financial USA, Inc., Dubuque, Iowa, to acquire 100 

percent of Rocky Mountain Bancorporation, Inc., Billings, 

Montana, and thereby indirectly acquire 100 percent of Rocky 

Mountain Bank, Billings, Montana.*

Fed Reg – 04/05/2004

Newspaper – 03/31/2004

3(a)(3) & 4(c)(8) MB Financial, Inc., Chicago, Illinois, to acquire 100 percent of 

the voting shares of First Security Fed Financial, Inc., Chicago, 

Illinois, and thereby indirectly acquire First Security Federal 

Savings Bank, Chicago, Illinois.*

Fed Reg – 04/05/2004

Newspaper – N/Avail

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

a bank holding company by acquiring 100 percent of the voting 

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

Illinois.*

Fed Reg – 04/08/2004

Newspaper – N/Avail

CIC Notice by Christine V. Lake, Brookfield, Wisconsin, to acquire 

more than 10 percent of the outstanding voting shares of 

Ridgestone Financial Services, Inc., Brookfield, Wisconsin, and 

thereby indirectly acquire Ridgestone Bank, Brookfield, 

Wisconsin.

Fed Reg – 04/01/2004

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

4(c)(8) Blairstown Bancorp, Inc., Blairstown, Iowa, to engage denovo in 

extending credit and servicing loans.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, March 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch First Security Bank of Conway, Conway, Arkansas, to establish 

a branch facility to be located at 1137 Main Street, Vilonia, 

Arkansas.*

Newspaper – 03/15/2004

Branch Patriot Bank, Millington, Tennessee, to establish a branch 

facility to be located at 101 E. Pleasant Avenue, Covington, 

Tennessee.*

Newspaper – 03/18/2004

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3A1 ESB Bancorp, Inc., Elberfeld, Indiana, to become a bank 

holding company by acquiring 100 percent of The Elberfeld 

State Bank, Elberfeld, Indiana. (Previously submitted during the 

week ending March 6, 2004.)*

Newspaper – 04/12/2004

Fed Reg – 04/08/2004

3A3 The Templar Fund, Inc., St. Louis, Missouri, to acquire an 

additional 7.48 percent, for total ownership of 42.04 percent, of 

Truman Bancorp, Inc., St. Louis, Missouri, and thereby 

indirectly acquire Truman Bank, St. Louis, Missouri.*

Newspaper – 03/31/2004

Fed Reg – 04/01/2004

3A3 FSB Bancshares, Inc., Henderson, Tennessee, to acquire up to 

35 percent of Merchants and Planters Bancshares, Inc., Toone, 

Tennessee, and thereby indirectly acquire Merchants and 

Planters Bank, Toone, Tennessee. (Previously submitted during 

the week ending March 6, 2004.)*

Newspaper – 04/18/2004

Fed Reg – 04/05/2004

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, March 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch First Community Bank, Glasgow, Montana, to establish a de 

novo branch facility to be located at 2965 Prospect Avenue, 

Helena, Montana.*

Newspaper – 03/26/2004

Branch Pioneer Bank, Mapleton, Minnesota, to establish a branch 

facility to be located 15 miles from the main office at Stadium 

Road, Mankato, Minnesota.*

Newspaper – 03/13/2004

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

CIC Notice by Anchor Bancorp, Inc. Voting Preferred Stock Trust 

No. 1, Wayzata, Minnesota and Anchor Bancorp, Inc. Voting 

Preferred Stock Trust No. 2, Wayzata, Minnesota; Jacqueline D. 

Becklund, William J. Berens, Richard D. Bliss, Carl W. Jones, 

Christopher W. Jones, Richard A. McMahon, Helen J. Warren, 

and Wendy J. Zehngebot, as trustees of each trust as a group 

acting in concert, to gain control of Anchor Bancorp, Inc., 

Wayzata, Minnesota.

Fed Reg – 03/22/2004

Newspaper – 03/09/2004

3(a)(3) Forstrom Bancorporation, Inc., Clara City, Minnesota, proposes 

to acquire 100% of the voting shares of First State Agency of 

Lake Lillian, Inc., Lake Lillian, Minnesota, and thereby 

indirectly acquire First State Bank, Lake Lillian, Lake Lillian, 

Minnesota.*

Fed Reg – 03/08/2004

Newspaper – 03/12/2004

3(a)(3) First Holding Company of Cavalier, Inc., Cavalier, North 

Dakota proposes to acquire 100% of the voting shares of Argyle 

Financial Services, Inc., Argyle, Minnesota, and thereby 

indirectly acquire Argyle State Bank, Argyle, Minnesota.*

Fed Reg – 04/12/2004

Newspaper – 04/03/2004

*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) Parkers Prairie Bancshares, Inc., Parkers Prairie, Minnesota to 

acquire 100% of Waubun Insurance Agency, Waubun, 

Minnesota.

Fed Reg – 04/01/2004

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 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, March 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch The Guarantee State Bank, Lawton, Oklahoma, to establish a 

branch at 702 N.W. Sheridan Road, Lawton, Oklahoma.

Newspaper – 03/19/2004

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

Type Application

Ending date of

comment period

3(a)(1) First Southwest Bancorporation, Inc., Alamosa, Colorado, to 

become a bank holding company through the acquisition of 100 

percent of the voting shares of First Southwest Bank, Alamosa, 

Colorado (in organization).

Newspaper – 04/06/2004

Fed Reg – 04/09/2004

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

955959 Security State Bank

201 S. 4th

Basin, Wyoming 82410

12/08/2003 03/08/2004 S X

662350 Wahoo State Bank

164 E. Fifth Street

Wahoo, Nebraska 68066-1923

12/08/2003 03/08/2004 S X

979151 Auburn State Bank

1212 J Street

Auburn, Nebraska 68305-0328

12/08/2003 03/08/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, March 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18C Memphis State Bank, Memphis, TX, to acquire a branch of First 

Bank & Trust Company, Lubbock, TX*

Newspaper – N/Avail

Branch Memphis State Bank, Memphis, TX, to establish a branch at 211 

Main Street, White Deer, TX 78097*

Newspaper – N/Avail

Branch Sun Bank, Sunray, TX, to establish a branch at 416 Main Street, 

Sunray, TX 79086* 

Newspaper – 03/22/2004

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

CIC Mr. Gary A. Messersmith, Houston, TX, et al, to acquire an 

interest in First Community Bancshares, Inc., Houston, TX

Fed Reg – 03/29/2004

Newspaper – N/Avail

3(a)(3) International Bancshares Corporation, Laredo, TX, to acquire 

Local Financial Corporation, Oklahoma City, OK, and indirectly 

acquire Local Oklahoma Bank, Oklahoma City, OK*

Fed Reg – N/Avail

Newspaper – N/Avail 

CIC Mr. Edward B. Baker, Nacogdoches, TX, et al, to acquire an 

interest in Nacogdoches Commercial Bancshares, Inc., 

Nacogdoches, TX (previously reported the week ending March 

6, 2004)

Fed Reg – 03/26/2004

Newspaper – 03/15/2004

3(a)(3) Summit Bancshares, Inc., Fort Worth, TX, to acquire

ANB Financial Corporation, Arlington, TX, and indirectly 

acquire ANB Delaware Financial Corporation, Dover, DE, and

Arlington National Bank, Arlington, TX* (previously reported 

the week ending March 6, 2004)

Fed Reg – 04/01/2004

Newspaper – 03/29/2004

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

Type Application

Ending date of

comment period

None

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

Type Application

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, March 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18C Branch Hanmi Bank, Los Angeles, California, to merge with Pacific 

Union Bank, Los Angeles, California, and thereby acquire 12 

branch offices of Pacific Union Bank, all located in California.*

Newspaper – N/Avail 

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Wilshire Bancorp, Inc., Los Angeles, California, to become a 

bank holding company by acquiring 100 percent of Wilshire 

State Bank, Los Angeles, California.*

Newspaper – 03/27/2004

Fed Reg – 04/05/2004

* 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