Farmers and Merchants Bank
of Stanley

Main Street

Stanley, Virginia 22851

Peoples Bank of Virginia
9970 Iron Bridge Road
Chesterfield, Virginia 23832-6436

10-21-96

10-28-96

Outstanding

Satisfactory


FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN

APPLICATIONS AND NOTIFICATIONS APPROVED DURING THE WEEK OF JANUARY 13, 1997

APPLICATION

Section 3(a)(1) application by

First Live Oak Bancshares, Inc., Three Rivers, TX, to acquire
First Live Oak Delaware Bancshares, Inc., Dover, DE, and
First State Bank, Three Rivers, TX

Section 3(a)(1) application by
First Live Oak Delaware Bancshares, Inc., Dover, DE, to acquire
First State Bank, Three Rivers, TX

Section 3(a)(1) application by

Rotan Bancshares, Inc., Rotan, TX, to acquire
Rotan Delaware Bancshares, Inc., Dover, DE. and
First National Bank, Rotan, TX

Section 3(a)(1) application by
Rotan Delaware Bancshares, Inc., Dover, DE, to acquire
First National Bank, Rotan, TX

Change in Control Notice by

Hilmar D. Blumberg Trust, Joe H. Bruns, Trustee, Seguin,
TX, Edward A. Blumberg Trust, Joe H. Bruns, Trustee, Seguin,
TX, and Carla A. Blumberg Trust, Joe H. Bruns, Trustee,
Seguin, TX, to acquire an interest in Blumberg BancUnits,
L.P., Seguin, TX

Change in Control Notice by

Edward A. Blumberg Trust, Joe H Bruns, Trustee, Seguin, TX,
Hilmar D. Blumberg Trust, Joe H. Bruns, Trustee, Seguin, TX,
Carla A. Blumberg Trust, Joe H. Bruns, Trustee, Seguin, TX,
Edward A. Blumberg, Seguin, TX, Vanessa N. Blumberg Trust,
Edward A. and Irma Blumberg, Trustees. Joseph D. Blumberg
Trust, Edward A. and Irma Blumberg, Trustees, Hilmar D.
Blumberg, Seguin, TX, Roland B. Blumberg Trust, Hilmar D.
and Kaaren Blumberg, Trustees, Jordan T. Blumberg Trust,
Hilmar D. and Kaaren Blumberg, Trustees, to acquire an

DATE

97/01/14

97/01/14

97/01/14

97/01/14

97/01/15


SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
Identification of Ratings

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

Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of ascertaining and helping to meet

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

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

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

CRA Public CRA
Bank/Location Exam Date —Date_ —Rating__
Ark Valley Industrial Bank 10/21/96 01/14/97 Outstanding
P.O. Box 930
La Junta, Colorado 81050-0930
First Security Bank 10/07/96 01/14/97 Satisfactory

P.O. Box 277
Craig, Colorado 81626-0277

*Application is subject to CRA.



FEDERAL RESERVE BANK OF PHILADELPHIA



Pinnacle Bancshares, Inc. 01-17-97
Jasper, Alabama
1-BHC formation, Pinnacle Bank, Jasper, Alabama.

Compass Bank 01-16-97
Jacksonville, Florida

To establish a branch located at 14373 Beach Boulevard, Jacksonville, Florida, to
be known as the San Pablo Branch.

United American Bank of Central Florida 01-17-97
Orlando, Florida

To establish a branch located at 200 E. Michigan Avenue, Orlando, Florida, to be
known as the South Orlando Office.

SunTrust Bank, Atlanta 01-13-97
Atlanta, Georgia
To establish a branch located at 5950 Jimmy Carter Boulevard, Norcross, Georgia.

American City Bancorp, Inc. 01-14-97
Tullahoma, Tennessee
After-the-fact change in control by the Employee Stock Ownership Plan of American

City Bancorp, Inc., Tullahoma, Tennessee (Bancorp), to retain 24.98 percent of the
outstanding shares of Bancorp.



interest in Blumberg Family Partnership, L.P., Seguin, TX 97/01/15

Section 3(a)(3) application by

Keene Bancorp, Inc. 401(K) Employee Stock Ownership Plan

And Trust, Keene, TX, to acquire additional shares of

Keene Bancorp, Inc., Keene, TX 97/01/16


H.2

JANUARY 13, 1997 TO JANUARY 17, 1997

PAGE 5

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

BANK HOLDING COMPANIES

Atlanta

Dallas

Dallas

Philadelphia

CAPITAL STOCK

Kansas City

CHANGE I

iE

BANK CONTROL
Atlanta

Dallas

Dallas

Chicago

Kansas City

Pinnacle Bancshares, Inc., Jasper, Alabama -- to
acquire Pinnacle Bank.
Approved, January 17, 1997.

Rotan Bancshares, Inc., Rotan, Texas -- to acquire
Rotan Delaware Bancshares, Inc., Dover, Delaware,
and First National Bank.

Approved, January 14, 1997.

Rotan Delaware Bancshares, Inc., Dover, Delaware ~-
to acquire First National Bank, Rotan, Texas.
Approved, January 14, 1997.

USBancorp, Inc., Johnstown, Pennsylvania -- request
for relief from a commitment.
Granted, January 15, 1997.

Premier Bank, Lenexa, Kansas -- redemption of shares.
Approved, January 14, 1997.

American City Bancorp, Inc., Tullahoma, Tennessee --
change in bank control.
Permitted, January 14, 1997.

Blumberg Bancunits, L.P., Seguin, Texas -- change in
bank control.
Permitted, January 15, 1997.

Blumberg Family Partnership, L.P., Seguin, Texas ~-
change in bank control.
Permitted, January 15, 1997.

Community Central Bank Corporation, Mount Clemens,
Michigan -- change in bank control.
Permitted, January 17, 1997.

First Gothenburg Bancshares, Inc., Gothenburg,
Nebraska -- change in bank control.
Permitted, January 17, 1997.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of

CRA Public Evaluations
week ending January 17, 1997

ASSIGNMENT OF RATING
Identification of Rati

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

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.

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

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING
Q Bank October 7, 1996 Outstanding
1304 Front Street

Fort Benton, MT 59442
(406) 622-3434


applicati P p i Ending p

AmSouth Bank of Alabama 12-05-96*
Birmingham, Alabama
To establish a branch located at 1515 McFarland Boulevard, Tuscaloosa, Alabama.

AmSouth Bank of Alabama . 12-31-96*
Birmingham, Alabama
To establish a branch located at 6639 Highway 431 South, Huntsville, Alabama.

AmSouth Bank of Alabama Not yet available*
Birmingham, Alabama
To establish a branch located at 150 Ana Drive, Florence, Alabama.

AmSouth Bank of Tennessee 01-06-97*
Nashville, Tennessee
To establish a branch located at 7604 Highway 70 South, Nashville, Tennessee.

Tri-City Bank & Trust Company 02~10-97*
Blountville, Tennessee

To acquire certain assets and assume the deposits of the Kingsport, Tennessee

branch of Greene County Bank, Greeneville, Tennessee, located in the Wal-Mart
Supercenter #599 at 3200 Fort Henry Drive in Kingsport, Tennessee, pursuant to

Section 18(c) of the Federal Reserve Act.

Applicati : Period Ending D

Newnan Holdings, Inc. 02-24-97*

Newnan, Georgia
To merge with Tara Bankshares Corporation, Riverdale, Georgia, and thereby
directly acquire Tara State Bank, Riverdale, Georgia, pursuant to Section 3(a) (5)
of the Bank Holding Company Act.

None.

*Subject to provisions of the Community Reinvestment Act.



COc-HC

COC-HC

3¢ay(1)

3¢ay(l)

3(a)3)

Federal Reserve Bank of Chicago

Section II - Applications Subj i

Register Notice Cont'd
Comment
Period

Application Ending Date
APM Bancorp, Inc. FR - 1-10-97
Buffalo, Iowa NP -

By James A. Matthys .
Gilman Investment Company FR - 2-4-97
Montezuma, Iowa NP - 1-24-97

By Todd E. Arendt & Revocable trust agreement

of Angela D. Hulin
Vanderbilt Holding Company, Inc.* FR - 1-24-97
Fairfax, Iowa NP - **
Fairfax State Savings Bank

Fairfax, lowa
County Bancorp, Inc.* FR - 1-27-97
Manitowoc, Wisconsin NP - 1-6-97
Investors Community Bank

Manitowoc, Wisconsin (in organization)
Amcore Financial, Inc.* FR - 1-24-97
Rockford, Illinois NP - 1-19-97

First National Bancorp, Inc.
Monroe, Wisconsin
First National Bank and Trust
Monroe, Wisconsin


; ~ Availabili , Li luati

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

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

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

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

Substantial noncompliance in meeting community credit needs: An institution has

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

Examination —
Bank CRA Rating Date

None.



FEDERAL RESERVE BANK of KANSAS CITY

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY
APPLICATION COMMENT PERIOD ENDING DATE

Adams Bank & Trust Company, Ogallala, Nebraska, Not Available
for prior approval to merge with The First State Bank,

Lodgepole, Nebraska, and to establish a branch

facility in Lodgepole, Nebraska.

SECTION II - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE

APPLICATION COMMENT PERIOD ENDING DATE

AmericaBanc Holdings, Inc., Durango, Colorado, for Not Available
prior approval to become a bank holding company

through the acquisition of The Bank of Durango,

Durango, Colorado.*

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
APPLICATION COMMENT PERIOD ENDING DATE

BOK Financial Corporation, Tulsa, Oklahoma, to February 6, 1997
engage de novo through the acquisition of Alliance

Securities Corporation, Tulsa, Oklahoma, in

underwriting and dealing, to a limited extent, in

certain municipal revenue bonds, 1-4 family mortgage

related securities, consumer receivable-related

securities, and commercial paper that a state member

bank may not underwrite and deal in bank-ineligible

securities, and providing full-service securities

brokerage services.

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

APPLICATION

Pine River Bancorp, Bayfield, Colorado, for prior
approval to redeem 386 shares of common stock.



Federal Reserve Bank of Richmond

i . Period Ending I

Chesapeake Bank, Kilmarnock, Virginia, to

operate a mobile branch to pick up noncash

deposits of business customers at general

locations throughout Williamsburg, Virginia,

and James City County, Virginia.* 1-20-37

The Bank of Northern Virginia, Arlington,
Virginia, to establish a branch at 200
Little Falls Road, Falls Church, Virginia.* 2-15-97

appl C Period ding D
None.

mi IIT - ms ij
appl C iod ding I
None.

Section IV - Application Not Subject to
jeral . Noti .

*Application is subject to CRA requirements.



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

E,

licati

Affiliated Community
Bancorp, Inc., Waltham,
Massachusetts - section
3(a) (3) application to
acquire Middlesex

Bank & Trust Co. (in
organization), Newton,
Massachusetts*

NEWSPAPER NOTICE ONLY

NONE

T

. period Ending D

Not Yet Established

02-18-97

Bank of Boston Corporation,
Boston, Massachusetts, and
BayBanks, Inc., Boston,
Massachusetts - 3(a) (3)
application to acquire
BankBoston (NH), National
Association, Nashua,

New Hampshire*

DE!

Vv

FE

NONE

NONE

Not Yet Established

Not Yet Established


FEDERAL RESERVE BANK OF ST. LOUIS

FOR THE WEEK ENDING January 17, 1997
SECTION Y - AVAILABILITY OF CRA PUBLIC DISCLOSURES

Identification of Ratings:
Outstanding record of meeting community credit needs

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

Satisfactory record of meeting community credit needs

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

Needs to improve record of meeting community credit needs

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

Substantial noncompliance in meeting community credit needs

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

ame ton. tion
Date . Rati

tury Bank of the Gainesville, Missouri 9/30/96 Satisfactory
zarks



Federal Reserve Bank of Chicago

son TV - Applications Not Subject tn Federal Regi N. Nati

Type Application

ROS La Salle Bancorp, Inc.
La Salle. Illinois
To redeem 16,472 shares of outstanding common
stock

ROS Halbur Bancshares, Inc.
Halbur, lowa
To redeem 1,927.5 or 50% of its outstanding common
stock



H.2

JANUARY 13, 1997 TO JANUARY 17, 1997

PAGE 7

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

COMPETITIVE FACTORS REPORTS

San Francisco

Chicago

St. Louis

San Francisco

Philadelphia

Philadelphia

Farmers National Bank, Buhl, Idaho, proposed purchase
of certain assets and assumption of the deposit
liabilities of the Twin Falls, Idaho, branch of
Home Federal Savings and Loan Association of Nampa,
Nampa, Idaho -- report on competitive factors.

Submitted, January 16, 1997.

First Federal Savings and Loan of Alpena, Alpena,
Michigan, proposed acquisition of the assets and
assumption of the liabilities of two branches of
Great Lakes Bancorp, A FSB, Ann Arbor, Michigan --
report on competitive factors.

Submitted, January 15, 1997.

First Federal Savings Bank of Leitchfield,
Leitchfield, Kentucky, proposed merger with NCBE
Interim Bank, F.S.B., Evansville, Indiana -- report
on competitive factors.

Submitted, January 13, 1997.

Klickitat Valley Bank, Goldendale, Washington,
proposed merger with Columbia River Banking
Company, The Dalles, Oregon -- report on
competitive factors.

Submitted, January 16, 1997.

Patriot Bank, Pottstown, Pennsylvania, proposed
merger with Patriot Interim Bank -- report on
competitive factors.

Submitted, January 16, 1997.

Woodstown National Bank and Trust Company, Woodstown,
New Jersey, proposed merger with WNB Interim Bank -
- report on competitive factors

Submitted, January 13, 1997.



H.2

JANUARY 13, 1997 TO JANUARY 17, 1997

PAGE 6

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

COMPETITIVE FACTORS REPORTS

Philadelphia

Minneapolis

Boston

San Francisco

Dallas

Associates National Bank, Wilmington, Delaware,
proposed purchase of substantially all of the Visa
and MasterCard credit card accounts and receivables
of JCPenney National Bank and purchase of private
label consumer credit card accounts and one day's
worth of receivables from these accounts from
Texaco Credit Card Bank, N.A., Omaha, Nebraska --
report on competitive factors.

Submitted, January 15, 1997.

Bank West Interim Bank, N.A., Kalispell, Montana,
proposed merger with BankWest, N.A. -- report on
competitive factors.

Submitted, January 17, 1997.

Citizens Bank of Massachusetts, Boston,
Massachusetts, proposed merger with Grove Bank,
Chestnut Hill, Massachusetts -- report on
competitive factors.

Submitted, January 16, 1997.

Coastfed Business Credit Corporation, Los Angeles,
California, proposed merger with Southern Pacific
Thrift & Loan, Los Angeles, California -- report on
competitive factors.

Submitted, January 16, 1997.

Compass Bank, Houston, Texas, proposed merger with
Horizon Bank & Trust, SSB, Austin, Texas -- report
on competitive factors.

Submitted, January 13, 1997.



Federal Reserve Bank of Richmond
Section V_- ilabili € CRA Publi 1 .
Week ending January 17, 1997
finiti € Rati

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

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

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

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

Examination

——Date__ Rating
Capital One Bank
11013 West Broad Street °
Richmond, Virginia 23060 5-20-96 Satisfactory
The Fauquier Bank
10 Courthouse Square
Warrenton, Virginia 22186-2800 10-15-96 Satisfactory

Commerce Bank Corporation
9658 Baltimore Avenue
College Park, Maryland 20740-1346 10-21-96 Satisfactory



H.2 ADDITIONS AND CORRECTIONS
JANUARY 13, 1997 TO JANUARY 17, 1997
PAGE 9

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

COMPETITIVE FACTORS REPORTS

San Francisco Allied Bank, F.S.B., Santa Rosa, California, proposed
merger with National Bank of the Redwoods -- report
on competitive factors.

Submitted, January 7, 1997.



Federal Reserve Bank of Chicago

Section I - lications Subj N
Notice Only
Type Application
Branch First Bank & Trust of Evanston
Evanston, Illinois
2925 Central Street

Evanston, Illinois

Branch First American Bank
Carpenterville, Illinois
Northeast Corner of Randall Road and Gleneagle Drive
Geneva, Illinois

Branch Royal American Bank
Inverness, Illinois
One Tiffany Pointe
Bloomingdale, Illinois

Merger & Branch La Salle State Bank
La Salle, Illinois
Community Bank of Utica
Utica, Illinois
100 Mill Street
Utica, Illinois

Member Michigan Heritage Bank
Novi, Michigan (in organization)
To become a member of the Federal Reserve System

Branch 1St Source Bank
South Bend, Indiana
2900 South State Street
St. Joseph, Michigan

NP - Newspaper

FR - Federal Register

* - Subject to Provisions of Community Reinvestment Act
** - Not available at this time

Comment
Period
Ending Date

NP - 1-13-97

NP - 1-13-97

NP - 1-31-97

NP - **

NP - **

NP - 2-10-97



ANNOUNCEMENT H.2, 1997, No. 3
Actions of the Board, its Staff, and

BOARD OF GOVERNORS the Federal Reserve Banks;
OF THE Applications and Reports Received
FEDERAL RESERVE SYSTEM During the Week Ending January 18, 1997

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANK HOLDING COMPANIES

Norwest Corporation, Minneapolis, Minnesota -- to
acquire Central Bancorporation, Inc., Fort Worth,
Texas; Central Bank and Trust Company; and the
nonbanking subsidiary of Central Bancorp and
thereby engage in securities brokerage and mortgage
lending activities.

Approved, January 13, 1997.

Fi NT

American Express Bank International, New York, New
York -- cease and desist order dated September 29,
1993, terminated January 7, 1997.

Announced, January 13, 1997.

Pan American Bank, Miami, Florida -- written
agreement dated January 13, 1997, with the Federal
Reserve Bank of Atlanta, and the Department of
Banking and Finance, Division of Banking, State of
Florida.

Announced, January 13, 1997.

Union Texas Bancorporation, Inc., Minneapolis,
Minnesota -- written agreement dated June 12, 1992,
terminated December 24, 1996.

Announced, January 13, 1997.

United Mizrahi Bank, Ltd., Tel Aviv, Israel and its
Los Angeles branch -- cease and desist order dated
September 30, 1993, terminated December 16, 1996.

Announced, January 13, 1997.

REGULATIONS AND POLICIES

Regulation C -- interim rule to implement a statutory
increase in the asset-size exemption threshold from
$10 million to $28 million under the Home Mortgage
Disclosure Act (Docket R-0951).

Approved, January 16, 1997.

Regulation E -- request for comment on revisions
regarding exemption of certain electronic benefit
transfer programs (Docket R-0959).

Approved, January 14, 1997.



FEDERAL RESERVE BANK OF NEW YORK

SECTION I
Applications Subject to Newspaper
Notice Only

The Bank of New York, New York, New York, to establish branches
at A&P Supermarkets located at 1730 Route 46, West Paterson,
New Jersey, and 500 Route 23 North, Pompton Plains, New Jersey. 1/

Manufacturers and Traders Trust Company, Buffalo, New York,
to establish a branch at 255 East Avenue, Rochester, New York. 1/

SECTION II

N Applications Subject to Both
r

Application by BanPonce Corporation, Hato Rey, Puerto Rico,
Popular International Bank, Inc., Hato Rey, Puerto Rico, and
BanPonce Financial Corp., Wilmington, Delaware, to acquire
100 percent of the voting shares of Seminole National Bank,
Sanford, Florida. 1/

Application by U.S. Trust Corporation, New York, New York
(“Applicant”), to purchase 100 percent of the voting shares of
U.S. Trust Bank of Connecticut, Inc., Greenwich, Connecticut
(“Bank”). U.S. Trust Company of Connecticut, Greenwich,
Connecticut, a limited purpose trust company subsidiary of
Applicant, will be merged with and into Bank. 1/

Application by Amboy Bancorporation, Old Bridge, New Jersey,
to acquire up to 9.9 percent of the outstanding shares of The
Community Bank of New Jersey, Freehold, New Jersey. 1/

SECTION HI
Nonbanking Applications
io Fei iste: ic
The Toronto-Dominion Bank, Toronto, Canada, and Waterhouse
Investor Services, Inc., New York, New York, to sneage
through Waterhouse Securities, Inc., New York, New York, in

the purchase and sale of securities on the order of customers as
tiskless principal.

SECTION IV

Applications Not Involving
Public Comment

None.

Comment Period
ie

02/12/97

02/14/97

02/13/97 3/

02/17/97 3/

02/13/97 3/

N/A


Institution Examination Date Rating**

NONE

*Subject to CRA.

**Rating Definitions: "O" - Outstanding; "S" - Satisfactory; "N" - Needs to
Improve; "SN" - Substantial Noncompliance



None

* Subject to CRA.
FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 1/17/97
Section IV - Applicati subi E 1 Reai .
or Newspaper Notice

None

Secti ~ Availabili f CRA Public Evaluati
The CRA public evaluations of the institution(s) below became available during this

week. Information about a particular institution's CRA evaluation may be obtained
directly from the institution.

Institution Location Examination Date  Raina*

None

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

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



Federal Reserve Bank of St. Louis

FOR THE WEEK ENDING JANUARY 17, 1997

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE

Application End of Comment Period

* Section 9 application by Belgrade State Bank,

Potosi, Missouri, to establish a branch at

Stanley’s Nu-Way Food Unit #3, Viburnum

Shopping Center, Highway 49, Viburnum,

Missouri. 1-13-97

SECTION II - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE

Application End of it
None.

TION III - APPLICATIONS SUBJECT TO FED! REGISTER NOTICE
Application End of Comment Period
None,

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE
Application End of nt Peri

Stock redemption notification by Perry
County Bancorp, Inc., Du Quoin, Illinois,
to redeem 13.8 percent of its equity. N/A

* This application/notification is subject to CRA.



Federal Reserve Bank of Chicago

Section V = Availability of CRA Public Evaluati

The following state member banks have been examined by the Federal Reserve Bank of Chicago for
compliance with the CRA. The 30-business day period the bank has to make the evaluation public has
lapsed during the week ending Janaury 17, 1997. If you are interested in obtaining a copy of the
evaluation document, please contact the bank(s) directly.

Identification of Rati

O-

NI-

SN -

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

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

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

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

BANK NAME/LOCATION
EXAMINATION DATE RATINGS

Harris Bank, St. Charles

One East Main Street

Saint Charles, [linois 60174-1981
(630) 377-4100

9/23/96 s

The Commercial Trust & Savings Bank
600 Lake Avenue

P.O. Box 578

Storm Lake, Iowa 50588-0578

(712) 732-2190

9/16/96 oO



H.2

JANUARY 13, 1997 TO JANUARY 17, 1997

PAGE 8

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

EXTENSIONS OF TIME
Richmond

Richmond

Kansas City

San Francisco

Atlanta
MEMBERSHIP
Chicago

Carolina First BancShares, Inc., Lincolnton, North
Carolina -- extension of time to dispose of certain
property.

Granted, January 16, 1997.

Centura Bank, Rocky Mount, North Carolina --
extension to April 18, 1997, to establish a branch
at 3400 Croasdaile Drive, Durham, North Carolina.

Granted, January 17, 1997.

Community First Bankshares, Inc., Denver, Colorado --
extension to March 23, 1997, to acquire First
National Bank of Boulder County.

Granted, January 15, 1997.

Frontier Financial Corporation, Everett, Washington -
~ extension to April 9, 1997, to acquire up to 9.9
percent of the shares of Washington Banking
Company, Oak Harbor, Washington.

Granted, January 13, 1997.

Kislak Financial Corporation, Miami Lakes, Florida --
extension to April 14, 1997, to acquire a majority
interest in Kislak National Bank, North Miami,
Florida.

Granted, January 13, 1997.

Le Mars Bank and Trust Company, Le Mars, Iowa -- to
become a member of the Federal Reserve System.
Returned, January 14, 1997.



None.



*Section 3(a)(1) application by

Laguna Bancshares of Delaware, Inc., Dover, DE,

to acquire Big Lake Bank, National Association,

Big Lake, TX 97/01/23
(Previously reported during the week of 12-23-96)

SECTION II] _- APPLICATIONS SUBJECT TO FEDERAL REGISTER

NOTICE ONLY
PI TION NOTICE EXP
None.
V- Fi R
PAI Ne
API AT.

Notice by City State Bancshares, Inc., Palacios, TX
to redeem 6,772 shares of its common stock

* SUBJECT TO CRA.
** EXPIRATION DATE IS THE DATE SPECIFIED IN THE NEWSPAPER NOTICE ONLY.
N/A - NOT AVAILABLE AT THIS TIME.



NV - A ILITY
FOR THE WEEK OF JANUARY 13, 1997

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to Improve record of meeting community credit needs.

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

Substantial Noncompliance in meeting community credit needs.

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

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

Date of

None.



3(a)(3)

COC-HC

3(a)(1)

3(a)G3)

Federal Reserve Bank of Chicago

ion IL = Applications Subject to Both N Federal

Resister Notice Cont’

First Financial Bancorporation*
Towa City, Iowa

West Branch Bancorp, Inc.
West Branch, Iowa

West Branch State Bank

West Branch, Iowa

La Salle Bancorp, Inc.

La Salle, Illinois
By S.C. Investment, L.P., Gerald F. Fitzgerald, Jr.,
Julie F. Schauer, Thomas G. Fitzgerald,
Otis Road Investment, L.P.

Damen Financial Corporation*
Schaumburg, Illinois
Damen National Bank
Schaumburg, Illinois

Firstbank of Illinois Co.*
Springfield, Ilinois
BanCentral Corporation
Champaign, Illinois
Central National Bank of Mattoon
Mattoon, Illinois

FR - 02-3-97
NP - **

ER - 2-4.97
NP- **

FR - 2-7-97
NP - 2-2-97

ER - **
NP - **



H.2

JANUARY 13, 1997 TO JANUARY 17, 1997

PAGE 4

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

BANK HOLDING COMPANIES

Director, BS&R First International Bancorp Texas, Inc., Bedford,

Dallas

Dallas

St. Louis

Dallas

St. Louis

Texas -- request for relief from commitments relied
on in Board's approval of application to acquire
First International Bancorp Texas, Inc.

Granted, January 17, 1997.

First Live Oak Bancshares, Inc., Three Rivers,
Texas -- to acquire First Live Oak Delaware
Bancshares, Inc., Dover, Delaware, and First State
Bank, Three Rivers, Texas.

Approved, January 14, 1997.

First Live Oak Delaware Bancshares, Inc., Dover,
Delaware -- to acquire First State Bank, Three
Rivers, Texas.

Approved, January 14, 1997.

Home Bancshares, Inc., Selmer, Tennessee -- to
acquire Home Banking Company.
Approved, January 14, 1997.

Keene Bancorp, Inc. 401(K) Employee Stock Ownership
Plan and Trust, Keene, Texas -- to acquire
additional shares of Keene Bancorp, Inc., Keene,
Texas.

Approved, January 16, 1997.

Mercantile Bancorporation Inc., St. Louis, Missouri -
- to acquire Regional Bancshares, Inc., Alton,
Illinois, and Bank of Alton.

Approved, January 15, 1997.



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

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

Substantial Noncompliance in meeting community credit needs: An institution has a

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

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



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

The following institutions were examined for CRA. The 30-business day period the bank has
to make the evaluation public has lapsed during the week ending January 17, 1997.

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

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

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

Substantial noncompliance in meeting community credit needs.

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

NONE NONE NONE



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(January 17, 1997)

The following state member banks have been examined by the Federal Reserve Bank of
Cleveland for compliance with The Community Reinvestment Act. A public evaluation document
became available from the bank(s) listed below during the week ended January 17, 1997. If you
are interested in obtaining a copy of an evaluation document, please contact the bank(s) directly.

There are four descriptive ratings for CRA:

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

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

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

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

NONE



H.2

JANUARY 13, 1997 TO JANUARY 17, 1997

PAGE 3

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

BANK HOLDING COMPANIES
St. Louis

Chicago

St. Louis

Chicago

Director, BS&R

New York

San Francisco

Boston

Ameribanc, Inc., St. Louis, Missouri -- to acquire
through merger Regional Bancshares, Inc.
Approved, January 15, 1997.

AmeriMark Financial Corporation, Oak Brook,
Illinois -- to acquire Duco Bancshares, Inc., Villa
Park; Bank of Illinois in Dupage Villa Park; and
Banill Corporation, Villa Park, Illinois, and
engage in servicing commercial and mortgage loans.
Approved, January 15, 1997.

Arkansas National Bancshares, Inc., Bentonville,
Arkansas -- to engage de novo in data processing
activities involving the development and marketing
of a home-banking software package for use by other
banks through NatNet LLC.

Permitted, January 17, 1997.

Associated Banc-Corp, Green Bay, Wisconsin -- to
acquire Centra Financial, Inc., West Allis,
Wisconsin, and Central Bank.

Approved, January 14, 1997.

Bankers Trust New York Corporation, New York, New
York -- request for relief from firewall 20 of the
section 20 firewalls to permit BT Securities
Corporation to underwrite certain equity
securities.

Granted, January 13, 1997.

Bayerische Vereinsbank AG, Munich, Germany -- to
engage de novo in various activities involving
swaps through VB Risk Management Products, Inc.,
New York, New York.

Permitted, January 17, 1997.

Capital Corp of the West, Merced, California --
request for relief from a commitment.
Returned, January 17, 1997.

Charter Oak Community Bank Corp., Vernon, Connecticut
-- to acquire The Savings Bank of Rockville.
Approved, January 14, 1997.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN

APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF JANUARY 13, 1997

-_APP IN P,
NOTICE ONLY
APP! IN NOTICE EXP
None.
-A N TI
NEW: F
APPLICATION ** NOTICE EXP

Change in Control by

Edwin & Mittis Bowers, Palacios, TX,

to acquire an interest in

City State Bancshares, Inc., Palacios, TX N/A

*Section 3(a)(1) application by

Laguna Madre Bancshares, Inc., South

Padre Island, TX, to acquire Laguna

Madre Delaware Bancshares, Inc., Dover,

DE, and First National Bank of South Padre

Island, South Padre Island, TX 97/01/18
(Previously reported during the week of 12-16-96)

*Section 3(a)(1) application by

Laguna Madre Delaware Bancshares, Inc...

Dover, DE, to acquire First National Bank

of South Padre Island, South Padre Island, TX 97/01/18
(Previously reported during the week of 12-16-96)

*Section 3(a)(1) application by

Laguna Bancshares, Inc., Big Lake, TX, to

acquire Laguna Bancshares of Delaware, Inc.,

Dover, DE, and Big Lake Bank, National Association,

Big Lake, TX 97/01/23
(Previously reported during the week of 12-23-96)



Type
3(a)(1)

3(a)(3)

3(a)(1)

3(a)(1)

3(a)()

Federal Reserve Bank of Chicago

ion Il = Apnlicati . N B

Comment
Period

AmeriMark Financial Corporation. * FR - 12-20-96
Oak Brook, Illinois NP - 1-12-97

Duco Bancshares, Inc.

Villa Park, Illinois

Bank of Illinois in DuPage

Villa Park, Illinois
Heartland Financial USA, Inc.* FR - 01-15-97
Dubuque, Iowa NP - 01-13-97
Cottage Grove State Bank

Cottage Grove, Wisconsin
Vermilion Bancorp, Inc.* FR - 1-24-97
Danville, Illinois NP - **

American Savings Bank of Danville

Danville, Illinois
Michigan Heritage Bancorp, Inc.* FR - 1-24-97
Novi, Michigan NP - #*

Michigan Heritage Bank (in organization)

Novi, Michigan
Iron Horse Bancshares, Inc.* FR - 1-21-97
Mazomanie, Wisconsin ~ NP - 1-13-97

The Peoples State Bank of Mazomanie, Wisconsin
Mazomanie, Wisconsin



H.2

JANUARY 13, 1997 TO JANUARY 17, 1997

PAGE 2

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

ABBREVIATIONS: BS&R - Banking Supervision and Regulation; C&CA - Consumer and

Community Affairs; FOMC -

Federal Open Market Committee; FRBO - Federal Reserve

Bank Operations; IF - International Finance; OSDM - Office of Staff Director

for Management
BANK BRANCHES, DOMESTIC

Secretary

Richmond

Richmond

Richmond

San Francisco

Atlanta

Atlanta

Compass Bank, Jacksonville, Florida -- to establish a
branch at 14373 Beach Boulevard.
Approved, January 16, 1997.

Crestar Bank, Vienna, Virginia -- to establish
branches in the Wal-Mart Supercenters at 7901 Brook
Road, Richmond; and at 11400 West Broad Street
Road, Glen Allen; and in the Hannaford Supermarket
at 7951 Brook Road, Richmond, Virginia.

Approved, January 17, 1997.

F & M Bank-Northern Virginia, Fairfax, Virginia -- to
establish a branch at 7900 Sudley Road, Manassas,
Virginia.

Approved, January 13, 1997.

First Bank and Trust Company, Lebanon, Virginia -- to
establish a branch at 970 East Main Street.
Approved, January 15, 1997.

Prineville Bank, Prineville, Oregon -- to establish a
branch at the corner of B Avenue and Highway 97,
Terrebonne, Oregon.

Approved, January 13, 1997.

SunTrust Bank, Atlanta, Georgia -- to establish a
branch at 5950 Jimmy Carter Boulevard, Norcross,
Georgia.

Approved, January 13, 1997.

United American Bank of Central Florida, Orlando,
Florida -- to establish a branch at 200 East
Michigan Avenue.

Approved, January 17, 1997.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

Newspaper Notice Only
Comment Period
icati Ending D
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
News and Federal Register Notic
Comment Period
licati Ending D
G.B. Financial Services, Inc., Greenbush, Minnesota Not yet available
for prior approval to acquire 100% of the voting shares
of Border Bancshares, Inc., Greenbush, Minnesota. *
Norwest Corporation, Minneapolis, Minnesota for prior February 10, 1997
approval to acquire 100% of the voting shares of the Farmers (Federal Register)
National Bancorp, Inc., Geneseo, Illinois. *
River Falls Bancshares, Inc., River Falls, Wisconsin for prior February 14, 1997
approval to become a bank holding company through the acquisition (Federal Register)
of 99.18% of the voting shares of River Falls State Bank, River Falls,
Wisconsin. *
* Subject to CRA
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject
to Federal Register Notice Only
Comment Period
licati Ending D
Norwest Corporation, Minneapolis, Minnesota and Norwest February 6, 1997

Financial Services, Inc., Des Moines, Iowa, to engage in
automobile financing through the acquisition of Reliable
Financial Services, Inc., San Juan, Puerto Rico.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
Federal i ice or N lotic

NONE.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 1/17/97

Section I — Applications Subj ice Onl
licati Comment Period Ending D

Santa Barbara Bank & Trust, Santa Barbara, Newspaper: 2/16/97
California, to merge with First Valley Bank,

Lompoc, California, under the charter and title

of Santa Barbara Bank & Trust. *

see ibe cations Subiectto-Bath 1 Reai F
Bank SinoPac, Taipei, Taiwan, to become a Newspaper: Not available
bank holding company by acquiring Far East
National Bank, Los Angeles, California. * Fed. Reg.: 1/27/97
Zions Bancorporation, Salt Lake City, Utah, Newspaper: 2/03/97
to merge with Aspen Bancshares, Inc., Aspen,
Colorado. * Fed Rea.: 2/10/97
Zions Bancorporation, Salt Lake City, Utah, Newspaper: 2/03/97
to acquire an option to purchase 19.9 percent
of Aspen Bancshares, Inc., Aspen, Colorado. * Fed, Rea.: 2/10/97
Zions Bancorporation, Salt Lake City, Utah, Newspaper: 2/03/97
to acquire through merger, Pitkin County Bank &
Trust Company, Aspen, Colorado; Valley National Fed. Rea.: 2/10/97

Bank of Cortez, Cortez, Colorado; and ValCor
Bancorporation, Cortez, Colorado. *

Santa Barbara Bancorp, Santa Barbara, Newspaper: 2/16/97
California, to acquire First Valley Bank,
Lompoc, California. * Fed. Reg.: Not available



Federal Reserve Bank of Chicago

Section II = Applications Subj Federal Regi

Notice Only cont’d
Comment Period
4(c)(8) Bank of Montreal FR - 1-16-97
Toronto, Canada :
Cebra, Inc.
Toronto, Canada
4(c)(8) AmeriMark Financial Corporation FR - 12-20-96
Oak Brook, Illinois
Banill Corporation

Villa Park, Illinois



SECTION V
Availability of CRA Public Evaluati

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

Outstanding record of meeting community credit needs.

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

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

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

Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record

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

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient

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

Week Ending January 18, 1997
NAME OF BANK) = =———s RATING =——~—CEXAMMSINATTIONN DATE

None.

1/ Subject to provisions of Community Reinvestment Act.

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

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

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



_

APPLICATIONS BULLETIN
(For the week ending January 18, 1997)

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

NONE

SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL
REGISTER NOTICE

Received Section 3 (a)(1) application from Commercial! Bancshares, *F: February 15, 1997
Inc., West Liberty, KY on January 15, 1997, to acquire Commercial
Bank, West Liberty, KY.

Received Section 3(a)(1) application from Northwest Bancorp, Inc., *F: February 15, 1997
Warren, PA on January 15, 1997, to acquire Northwest Savings Bank,

Warren, PA AND Section 3(a)(3) application from Northwest

Bancorp MHC, Warren, PA, to acquire 69.3% of the outstanding

voting shares of Northwest Bancorp, Inc., Warren, PA.

SECTION I - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY

NONE

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

Received notice from Banc One Corporation, Columbus, OH on January 16, 1997, filed on behalf
of Banc One International Corporation, an Edge Corporation, to establish Banc One Asia,
Limited, Hong Kong, which will engage solely in the business of issuing letters of credit for the
account of U.S. importers of goods from Hong Kong and for the benefit of Hong Kong exporters
of such goods.

* - Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt