Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 34

Week Ending August 23, 2003

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions August 17, 2003 to August 23, 2003

Bank Holding Companies

Arvest Bank Group, Inc., Bentonville, Arkansas -- to acquire Superior Financial Corp., 

Little Rock, and Superior Bank, FSB, Fort Smith.

- Approved, August 21, 2003 

Banks, Nonmember, And Miscellaneous Institutions

CLS Bank International, New York, New York -- request to add the Danish krone, 

Norwegian krone, Singapore dollar, and Swedish krona to the list of currencies eligible 

for settlement in the Continuous Linked Settlement system.

- Approved, August 19, 2003 

Regulations And Policies

Anti-Tying Restrictions -- request for comment on proposed interpretation and related 

supervisory guidance and an exception to the restrictions for financial subsidiaries of state 

nonmember banks.

- Approved, August 20, 2003 

Enforcement

Community State Bank, Avilla, Indiana -- consent order of assessment of a civil money 

penalty.

- Announced, August 20, 2003 

Consolidated Bank and Trust Company, Richmond, Virginia -- amendment to the written 

agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial 

Institutions of the Commonwealth of Virginia.

- Announced, August 20, 2003 

(AC) = Addition or Correction Board - Page 1 of 1
August 17, 2003 to August 23, 2003

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

Banco Popular North America, New York, New York -- to establish a branch at 18-30 

North York Road, Bensenville, Illinois.

- Approved, August 18, 2003 

New York

Bank of Nichols Hills, Oklahoma City, Oklahoma -- to establish a branch at 610 South 

Kelly, Edmond.

- Returned, August 18, 2003 

Kansas City

Manufacturers and Traders Trust Company, Buffalo, New York -- to establish seasonaluse limited branches at Wilson College, 1015 Philadelphia Avenue, Chambersburg, 

Pennsylvania; York College of Pennsylvania, Country Club Road, Spring Garden 

Township; and Central Pennsylvania College, Valley and College Hill Roads, 

Summerdale.

- Approved, August 21, 2003 

New York

Peoples Bank, Lorenzo, Texas -- to establish a branch at 416 Harrison Avenue.

- Approved, August 20, 2003 

Dallas

SouthTrust Bank, Birmingham, Alabama -- to establish a branch at 12617 West Sunrise 

Boulevard, Sunrise, Florida.

- Approved, August 21, 2003 

Atlanta

SunTrust Bank, Atlanta, Georgia -- to establish branches at the intersections of Boyette 

Road and McMullen Loop Road, Tampa, Florida; Causeway Boulevard and East/West 

Collector Road, Brandon; and Atlantic Boulevard and Girvin Road, Jacksonville.

- Approved, August 18, 2003 

Secretary

(AC) = Addition or Correction Delegated - Page 1 of 6
H.2 Actions under delegated authority August 17, 2003 to August 23, 2003

Bank Branches, Domestic

Wesbanco Bank, Inc., Wheeling, West Virginia -- to establish a branch at 1003 Trinity 

Circle, Washington, Pennsylvania.

- Approved, August 18, 2003 

Secretary

Bank Holding Companies

Bank of Hawaii Corporation, Honolulu, Hawaii -- to engage de novo in investment 

advisory activities through a joint venture between Bank of Hawaii and Chicago Equity 

Partners, Chicago, Illinois, to be known as Bankoh Investment Partners, LLC, Honolulu.

- Approved, August 22, 2003 

San Francisco

Beverly Financial MHC, Beverly, Massachusetts -- to become a bank holding company 

through the acquisition of Beverly Cooperative Bank.

- Approved, August 22, 2003 

Boston

Coastal Financial Corporation, Everett, Washington -- to become a bank holding 

company through the acquisition of Coastal Community Bank.

- Approved, August 18, 2003 

San Francisco

Cornerstone Bancshares, Inc., Lebanon, Missouri -- to become a bank holding company 

through the acquisition of Heritage Bank of the Ozarks, a de novo bank.

- Approved, August 20, 2003 

St. Louis

First National Bank Holding Company, Scottsdale, Arizona -- to acquire Access 

Anytime BanCorp, Inc., Albuquerque, New Mexico, and thereby acquire FirstBank, 

FSB, Clovis, and operate a savings association.

- Withdrawn, August 18, 2003 

San Francisco

(AC) = Addition or Correction Delegated - Page 2 of 6
H.2 Actions under delegated authority August 17, 2003 to August 23, 2003

Bank Holding Companies

FOJ Partners, L.P., Union, South Carolina; FOJ Partners II, L.P., FOJ Management 

Company LLC, JCO Partners, L.P., JCO Partners II, L.P., JCO Ventures, LLC, HAO 

Partners, L.P., HAO Partners II, L.P., HAO Management Company LLC, and Frances 

W. Arthur Irrevocable Trust #2 for the Benefit of Frances Oxner Jorgenson -- to acquire 

shares of Arthur Financial Corporation and thereby acquire Arthur State Bank, and for 

Arthur Financial Corporation to become a bank holding company through the acquisition 

of Arthur State Bank.

- Approved, August 22, 2003 

Richmond

Heritage Oaks Bancorp, Paso Robles, California -- to acquire Hacienda Bank, Santa 

Maria.

- Approved, August 18, 2003 

San Francisco

Merchants & Manufacturers Bancorporation, Inc., Brookfield, Wisconsin, and 

Merchants Merger Corp. -- to acquire Random Lake Bancorp, Limited, Random Lake, 

and thereby acquire Wisconsin State Bank, and for Merchants & Manufacturers 

Bancorporation and Merchants New Merger Corp. to acquire Reedsburg 

Bancorporation, Inc., Reedsburg, and thereby acquire The Reedsburg Bank.

- Approved, August 21, 2003 

Chicago

Oswego Community Bank Employee Stock Ownership Plan, Oswego, Illinois -- to 

increase its ownership of Oswego Bancshares, Inc., and thereby acquire Oswego 

Community Bank.

- Approved, August 22, 2003 

Chicago

Southwest Bancorp, Inc., Stillwater, Oklahoma -- to acquire SNB Bank of Wichita, 

Wichita, Kansas, a de novo bank.

- Approved, August 18, 2003 

Kansas City

(AC) = Addition or Correction Delegated - Page 3 of 6
H.2 Actions under delegated authority August 17, 2003 to August 23, 2003

Bank Holding Companies

TeamCo, Inc., Oak Lawn, Illinois -- to become a bank holding company through the 

acquisition of Oak Lawn Bank.

- Approved, August 21, 2003 

Chicago

Watford City Bancshares, Inc., Watford City, North Dakota -- to engage de novo in 

community development activities through its subsidiary, First International Community 

Development Fund, Inc.

- Withdrawn, August 18, 2003 

Minneapolis

Bank Mergers

Suburban Community Bank, Chalfont, Pennsylvania -- to merge with UNB Acquisition 

National Bank, Souderton.

- Approved, August 20, 2003 

Philadelphia

Bank Premises

1st Bank & Trust, Broken Bow, Oklahoma -- to increase its investment in bank premises.

- Approved, August 22, 2003 

Kansas City

Change In Bank Control

Citizens Bancorp, Agana, Guam -- change in bank control.

- Permitted, August 22, 2003 

San Francisco

Lake County Bank, Saint Ignatius, Montana -- to retain control of Lake County Bank.

- Permitted, August 18, 2003 

Minneapolis

Union Bancorporation, Defiance, Iowa -- change in bank control.

- Withdrawn, August 20, 2003 

Chicago

(AC) = Addition or Correction Delegated - Page 4 of 6
H.2 Actions under delegated authority August 17, 2003 to August 23, 2003

Competitive Factors Reports

Citibank USA, National Association, Sioux Falls, South Dakota -- report on competitive 

factors of the proposed purchase of substantially all the credit card-related assets of 

Sears National Bank, Tempe, Arizona.

- Submitted, August 21, 2003 

Minneapolis

Citizens Bank of Massachusetts, Boston, Massachusetts -- report on competitive factors 

of the proposed merger with Community National Bank, Hudson.

- Submitted, August 19, 2003 

Secretary

Enterprise Bank, Houston, Texas -- report on competitive factors of the proposed 

merger with Houston Commercial Bank.

- Submitted, August 21, 2003 

Dallas

First State Bank of Campbell Hill, Campbell Hill, Illinois -- report on competitive factors 

of the proposed merger with The First National Bank of Coulterville, Coulterville.

- Submitted, August 20, 2003 

St. Louis

Great River Holding Company, Brainerd, Minnesota -- report on competitive factors of 

the proposed acquisition of First Federal Holding Company of Morris, Inc., Morris, and 

its thrift subsidiary, First Federal Savings Bank.

- Submitted, August 19, 2003 

Minneapolis

Oak Lawn Bank, Oak Lawn, Illinois -- report on competitive factors of the proposed 

merger with Oak Lawn Interim Bank.

- Submitted, August 22, 2003 

Chicago

Southside Bank, Tappahannock, Virginia -- report on competitive factors of the 

proposed purchase of assets and assumption of deposit liabilities of the Courtland, Surry, 

and Waverly branches of First Virginia Bank-Hampton Roads, Norfolk.

- Submitted, August 18, 2003 

Richmond

(AC) = Addition or Correction Delegated - Page 5 of 6
H.2 Actions under delegated authority August 17, 2003 to August 23, 2003

Competitive Factors Reports

U.S. Trust Company, National Association, Greenwich, Connecticut -- report on 

competitive factors of the proposed merger with State Street Bank and Trust Company 

of New England, NA, Hartford, a wholly-owned limited purpose trust bank subsidiary of 

State Street Bank and Trust Company, Boston, Massachusetts.

- Submitted, August 22, 2003 

New York

Financial Holding Companies

Equitable Financial Group, Inc., Fort Lauderdale, Florida -- election to become a 

financial holding company.

- Effective, August 21, 2003 

Atlanta

Nemo Bancshares, Inc., Madison, Missouri -- election to become a financial holding 

company.

- Effective, August 18, 2003 

St. Louis

Membership

Community Banks of Tracy, Tracy, Georgia -- membership in the Federal Reserve 

System.

- Approved, August 22, 2003 

San Francisco

Regulations And Policies

Regulation Z (Truth in Lending) -- annual adjustment to the dollar amount that triggers 

additional disclosure requirements for home mortgage loans with fees above a certain 

amount.

- Published, August 19, 2003 

Director, C&CA

(AC) = Addition or Correction Delegated - Page 6 of 6
District 1 

Federal Reserve Bank of Boston 

Applications and notifications filed during the week ending Saturday, August 23, 2003 

Section I – Applications subject to newspaper notice only

Type Application

Ending date of 

comment period

None 

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

Type Application

Ending date of 

comment period

None 

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of 

comment period

None 

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

Type Application

None 
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding 

S = Satisfactory 

NI = Needs to improve 

SN = Substantial noncompliance 

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

RSSD Exam type

number Institution/Location

Examination 

date

CRA 

public date

CRA 

rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None 
District 2 

Federal Reserve Bank of New York 

Applications and notifications filed during the week ending Saturday, August 23, 2003 

Section I – Applications subject to newspaper notice only

Type Application

Ending date of 

comment period

None 

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

Type Application

Ending date of 

comment period

None 

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of 

comment period

None 

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

Type Application

None 
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding 

S = Satisfactory 

NI = Needs to improve 

SN = Substantial noncompliance 

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

RSSD Exam type

number Institution/Location

Examination 

date

CRA 

public date

CRA 

rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Fourth Quarter of 2003 

Institution Location

Mizuho Corporate Bank 55 East 52nd Street, New York, New York 10055 

Redwood Bank 1000 Coffeen Street, Watertown, New York 13601 

BPD International Bank 152 West 57th Street, New York, New York 10019 

Solvay Bank 1537 Milton Avenue, Solvay, New York 13209 

Peapack Gladstone Bank 158 Route 206 North, Gladstone, New Jersey 07934 

The inclusion on the list of institutions that are scheduled to undergo CRA examinations in the next calendar 

quarter is not determinative of whether the institution will be examined in that quarter. Reserve Banks may need 

to defer a planned examination or conduct an unforeseen examination because of scheduling difficulties or other 

circumstances. 
District 3 

Federal Reserve Bank of Philadelphia 

Applications and notifications filed during the week ending Saturday, August 23, 2003 

Section I – Applications subject to newspaper notice only

Type Application

Ending date of 

comment period

None 

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

Type Application

Ending date of 

comment period

None 

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of 

comment period

None 

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

Type Application

None 
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding 

S = Satisfactory 

NI = Needs to improve 

SN = Substantial noncompliance 

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

RSSD Exam type

number Institution/Location

Examination 

date

CRA 

public date

CRA 

rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None 
District 4 

Federal Reserve Bank of Cleveland 

Applications and notifications filed during the week ending Saturday, August 23, 2003 

Section I – Applications subject to newspaper notice only

Type Application

Ending date of 

comment period

18C, & Branch Applications by Fifth Third Bank, Michigan, Grand Rapids, 

Michigan to effect an internal reorganization and acquire 

through merger, Fifth Third Bank, Northern Kentucky, 

Covington, Kentucky; Fifth Third Bank, Kentucky, Louisville, 

Kentucky; Fifth Third Bank, Florida, Naples, Florida; and Fifth 

Third Bank, Indiana, Indianapolis, Indiana; pursuant to section 

18(c) of the Federal Deposit Insurance Act and to establish 

branch facilities pursuant to section 9 of the Federal Reserve 

Act. 

Newspaper – 09/18/2003 

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

Type Application

Ending date of 

comment period

CIC Notice of Change in Bank Control by Laurie L. McClellan and 

Walter L. McClellan of their intent to acquire ownership and 

control of up to 20.97 percent of the outstanding voting shares of 

Consumer Bancorp, Inc., Minerva, Ohio, pursuant to section 

225.41 of Regulation Y. 

Newspaper – N/Avail 

Fed Register – N/Avail 

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of 

comment period

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

Type Application

None 

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding 

S = Satisfactory 

NI = Needs to improve 

SN = Substantial noncompliance 

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

RSSD Exam type

number Institution/Location

Examination 

date

CRA 

public date

CRA 

rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None 
District 5 

Federal Reserve Bank of Richmond 

Applications and notifications filed during the week ending Saturday, August 23, 2003 

Section I – Applications subject to newspaper notice only

Type Application

Ending date of 

comment period

Branch Virginia Community Bank, Louisa, Virginia, to establish a 

branch at U.S. Routes 15 and 250, Zion Crossroads, Virginia.* 

Newspaper – 09/01/2003 

*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

None 

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of 

comment period

None 

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

Type Application

None 
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding 

S = Satisfactory 

NI = Needs to improve 

SN = Substantial noncompliance 

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

RSSD Exam type

number Institution/Location

Examination 

date

CRA 

public date

CRA 

rating LrgBk SmBk 

2712978 Alliance Bank Corporation 

12735 Shops Lane 

Fairfax, Virginia 22033 

06/09/2003 08/21/2003 S X 

858528 The Bank of Marion 

102 West Main Street 

Marion, Virginia 24354 

05/19/2003 07/22/2003 S X 

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None 
District 6 

Federal Reserve Bank of Atlanta 

Applications and notifications filed during the week ending Saturday, August 23, 2003 

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 4535 S. Florida Avenue, Lakeland, Florida, to be 

known as the South Lakeland Branch.* 

Newspaper-08/29/2003 

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

located at 2630 E. Highway 50, Clermont, Florida, to be known 

as the Clermont Branch.* 

Newspaper-08/29/2003 

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

located at 10670 US Highway 441, Leesburg, Florida, to be 

known as the Leesburg Mall Branch.* 

Newspaper-08/29/2003 

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

located at 140 Carillon Parkway, St. Petersburg, Florida, to be 

known as the Carillon Town Center Branch.* 

Newspaper-08/29/2003 

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

located at 3110 Bill Foster Memorial Highway, Cabot, 

Arkansas.* 

Newspaper-07/03/2003 

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

located at 100 Main Street, Ft. Worth, Texas.* 

Newspaper-08/28/2003 

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

located at 11230 Elm Lane, Charlotte, North Carolina, to be 

known as the Ballantyne Office.* 

Newspaper-08/27/2003 

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

located at 2347 East-West Connector, Austell, Georgia, to be 

known as the East-West Connector (BJ’s) Office.* 

Newspaper-08/29/2003 

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

located at 11560 Medlock Bridge Road, Duluth, Georgia, to be 

known as the John’s Creek Office.* 

Newspaper-08/29/2003 

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

Type Application

Ending date of 

comment period

CIC Citizens Bancshares, Inc., Ville Platte, Louisiana, change in 

control notification filed by Anita Marie Fontenot Melancon, 

Carla LaHaye Duhon and Darwin James Fontenot, all of 

Lafayette, Louisiana; Rachel Fontenot Wyble, Carencro, 

Louisiana; Carl Winn Fontenot, Verona Gayla Fontenot, Chad 

David Fontenot, Craig Dwaine Fontenot, David Joseph 

Fontenot, and Vickie Lynn Fontenot Bergeron, and Percy 

Fontenot, all of Ville Platte, Louisiana; Thelma Guillory 

LaHaye, Brenda LaHaye Vidrine, Earline Faye LaHaye Parrott, 

Richard Stagg Parrott III and Karen Kathy LaHaye Marcantel, 

all of Mamou, Louisiana, to control approximately 34.05 percent 

of the outstanding shares of common stock of Citizens 

Bancshares, Inc., and its subsidiary, Citizens Bank, both of Ville 

Platte, Louisiana. 

Newspaper-09/10/2003 

Fed Reg-09/10/2003 

CIC Bonifay Holding Company, Inc., Bonifay, Florida, after-the-fact 

notification filed by Guy F. Medley, Michael P. McCann, both 

of Dothan, Alabama, and Michael A. Medley, Bonifay, Florida, 

to retain 30.35 percent of the outstanding shares of Bonifay 

Holding Company, Inc., and The Bank of Bonifay, both of 

Bonifay, Florida. Total ownership will equal 37.20 percent. 

Newspaper-N/Avail 

Fed Reg-09/10/2003 

CIC First Bankshares of St. Martin, Ltd., Breaux Bridge, Louisiana, 

prior change in control notice by Mr. John Alfred Melancon to 

acquire an additional 5.32 percent of the outstanding shares of 

First Bankshares of St. Martin, Ltd., Breaux Bridge, Louisiana. 

Total ownership will equal 15.01 percent. 

Newspaper-N/Avail 

Fed Reg-09/03/2003 

3(a)(1) Freedom Bancshares, Inc., Commerce, Georgia, to become a 

bank holding company by acquiring Freedom Bank of Georgia, 

Commerce, Georgia (in organization).* 

Newspaper-09/08/2003 

Fed Reg-09/15/2003 

3(a)(1) RB Bancorporation, Athens, Alabama, to become a bank 

holding company by acquiring Reliance Bank, Athens, 

Alabama.* 

Newspaper-N/Avail 

Fed Reg-09/15/2003 

*Subject to provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of 

comment period

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

Type Application

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, August 23, 2003 

Section I – Applications subject to newspaper notice only

Type Application

Ending date of 

comment period

Branch Ames Community Bank, Ames, Iowa, to establish a branch 

facility to be located at 604 N. Highway 69, Huxley, Iowa.* 

Newspaper – N/Avail 

18C & Branches Baylake Bank, Sturgeon Bay, Wisconsin, to purchase the assets 

of the Kewaunee, Wisconsin branch of M&I Marshall & Ilsley 

Bank, Milwaukee, Wisconsin, and thereby to establish a branch 

at 1334 Ellis Street, Kewaunee, Wisconsin.* 

Newspaper – N/Avail 

Branch Johnson Bank, Racine, Wisconsin, to establish a branch facility 

to be located at 207 Pine Avenue West, Menomonie, 

Wisconsin.* 

Newspaper – 08/25/2003 

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

establish a branch to be located at 11915 Elm Creek Boulevard, 

Maple Grove, Minnesota.* 

Newspaper – 08/27/2003 

Branch North Shore Community Bank and Trust Company, Wilmette, 

Illinois, to establish a branch facility to be located at 300 S. 

Wacker Drive, Chicago, Illinois.* 

Newspaper – 09/22/2003 

18C & Branches Southwest Bank of St. Louis, St. Louis, Missouri, to merge with 

Southwest Bank, Belleville, Illinois, and thereby to establish a 

branch at 2 Carlyle Park Drive, Belleville, Illinois.* 

Newspaper – N/Avail 

* Subject to the provisions of the Community Reinvestment Act 

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

Type Application

Ending date of 

comment period

3(a)(1) & 3(a)(3) Capitol Bancorp, Ltd., Lansing, Michigan, to acquire 51 percent 

of the voting shares of First California Southern Bancorp, 

Escondido, California, and thereby indirectly acquire Bank of 

Escondido (in organization), Escondido, California, and by First 

California Southern Bancorp, Escondido, California, to become 

a bank holding company through the acquisition of 51 percent of 

the voting shares of Bank of Escondido (in organization), 

Escondido, California.* 

Fed Reg – 09/12/2003 

Newspaper – 09/12/2003 
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of 

comment period

3(a)(3) & 4(c)(8) First Fontanelle Bancorporation, Inc., Fontanelle, Iowa, to 

acquire 100 percent of the voting shares of Corn Belt 

Bancorporation, Inc., Anita, Iowa, and thereby indirectly acquire 

Union National Bank, Anita, Iowa, and to acquire Corn Belt 

Insurance Agency, Massena, Iowa, and thereby to engage in 

insurance agency activities.* 

Fed Reg – 08/18/2003 

Newspaper – 08/23/2003 

3(a)(3) Wintrust Financial Corporation, Lake Forest, Illinois, to acquire 

100 percent of the voting shares of Advantage National 

Bancorp, Inc., Elk Grove Village, Illinois, and thereby indirectly 

acquire Advantage National Bank, Elk Grove Village, Illinois.* 

Fed Reg – 09/05/2003 

Newspaper – 08/30/2003 

* 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

Reg K The Northern Trust Company, Chicago, Illinois, and The 

Northern Trust International Banking Corporation, Chicago, 

Illinois, notification of intent to make investments in several 

foreign organizations. 
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 

180845 Illini State Bank 

301 S. Columbia 

Oglesby, Illinois 61348 

(815) 883-8400 

05/19/2003 08/18/2003 S X 

476342 Citizens First State Bank 

105 N. Main Street 

Walnut, Illinois 61376 

(815) 379-2141 

04/28/2003 08/20/2003 S X 

832470 HomeFederal Bank 

501 Washington Street 

Columbus, Indiana 47201 

(812) 522-1592 

08/26/2002 08/20/2003 S X 

457547 Unionbank 

201 E. Main Street 

Streator, Illinois 61364 

(815) 673-3333 

05/05/2003 08/21/2003 S X 

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None 
District 8 

Federal Reserve Bank of St. Louis 

Applications and notifications filed during the week ending Saturday, August 23, 2003 

Section I – Applications subject to newspaper notice only

Type Application

Ending date of 

comment period

None 

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

Type Application

Ending date of 

comment period

None 

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of 

comment period

None 

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

Type Application

None 
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding 

S = Satisfactory 

NI = Needs to improve 

SN = Substantial noncompliance 

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

RSSD Exam type

number Institution/Location

Examination 

date

CRA 

public date

CRA 

rating LrgBk SmBk 

28349 Allied Bank 

Mulberry, Arkansas

12/02/2002 08/18/2003 S X 

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None 
District 9 

Federal Reserve Bank of Minneapolis 

Applications and notifications filed during the week ending Saturday, August 23, 2003 

Section I – Applications subject to newspaper notice only

Type Application

Ending date of 

comment period

18C & Branch Citizens State Bank of Arlington, Arlington, South Dakota, to 

merge with First State Bank of Sinai, Sinai, South Dakota, and 

thereby to establish a branch at Main Street, Sinai, South 

Dakota.* 

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) Signature Bancshares, Inc., Minnetonka, Minnesota, to become 

a bank holding company by acquiring 100 percent of Signature 

Bank, Minnetonka, Minnesota.* 

Fed Reg-09/22/2003 

Newspaper- 09/06/2003 

CIC Retroactive Change in control notice by David A. Frailing, 

Everett H. Frailing, Cecelia S. Frailing, Ronald J. Frailing, Fay 

A. Frailing, and Derrick J. Frailing, Iron River Michigan to 

retain control of MSB Bankshares, Inc., Iron River, Michigan, 

and thereby retain control of it’s wholly owned subsidiary, The 

Miners State Bank, Iron River Michigan. 

Fed Reg-09/11/2003 

Newspaper- 09/01/2003 

* Subject to the provisions of the Community Reinvestment Act. 

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of 

comment period

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

Type Application

None 

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding 

S = Satisfactory 

NI = Needs to improve 

SN = Substantial noncompliance 

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

RSSD Exam type

number Institution/Location

Examination 

date

CRA 

public date

CRA 

rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None 
District 10 

Federal Reserve Bank of Kansas City 

Applications and notifications filed during the week ending Saturday, August 23, 2003 

Section I – Applications subject to newspaper notice only

Type Application

Ending date of 

comment period

Branch Bank of Nichols Hills, Oklahoma City, Oklahoma, to establish a 

branch at 610 S. Kelly, Edmond, Oklahoma. 

Newspaper - 09/05/2003 

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

Type Application

Ending date of 

comment period

3(a)(3) BancFirst Corporation, Oklahoma City, Oklahoma, to acquire 

100 percent of the voting shares of Lincoln National 

Bancorporation, Inc., parent of Lincoln National Bank, both of 

Oklahoma City, Oklahoma. 

Newspaper - 09/15/2003 

Fed Reg - 09/18/2003 

CIC Notice submitted by the Clarence R. Wright, Jr. 2003 Family 

Trusts and its trustees: Clarence Rankin ("Randy") Wright, III, 

Yukon, Oklahoma; and Roger Dean Rinehart, El Reno, 

Oklahoma, to acquire control of International Bancshares of 

Oklahoma, Inc., Yukon, Oklahoma, parent of Yukon National 

Bank, Yukon, Oklahoma. 

Newspaper - 08/31/2003 

Fed Reg - 09/02/2003 

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 11 

Federal Reserve Bank of Dallas 

Applications and notifications filed during the week ending Saturday, August 23, 2003 

Section I – Applications subject to newspaper notice only

Type Application

Ending date of 

comment period

None 

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

Type Application

Ending date of 

comment period

3(a)(5) Prosperity Bancshares, Inc., Houston, TX, to acquire 

MainBancorp, Inc., Austin, TX, and 

Main Bank, National Association, Dallas, TX* 

Fed Reg – 09/15/2003 

Newspaper – N/Avail 

*Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of 

comment period

None 

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

Type Application

None 
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding 

S = Satisfactory 

NI = Needs to improve 

SN = Substantial noncompliance 

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

RSSD Exam type

number Institution/Location

Examination 

date

CRA 

public date

CRA 

rating LrgBk SmBk 

913267 Legacy Bank of Texas 

5000 Legacy Drive 

Plano, Texas 75024 

05/05/2003 08/25/2003 S X 

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, August 23, 2003 

Section I – Applications subject to newspaper notice only

Type Application

Ending date of 

comment period

Branch Heritage Bank of Commerce, San Jose, California, to establish a 

branch facility to be located at 15575 Los Gatos Boulevard, 

Suite C, Los Gatos, California.* 

Newspaper – 09/01/2003 

* 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

None 

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of 

comment period

None 

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

Type Application

None 
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding 

S = Satisfactory 

NI = Needs to improve 

SN = Substantial noncompliance 

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

RSSD Exam type

number Institution/Location

Examination 

date

CRA 

public date

CRA 

rating LrgBk SmBk 

933975 Bank of Utah 

9320 S. State Street 

Sandy, Utah 84070 

(801) 562-5375 

04/28/2003 08/18/2003 S X 

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. 

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None