Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 27

Week Ending July 1, 2000

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions June 25, 2000 to July 1, 2000

Bank Holding Companies

Banco Comercial Portugues, S.A., Oporto, Portugal; Banco Portugues do Atlantico, 

S.A.; BCP-IF S.G.P.S., Lda, Lisbon; BPA Internacional, S.G.P.S. Sociedade 

Unipessoal Lda, Funchal, Madeira; and Banco Portugues do Atlantico (USA), Inc., 

Newark, New Jersey -- to become bank holding companies through the acquisition 

of BPABank, National Association, Newark, a de novo bank; and for Banco 

Comercial Portugues, S.A. to establish a representative office in Miami, Florida.

- Approved, June 30, 2000 

Compass Bancshares, Inc., Birmingham, Alabama, and Compass Bank -- to acquire 

Founders Bancorp, Inc., Scottsdale, Arizona, and its subsidiary, Founders Bank of 

Arizona; and for Compass Bank to merge with Founders Bank and to retain and 

operate branches.

- Approved, June 30, 2000 

Northern Star Financial, Inc., Mankato, Minnesota -- to acquire First Federal 

Holding Company of Morris, Inc., Morris, and First Federal Savings Bank.

- Denied, June 26, 2000 

Reserve Bank Operations

Federal Reserve Bank of Philadelphia -- appointment of Anthony Santomero as 

President, effective July 11, 2000.

- Approved, June 26, 2000 

(AC) = Addition or Correction Board - Page 1 of 1
June 25, 2000 to July 1, 2000

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

International Fiance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Arvest Bank, Duncan, Oklahoma -- to establish a branch at 2622 West Gore 

Boulevard, Lawton.

- Approved, June 28, 2000 

Kansas City

Bank of Holden, Holden, Missouri -- to establish a branch at 1098 East 10th Street.

- Approved, June 27, 2000 

Kansas City

Bank of Tazewell County, Tazewell, Virginia -- to establish a branch at 1905 Front 

Street, Richlands.

- Approved, June 28, 2000 

Richmond

County Bank, Merced, California -- to establish a branch at 1330 East Shaw Avenue, 

Fresno.

- Approved, June 27, 2000 

San Francisco

Fifth Third Bank Kentucky, Inc., Louisville, Kentucky -- to establish a branch at 401 

West Reynolds Road, Lexington.

- Approved, June 29, 2000 

St. Louis

Pacific State Bank, Reedsport, Oregon -- to establish a branch at 200 South 8th 

Street, Lakeside.

- Approved, June 27, 2000 

San Francisco

Quad City Bank and Trust Company, Bettendorf, Iowa -- to establish a branch at 

5515 Utica Ridge Road, Davenport.

- Approved, June 28, 2000 

Chicago

(AC) = Addition or Correction Delegated - Page 1 of 9
H.2 Actions under delegated authority June 25, 2000 to July 1, 2000

Bank Holding Companies

Amana Bancshares, Inc., Southfield, Michigan -- to become a bank holding company 

through the acquisition of Amana Bank, Dearborn, a de novo bank.

- Returned, June 26, 2000 

Chicago

Capitol Bancorp, Ltd., Lansing, Michigan, and Sun Community Bancorp Limited, 

Phoenix, Arizona -- to acquire shares of Arrowhead Community Bank, Glendale, a 

de novo bank.

- Approved, June 29, 2000 

Chicago

Cumberland Bancorp, Inc., Nashville, Tennessee -- waiver of a commitment.

- Granted, June 29, 2000 

Atlanta

Cumberland Bancshares, Inc., Hartsville, Tennessee -- to acquire shares of Academy 

Bank, Lebanon, a de novo bank.

- Returned, June 29, 2000 

Atlanta

First United Bancshares, Inc., El Dorado, Arkansas -- waiver of application in 

connection with the proposed merger of its subsidiary bank, FirstBank, Texarkana, 

Texas, with First Federal Savings and Loan Association, Texarkana, Arkansas, and 

the acquisition of First Federal's parent company, Texarkana First Financial 

Corporation.

- Granted, June 29, 2000 

St. Louis

Fulton Financial Corporation, Lancaster, Pennsylvania -- to merge with Skylands 

Financial Corporation, Hackettstown, New Jersey, and thereby acquire Skylands 

Community Bank.

- Approved, June 29, 2000 

Secretary

MSB Financial, Inc., Manhattan, Montana -- to become a bank holding company 

through the acquisition of Manhattan State Bank.

- Approved, June 27, 2000 

Minneapolis

(AC) = Addition or Correction Delegated - Page 2 of 9
H.2 Actions under delegated authority June 25, 2000 to July 1, 2000

Bank Holding Companies

National Commerce Bancorporation, Memphis Tennessee -- to engage directly in 

lending in connection with the acquisition of CCB Financial Corporation, Durham, 

North Carolina.

- Approved, June 30, 2000 

St. Louis

North Bay Bancorp, Napa, California -- to acquire Solano Bank, Vacaville, a de 

novo bank.

- Approved, June 29, 2000 

San Francisco

Northwest Financial Corporation, Spencer, Iowa -- to acquire shares of Marquette 

Bank Oelwein, N.A., Oelwein.

- Approved, June 30, 2000 

Chicago

Park Meridian Financial Corporation, Charlotte, North Carolina -- to become a bank 

holding company through the acquisition of Park Meridian Bank.

- Approved, June 29, 2000 

Richmond

Plains Bancorporation, Inc., Lubbock, Texas -- to acquire Sudan Bancshares, Inc., 

Sudan, and its subsidiary, The First National Bank of Sudan.

- Approved, June 26, 2000 

Dallas

Regions Financial Corporation, Birmingham, Alabama -- to acquire Heritage 

Mortgage Company, Hutto, Texas, and thereby engage in making, acquiring, 

brokering, or servicing loans or other extensions of credit.

- Approved, June 28, 2000 

Atlanta

Salem Community Bankshares, Inc., Salem, Virginia -- to become a bank holding 

company through the acquisition of Salem Bank & Trust, N.A.

- Approved, June 29, 2000 

Richmond

(AC) = Addition or Correction Delegated - Page 3 of 9
H.2 Actions under delegated authority June 25, 2000 to July 1, 2000

Bank Holding Companies

Somerset Trust Holding Company, Somerset, Pennsylvania -- to acquire Somerset 

Trust Company, and for Somerset Trust Company to merge with Somerset Interim 

Bank.

- Approved, June 29, 2000 

Cleveland

Bank Mergers

James River Bank/Colonial, Smithfield, Virginia, and James River Bank, Waverly -- 

to merge with Bank of Suffolk, Suffolk; and for James River Bank, Waverly, to 

purchase certain assets and assume certain liabilities of the branch at 524 North Main 

Street, Emporia, of One Valley Bank-Central Virginia, National Association, 

Lynchburg.

- Approved, June 30, 2000 

Richmond

Old Kent Bank, Grand Rapids, Michigan -- to merge with Grand Premier Trust and 

Investment, Inc., National Association, Freeport, Illinois, and to retain and operate 

an office at the current location of Grand Premier Trust.

- Approved, June 29, 2000 

Secretary

Security Bank, Ralls, Texas -- to merge with Security Bank, Idalou, and thereby 

establish branches.

- Approved, June 29, 2000 

Secretary

Bank Premises

Bank of Holden, Holden, Missouri -- investment in bank premises.

- Approved, June 27, 2000 

Kansas City

Banks, Nonmember, And Miscellaneous Institutions

AmSouth Bank Agency Services, Nashville, Tennessee -- transfer agent registration.

- Approved, June 27, 2000 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 4 of 9
H.2 Actions under delegated authority June 25, 2000 to July 1, 2000

Banks, State Member

F&M Bank-Emporia, Emporia, Virginia -- to purchase certain assets and assume 

certain liabilities of branches of Wachovia Bank, National Association, WinstonSalem, North Carolina, in Blackstone, Franklin, Kenbridge, and Drakes Branch, 

Virginia.

- Approved, June 27, 2000 

Richmond

New Peoples Bank, Inc., Honaker, Virginia -- transfer agent registration.

- Approved, June 27, 2000 

Director, BS&R

Pinnacle Bank, Lexington, Nebraska -- payment of a dividend.

- Approved, June 28, 2000 

Kansas City

Security Bank, Coos Bay, Oregon -- transfer agent registration.

- Withdrawn, June 27, 2000 

Director, BS&R

Capital Stock

Pioneer Community Group, Inc., Iaeger, West Virginia -- redemption of stock.

- Approved, June 30, 2000 

Richmond

Change In Bank Control

American BancShares Corporation, Livingston, Tennessee -- change in bank control.

- Returned, June 29, 2000 

Atlanta

Financial Services of the Rockies, Inc., Colorado Springs, Colorado -- change in 

bank control.

- Permitted, June 29, 2000 

Kansas City

(AC) = Addition or Correction Delegated - Page 5 of 9
H.2 Actions under delegated authority June 25, 2000 to July 1, 2000

Change In Bank Control

Plaquemine Bancshares Corporation, Plaquemine, Louisiana -- change in bank 

control.

- Permitted, June 30, 2000 

Atlanta

Sarasota BanCorporation, Inc., Sarosota, Florida -- change in bank control.

- Returned, June 29, 2000 

Atlanta

Competitive Factors Reports

Century National Bank, Washington, D. C. -- report on competitive factors of the 

proposed purchase of certain assets and assumption of certain liabilities of the 

Reston, Virginia, branch of Resource Bank, Virginia Beach.

- Submitted, June 29, 2000 

Richmond

Community South Bank, Parsons, Tennessee -- report on competitive factors of the 

proposed merger with Lewis County Bank, Hohenwald.

- Submitted, June 28, 2000 

St. Louis

Dent County Bank & Trust Company, Salem, Missouri -- report on competitive 

factors of the proposed merger with Town & Country Bank, Bourbon, and Peoples 

Security Bank, Licking.

- Submitted, June 28, 2000 

St. Louis

First Community Bank, Pocahontas, Arkansas -- report on competitive factors of the 

proposed merger with Bank of Tuckerman, Tuckerman.

- Submitted, June 29, 2000 

St. Louis

First Federal Savings & Loan Association of Edwardsville, Edwardsville, Illinois -- 

report on competitive factors of the proposed merger with Interim One.

- Submitted, June 30, 2000 

St. Louis

(AC) = Addition or Correction Delegated - Page 6 of 9
H.2 Actions under delegated authority June 25, 2000 to July 1, 2000

Competitive Factors Reports

First Savings Bank, Norwood, Ohio -- report on competitive factors of the proposed 

acquisition of certain assets and assumption of certain liabilities of the branch of 

Americana Bank of Ohio, FSB, Cincinnati, at 6385 Branch Hill Guinea Pike Road, 

Loveland.

- Submitted, June 27, 2000 

Cleveland

Heritage State Bank, Fort Benton, Montana -- report on competitive factors of the 

proposed merger with Heritage Bank, FSB, Great Falls.

- Submitted, June 26, 2000 

Minneapolis

ING USA Holding, Wilmington, Delaware -- report on competitive factors of the 

proposed acquisition of ReliaStar Financial Corp., Minneapolis, Minnesota, and 

ReliaStar Bank, Saint Cloud.

- Submitted, June 26, 2000 

Philadelphia

Regions Bank, Birmingham, Alabama -- report on competitive factors of the 

proposed mergers with Texas Heritage Bank, Hutto, Texas; Security First National 

Bank, Alexandria, Louisiana; and Bank at Ormond By-the-Sea, Daytona Beach, 

Florida.

- Submitted, June 27, 2000 

Atlanta

Third Federal Savings & Loan Association of Cleveland, MHC, Cleveland, Ohio -- 

report on competitive factors of the proposed acquisition of PenFed Bancorp, Inc., 

Falmouth, Kentucky, and Pendleton Federal Savings Bank.

- Submitted, June 27, 2000 

Cleveland

Extensions Of Time

Bancorp Rhode Island, Inc., Providence, Rhode Island -- extension to October 2, 

2000, to become a bank holding company through the acquisition of Bank Rhode 

Island.

- Granted, June 30, 2000 

Boston

(AC) = Addition or Correction Delegated - Page 7 of 9
H.2 Actions under delegated authority June 25, 2000 to July 1, 2000

Extensions Of Time

Cardinal Financial Corporation, Fairfax, Virginia -- extension to September 29, 2000, 

to acquire Cardinal Bank-Alexandria/Arlington, N.A., Alexandria, a de novo bank.

- Granted, June 29, 2000 

Richmond

Cumberland Bancorp, Inc., Nashville, Tennessee -- extension to October 7, 2000, to 

acquire The Bank of Mason, Mason.

- Granted, June 29, 2000 

Atlanta

Heartland Bancshares, Inc., Lenox, Iowa -- extension to September 23, 2000, to 

engage in operating a nonbank depository institution on conversion of its wholly 

owned subsidiary, First Community National Bank, Corning, to a federal savings 

charter.

- Granted, June 19, 2000 (AC)

Chicago

U.S. Bancorp, Minneapolis, Minnesota -- extension to May 1, 2001, to fulfill certain 

commitments in connection with its acquisition of Piper Jaffray Companies, Inc.

- Approved, June 30, 2000 

Director, BS&R

Waumandee Bancshares, Ltd., Waumandee, Wisconsin -- extension to October 13, 

2000, to acquire Waumandee State Bank.

- Granted, June 30, 2000 

Minneapolis

Financial Holding Companies

Farmers State Bancshares, Inc., Bangor, Wisconsin -- election to become a financial 

holding company.

- Effective, June 29, 2000 

Minneapolis

Heartland Bancshares, Inc., Lenox, Iowa -- election to become a financial holding 

company.

- Effective, June 29, 2000 

Chicago

(AC) = Addition or Correction Delegated - Page 8 of 9
H.2 Actions under delegated authority June 25, 2000 to July 1, 2000

Financial Holding Companies

MBT Bancorp, West Harrison, Indiana -- election to become a financial holding 

company.

- Effective, June 29, 2000 

Chicago

Osceola Bancorporation, Osceola, Iowa -- election to become a financial holding 

company.

- Effective, June 29, 2000 

Chicago

Membership

1st Pacific Bank of California, San Diego, California, a de novo bank -- to become a 

member of the Federal Reserve System.

- Approved, June 29, 2000 

San Francisco

Plaza Bank, San Antonio, Texas -- to become a member of the Federal Reserve 

System.

- Approved, June 30, 2000 

Dallas

Security Bank, Pawnee, Oklahoma -- to retain membership in the Federal Reserve 

System after the conversion of its predecessor institution, Security Bank N.A., to a 

state charter.

- Approved, June 27, 2000 

Kansas City

Regulations And Policies

Federal Open Market Committee -- minutes of the meeting on May 16, 2000.

- Published, June 29, 2000 

FOMC

(AC) = Addition or Correction Delegated - Page 9 of 9
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, July 01, 2000

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

4(c)(8) Boston Private Financial Holdings, Inc., Boston, Massachusetts

to acquire Sand Hill Advisors, Inc., Menlo Park, California and

thereby engage in investment advisory services consistent with

section 225.28 (b)(6) of Regulation Y

Fed Reg - 07/17/2000

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 third Quarter of 2000

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, July 1, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA The Governor and Company of the Bank of Ireland, Dublin,

Ireland, to establish a representative office in Greenwich,

Connecticut.

Newspaper – N/Avail

FBSEA Caixa Economica Montepio Geral, Lisbon, Portugal, to establish

a representative office in Newark, New Jersey.

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

3(a)(3)\3(a)(5)\

4(c)(8)\18(c)

M&T Bank Corporation, Buffalo, New York, and Olympia

Financial Corporation, Buffalo, New York, ( i) to acquire by

merger Keystone Financial Inc., (“Keystone”) and thereby

acquire its wholly-owned subsidiary, Keystone Financial Bank,

N.A.; (“Keystone Bank”) and (ii) to acquire Keystone’s whollyowned nonbanking subsidiaries. Manufacturers and Traders

Trust Company, Buffalo, New York, to merge with Keystone

Bank, and as incident thereto, to establish branches .*

Newspaper - 07/12/2000

Fed. Reg. – N/Avail

3(a)(1) Avant Financial LLC, Syracuse, New York, to become a

bank holding company by acquiring 67.5 percent of the

voting shares of Reliance Bank, White Plains, New York.*

Newspaper – 07/29/2000

Fed Reg – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Unicredito Italiano S.P.A., Milan, Italy, to acquire The Pioneer

Group, Inc., and to engage in acting as investment and financial

adviser, providing administrative services to mutual funds,

acting as a general partner of or otherwise controlling

investment funds, acting as a commodity pool operator, and

conducting agency transactional services for customer

investments.

Fed Reg – N/Avail
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, July 1, 2000

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, July 1, 2000

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 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, July 1, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(C) Southern Financial Bank, Warrenton, Virginia, to merge with

First Savings Bank of Virginia, Springfield, Virginia .*

Newspaper – 07/19/2000

*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

4(c)(8) Southern Financial Bancorp, Inc., Warrenton, Virginia, to

acquire First Savings Bank of Virginia, Springfield, Virginia.

Fed Reg – 07/27/2000

Newspaper – 07/19/2000

3(a)(5) Cardinal Financial Corporation, Fairfax, Virginia, to acquire

Heritage Bancorp, Inc., McLean, Virginia .*

Fed Reg – 07/27/2000

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

S/R State Bancorp, Inc., Bruceton Mills, West Virginia, to redeem

44,069 shares of its common stock.

25A Branch Banking and Trust Company, Winston-Salem, North

Carolina, to establish BB&T International Services, L.L.C.,

Winston-Salem, North Carolina, an Agreement Corporation .*

*Correction.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, July 1, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch The Peoples Bank & Trust Company, Selma, Alabama, to

establish a branch located at 720 Skyland Boulevard East,

Tuscaloosa, Alabama.

07/11/2000*

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at

6943 Douglas Boulevard, Douglasville, Georgia.

07/06/2000*

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at

the intersection of Owings Mills Boulevard and Reisterstown

Road, Owings Mills, Maryland.

07/07/2000*

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at

2644 Chapel Lake Drive, Gambrills, Maryland.

07/07/2000*

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at

540 Benfield Road, Severna Park, Maryland.

07/07/2000*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) First Home Bancorp, Inc., Seminole, Florida, to become a bank

holding company by acquiring First Home Bank, Seminole,

Florida.

N/Avail*

3(a)(1) Integrity Bancshares, Inc., Alpharetta, Georgia, to become a

bank holding company by acquiring Integrity Bank, Alpharetta,

Georgia (in organization).

N/Avail*

3(a)(3) Cumberland Bancshares, Inc., Hartsville, Tennessee, to acquire

51 percent of the outstanding shares of Academy Bank,

Lebanon, Tennessee (in organization).

Fed Reg - 07/17/2000*

*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

4(c)(8) Century South Banks, Inc., Alpharetta, Georgia, to engage in

providing agency transactional services, including securities

brokerage activities and investment advisory services, through

its wholly-owned subsidiary, Century South Securities, Inc.,

Duluth, Georgia.

3(a)(1) FMB Equibanc, Inc., Statesboro, Georgia, notice to become a

bank holding company by acquiring Farmers & Merchants

Bank, Statesboro, Georgia.

OTHFOR AmSouth Bank, Birmingham, Alabama, to establish an

agreement corporation and a wholly owned Bermuda subsidiary

of the agreement corporation.

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.
Section V – Availability of CRA public evaluations

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2616076 Riverside Bank

521 Del Prado Boulevard

Cape Coral, Florida

(941) 573-9000

03/13/2000 06/19/2000 S X

873334 American Bank and Trust Company

 of Polk County

Post Office Box 3400

Lake Wales, Florida

(941) 676-7631

02/22/2000 06/29/2000 S X

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, July 1, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Notification by Perry B. Hansen, Douglas M. Kratz and Francis

P. McCarthy, of a Change in Control to acquire at least 50

percent of the issued and outstanding voting stock of Second

Mid-America Bancorp, Inc., Savanna, Illinois.

Fed Reg – 07/19/2000

Newspaper – N/Avail

3(a)(1) Grant County State Bancshares, Inc. Employees Stock

Ownership Plan, Swayzee, Indiana, for prior approval to become

a bank holding company through the acquisition of 28 percent of

the voting shares of Grand County State Bancshares, Inc.,

Swayzee, Indiana and thereby indirectly acquire Grant County

State Bank, Swayzee, Indiana .*

Fed Reg – 07/31/2000

Newspaper – 07/18/2000

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Byron Bancshares, Inc., Byron, Illinois, notification of intent to

continue to sell mutual funds through Byron Bank Financial

Services, Byron, Illinois and thereby engage in securities

brokerage activities.

Fed Reg – 07/14/2000
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 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, July 1, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Notice by Fifth Third Bank Kentucky, Inc., Louisville,

Kentucky, to establish a branch at 401 West Reynolds Road,

Lexington, Kentucky.*

6/26/2000

Branch Notice by One Bank and Trust, Little Rock, Arkansas, to

establish a branch at Arkansas Highways #9 and #92, Center

Ridge, Arkansas.*

7/1/2000

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

CIC Notice involving Marked Tree Bancshares, Inc., Marked Tree,

Arkansas, by the L.V. Ritter Trust No. 2.

Newspaper – N/Avail.

Fed Reg – 7/19/2000

CIC Notice involving Summit Bancorp, Inc., Arkadelphia, Arkansas,

by the Whipple Family Banking Limited Partnership (Ross M.

Whipple general partner).

Newspaper – 7/13/2000

Fed Reg – 7/5/2000

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, July 1, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1)A The EastBank Corporation, Minneapolis, Minnesota, for prior

approval to become a bank holding company through the

acquisition of 100% of the voting shares of EastBank,

Minneapolis, Minnesota, a de novo bank.*

Fed Reg – 07/28/2000

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

4(c)(8)LLEX Community First Bankshares, Inc. Fargo, North Dakota, to

engage in operation a general insurance agency in a place with a

population not exceeding 5,000 through the acquisition of

certain assets of Paula Carper Crop Insurance, LLC, Holyoke,

Colorado.
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, July 1, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Chickasha Bank & Trust Company, Chickasha, Oklahoma, to

establish a branch at South Coblake and Highway 281, Apache,

Oklahoma.

Newspaper - 07/07/2000

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

Type Application

Ending date of

comment period

3(a)(1) Southwest Capital, L.L.C., Weatherford, Oklahoma, to become a

bank holding company through becoming a general partner of

The Jack and Katherine Dickey Family Limited Partnership,

Weatherford, Oklahoma, and thereby indirectly acquire First

Farm Credit Corporation, Weatherford, Oklahoma.

Newspaper - 07/28/2000

Fed Reg - N/Avail

3(a)(1) The Jack and Katherine Dickey Family Limited Partnership,

Weatherford, Oklahoma, to become a bank holding company

through the acquisition of 59.6 percent of the voting shares of

First Farm Credit Corporation, Weatherford, Oklahoma, and

thereby indirectly acquire Southwest National Bank,

Weatherford, Oklahoma.

Newspaper - 07/28/2000

Fed Reg - N/Avail

3(a)(1) FNB Financial Corporation, Las Vegas, New Mexico, to become

a bank holding company through the acquisition of 100 percent

of the voting shares of First National Bank in Las Vegas, Las

Vegas, New Mexico.

Newspaper - N/Avail

Fed Reg - 07/31/2000

3(a)(5) Sooner Southwest Bankshares, Inc., Tulsa, Oklahoma, to merge

with and thereby acquire 100 percent of the voting shares of

State National Bancshares, Inc., Heavener, Oklahoma, and

thereby indirectly acquire State National Bank, Heavener,

Oklahoma.

Newspaper - N/Avail

Fed Reg - 07/21/2000

3(a)(3) Commfirst Bancorp, South Sioux City, Nebraska, to acquire 100

percent of the voting shares of Robuck, Inc., South Sioux City,

Nebraska, and thereby indirectly acquire Iowa State Bank,

Onawa, Iowa.

Newspaper - 07/31/2000

Fed Reg - 07/19/2000
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC David R. and Norvelle Dickey, Oklahoma City, Oklahoma, to

retain voting shares of First Thomas Ban Corp, Thomas,

Oklahoma, and thereby indirectly retain First National Bank of

Thomas, Thomas, Oklahoma.

Newspaper 07/22/2000

Fed Reg - 07/11/2000

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, July 1, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) First West Texas Bancshares, Inc., Midland, TX, to acquire

First Pecos Bancshares, Inc., Midland, TX,

First National Bank, Pecos, TX,

First National Bank, Alpine, TX, and

First National Bank, Fort Stockton, TX*

Fed Reg – 07/28/2000

Newspaper – N/Avail

CIC Testamentary Trusts A and B and Constance M. Vickery,

Houston, TX, to acquire an interest in

Texas Coastal Bank, Pasadena, TX

Fed Reg – 07/19/2000

Newspaper – N/Avail

CIC Charles Asher Rosebrough, III, and Nancy King Rosebrough,

Graham, TX, to acquire an interest in

First Graham Bancorporation, Graham, TX

(previously reported the week ending June 17, 2000)

Fed Reg – 07/10/2000

Newspaper – 06/30/2000

3(a)(3) First Graham Bancorporation, Inc., Graham, TX, to acquire

First Bryson Bancorporation, Inc., Flower Mound, TX,

First Security Bancshares of Delaware, Inc., Dover, DE, and

First Security Bank, Flower Mound, TX*

Fed Reg – 07/14/2000

Newspaper – 07/14/2000

3(a)(3) State National Bancshares, Inc., Lubbock, TX, to acquire

Ruidoso Bank Corporation, Inc., Ruidoso, NM, and

Ruidoso State Bank, Ruidoso, TX*

Fed Reg – N/Avail

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, July 1, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Farmers & Merchants Bank of Rockford, Spokane, Washington,

to establish a branch office at Country Vista Drive and Liberty

Lake Road, Liberty Lake, Washington. *

Newspaper - 06/30/2000

Branch Westamerica Bank, San Rafael, California, to establish a branch

office at 3499 Brookside Road, Stockton, California. *

Newspaper - 07/07/2000

* 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)(5) Wells Fargo & Company, San Francisco, California, to acquire

First Security Corporation, Salt Lake City, Utah, and thereby

indirectly acquire its wholly-owned bank and nonbank

subsidiaries. *

Newspaper - 07/31/2000

Fed Reg - N/Avail

CIC Alan E. Knudson and the Knudson Family Limited Partnership,

Draper, Utah, to retain voting shares of Silver State Bancorp,

and thereby indirectly retain voting shares of Silver State Bank,

both of Henderson, Nevada. *

Newspaper - 05/19/2000

Fed Reg - 07/17/2000

3(a)(3) Eggemeyer Advisory Corp., WJR Corp., Castle Creek Capital,

LLC, Castle Creek Capital Partners Fund I, LP, Castle Creek

Capital Partners Fund IIa, LP, and Castle Creek Capital Partners

Fund IIb, LP, all of Rancho Santa Fe, California, to acquire

more than 5 percent of Ruidoso Bank Corporation and thereby

indirectly acquire Ruidoso State Bank, both of Ruidoso, New

Mexico. *

Newspaper - 07/28/2000

Fed Reg - 07/31/2000

3(a)(5) Heritage Commerce Corp., San Jose, California, to merge with

Western Holdings Bancorp, and thereby acquire Bank of Los

Altos, both of Los Altos, California. *

Newspaper - 08/04/2000

Fed Reg - N/Avail

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

Type Application

Ending date of

comment period

4(c)(8) Zions Bancorporation, Salt Lake City, Utah, to acquire GarbanIntercapital plc, London, England, and thereby engage in

brokerage activities.

Fed Reg - 07/19/2000

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

Type Application

4(c)(8) CPB, Inc., Honolulu, Hawaii, to engage in the activities of

providing loans and other extensions of credit through CPB Real

Estate, Inc., Honolulu, Hawaii.

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 neig hborhoods. 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

2717012 Pacific Mercantile Bank

450 Newport Center, Suite 100

Newport Beach, CA 92660

(949) 644-8040

02/21/2000 06/27/2000 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