District
Federal Reserve Bank of Cleveland
Applications and notifications filed during the week ending 8/30/97

Section I - Applications subject to newspaper notice only

Ending date of
Type Application comment period

NONE

Footnotes

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

Ending date of
Type Application comment period
NONE
Footnotes
Section III - Applications subject to Federal Register notice only
Ending date of
Type Application comment period
NONE
Footnotes
Section IV - Applications not subject to Federal Register or newspaper notice
Ending date of
Type Application comment period
4C8 Notice Filing by National City Corporation, Cleveland, OH on Not Applicable

8/27/97 of its intent to acquire FA Holdings, Inc., Louisville,
KY through its wholly-owned subsidiary, National Processing,
Inc., Louisville, KY.

Footnotes



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluations
week ending August 29, 1997
(Continued)

ASSIGI IT OF RATINt
Identification of Ratings

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

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.
An institution in this group has a substantially deficient record of ascertaining and helping to meet the

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

BANK(S) EXAMINED. DATE OF EXAMINATION CRA RATING
Farmers State Bank of West Concord May 27, 1997 Satisfactory
P.O. Box 245

West Concord, MN 55985-0245
(507) 527-2236



RESERVE BANK APPLICATIONS BULLETIN For week ending August 29, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

Identification of Ratings:
Outstanding record of meeting community credit needs

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

Satisfactory record of meeting community credit needs

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

Needs to improve record of meeting community credit needs

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

Substantial noncompliance in meeting community credit needs

An institution in this group has a substantially deficient record of ascertaining and helping to meet

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

Examination
Date

Name of Bank

Bank Address



Federal Reserve Bank of Dallas

Section V - Publicly available CRA evaluations

Description of the CRA goal against which institutions are evaluated, the four performance levels, and the
institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which is has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

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

Outstanding
Satisfactory
Needs to improve
Substantial noncompliance
RSSD Examination CRA CRA
number Institution/ Location date public date rating
1017658 Texas State Bank 97/05/12 97/08/25 Strong
P. O. Box 4797
3900 N. 10th Street
McAllen, TX 78501
Section VI - CRA examinations scheduled Quarter of
Institution Location
*N/A

* Not Available.



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

Li . jod Endi
Iron Bancshares, Inc., Newspaper Not Yet Established
Salisbury, Connecticut -

to become a bank holding Federal Register 10-02-97

company by acquiring 100%
of the voting shares of The
National Iron Bank,
Salisbury, Connecticut*

SECTION III - APPLICATIONS SUBJECT TO
FEDERAL REGISTER NOTICE ONLY

NONE

Application
NONE
SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
Institution Examination Date Rating**



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Proffitt, Richard Todd, Tennessee State CIBC Atlanta August 5, 1997
Pigeon Forge, TN Bancshares, Inc., Pigeon

Forge, TN (formerly

Gatlinburg, TN), and

Tennessee State Bank,

Gatlinburg, TN
Progress Bancshares, Progress Bank of Sullivan, 3 St. Louis August 8, 1997
Inc., Sullivan, MO Sullivan, MO, a

de novo bank
Provident Financial Florida Gulfcoast Bancorp, 3 Cleveland July 24, 1997
Group, Inc., & FGBI Inc., Sarasota, FL, and
Acquisition Corp., both Enterprise National Bank of
of Cincinnati, OH Sarasota,

Sarasota, FL
Regions Financial Griffin Federal Savings 4 Atlanta September 15, 1997
Corporation, Bank, Griffin, GA operating
Birmingham, AL a savings association (b)(4)
Remington, Thomas J., Clatonia Bancshares, Inc., CIBC Kansas City July 18, 1997
and S. June, both of Clatonia, NE, and
Lincoln, Farmers Bank of Clatonia,
NE, and Remingrton, Clatonia, NE
Ada E., McCook, NE
Republic Bancshares, F.F.O. Financial Group, 4 Atlanta May 23, 1997
Inc., Inc.,
St. Petersburg, FL St. Cloud, FL, and First

Federal Savings and Loan

Association of Ocelola

County, Kissimmee, FL,

operating a savings

association (b)(4)(ii)
Reynolds, Marshall T., St. Mary Holding CIBC Atlanta August 15, 1997
Huntington, WV Corporation, and Saint

Mary Bank & Trust

Company, Franklin,

Louisiana
Rockdale National Rockdale National Bank, 3 Atlanta August 22, 1997
Bankshares, Conyers, Conyers, GA.

GA
CORRECTION



Applicant or notificant

Acquiree or activity Section of law Reserve Bank

End of comment period

Canadian Imperial Bank
of Commerce(3),
Toronto, CA
CONTINUED

Canadian Imperial Bank
of Commerce(4),
Toronto, Canada
CONTINUED

Carolina First
Corporation, Greenville,
sc

Cates, Joe Lecil and
Cates, Roger Kevin,
both of Leedy, OK.

Central Illinois Bancorp,

Sidney, IL

Centre 1 Bancorp, Inc.,
Beloit, WI

in activities related to 4 New York
extending credit (b)(2); in
providing financial &
investment advisory
services (b)(6); in providing
securities brokerage,
riskless principal, private
placement, futures
commission merchant &
other agency transactional
CONTINUED

services (b)(7); in 4 New York
underwriting & dealing in

government obligations &

money market instruments,

providing investments &

trading services & buying

& selling bullion & realted

activities (b)(8)

First Southeast Financial 4 Richmond
Corporation, Anderson, SC

& First Federal Savings &

Loan Association of

Anderson, Anderson, SC in

operating a savings & loan

association (b)(4)(ii)

Western Oklahoma
Bancshares, Inc., Elk City,
OK, and Bank of Western
Oklahoma, Elk City, OK

CIBC Kansas City

First Ozaukee Capital 3 Chicago
Corporation,

Cedarburg, WI, and

First Ozaukee Savings

Bank,

Cedarburg, WI

First Winnebago 3 Chicago
Corporation, Winnebago,
IL & First National Bank of

Winnebago

August 28, 1997

August 28, 1997

September 3, 1997

August 11, 1997

June 26, 1997

September 26, 1997


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Biggs, Daniel Biggs;
Grimes, Merlin; ED&J,
Inc., c/o David Marmie;
Carr, Ronald and Call,
Dennis; and Southard,
R. Joe, all of Great
Bend, KS

Bloomberg, John Isaac,
Park City, UT

Bloomer Bancshares,
Inc., Bloomer, WI

Bryan Family
Management Trust,
Bryan, TX, and Bryan-
Heritage Limited
Partnership, Bryan, TX

CB&T, Inc.,
McMinnville, TN

Cabot Bankshares, Inc.,
Cabot, AR

Cabot Bankshares, Inc.,
Cabot, AR

Cabot Bankshares, Inc.,
Cabot, AR
CORRECTION

Caisse Nationale de
Credit Agricole Paris,
France

First Wakeeney Agency, CIBC
Inc., Wakeeney, KS, and
Interstate Bank, Great

Bend, KS

Draper BanCorp, Draper, CIBC
UT and Draper Bank &

Trust, Draper, UT

Peoples State Bank, 3
Bloomer, WI

Bryan-Heritage Limited 3
Partnership, Bryan, TX, and

The First National Bank of
Bryan, Bryan, TX

CBT Insurance, Inc., 4
Smithville, TN in insurance
activities, (b)(11)

The Capital Bank, Little 3
Rock, AR

The Capital Bank, Cabot, 3
AR

The Capital Bank, Little 3
Rock, AR

Credit Agricole Indosuez, 4
Paris, France, and Indosuez
Investment Management
Services, Inc.,

Menlo Park, CA investment
management and advisory
services (b)(6)

Kansas City

San Francisco

Minneapolis

Dallas

Atlanta

St. Louis

St. Louis

St. Louis

Chicago

July 3, 1997

August 12, 1997

September 5, 1997

July 21, 1997

August 20, 1997

August 11, 1997

July 11, 1997

July 11, 1997

July 25, 1997


Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Crestar Financial
Corporation, Richmond,
VA

Crestar Financial
Corporation, Richmond,
VA

Cross County Bank
Employee Stock
Ownership Plan,
Wynne, AR

Dean Financial
Services, Inc., St. Paul,
MN

Deposit Guaranty Corp.,
Jackson, MS

Deutsche Bank, AG
(Main)

Federal Republic of
Germany

American Nat'l Bancorp,
Inc., & American Nat'l
Savings Bank, F.S.B.,
Baltimore, MD acting as
agent in the sale of mutual
funds (b)(7); in the sale of
home mortgage redemption
insurance (b)(11)(i); and in
the sale of annuities

(&\(11 (vii)

American National
Bancorp, Inc., Baltimore,
MD,

and American National
Savings Bank,

F.S.B., Baltimore, MD
operating a

savings and loan
association (b)(4)

Cross County Bancshares,
Inc., Wynne, AR, and
Cross County Bank,
Wynne, AR

The First National
Corporation of Aitkin, Inc.,
& The First National Bank
of Aitkin, Aitkin, MN; Mid-
Continent Financial
Services, Inc.,
Bloomington, MN, & State
Bank of Edgerton,
Edgerton, MN; & The First
State Bank of Eden Prairie,
Eden Prairie, MN

CSF Acquisition Corp.,
Jackson,

MS; CitiSave Financial
Corporation, Baton

Rouge, LA; Citizens
Savings Association, F.A.,
Baton Rouge, LA operating
a savings association (b)(4)

Ganis Credit Corporation,
‘Newport Beach, CA,
lending (b)(1)

CIBC

4

Richmond

Richmond

St. Louis

Minneapolis

Atlanta

‘New York

August 15, 1997

August 15, 1997

August 4, 1997

August 15, 1997

July 3, 1997

May 12, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Firstbank of Illinois Co., Geneva Capital 4 Chicago August 26, 1997
Springfield, IL Corporation, Springfield,

IL serving as a broker in IL,

IN & St. Louis, MO for

mortgage loans to

companies engaged in

operating income-

producing commercial real

estate & in extending credit

& servicing loans (bX(1)
Florida Bancshares, Inc., First National Bank of 3 Atlanta April 21, 1997
Dade City, FL Pasco,

Dade City, FL
FSB Bancorp, MHC & Franklin Savings Bank, CIBC Boston August 28, 1997
FSB Bancorp, both of Farmington, MN
Farmington, ME
CORRECTION
FSB Bancorp, MHC, Franklin Savings Bank, 3 Boston August 28, 1997
and FSB Bancorp, both Farmington, ME
of Farmington, ME
Gage, W. Allen, First Bancshares of Texas, CIBC Dallas August 28, 1997
Houston, TX Inc., Houston, TX & First

Bank of Texas, Tomball, TX
Gideon Bancshares First Midwest Bank of 3 St. Louis June 20, 1997
Company, Chaffee,
Dexter, MO Chaffee, MO.
Gold Banc Corporation, Farmers Bancshares of 3 Kansas City August 21, 1997
Inc., Leawood, KS Oberlin, Inc., Oberlin, KS,

and Farmers National Bank,

Oberlin, KS
Greenblatt, Leon A., III, Home Financial Bancorp, CIBC Chicago July 9, 1997
and Chiplease, Inc., Spencer, IN, and Owen
both of Chicago, IL Community Bank, S.B.,

Spencer, IN
Greer, Elmo, Cumberland Valley CIBC Cleveland May 23, 1997
East Bernstadt, KY Financial Company,

London, KY


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Bank of New York State Street Boston 3and4 New York March 14, 1997
Company, Inc., Corporation,
New York, NY Boston, MA;

State Street Bank and Trust

Company,

Boston, MA

trust, securities and data

processing activities (b)(3),

@)4), and (6)(7)
BankAmerica all of the assets, & assume 4 San Francisco September 9, 1997
Corporation(!), San all of the liabilities of
Francisco, CA Robertson Stephens &
CONTINUED Company Group

(*Group"), & Robertson

Stephen & Company, Inc.

CRS&Co., Inc."),

worldwide in underwriting

& dealing in, to a limited

extent, all types of

CONTINUED
BankAmerica and other securities 4 San Francisco September 9, 1997
Corporation(2), San activities
Francisco, CA
CONTINUED
Banterra Corp, 1st Bancorp Vienna, Inc., 3 St. Louis July 18, 1997
Eldorado, IL Vienna,

IL, First State Bank of

Vienna, Vienna, IL
Barnett Banks, Inc.(1), through HONOR, 4 Richmond September 3, 1997

Jacksonville, FL; BB&T
Corp., Winston-Salem,
NC; Central Fidelity
Banks, Inc., & Crestar
Financial Corp.,
Richmond, VA; First
American Corp.,
Nashville, TN; First
Citizens BancShares,
Inc., Raleigh, NC;
CONTINUED

Technologies, Inc.,
Maitland, FL, Monetary
Transfer System, L.L.C., St.
Louis, MO, directly &
indirectly in certain data
processing & electronic
funds

transfer services (b)(14)



Federal Reserve Bank of Richmond
Secti . labil £ public Eval .

Week ending August 29, 1997

Definition of Ratings

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

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

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

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

RSSD Examination
Number Name_of Bank ——_Date __ Rating
809324 The Annapolis Banking and

Trust Company
236 Main Street
Annapolis, Maryland 21401-2048 7-7-97 Outstanding

746429 Bank of McKenney
20718 1st Street
McKenney, Virginia 23872 7-14-97 Satisfactory



Federal Reserve Bank of Kansas City Week Ending August 29, 1997
SECTION J - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY
APPLICATION COMMENT PERIOD ENDING DATE

Community Bank & Trust, Neosho, Missouri, for Not Available
prior approval to merge with the Citizens Bank of

Missouri, Carl Junction, Missouri, and to establish

additional branches.

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

APPLICATION COMMENT PERIOD ENDING DATE

Peoples Commercial Bancorp, Inc., Stilwell, September 26, 1997
Oklahoma, for prior approval to become a bank

holding company through the acquisition of 100

percent of the voting shares of Bank of Commerce,

Stilwell, Oklahoma, and 96.25 percent of the voting

shares of Peoples Bank, Westville, Oklahoma.*

Bank Capital Corporation, Strasburg, Colorado, for September 26, 1997
prior approval to acquire 4.59 percent, for a total of 9
percent of the voting shares of Guaranty Corporation,
Denver, Colorado.
- APPLICAT ISTER

APPLICATION ENT PERIOD END! ATE

None.



|

Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Peoples Community Farmers Bank of Malone, 3 Atlanta July 14, 1997
Bancshares, Inc., Malone, FL
Colquitt,
GA
Peoples Financial Corp., Elderton State Bank, 3 Cleveland August 25, 1997
Inc., Ford City, PA Elderton, PA
Peoples-Marion The Peoples Bank, 3 St. Louis June 12, 1997
Bancorp, Inc., Marion, KY
Marion, KY
Plainview Holding American National 3 Kansas City June 23, 1997
Company, Creighton Co.,
Pilger, NE Creighton, NE, and
American National Bank of
Creighton,
Creighton, NE
Planters & Merchants Homestead Bank, S.S.B., 3 Dallas August 14, 1997
Bancshares, Inc., College Station, TX
Hearne,
TX, & Planters &
Merchants Bancshares
of Delaware, Inc.,
Wilmington, DE
Platt, Michael D., B-K Agency, Inc. Hardtner, CIBC Kansas City September 10, 1997

Hardtner, KS; Molz,
James L., Kiowa, KS;
Collins, David C., &
Pederson, Roland

C., both of Burlington,
OK

Premier Financial
Bancorp, Inc.,
Georgetown,

KY

Prestige Financial Corp.,
Flemington, NJ

Prillaman, Bob Maurice
& Lillias B., Marietta,
GA

KS, & The Farmers State
Bank, Harder, KS

The Sabina Bank, Sabina, 3 Cleveland August 21, 1997
OH
PSC Financial Services, 4 New York September 16, 1997

Inc., Flemington, NJ
securities brokerage
activities (b)(7(i)

Independent Bancshares, CIBC Atlanta August 29, 1997
Inc., Powder Springs, GA



H2 Page 3
August 24, 1997 to August 30, 1997

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

Colonial Bancgroup, Inc., Montgomery, Alabama -- to acquire Dadeland Software
Services, Miami, Florida, and engage in data processing computer software
activities, and related consulting service activities.

- Permitted, August 27, 1997

St. Louis

Community Financial Corp., Olney, Illinois -- to acquire Egyptian Bancshares, Inc.,
Carrier Mills, Illinois, and The Egyptian State Bank.
- Approved, August 27, 1997

New York

First Financial Caribbean Corporation, San Juan, Puerto Rico -- to become a bank
holding company in connection with the proposed conversion of Doral Federal
Savings Bank to a nonmember commercial bank; and by FFCC to continue to
engage in mortgage lending activities through Doral Mortgage Corporation, Hato
Rey, Puerto Rico.

- Approved, August 26, 1997

First Financial Caribbean Corporation, San Juan, Puerto Rico -- to retain AAA
Financial Services Corporation; RSC Corp; and Centro Hipotecario de Puerto Rico,
all of Hato Rey; and for FFCC to retain its investments in H-R-U-Data Center Inc.;
and Puerto Rico Island Limited Dividend Partnership, SE, both of San Juan, Puerto
Rico.

- Approved, August 26, 1997

Chicago
First State Bancshares, Inc., Ida Grove, Iowa -- to acquire First State Bank.
- Approved, August 27, 1997

Chicago
Firstbank of Illinois Co., Springfield, Illinois -- to acquire shares of Geneva Capital
Corp., and engage in lending activities.
- Approved, August 28, 1997

St. Louis

Hardin County Bancshares, Inc., Savannah, Tennessee -- to engage in general
insurance agency activities through the acquisition of Majors Insurance Agency,
Inc., Adamsville, Tennessee.

- Permitted, August 29, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Spanjer, Leland, Cozad, —_C.S.B. Co., Cozad, NE, CIBC Kansas City August 11, 1997
NE, in his capacity as Cozad State Bank & Trust
Personal Representative Company, Cozad, NE, and
of the Estate of Clifford First National Bank of
G. Young Chadron, Chadron, NE
Spectrum. First Savings & Loan 4 Minneapolis September 26, 1997
Bancorporation, Inc., Association of South
Omaha, NE Dakota, Inc., Aberdeen, SD
in the operation of a savings
association (b)(4)
Spehar, David L. & First Community CIBC Kansas City August 5, 1997
Nancy A., Kansas City, Bancshares, Inc., Kansas
KS City, KS, and First
Community Bank, Kansas
City, KS
Sterling Bancshares, First Houston Bancshares, 3 Dallas July 21, 1997
Inc., Houston, TX Houston, TX, and Houston
National Bank, Houston, TX
Suez Lyonnaise des Harbor Capital 4 New York August 21, 1997
Euax, Paris, France; Management, Inc., Boston,
Societe Generale de MA investment advisory
Belgique, Brussels, activities (b)(6); investment
Belguim; and Generale transactions as principal
de Banque, Brussels, (b)(8); & serve as general
Belguim partner of & provide
management & private
placement services to
unregistered investment
funds
Texas Financial CNB Bancshares of 3 Dallas September 26, 1997
Bancorporation, Inc., Victoria, Victoria, TX &
Minneapolis, MN & Citizens Bancorp of
Delaware Financial, Delaware, Inc.,
Inc., Wilmington, DE Wilimington, DE &
Citizens National Bank,
Victoria, TX
The Bank of Mulberry ACME Holding 3 St. Louis. June 23, 1997
Employee Stock Company, Inc.,
Ownership Mulberry, AR, and
Trust, The Bank of Mulberry,
Mulberry, AR Mulberry, AR



Applicant or notificant

Acquiree or activity

Section offaw Reserve Bank

End of comment period

Rockdale National
Bankshares, Inc.,
Conyers, GA

Rockdale National
Bankshares, Inc.,
Conyers, GA.

Rossenberg, Clifford R.,
Sunset Beach, CA

Saehan Bancorp, Los
Angeles, CA

Santander Holding
Internacional, S.A., and
Santusa Holding, S.L.,
both of Madrid, Spain

Security Bancshares,
Inc.,
Scott City, KS

Security State
Corporation,
Centralia, WA

Sephar, David L.,
Kansas City, KS

Rockdale National Bank,
Conyers, GA

Rockdale National Bank,
Conyers, GA

Security First Bank,
Fullerton, CA

Saehan Bank, Los Angeles,
CA

Banco Santander Puerto
Rico, San Juan, Puerto
Rico. Santander Holding
Invernacional, S.A.,
Santusa Holding, S.L., &
Banco Santander Puerto
Rico all currently are
subsidiaries of Banco
Santander, S.A., Madrid,
Spain

Intra Financial Corp., and
Exchange Bank of Clyde,
Clyde, KS; Farmers State
Bancshares

of Sabetha, Inc., Sabetha,
KS; Farmers

State Bank, Sabetha, KS;
Peoples Bancorp of
Belleville, Inc., and Peoples
Bank of

Belleville, Belleville, KS

Security State Bank,
Centralia, WA

First Community
Bancshares, Inc., Kansas
City,

KS, and First Community
Bank,

Kansas City, KS

San Francisco

San Francisco

Kansas City

San Francisco

Kansas City

August 25, 1997

August 22, 1997

May 27, 1997

September 19, 1997

September 10, 1997

June 20, 1997

June 9, 1997

July 25, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Union Planters Sho-Me Financial 4 St. Louis September 4, 1997
Corporation, Memphis, Corporation, Mt. Vernon,
TN, and its wholly- MO, and its wholly-owned
owned bank holding savings association
company subsidiary, Ist Savings
subsidiary, Capital Bank, f.s.b., Mt. Vernon,
Bancorporation, Inc., MO in operating a savings
Memphis, TN institution (b)(4\{ii)
United Bankshares, Inc., First Patriot Bankshares 3 Richmond June 16, 1997
Charleston, WV Corporation,
Reston, VA, and
Patriot National Bank,
Reston, VA
UST Corp. Boston, MA Firestone Financial Corp., 4 Boston. September 5, 1997
CORRECTION Newton, MA in installment
loan and lease financing
activities to commercial
customer (b)(1) & (6)(3)
UST Corp., Boston, MA Firestone Financial Corp., 4 Atlanta September 15, 1997
Newton, MA in installment
loan & lease financing
activities to commercial
customers (b)(1) & (b)(3)
Valcourt, Jeffery T., United Financial Banking CIBC Atlanta June 5, 1997
Arlington, VA Companies, Inc.,
Vienna, VA, and
The Business Bank,
Vienna, VA
Valley National Valley National Bank of 3 Atlanta September 5, 1997
Corporation, Lanett, AL Lannett, Lanett, AL
Wachovia Corporation, Central Fidelity Banks, 3 and 4 Richmond September 26, 1997

Winston-Salem, NC

Inc., & Central Fidelity
National Bank, Richmond,
VA; Central Fidelity
Insurance Agency,

Inc., Richmond, VA acting
as an agent or broker in the
sale of credit related
insurance (b)(11)}



Federal Reserve Bank of Chicago

Section V - Availability of CRA Public E .

The following state member banks have been examined by the Federal Reserve Bank of Chicago for compliance
with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed during the
week ending August 29, 1997. If you are interested in obtaining a copy of the evaluation document, please
contact the bank(s) directly.

Identification of Rati

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

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

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

SN - An institution in this group has a substantial noncompliance record of ascertaining
and helping to meet the credit needs of its entire delineated community, including

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

BANK NAME/LOCATION INATION D RATINGS

NONE



Section V - Availability of CRA public evaluations

Description of the CRA Goal against which institutions are evaluated, the four performance levels, and the
institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which it has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

The federal bank regulators use the following four performance levels to rate an institution’s performance under
CRA.:

Outstanding

Satisfactory

Needs to Improve
Substantial noncompliance

RSSD Examination CRA CRA

number Institution/ Location date public date rating

2347044 Ohio Heritage Bank SA2/97 8/29/97 Satisfactory
200 Main Street

Coshocton, OH 43812

Footnotes



Section 10 - Availability of CRA Public Evaluati

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

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

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

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

Substantial noncompliance in meeting community credit needs: An institution has a
substantially deficient record of ascertaining and helping to meet the credit needs of its entire

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

Bank CRA Rating Examination Date
West Coast Bank Satisfactory 05-27-97

Post Office Box 25869

Sarasota, Florida 34277

(813) 378-4400



Federal Reserve Bank of Richmond

i . iod di
First Community Bank, Inc.,

Buckhannon, West Virginia, to

establish a branch in the Wal-

Mart on U. S. Route 119 Bypass
Logan, West Virginia.* 9-8-97

None.

Section Iv - Application Not Subject to

jeral Regi ; wi .

None.

*Application is subject to CRA requirements.



RESERVE BANK APPLICATIONS BULLETIN For week ending August 29, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

licati Endof C Period

* Section 3(a)(3) notification by Exchange National
Bancshares, Inc., Jefferson City, Missouri, to acquire
Union State Bancshares, Inc., Clinton, Missouri. Newspaper: 9-24-97

* Section 3(a)(5) notification by First Commercial
Corporation, Little Rock, Arkansas, to merge with
First Charter Bancshares, Inc., North Little Rock, Arkansas. Newspaper: 9-17-97

None.

* This notification is subject to CRA.



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER.
NOTICE ONLY

Sterling Bank, Mount Laurel, NJ, to establish a branch in Mount Laurel Township, Burlington
NJ, pursuant to Section 9 of the Federal Reserve Act.

Newspaper comment period expires: N/Avail

Johnstown Bank & Trust Company, Johnstown, PA, to merge with Laurel Bank, Ebensburg,
PA and Fayette Bank, Uniontown, PA, pursuant to Section 18(c) & 5(d)(3) of the Federal

Deposit Insurance Act.

Newspaper comment period expires: 08//4/97


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

The Chase Manhattan
Corporation & Chase
Holdings Delaware,
Inc., New York, NY
CORRECTION

The Chase Manhattan
Corporation and Chase
Holding

Delaware Inc., New
York, NY

TNB Bancorporation,
Inc., Brenham, TX, and
TNB

Bancorporation of
Delaware, Inc.,
Wilmington, DE

Triangle Bancorp, Inc.,
Raleigh, NC

Union Bancshares, Inc.,
Fargo, ND

Union Planters
Corporation(1),
Memphis, TN
CONTINUED

Union Planters
Corporation(2),
Memphis, TN
CONTINUED

Chase Manhattan Bank & 3
Trust Company, National
Association, Los Angeles,

CA

New York

Chase Trust Company, 3 New York
National Association, Los

Angeles, CA

Texas National Bank, 3 Dallas
Brenham, TX

Bank of Mecklenburg, 3 Richmond

Charlotte, NC

Union State Bank of Fargo, 3
Fargo, ND

Magna Bancorp, Inc., 4 St. Louis
Hattiesburg, MS, &
Magnolia Federal Bank for
Savings, Hattiesburg, MS
indirectly

acquiring a federal savings
bank (b)(4); & Magna
Mortgage Co., Hattiesburg,
MS originating & servicing
mortgage loans (b)(1)
CONTINUED

& in providing real estate 4 St. Louis
appraisal & inspection

services (b)(2)

Minneapolis

August 18, 1997

August 18, 1997

July 29, 1997

August 1, 1997

September 15, 1997

August 15, 1997

August 15, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

First Commercial
Corporation, Little
Rock, AR

First Fairland
Banshares, Inc.,
Fairland, OK

First Financial
Bankshares, Inc.,
Abilene, TX

First Midwest Bancorp,
Inc., Itasca, IL

First National
Bancshares of Gallatin,
Inc.,

Gallatin, MO

First National
Bancshares, Inc., East
Lansing, MI

First National Bank
Shares, LTD., Great
Bend,

KS

First National of
Nebraska, Inc., Omaha,
NE, & its subsidiary
First Nationa! of
Colorado, Inc., Fort
Collins, CO

First Charter Bancshares,
Inc., North Little Rock, AR,
& Charter State Bank,
Beebee, Arkansas, Beebe,
AR

Fairland Holding Company,
Inc., Neosho,
MO

Southlake Bancshares, Inc.,
Southlake, TX & Texas
National Bank, Southlake,
TX

SparBank, Incorporated,
McHenry, IL, and McHenry
State Bank, McHenry, IL

Interim First National Bank
of Gallatin,

Gallatin, MO,

First National Bank of
Gallatin,

Gallatin, MO

Finance Company of North
America, LLC, East
Lansing, MI in making and
servicing loans (b)(1)

BankWest (a
de novo bank), Castle Rock,
co

Platte Valley National
Bank, Grand Island, NE &
First National of Nebraska,
Lincoln, NE

St. Louis

Kansas City

Dallas

Chicago

Kansas City

Chicago

Kansas City

Dallas

September 19, 1997

August 1, 1997

September 19, 1997

July 21, 1997

June 27, 1997

August 17, 1997

July 25, 1997

August 25, 1997



H.2 : Page 8
August 24, 1997 to August 30, 1997

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

San Francisco
Franklin Bancorp, Orange, California -- report on competitive factors of the
proposed merger with New Franklin Corporation, Long Beach, California.
~ Submitted, August 26, 1997

Secretary
Grossmont Bank, San Diego, California -- report on competitive factors of the
proposed acquisition of certain assets and assumption of certain liabilities of the
Alpine, California, branch of Bank of America National Trust & Savings
Association, San Francisco, California.
- Submitted, August 27, 1997

Dallas
Herring National Bank, Vernon, Texas -- report on competitive factors of the
proposed merger with First Bank & Trust of Clarendon, Clarendon, Texas.
- Submitted, August 26, 1997

Philadelphia
Kishacoquillas Valley National Bank, Belleville, Pennsylvania -- report on
competitive factors of the proposed acquisition of certain assets and assumption of
certain liabilities of the McVeytown branch and the Mill Creek branch of Mellon
Bank, N.A., Pittsburgh, Pennsylvania.
- Submitted, August 29, 1997

Richmond
Matewan National Bank, Williamson, West Virginia -- report on competitive factors
of the proposed purchase of certain assets and assumption of certain liabilities of
Matewan Bank, FSB, Pikeville, Kentucky.
- Submitted, August 25, 1997

Atlanta
MC Bank & Trust Company, Morgan City, Louisiana -- report on competitive
factors of the proposed merger with Guaranty Bank & Trust Company of Morgan
City.
- Submitted, August 27, 1997



Federal Reserve Bank of Chicago

Section III - Applications Subject to Federal Regi
Notice Only

Comment Period

Type Application Ending Date

4(c)(8) Bank of Montreal FR - 8-28-97
Toronto, Canada
Cash Station, Inc.
Chicago, Illinois

4(c)(8) Bankmont Financial Corp. FR - 8-28-97
Chicago, Illinois
Cash Station, Inc.
Chicago, Illinois

4(c)(8) Harris Bankcorp, Inc. FR - 8-28-97
Chicago, Illinois
Cash Station, Inc.
Chicago, Illinois

4(c)(8) Harris Bankmont, Inc. FR - 8-28-97
Chicago, IHinois
Cash Station, Inc.
Chicago, Illinois

A(c)(8) Firstbank of Illinois Co. FR - 8-26-97
Springfield, Illinois
Geneva Capital Corp.
Springfield, Illinois



Applicant or notificant | Acquiree or activity Section oflaw Reserve Bank End of comment period
Locke, E. David, Northern Bancshares, Inc., CIBC Chicago August 29, 1997
McFarland, WI McFarland, WI &

McFarland State Bank,

McFarland, WI
Mahaska Investment Pella State Bank, Pella, IA 3 Chicago September 12, 1997
Company, Oskaloosa, IA .
Maries County Bancorp, Progress Bancshares, Inc., 3 St. Louis August 15, 1997
Inc., Vienna, MO Sullivan, MO, and Progress

Bank of Sullivan, Sullivan,

MO, a de novo bank
Marshall & Ilsey Security Capital 3 Chicago May 5, 1997
Corporation, Corporation,
Milwaukee, WI Milwaukee, WI,

Security Bank, S.S.B.,

Milwaukee, WI
Metcalf, Imogene and Hooker National CIBC Kansas City September 10, 1997
Butler, Charles W., both Bancshares, Inc., Hooker,
of Hooker, OK OK, & First National Bank,

Hooker, OK
MidCity Financial Abrams Centre Bancshares, 3 Chicago August 28, 1997
Corporation, Chicago, IL _Inc., Dallas, TX, and

Abrams Centre National

Bank, Dallas, TX
Middleburg Bancorp, Lincoln Federal Savings 4 St. Louis. July 24, 1997
Inc., Middleburg, KY Bank, Liberty, KY in the

operation of a federal

savings bank (b)(4)
Midwest Community The Bank of Marion, 3 St. Louis September 2, 1997
Bancshares, Inc., Marion, IL
Marion, IL
Moody Bancshares, The Bank of Galveston, 3 Dallas June 30, 1997
Inc., Galveston, TX, and N.A.,
Moody Bank Holding Galveston, TX
Company, Reno, NV
Moyer, George H., Jr., Madison Bancshares, Inc., CIBC Kansas City June 26, 1997

Madison, NE, and
Moyer, Jon M.,
Madison, NE

Madison, NE, and The
Bank of Madison, Madison,
NE



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period

Northside Banking Northside Bank of Tampa, 3 Atlanta August 29, 1997
Corporation, Tampa,FL Tampa, FL

Northwest Suburban Mount Prospect 3 Chicago July 28, 1997
Bancorp., Inc. (in National Bank (in
formation), organization), Mount
Arlington Heights, IL Prospect, IL
Norwest Corporation, Int'l Bancorp, Golden 3and4 Minneapolis September 12, 1997
Minneapolis, MN Valley, MN & Northern

Nat'l Bank, Int'l Falls, MN;

City Nat'l Bank of Cloquet,

Cloquet, MN & Northern

Nat'l Bank, Nisswa, MN &

Norwest Investment

Services, Inc., Minneapolis,

MN securities &

underwriting activites (b)(7)

& (bX(8)
Norwest Corporation, Packers Management 3 Minneapolis September 2, 1997
Minneapolis, MN Company, Omaha, NE, &

Packers Bank, Omaha, NE

Norwest Corporation, First Valley Bank Group, 3 Minneapolis September 2, 1997
| Minneapolis, MN Los Fresons, TX & First
Valley Delaware Financial
Corporation, Dover,
| Delaware, & First Valley
| Bank, Harlingen, TX

O.AK. Financial Caledonia Financial 3 Chicago August 15, 1997
Corporation, Byron Corporation,
Center, Caledonia, MI, & State
MI Bank of Caledonia,

Caledonia,

MI
Olympic Bancorp, Port Kitsap Bank, Port Orchard, 3 San Francisco September 19, 1997
Orchard, WA WA
P.C.B. Bancorp, Inc., Anchor Savings Bank, 4 Atlanta August 8, 1997
Largo, FL F.S.B., St. Petersburg, FL

operating a savings
association (b)(4)



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Patel, Susma; Patel,
Suketu Madhusudan
(Suku); Patel, Parimal
Kantibhai (Perry);
Amin, Bharat Muljibhai,
London, England; and
King, Dennis John
Lloyd, Surrey, England;
collectively, as the Patel
Group

Patel, Susma;Patel
(Suku), Suketu
Madhusudan; Patel
(Perry), Parimal
Kantibhai; Amin, Bharat
Muljibhai, London,
England; and King,
Dennis John Lloyd,
Surrey, England;
collectively, as the Patel
Group

PBT Bancshares, Inc.,
McPherson, KS

Peoples Bancorp, Inc.,
Marietta, OH

Peoples Bank
Employee Stock
Ownership Trust,
Marion, KY

Peoples Commercial
Bancorp, Inc., Stilwell,
OK

Peoples Community
Bancshares, Inc.,
Colquitt,

GA

First Bankshares, Inc.,
Longwood, FL, and First
National Bank of Central
Florida, Longwood, FL

First Bankshares, Inc.,
Longwood, FL, and

First National Bank of
Central Florida, Longwood,
Fl

Yoder Bankshares, Inc.,
Yoder, KS, and Farmers
State Bank,

Yoder, KS

Gateway Bancorp, Inc.,
Catlettsburg, KY, and
Catlettsburg Federal
Savings Bank, Catlettsburg,
KY operating a savings
association (b)(4)(ii)

Peoples-Marion Bancorp,
Inc.,
Marion, KY

Bank of Commerce,
Stilwell, OK & Peoples
Bank, Westville, OK

Farmers Bank of Malone,
Malone, FL

Atlanta

Atlanta

Kansas City

Cleveland

St. Louis

Kansas City

Atlanta

June 26, 1997

May 30, 1997

June 6, 1997

August 1, 1997

June 12, 1997

September 26, 1997

August 11, 1997



Federal Reserve Bank of Chicago

Section I - Applications Subj N

Notice Ont: td
Comment Period
Branch F & M Bank - Appleton NP - 8-25-97

Appleton, Wisconsin
3000 E. College Avenue
Appleton, Wisconsin

Merger & Branch F&M Bank-Portage County NP - **
Stevens Point, Wisconsin
Antigo branch of Security Bank, S.S.B.
Antigo, Wisconsin
to establish a branch at 724 Fifth Avenue
Antigo, Wisconsin

Branch Valley Ridge Bank NP - 9-13-97
Kent City, Michigan
47 S. Charles Street
White Cloud, Michigan

Branch Citizens Bank and Trust Company NP - 9-13-97
Hudson, Iowa
209 West Fifth Street
Waterloo, Iowa

NP - Newspaper
FR - Federal Register

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



H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding

Companies; Change in Bank Control

Notices Filed since the H.2A dated August 29, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation Y (12
CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
‘later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the

Board.

Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Exchange National
Bancshares, Inc.,
Jefferson City, MO

FBOP Corporation, Oak
Park, IL

Iron Bancshares, Inc.,
Salisbury, CT

Marengo Bancshares,
Inc., Marengo, IL

Myers, Judy Noe,
Dallas, TX

Union State Bancshares,
Inc., Clinton, MO & Union
State Bank & Trust
Company of Clinton,
Clinton, MO

First Capital Bank of
Arizona, Phoenix, AZ

The National Iron Bank,
Salisbury, CT

Prairie State Bank,
Marengo, IL

Rusk County Bancshares,
Inc., Henderson, TX &
Peoples State Bank,
Henderson, TX

3

CIBC

St. Louis

Chicago

Boston

Chicago

Dallas

October 2, 1997

October 2, 1997

October 2, 1997

October 2, 1997

September 24, 1997


H2 Page 5
August 24, 1997 to August 30, 1997

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

Secretary
Wachovia Corporation, Winston-Salem, North Carolina -- to acquire Jefferson
Bankshares, Inc., Charlottesville, Virginia; to merge Jefferson Bankshares into
Wachovia Corporation; and thereby acquire Jefferson National Bank.
- Approved, August 26, 1997

Kansas City
Western Bancshares, Albuquerque, New Mexico ESOP & Trust, Albuquerque, New
Mexico +- to acquire shares of Western Bancshares of Albuquerque, and Western
- Approved, August 26, 1997

BANK MERGERS

Secretary
Capital City Bank, Tallahassee, Florida -- to merge with Levy County State Bank,
Chiefland; Farmers & Merchants Bank of Trenton; and Branford State Bank,
Branford, Florida; and to establish branches.
- Approved, August 29, 1997

Kansas City
First Bank of Hennessey, Hennessey, Oklahoma -- to merge with The Peoples
National Bank of Kingfisher, Kingfisher, Oklahoma, and to establish additional
branches.
- Approved, August 28, 1997

Minneapolis
Le Sueur State Bank, Le Sueur, Minnesota -- to purchase certain assets and assume
certain liabilities of the Cloquet, branch of TCF National Bank Minnesota,
Minneapolis, Minnesota.
- Approved, August 28, 1997

CHANGE IN BANK CONTROL

Kansas City
Andover Financial Corporation, Andover, Kansas -- change in bank control.
- Permitted, August 27, 1997

Kansas City
C.S.B. Company, Cozad, Nebraska -- change in bank control.
- Permitted, August 25, 1997



H.2 Page 4
August 24, 1997 to August 30, 1997

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

Atlanta
Leake Family Partnership, L.P., Jackson, Mississippi -- to retain shares of Citizens
Capital Corporation, Magee, Mississippi.
- Permitted, August 29, 1997

St. Louis
Maries County Bancorp, Inc., Vienna, Missouri -- to acquire shares of Progress
Bancshares, Inc., Sullivan, Missouri, and Progress Bank of Sullivan.
- Approved, August 27, 1997

Atlanta
Murfreesboro Bancorp, Inc., Murfreesboro, Tennessee — to acquire Bank of
Murfreesboro.
- Approved, August 27, 1997

Richmond
NationsBank Corporation, Charlotte, North Carolina -- te acquire NationsBank,
National Association (Glynn County), Brunswick, Georgia.
- Approved, August 28, 1997

New York
NSB Holding Corp., Staten Island, New York -- to engage de novo in cashing of
federal, state, and local government benefit checks through Check Depot.
- Permitted, August 29, 1997

New York

Pathfinder Bancorp, MHC, Oswego, New York, and Pathfinder Bancorp --
Pathfinder MHC to acquire shares of Pathfinder Bancorp and for the latter to acquire
shares of Oswego City Savings Bank.

- Approved, August 29, 1997

Kansas City
Stockmens Financial Corporation, Rushville, Nebraska -- to engage de novo in the
nonbanking activity of investing in Cozad Housing Partners, LLC, Cozad, Nebraska.
- Permitted, August 28, 1997



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

The following institutions were examined for CRA. The 30-business day period the bank has
to make the evaluation public has lapsed during the week ending August 29, 1997.

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

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

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

Substantial noncompliance in meeting community credit needs.

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

Bank/Location ination D: CRA Rating
NONE NONE NONE



H.2

Page 7

August 24, 1997 to August 30, 1997

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

Dallas

First National Bank of Borger, Borger,Texas -- report on competitive factors of the
proposed acquisition of the assets and assumption of the liabilities of branches at
525 Morse, Stinnet; 101 North Main, Vega; and 531 North Deahl, Borger, of
Boatman's First National Bank of Amarillo, Amarillo, Texas.

- Submitted, August 29, 1997

Secretary

First National Bank of Central California, Salinas, California — report on
competitive factors of the proposed purchase of assets and assuinption of liabilities
of the Soledad, California, branch of Bank of America National Trust & Savings
Association, San Francisco, California.

- Submitted, August 27, 1997

Dallas

First State Bank, Hawkins, Texas -- report on competitive factors of the proposed
merger with New Hawkins Bank.
- Submitted, August 26, 1997

Chicago

Firstar Bank Iowa, National Association, Des Moines, Iowa -- report on competitive
factors of the proposed merger with Firstar Interim Bank, National Association,
Clinton; First Second Interim Bank, National Association, DeWitt; and Firstar Bank,
FSB, Dubuque, Iowa.

- Submitted, August 28, 1997

Chicago

Firstar First Interim Bank, National Association, Clinton, Iowa -- report on
competitive factors of the proposed acquisition of certain assets and assumption of
certain liabilities of the two Clinton branches of Firstar Bank, FSB, Dubuque, Iowa.
- Submitted, August 28, 1997

Chicago

Firstar Second Interim Bank, National Association, DeWitt, Iowa -- report on
competitive factors of the proposed acquisition of certain assets and assumption of
certain liabilities of the DeWitt branch of Firstar Bank, FSB, Dubuque, Iowa.

- Submitted, August 28, 1997



Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or
the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA.
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San.
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



'ederal Bank of Atlan
Applications Bulletin for Week Ending August 29, 1997

ection } - licati ject t
lication Cor it Peri in:
Republic Security Bank 09-25-97*
West Palm Beach, Florida

To merge with County National Bank of South Florida, pursuant to Section 18(c) of the Federal
Deposit Insurance Act.

The Terrace Bank of Tampa 09-15-97*

Tampa, Florida

To establish a branch located at 194500 Bruce B. Downs Boulevard, Tampa, Florida, to be known
as the New Tampa Office, pursuant to Section 9 of the Federal Reserve Act..

Section 2 - ication ject
a er: T
Application Comment Period Ending Date
None.
ction 3 - licati ubje Federal Register Onl.

Application Co: t Perio: din: te
None.

Section 4 - licati jot Subject to

Federal Register Notice or Newspaper Notice

Application

Pioneer Bankcorp, Inc.

Clewiston, Florida
Expedited notice to increase its investment in community developmentactivities, pursuant to Section
225.28(b)(12) of Regulation Y and Section 4{c)(8) of the Bank Holding Company Act.

*Subject to provisions of the Community Reinvestment Act.



Federal Reserve Release

H.2

Actions of the Board, Its Staff,
and the Federal Reserve Banks:

Applications and Reports Received

No. 35
Week Ending August 30, 1997

Board of Governors of the Federal Reserve System, Washington, DC 20551


Po a

FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 8/29/97

Section V - Availability of CRA Public Evaluati

The CRA public evaluations of the institution(s) below became available during this week. Information
about a particular institution's CRA evaluation may be obtained directly from the institution.

Instituti Locati Examinati Ratine*

None

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

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

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

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

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

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



H2 Page 10
August 24, 1997 to August 30, 1997

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

EXTENSIONS OF TIME

Richmond

Bank of Hampton Roads, Chesapeake, Virginia -- extension to September 4, 1998,
to establish a branch at 4108 Portsmouth Boulevard from the intersection of
Portsmouth Boulevard and Gum Road.

- Granted, August 27, 1997

St. Louis
Pontotoc Bancshares, Corp., Pontotoc, Mississippi -- extension to December 3,
1997, to acquire the First National Bank of Pontotoc.
- Granted, August 28, 1997

INTERNATIONAL OPERATIONS

Director, BS&R

Morgan Guaranty International Finance Corporation, Newark, Delaware -- waiver of
the remainder of the notice period to make an investment in a subsidiary in Moscow,
Russia, tentatively named J. P. Morgan Bank 000.

- Granted, August 29, 1997

RESERVE BANK OPERATIONS

Director, RBOPS

Automated clearing house items -- change in the regular billing deposit deadline.
- Approved, August 26, 1997



H.2 Page 9
August 24, 1997 to August 30, 1997

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

Atlanta

Mercantile Bank, St. Petersburg, Florida -- report on competitive factors of the
proposed merger with Citizens National Bank and Trust Company, Port Richey,
Florida.

- Submitted, August 27, 1997

St. Louis

MidAmerica Bank of St. Clair County, O'Fallon, Illinois -- report on competitive
factors of the proposed merger with MidAmerica Interim State Bank.
- Submitted, August 27, 1997

St. Louis

Peoples Bank and Trust Company, Tupelo, Mississippi - report on competitive
factors of the proposed purchase of certain assets and assumption of certain
liabilities of the Grenada, Mississippi, branch of Magnolia Federal Bank for
Savings, Hattiesburg, Mississippi.

- Submitted, August 27, 1997

Boston

Peoples Heritage Savings Bank, Portland, Maine -- report on competitive factors of
the proposed merger with Atlantic Bank, National Asociation.
- Submitted, August 27, 1997

Philadelphia
Union National Bank & Trust Company, Souderton, Pennsylvania -- report on
competitive factors of the proposed acquisition of certain assets and assumption of
certain liabilities of the East Greenville branch of First National Bank, Avondale,
Pennsylvania.
- Submitted, August 26, 1997

Atlanta
Union Planters Bank of Louisiana, Baton Rouge, Louisiana -- report on competitive
factors of the proposed merger with Acadian Bank, Thibodaux, Louisiana.
- Submitted, August 27, 1997



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

ECSB Holding
Company, Inc.,
Fort Walton Beach, FL

Edison Bancshares, Fort
Myers, FL

Emprise Financial
Corporation, Wichita,
KS

Estrin Associates,
L.L.C. and Estrin
Family Limited
Partnership, Bethesda,
MD

F.N.B. Corporation,
Hermitage, PA.

F.N.B. Corporation,
Hermitage, PA

Fifth Third Bancorp,
Cincinnati, OH

American National 3 Atlanta
Financial Corporation,

Panama City, FL and

First National Bank

Northwest Florida,

Panama City, FL

Edison 3
National Bank (in

organization), Fort Myers,

FL

Atlanta

Mid Continent Bancshares, 4
Inc., E] Dorado, KS, & Mid
Continent Federal Savings

& Loan Association, El

Dorado, KS operating a

savings association (b)(4)

Kansas City

Estrin Associates, L.L.C.& CIBC Richmond
Estrin Family Limited
Partnership T1, Bethesda,

MD

Indian Rocks State Bank, 3 Cleveland

Largo, FL

Sun Bancorp, Inc., 3 and 4 Cleveland
Selinsgrove, PA & Sun
Bank, Selinsgrove, PA, &
Pennsylvania Sun Life
Insurance Company,
Phoenix, AZ providing
credit life &

disability insurance
exclusively to customers of
Sun Bank, Sun Bancorp,
Inc.'s bank subsidiary

Od)

Suburban Bancorporation, 4 Cleveland
Inc.,

Cincinnati, OH,

Suburban Federal Savings

Bank,

Cincinnati, OH

June 27, 1997

August 1, 1997

September 2, 1997

July 15, 1997

September 2, 1997

August 7, 1997

May 27, 1997



District 11
Federal Reserve Bank of Dallas
Applications and Notifications Filed During the Week of August 25, 1997

Section I - Applications subject to newspaper notice only

Comment period
Type Application ending date

None.

* Subject to CRA.
** Comment period ending date is the date specified in the newspaper only.
N/A - Not available at this time.

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

Comment period
Type Application ending date

*Section 3{a)(3) Texas Financial Bancorporation, Inc., Minneapolis, MN, and N/A
Delaware Financial, Inc., Wilmington, DE, to acquire CNB
Bancshares of Victoria, Victoria, TX, and its subsidiaries,
Citizens Bancorp of Delaware, Inc., Wilmington, DE, and
Citizens National Bank, Victoria, TX

*Section 3(a)(5) First Financial Bankshares, Inc., Abilene, TX, **97/09/21
to acquire Southlake Bancshares, Inc., Southlake, TX, and
Texas National Bank, Southlake, TX
(Previously reported during the week of August 18, 1997)

* Subject to CRA.
** Comment period ending date is the date specified in the newspaper only.
N/A - Not available at this time.



Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



CoC-HC

3(a)@)

Federal Reserve Bank of Chicago

Section II - Applications Subj Both New E

Register Notice cont’d
Comment Period
licati Ending D

Albert City Bankshares, Inc. FR - 8-29-97
Albert City, lowa NP - 8-25-97

By Steven A. Grell :

Bovee Investment Trust

Bruce Tamisiea

Bruce Nystrom

Gary Grave

John M. Cotton

David M. Hultgren
First State Bancorp of Monticello, Inc. FR - 9-12-97

Employee Stock Ownership Plan* NP - 9-12-97

Monticello, Illinois
First State Bancorp of Monticello, Inc.
Monticello, Illinois
First State Bank of Monticello
Monticello, Illinois
State Bank of Hammond
Hammond, Illinois
First State Bank of Bloomington
Bloomington, Illinois
First State Bank of Heyworth
Heyworth, Illinois
First State Bank of Atwood
Atwood, Illinois



H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding
Companies; Change in Bank Control

Notices Filed as of August 29, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817G)), Regulation Y (12
CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the

Board.

Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

1867 Western Financial
Corporation(1),
Stockton, CA
CONTINUED

1867 Western Financial
Corporation(2),
Stockton, CA
CONTINUED

1867 Western Financial
Corporation, Stockton,
CA

Capital Corp of the West,
Merced, CA, & Town &
Country Finance & Thrift
Co., Turlock, CA &
Capital West Group, Inc.,
Stockton, CA operating an
industrial loan co. (b)(4);
providing credit life
insurance (b)(11);
management consulting
(b)(9); CONTINUED

& investment & financial
advice (b)(6)

Capital Corp of the West,
Merced, CA & County
Bank, Merced, CA

4

San Francisco

San Francisco

San Francisco

August 26, 1997

August 26, 1997

September 2, 1997



Federal Reserve Bank of Chicago

Section II = Applications Subj

Register Notice
Comment Period
I licati Ending D
CoC-HC Damen Financial Corporation FR - 9-3-97
Schaumburg, Illinois NP - #*
By Jackson Boulevard Fund, Ltd. and
Paul J. Duggan
CoC-HC First Business Bancshares, Inc. FR - 8-28-97
Madison, Wisconsin NP - 9-7-97
By Sam Jacobsen
3(a)(1) Heartland Bancshares, Inc.* FR - 9-12-97
Franklin, Indiana NP - 9-8-97
Heartland Community Bank (in organization)
Franklin, Indiana
3(a)(3) Mid City Financial Corporation* FR - 8-28-97
Chicago, Illinois NP - 8-25-97
Abrams Centre Bancshares, Inc.
Dallas, Texas

Abrams Centre National Bank
Dallas, Texas

COC-HC Northern Bankshares, Inc. FR - 8-29-97
McFarland, Wisconsin NP - 8-29-97
By E. David Locke

3(a)(3) Centre 1 Bancorp, Inc.* FR - 9-26-97
Beloit, Wisconsin NP - 9-21-97
First Winnebago Corporation
Winnebago, Illinois
First National Bank of Winnebago
Winnebago, Illinois

3@)3) Mahaska Investment Company* ER - 9-12-97
Oskaloosa, Iowa NP - 7-27-97
Pella State Bank (in organization)
Pella, lowa
3(a)(1) Marengo Bancshares, Inc.* FR-**
Marengo, Illinois NP - **

Prairie State Bank (in organization)
Marengo, Illinois



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Lagomarsino, Richard
A.; Lagomarsino,
Ramona; Ramona
Lagomarsino Family
Limited Partnership;
Lagomarsino, Robert J.,
all of Ventura, CA; &
Lagomarsino, Norma
M; Wood, Catherine S.;
& Wood, Jack W.;
acting in concert, all of
Carpinteria, CA

Landmark Bancorp,
Inc., Margate, FL

Lashute, Ronald J.,
Opelousas, LA

Leake Family
Partnership, L.P.,
Jackson,

MS

Lexington B & L
Financial Corp.,
Lexington,

MO

Lloyds TSB Group

PLC, and Lloyds Bank.
PLC,

both of London, England

Americorp , Ventura, CA, CIBC
and American Commerical
Bank, Ventura CA

Sunniland Bank, Fort 3
Lauderdale, FL

American Bancorp, Inc., CIBC
Opelousas, LA

and American Bank &

Trust Company,

Opelousas, LA

Citizens Capital CIBC
Corporation, Magee, MS,

and

Citizens State Bank, Magee,

MS

Lafayette Bancshares, Inc., 3 and4
Lexington, MO, and

Lafayette

County Bank of
Lexington/Wellington,

Lexington, MO; and B & L

Bank, Lexington, MO

operating a savings

association (b)(4)

IAI Holdings Inc., 4
Investment Advisers, Inc.,
Minneapolis, MN, trust

services (b)(3); investment
advisory services (b)(4);
full-service brokerage

(b)(15); foreign exchange
execution & advisory

services, and other advisory

& administrative services

San Francisco

Atlanta

Atlanta

Atlanta

Kansas City

New York

August 20, 1997

September 19, 1997

May 23, 1997

July 23, 1997

August 4, 1997

March 26, 1997



H.2

Page 6

August 24, 1997 to August 30, 1997

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

COMPETITIVE FACTORS REPORTS

Kansas City

Bank of Elgin, N.A., Lawton, Oklahoma -- report on competitive factors of the
proposed merger with Bank of Elgin, Elgin, Oklahoma.
- Submitted, August 26, 1997 ,

St. Louis

Bank of Marion, Marion, Illinois -- report on competitive factors of the proposed
merger with TBM Interim Bank.
- Submitted, August 25, 1997

Secretary
Bank of Stockton, Stockton, California -- report on competitive factors of the
proposed acquisition of certain assets and assumption of deposit liabilities of the
Angels Camp, Rio Vista, and Ripon, California, branches of Bank of America
National Trust & Savings Association, San Francisco, California.
- Submitted, August 27, 1997

Atlanta

Boatmen's Bank of Tennessee, Memphis, Tennessee -- report on competitive factors
of the proposed merger with NationsBank of Tennessee.
- Submitted, August 27, 1997

Philadelphia
Delaware Chase Manhattan Bank USA National Association, Wilmington, Delaware
-- report on competitive factors of the proposed purchase of certain assets and
assumption of certain liabilities of The Chase Manhattan Bank, New York, New
York.
- Submitted, August 29, 1997

Kansas City
First National Bank & Trust of Ardmore, Ardmore, Oklahoma -- report on
competitive factors of the proposed merger with Ringling State Bank, Ringling,
Oklahoma.
- Submitted, August 26, 1997



Section VI - CRA examinations scheduled for Fourth Quarter of 1997

Institution Location
Andover Bank P.O. Box 1300, Public Square, Andover, OH 44003-1300
Bank of Corning Company P.O. Box 428, N. Valley Street, Corning, OH 43730-0428

Commercial & Savings Bank Co.
Fifth Third of Northeastern Ohio
Genoa Banking Company
Hamler State Bank

Hocking Valley Bank

The Citizens Banking Company
The Corn City State Bank

The Cortland Savings & Banking Co.
The Custar State Bank

The Farmers Citizen Bank

The Metamora State Bank

The Minster State Bank

The Provident Bank

Towne Bank

P.O. Box 50, 701 S. Market Street, Danville, OH 43014-0050
1404 E. Ninth Street, Cleveland, OH 44114

P.O. Box 98, 801 Main Street, Genoa, OH 43430-0098

P.O. Box 358, 210 Randolph Street, Hamler, OH 43524-0358
P.O. Box 4847, 7 W. Stimson, Athens, OH 45701-4847

P.O. Box 5016, 100 E. Water Street, Sandusky, OH 44871-5016
P.O. Box 197, 120 W. Main Street, Deshler, OH 43516-0197
P.O. Box 98, 194 W. Main Street, Cortland, OH 44410-0098
P.O. Box 127, Main Street, Custar, OH 43511-0127

P.O. Box 567, Washington Square, Bucyrus, OH 44820-0567
P.O. Box F, 120 E. Main Street, Metamora, OH 43540-0270
P.O. Box 90, 96 W. Fourth Street, Minster, OH 45865-0090

1 E. 4th Street, Cincinnati, OH 45202

P.O. Box 202, 610 E. South Boundary, Perrysburg, OH 43551

Footnotes



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A.(2), Rabobank
Nederland, Utrecht, The
Netherlands
CONTINUED

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A.(3), Rabobank
Nederland, Utrecht, the
Netherlands
CONTINUED

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A.(4), Rabobank
Nederland, Utrecht, the
Netherlands
CONTINUED

Corley, John William,

2)
Monticelli, IL
CONTINUED

Cox, Walter L., Sr.,
Naples, TX

Smith Graham & Co. Asset
Managers L.P., and SGR
Global Advisors, and
Robeco Institutional Asset
Management US, Inc., and
AEA Global Advisors,
LLC, and Smith Graham &
Co. Asset Managers L.P.,
and SGR Global Advisers,
CONTINUED

Robeco Institutional Asset
Management US, Inc., and
AEA Global Advisors LLC,
in investment (b)(6), as a
general partner to and
providing administrative
services to investment
partnerships, including
placing interests in such
partnerships, CONTINUED

in acting as a commodity
pool operator, and in
providing administrative
services to open-end
investment companies

First State Bank of Atwood,
Atwood, IL

Morris County Bankshares,
Incorporated,

Naples, TX;

Morris County National
Bank,

Naples, TX

4

CIBC

CIBC

New York

New York

New York

Chicago

Dallas

July 10, 1997

July 10, 1997

July 10, 1997

May 16, 1997

April 30, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

National Bank of
Canada, Montreal,
Canada & NatBC
Holding Corporation,
Hollywood, FL

National City
Bancshares, Inc.,
Evansville, IN

Paradigm
Bancorporation, Inc.,
Houston, TX &
Paradigm Delaware
Bancorporation, Inc.,
Dover, DE

Shields, James Homer,
III, London, England

Smith, Carmen P.
Family Limited
Partnership; Smith,
Carmen P.; &
Woodruff, Peggie J., as
General Partners, all of
Wichita Falls, TX

Union Planters
Corporation, Memphis,
TN

Natbank, N.A., Hollywood, 3
FL & Natbank, N.A.

Fourth First Bancorp, Inc., 3
Huntingburg, IN & First

Bank of Huntingburg,
Huntingburg, IN

First National Bank of 3
Dayton, Dayton, TX

Sebastian Bankshares, Inc., CIBC
Barling, AR & River Valley
Bank and Trust, Lavaca, AR

AmeriBancShares, Inc., CIBC
Wichita Falls, TX &
AmeriBancShares of

Delaware, Inc.,

Wilmington, DE &

American National Bank,

Wichita Falls, TX

Capital Bancorp, Miami, FL = 3
& Capital Bank, Miami, FL

New York

St. Louis

Dallas

St. Louis

Dallas

St. Louis

October 3, 1997

October 3, 1997

October 3, 1997

September 24, 1997

September 24, 1997

October 3, 1997


Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Industrial Bank of Aubrey G. Lanston & Co., 4 New York May 12, 1997
Japan, Ltd., Inc.,
Tokyo, Japan New York, NY, securities
activities (b)(7); data
processing (b)(14);
financial & investment
activities (b)(6); and
underwriting (b\(8)
International Northern National Bank, 3 Minneapolis September 18, 1997
Bancorporation, Golden Nisswa, MN
Valley, MN
Intra Financial Peoples Bancorp of 3 Kansas City June 20, 1997
Corporation, Belleville, Inc.,
Clyde, KS Belleville, KS, and
Peoples Bank of Belleville,
Belleville, KS
Jackson Boulevard. Damen Financial CIBC Chicago September 3, 1997
Fund, Ltd.; Jackson Corporation, Schaumburg,
Boulevard Equities, L.P. IL & Damen National
& Paul J. Duggan, all of Bank, Schaumburg, IL
Chicago, IL
Jacobsen, Sam J., First Business Bancshares, CIBC Chicago August 28, 1997
Middleton, WI Madison, WI & First
Business Bank, Madison,
wt
Jasper Banking JBC Bancshares, Inc., CIBC Atlanta August 12, 1997
Company Second Jasper, GA
Amended and Restated
Employee Stock
Ownership Stock Bonus
Plan (ESOP), Jasper, GA
Kazi, Zubair and Khatija, | Kentucky Home Bank, 3 San Francisco April 17, 1997
Studio City, CA; Bardstown, KY
and Yahia and Magda
Abdul-Rahman,
Pasadena, CA
Keene Bancorp Keene Bancorp, Inc., 3 Dallas September 2, 1997

Employee Stock
Ownership Plan &
Trust, Keene, TX

Keene, TX & First State
Bank, Keene, TX



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

Newspaper Notice Only
Comment Period
Application Ending Date
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
Newspaper and Federal Register Notice
Comment Period
licati Ending D
Spectrum Bancorporation, Inc., Omaha, Nebraska to engage September 26, 1997
in operating a savings association through the acquisition of (Federal Register)

32.17% of First Savings and Loan Association of South
Dakota, Inc., Aberdeen, South Dakota.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section Ili - Applications Subject

leral ister Notice Onl
Comment Period
Application Ending Date
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
le ister Notice or New: t Notice
Application

F&M Bank Landmark, Clear Lake, Wisconsin to become a member
of the Federal Reserve System.



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Wachovia Corporation,
Winston-Salem, NC

Wachovia Corporation,
Winston-Salem, NC

Woodruff, Thomas M.,
Humble, TX

Young, David E.,
Chattanooga, TN

Young, Susan Aileen,
Chicago, IL

Zions Bancorporation,
Salt Lake City, UT

Zions Bancorporation,
Salt Lake City, UT

Ist United Bancorp, Boca
Raton, FL, & First United
Bank, Boca Raton, FL, &
United Bancorp's
subsidiary, Island
Investment Service, Inc.,
Palm Beach, FL in
securities brokerage

activities (bX7\(i)

Jefferson National Bank,
Charlottesville, VA and
Jefferson National Bank,
Charlottesville, VA

Grimes County Capital
Corporation, Iola, TX &
Community State Bank,
Houston, TX

East Ridge

Bancshares, Inc., East
Ridge, TN, and Bank of
East Ridge, East Ridge, TN

C.S.B. Co., Cozad, NE, and
Cozad State Bank & Trust
Company, Cozad, NE, and
First National Bank of
Chadron, Chardron, NE

GB Bancorporation, San
Diego, CA & Grossmont
Bank, San Diego, CA;
Rancho Vista National
Bank, Vista, CA & Pacific
Commerce Bank, Chula
Vista, CA

GB Bancorporation, San
Diego, CA, & Grossmont
Bank, San Diego, CA

3

CIBC

CIBC

CIBC

Richmond

Richmond

Dallas

Atlanta

Kansas City

San Francisco

San Francisco

September 15, 1997

August 18, 1997

August 26, 1997

July 22, 1997

August 5, 1997

September 22, 1997

September 15, 1997



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluati
week ending August 29, 1997

IGNMEN’

Identification of Rati

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

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.
An institution in this group has a substantially deficient record of ascertaining and helping to meet the

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

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING
M&I Bank of Eagle River April 28, 1997 Satisfactory
First and Wall Streets

Eagle River, WI 54521

(715) 479-6461

M&I Bank May 12, 1997 Satisfactory
1425 Tower Avenue

Superior, WI 54880

(715) 394-8840

M&I Citizens American Bank May 19, 1997 Satisfactory
900 East Main Street

Merrill, WI 54452

(715) 536-9555



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
California Community Securities First Bank, 3 San Francisco September 29, 1997
Financial Institutions Fulleton, CA
Fund Limited
Partnership; Belvedere
Capital Partners, Inc., &
‘Newco, all of San
Francisco, CA &
National Bancorp of
Alaska, Inc.,
Anchorage, AL
Calvin B. Taylor Calvin B.Taylor Banking 3 Richmond September 15, 1997
Bankshares, Inc., Berlin, Company of Berlin
MD Maryland, Berlin, MD, &
Calvin B. Taylor Bank of
Delaware, Ocean View, DE
Canadian Imperial Bank CIBC Wood Gundy 4 New York August 28, 1997
of Commerce(1), Securities Corp. (*CIBC
Toronto, Canada Wood Gundy"), New York,
CONTINUED NY, all the outstanding
shares of Oppenheimer
Holdings, Inc., New York,
NY, & its subsidiaries,
including
Oppenheimer & Co., Inc.,
New York, NY in
underwriting &
CONTINUED
Canadian Imperial Bank dealing to a limited extent 4 New York August 28, 1997

of Commerce(2),
Toronto, Canada
CONTINUED

in all types of equity & debt
securities that a state
member bank may not
underwrite and deal in,
except ownership interests
in open-end investment
companies;in making loans
or other extensions of credit
XI);

CONTINUED



Federal Reserve Bank of Atlanta
ications Bulletin for Week Endi 29, 1997

ntl rove icati Approval Date
The Colonial BancGroup, Inc. 08-27-97

Montgomery, Alabama
To merge with Dadeland Bancshares, Inc., Miami, Florida, and thereby acquire its subsidiary,
Dadeland Bank, Miami, Florida, pursuant to Section 3(a)(5) of the Bank Holding Company Act.

The Colonial BancGroup, Inc. 08-27-97
Montgomery, Alabama

To acquire Dadeland Software Services, Inc., Miami, Florida, and through Dadeland Software
Services, a 20 percent interest in a joint venture, and engage in data processing activities, computer
software activities, and related consulting service activities, pursuant to Section 225.28(b)(14) of
Regulation Y and Section 4(c)(8) of the Bank Holding Company Act.

Capital City Bank 08-27-97
Tallahassee, Florida

To merge with Levy County State Bank, Chiefland, Florida, pursuant to Section 18(c) of the Federal
Deposit Insurance Act.

Capital City Bank 08-27-97
Tallahassee, Florida

To merge with Farmers & Merchants Bank of Trenton, Trenton, Florida, pursuant to Section 18(c)
of the Federal Deposit Insurance Act.

Capital City Bank 08-27-97
Tallahassee, Florida

To merge with Branford State Bank, Branford, Florida, pursuant to Section 18(c) of the Federal
Deposit Insurance Act.

Citizens Capital Corporation 08-29-97

Magee, Mississippi

After-the-factnotification filed by the Leake Family Partnership, L.P., Jackson, Mississippi, to retain
32.57 percent of the outstanding shares of Citizens Capital Corporation, Magee, Mississippi,
pursuant to the Change in Bank Control Act of 1978.

CB&T, Inc. 08-27-97
McMinnville, Tennessee

After-the-fact notification to retain CBT Insurance, Inc., Smithville, Tennessee, and thereby engage
in insurance activities, pursuant to Section 225.28(b)(11)(iii) of Regulation Y and Section 4(c)(8)
of the Bank Holding Company Act.

Murfreesboro Bancorp, Inc. 08-27-97
Murfreesboro, Tennessee
1-BHC formation, Bank of Murfreesboro, Murfreesboro, Tennessee (in organization).



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Commerce Bancshares,
Inc., Kansas City, MO,
and CBI-Kansas Inc.,
Kansas City, MO

Commercial
Bancshares, Inc.,
Texarkana, AR

Community Bancshares,
Inc., Butler, MO

Community Bancshares,
Inc., Denver, CO

Community Financial
Corp., Olney, IL

Community Holding
Company, Inez, KY

Community National
Bancorporation,
Waterloo, LA

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A.(1), Rabobank
Nederland, Utrecht, The
Netherlands
CONTINUED

CNB Bancorp, Inc.,
Independence,

KS, and Citizens National
Bank,

Independence, KS

Citizens State
Bank, Hempstead, TX

Citizens Bank, Appleton
City, MO

Upper Rio Grande Bank
Corporation, Del Norte,
CO, and Rio Grande
County Bank, Del Norte,
co

MidAmerica Bank of St.
Clair County, O'Fallon, IL

The First National Bank of
Louisa, Louisa, KY, into a
federal-charted stock
savings bank, Inez Deposit
Bank, F.S.B., Inez, KY
savings & loan activities

(by(4)

Community National Bank
(in organization),
Waterloo, IA

Smith Graham & Co. Asset
Managers L.P., Houston,
TX, & SGR Global
Advisers, Houston, TX, &
Robeco Institutional Asset
Management US, Inc.,
Houston, TX, & AEA
Global Advisors LLC, New
York, NY, & Robeco
Group, N.V., Rotterdam
CONTINUED

Kansas City

St. Louis

Kansas City

Kansas City

St. Louis

Cleveland

Chicago

New York

August 8, 1997

July 29, 1997

July 31, 1997

July 28, 1997

September 12, 1997

August 26, 1997

July 29, 1997

July 10, 1997


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

KeyCorp(1), Cleveland,
OH

CONTINUED

KeyCorp(2), Cleveland,
OH

CONTINUED

KeyCorp(A), Cleveland,
OH
CONTINUED

KeyCorp(B), Cleveland,
OH
CONTINUED

Keystone Financial,
Inc., Harrisburg, PA.

Lagomarsino, Richard
A., and Robert J.,

both of Ventura, CA, &
Wood, Catherine S.,
Carpinteria,

CA; acting in concert

Key Capital Markets, Inc.,
Cleveland, OH underwriting
& dealing in all types of
debt and equity securities
(other

than ownership interests in.
open-end investment
companies)

CONTINUED

& engaging in certain
investment transactions &
principal (6)(6), (7) & (8)

Key Capital Markets, Inc.,
Cleveland, OH, in
underwriting & dealing in,
toa limited extent, all types
of debt & equity securities
(other than ownership
interests in open-end
investment companies) J.P.
Morgan & Co., Inc., et al,
CONTINUED

75 Fed. Res. Bull. 192
(1989); financial &
investment advisory
activities (b)(6); agency
transactional services for
customer investments
(b)(7); and investment
transactions as principal

(8)

MMC & P, Inc., Pittsburgh,
PA employee benfits
consulting services (b)(9)

Americorp, Ventura, CA,
and American Commercial
Bank, Ventura, CA

Cleveland

Cleveland

Cleveland

Cleveland

Philadelphia

San Francisco

August 1, 1997

August 1, 1997

August 11, 1997

August 11, 1997

July 29, 1997

August 6, 1997



H.2 Page 2
August 24, 1997 to August 30, 1997

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

Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at 1495 Rochester
Road, Rochester, Minnesota.
- Approved, August 25, 1997

Old Kent Bank, Grand Rapids, Michigan ~- to establish a branch at 17447 Haggerty
Road, Northville, Michigan.
- Approved, August 25, 1997

Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at Petoskey
Independence Village, 965 Hager Drive., Petoskey, Michigan.
- Approved, August 26, 1997

Rt Kent Bank, Grand Rapids, Michigan -- to establish a branch at 4668 Cascade
oad S.E.
- Approved, August 26, 1997

St. Louis
Pinnacle Bank, Little Rock, Arkansas - to establish a branch at 143 Merrill Drive,
Suite B.
- Approved, August 26, 1997

Dallas

Texas Bank, Weatherford, Texas -- to establish a branch at 2221 East Lamar
Boulevard, Suite 100, Arlington, Texas.
- Approved, August 29, 1997

BANK HOLDING COMPANIES

Atlanta
CB&T, Inc., McMinnville, Tennessee -- to retain CBT Insurance, Inc., Smithville,
Tennessee, and engage in insurance activities.
- Permitted, August 27, 1997

Atlanta
Colonial Bancgroup, Inc., Montgomery, Alabama -- to merge with Dadeland
Bancshares, Inc., Miami, Florida, and acquire Dadeland Bank.
- Approved, August 27, 1997



FEDERAL RESERVE,BANK OF SAN FRANCISCO

a Week ending 8/29/97

Section | - Applications Subj N Notice On!
oe C Period Ending D
Santa Barbara Bank & Trust, Santa Barbara, California, Newspaper: 8/27/97 to

establish a branch offiice at 695 West Channel Islands
Boulevard, Port Hueneme, California. *

. . we :
Section Ur -Apolicalions Subject o-Both i Federal Resister Noti

Saehan Bancorp, Los Angeles, California, to become a Newspaper: Not availalbe

bank holding company by acquiring Saehan Bank, Los

Angeles, California. * Fed. Reg.; 9/19/97

Olympic Bancorp, Inc., Port Orchard, Washington, to Newspaper: 9/21/97

become a bank holding company through the acquisition of

Kitsap Bank, Port Orchard, Washington.* Fed. Reg.: 9/19/97

Belvedere Capital Partners, Inc., San Francisco, California; Newspaper: Not Available

California Community Financial Institutions Fund Limited

Partnership, San Francisco, California; and Newco, San Fed. Reg.: 9/29/97
Francisco, California; to each become bank holding

companies through the acquisition of 63.2 percent of

Security First Bank, Fullerton, California.*

National Bancorp of Alaska, Inc., Anchorage, Alaska, to Newspaper: Not Available
indirectly acquire 9.9 percent of Security First Bank,
Fullerton, California.* Fed. Reg.: 9/29/97

ion III -Applications Subject to F. Register O

None

Secti - Applications Not Subj E Register Noti
N Notice (Cont'd.)

CPB, Inc., Honolulu, Hawaii, to engage in mortgage
banking activities through Trans-Pacific Mortgage
Group, LLC, Honolulu, Hawaii.

* Subject to CRA.



Federal Reserve Bank of Dallas

Section III - Applications subject to Federal Register notice only

Comment period
Type Application ending date
None.
* Subject to CRA.
Section IV - Applications not subject to Federal Register or newspaper notice

Comment period
Type Application ending date

None.



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Mutual Bancorp of the Lee National Banc Corp., 3 Boston September 19, 1997
Berkshires, Inc., Lee, MA, & First National
Pittsfield, MA Bank of the Berkshires,

Lee, MA & City Savings

Bank of Pittsfield,

Pittsfield, MA
National City Bridgeport Bancorp, Inc., 3 St. Louis June 6, 1997
Bancshares, Inc., Bridgeport, IL, and First
Evansville, IN National Bank of

Bridgeport, Bridgeport, IL
National City Caribbean Data Services, 4 Cleveland September 9, 1997
Corporation, Cleveland, Ltd., Dallas, TX in data
OH, acting through its processing activities
wholly-owned (b)(14); See Banc One
subsidiary, National Corp. 80 Fed. Res. Bull 139
Processing, Inc., (1994)
Louisville, KY
New Amboy, Inc., Old Amboy Bancorporation, 3 New York September 26, 1997
Bridge, NJ Old Bridge, NJ & Amboy

National Bank, Old Bridge,

NJ
New Broadway, Inc., Broadway Bancshares, Inc, 3 Dallas September 4, 1997
San Antonio, TX San Antonio, TX &

Broadway Bancshares of

Delaware, Inc.,

Wilmington, DE; Broadway

National Bank, San

Antonio, TX & Eisenhower

National Bank, San

Antonio, TX
New Prague Community Security Bank, 3 Minneapolis July 7, 1997
Bancshares, Inc., New New Prague, MN,
Prague, MN a de novo bank
Nichols Bancshares, First-Nichols National Bank 3 Dallas September 2, 1997
Inc., Kenedy, TX & of Kenedy, Kenedy, TX
J.M. Nichols, Inc.,
Dover, DE
North Fork Branford Savings Bank, 3 New York September 18, 1997
Bancorporation, Inc., Branford, CT

Melville, NY



SECTION VI ~ APPLICATIONS BULLETIN

Effective April 21, 1997, information regarding the comment periods associated with
applications and notices submitted to the Federal Reserve Bank of Boston for
processing under section 3 and 4(c) (8) of the Bank Holding Company Act of 1956, as
amended, will be available 24 hours a day by calling the following

toll-free number 1-800-896-9480.

*Subject to CRA.

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



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Century Bancorp, MHC,
Bridgeton, NJ;

and Century Bancorp,
Inc.,

Bridgeton, NJ

Century South Banks,
Inc., Dahlonega, GA

Chaparral Bancshares,
Inc., Richardson, TX,
and

Chaparral Delaware
Bancshares, Inc., Dover,
DE

Citizens Bancshares
Company, Chillicothe,
MO

Citizens Bancshares of
Woodville, Inc.,
Woodville, WI

Citizens Bankers, Inc.,
Baytown, TX, and
Citizens Bankers of
Delaware, Wilmington,
DE

Citizens National Bank
of Waxahachie
Employee Stock
Ownership Plan,
Waxahachie, TX

Citizens National
Corporation, Paintsville,
KY

Century Savings Bank,
Bridgeton, NJ

Bank Corporation of
Georgia, Macon, GA, and
First South Banks, N.A.,
Macon,

GA, and AmeriBank, N.A.,
Savannah, GA.

Van Alstyne Financial
Corporation, Van Alstyne,
TX, and First National
Bank of Van Alstyne, Van
Alstyne, TX

John Birchfield and Debbie
Keele, the purchase and
servicing of

accounts receivable (b){1)

Investors bancorporation,
Inc., Hudson, WI & Bank
St. Croix, Roberts, WI

First National Bank of Bay
City, Bay City, TX

First Citizens Bancshares,
Inc. Waxahachie, TX &
Citizens National Bank,
Waxahachie, TX

Josephine Bancshares, Inc.,
Prestonburg, KY, and The
Bank Josephine,
Prestonburg, KY

CIBC

Philadelphia

Atlanta

Dallas

Kansas City

Minneapolis

Dallas

Dallas

Cleveland

May 1, 1997

July 18, 1997

August 8, 1997

July 30, 1997

August 25, 1997

September 18, 1997

September 3, 1997

July 28, 1997



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
First State Bancorp of First State Bancorp of 3 Chicago September 12, 1997
Monticello, Inc., Monticello, Inc.,
Employee Stock Monticello, IL & State
Ownership Plan(1), Bank of Hammond,
Monticello, IL Hammond, IL; First State
CONTINUED Bank of Monticello,
Monticello, IL; First State
Bank of Bloomington,
Bloomington, IL; First State
Bank of Heyworth,
Heyworth, IL
CONTINUED
First State Bancorp of & First State Bank of 3 Chicago September 12, 1997
Monticello, Inc., Atwood, Atwood, IL
Employee Stock
Ownership Plan(2),
Monticello, IL
CONTINUED
First State Bancshares, Perry County Financial 4 St. Louis August 1, 1997
Inc., Farmington, MO Corporation, Perryville,
MO, and
Perry County Savings
Bank, FSB,
Perryville, MO operating a
savings
association (b)(4)
First Union Signet Banking Corp., & 3 and 4 Richmond September 19, 1997
Corporation(1), Signet Bank, Richmond,
Charlotte, NC VA; Signet Commercial
CONTINUED Credit Corp., Richmond,
VA making loans that are
typcially secured by
inventory, accounts
receivable or like security
& are generally structured
ona revolving basis ()(1);
CONTINUED
First Union and other nonbanking 3 and 4 Richmond September 19, 1997
Corporation(2), activities (b)(1 1)Civ); (6)(5)
Charlotte, NC (©)(7), (©)(8), (Y(6)
CONTINUED
FirstBank Holding FirstBank of Parker, Parker, 3 Kansas City September 19, 1997

Company of Colorado,
Lakewood, CO

co



Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record.

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

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

Week Endi ui; 30. 7

NAME OF BANK RATING EXAMINATION DATE
None

1/ Subject to provisions of Community Reinvestment Act.

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

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

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



H.2
August 24, 1997 to August 30, 1997

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

Abbreviations: BS&R - Banking Supervision and Regulation, C&CA - Consumer and Community
Affairs; FOMC - Federal Open Market Committee; RBOPS - Reserve Bank Operations and-Payment
Systems; IF - International Finance, OSDM - Office of Staff Director for Management

BANK BRANCHES, DOMESTIC

St. Louis

Bank of Bentonville, Bentonville, Arkansas — to establish a branch at 1802 Forest
Hills Boulevard, Bella Vista, Arkansas.
- Approved, August 29, 1997

New York

Chase Manhattan Bank, New York, New York -- to establish a branch at the New
York Mercantile Exchange, One North End Avenue.
- Approved, August 28, 1997

Chicago
First Farmers Bank & Trust Company, Converse, Indiana -- to establish a branch at

36 West Fifth Street, Peru, Indiana.
- Approved, August 25, 1997

St. Louis
First Interstate Bank, Billings, Montana -- to establish a branch in Great Falls,
Montana.
- Approved, August 29, 1997

Chicago
Firstar Bank Wisconsin, Madison, Wisconsin -- to establish a branch at East Pointe
Shopping Center, 5673 Highway 10 East, Stevens Point, Wisconsin.
- Approved, August 28, 1997

St. Louis

Le Sueur State Bank, Le Sueur, Minnesota -- to establish a branch in Cloquet,
Minnesota.
- Approved, August 28, 1997

Chicago

Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at University Road
and Adams Road, Rochester Hills, Michigan.
- Approved, August 25, 1997


a

RESERVE BANK APPLICATIONS BULLETIN For week ending August 29, 1997.

SECTION VI - CRA EXAMINATIONS SCHEDULED

Examinations may have to be rescheduled during the calendar quarter in which they are designated
to begin. If an institution's examination is rescheduled for a date later than the end of the date range
reflected in a published schedule, the institution's name will be republished in an appropriate later
listing. Any comments received as a result of either the first publication or subsequent publications
will be considered during the examination.

RSSD Name City State
Number



Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or
the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



Federal Reserve Bank of Atlanta
lications Bulletin for Week Ending August 2:

Section 4 - ications Not Subject t
le ister Notice or Newspaper Notice

licat

Republic Security Financial Corporation

West Palm Beach, Florida

Request for waiver of the application requirements of Section 3(a)(3) of the Bank Holding Company
Act by Republic Security Financial Corporation, West Palm Beach, Florida, in connection with its
proposed acquisition of County National Corporation, and its subsidiary, County National Bank of
South Florida, both of West Palm Beach, Florida.

Great Southern Capital Corporation Employee Stock Ownership Plan
Meridian, Mississippi
Commitment waiver request.



No. 35

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANK HOLDING COMPANIES

Firstar Corporation, Milwaukee, Wisconsin -- no objection to naming the
investment companies it advises The Firstar Funds.
- Permitted, August 27, 1997

CHANGE IN BANK CONTROL

Greater Pacific Bancshares, Whittier, California -- change in bank control.
- Permitted, August 25, 1997

REGULATIONS AND POLICIES

Regulation J -- amendments to provide for interstate branching and single account
structure.

- Approved, August 27, 1997


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

ALBANK, FSB
Incentive Savings and
Employee Stock
Ownership Plan,
Albany, NY

Altus NBC Corporation,
Inc., Oklahoma City,
OK

ANB Corporation,
Terrell, TX

Anderson Financial
Group, Inc., Golden
Valley, MN.

Arrendale, Thomas A.,
Ill, Gainesville, GA,
Bussey, Cynthia A.,
Atlanta, GA, and
Arrendale, Nelle,
Clarkesville, GA, as
partners in the
Arrendale Undiversified
Family Limited
Partnership,

Baldwin, GA

Associated Banc-
Corp(1), Green Bay, WI
CONTINUED

ALBANK Financial CIBC
Corporation, Albany, NY,

& ALBANK Commercial,

Albany, NY, & ALBANK,

FSB, Albany, NY

New York

NBC Corporation, Inc., 4
Oklahoma City, OK, and

NBC Technologies, Inc.,
Oklahoma City, OK

providing data

processing services (b)(14)

Kansas City

Lakeside Bancshares, Inc., 3 Dallas
Rockwall, TX & Lakeside

National Bank, Rockwall,

TX

Northern National Bank, 3
Nisswa, MN

Minneapolis

Habersham Bancorp, CIBC Atlanta
Cornelia, GA, and

Habersham Bank,

Clarkesville, GA

First Financial Corporation, 4 Chicago
Stevens Point, WI,

and First Financial Bank,
FSB, Stevens Point, WI
owning and operating a
savings and loan
association (b)(4);
Appraisal Services, Inc.,
Milwaukee, WI performing
appraisals of real estate &
CONTINUED

September 10, 1997

June 25, 1997

August 25, 1997

September 18, 1997

June 5, 1997

August 15, 1997


Federal Reserve Bank of Chicago
Section IV = Applications Not Subj Federal Regi New: Noti
Type Application
ROS Albert City Bankshares, Inc.
Albert City, lowa

To redeem approximately 1,513 shares of common
stock



APPLICATION

Stockmens Financial Corporation, Rushville,
Nebraska, for prior approval to engage de novo in the
listed activity of investing in Cozad Housing Partners,
LLC, Cozad, Nebraska, a community development
corporation. *

Guaranty Corporation, Denver, Colorado, for prior
approval to redeem 5,674 shares of its own voting
common stock.

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
Identification of Ratings

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

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

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

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

Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-

income neighborhoods, in a manner consistent with its resources and capabilities.

CRA Public CRA
Bank/Location RSSD# Exam Date —Date__ —Rating_

None.

*Application is subject to CRA.



Federal Reserve Bank of Chicago

Section I - Applications Subj N
Notice Only
Comment Period
Merger & Branch F & M Bank-Fennimore NP - 8-28-97

Fennimore, Wisconsin
F & M Bank - Potosi
Potosi, Wisconsin
F & M Bank - Lancaster
Lancaster, Wisconsin
to establish branches at
302 South Madison
Lancaster, Wisconsin
102 South Main Street
Potosi, Wisconsin
100 Rosalyn Avenue
Dickeyville, Wisconsin

Merger & Branch First Farmers Bank & Trust Company NP - **
Converse, Indiana
Sheridan, Indiana branch office of
NBD Bank, N.A.
to establish a branch at
322 South Main Street
Sheridan, Indiana

Branch Prairie Bank and Trust Company NP - 8-30-97
Bridgeview, Illinois
Corner of 179th Street and Southwest Highway
Orland Park, Illinois

Branch First American Bank NP - 8-26-97
Kankakee, Illinois
Northwest corner of Naperville Road and Boughton Road
Bolingbrook, Illinois



|
|

H.2 Additions/Corrections

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

EXTENSIONS OF TIME

Atlanta

First Citizens Bancorp, Cleveland, Tennessee -- extension to November 2, 1997, to
convert The Home Bank, Ducktown, Tennessee, to a savings bank and engage in
operating a savings association.

- Granted, August 1, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Grell, Steven; Bovee
Investment Trust,
Bovee, Michael R.,
Trustee; Tamisiea,
Bruce; Nystrom, Bruce;
Grave, Gary; Cotton,
John M.; & Hultgren,
David M.; all of
Spencer, IA, acting in
concert

Harbor, Lacy J.,
Denison, TX

Hardin County
Bancshares, Inc.,
Savannah, TN

Heartland Bancshares,
Inc., Franklin, IN

Hibernia Corporation,
‘New Orleans, LA

Huntington Bancshares,
Inc.(A), Columbus, OH,
Huntington Capital
Corp.,

Columbus, OH
CONTINUED

Huntington Bancshares,
Inc.B),

Columbus, OH
CONTINUED

Albert City Bankshares, CIBC
Inc., Albert City, IA &

Albert City Savings Bank,

Albert City, IA & The

Citizens State Bank,

Marathon, LA

Marble Falls National CIBC
Bancshares, Inc., Marble

Falls, TX, & Marble Falls

National Bank, Marble

Falls, TX

Majors Insurance Agency, 4
Inc.,

Adamsville, TN general
insurance agency activities

in a town of less than 5,000
@ya1L)

Heartland Community 3
Bank, Franklin, IN

Unicorp Bancshares-Texas 3
Inc., Orange, TX, and
OrangeBank, Orange, TX

underwriting & dealingtoa 4
limited extent in all types of
debt securities, including
corporate debt, sovereign

debt securities, mortgage
revenue bonds, mortgage-
backed and consumer-
receivable securities J.P.

Morgan & Co.

CONTINUED

The Chase Manhattan 4
Corp., Bankers Trust New

York Corp., Citicorp and
Security Pacific Corp. (75.

Fed. Res. Bull. 192 (1989)
CONTINUED

Chicago

Dallas

St. Louis

Chicago

Atlanta

Cleveland

Cleveland

August 29, 1997

September 4, 1997

August 26, 1997

September 12, 1997

August 11, 1997

June 17, 1997

June 17, 1997



Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

Associated Banc-
Corp(2), Green Bay, WI
CONTINUED

Associated Banc-Corp,
Green Bay, WI

Banco Bilbao Vizcaya,
S.A,
Bilbao, Spain

Bank Capital
Corporation, Strasburg,
co

Bank of Elmwood
Employee Stock
Ownership Plan and
Trust, Racine, WI

Bank of Idaho Holding
Company,
Idaho Falls, ID

Bank of Montreal,
Montreal, Canada;
Bankmont Financial
Corp., Chicago, IL;
Harris Bankcorp, Inc.,
Chicago, IL & Harris
Bankmont, Inc.,
Chicago, IL

tangible personal property 4
(6)(2); & First Financial

Card Services Bank, N.A.,
Stevens Point, WI operating

a

credit card bank (b)(1) and

Q)

Chicago

First Financial Corporation, 4
Stevens Point, WI,

and First Financial Bank,

FSB, Stevens

Point, WI owning &

operating a

savings and loan

association (b)(4)

Chicago

BBV LatInvest Securities 4 New York
Inc.,

New York, NY,

securities activities (b)(1),

(b)(4), (b)(15), and (b)(16)

w

Guaranty Corporation,
Denver, CO

Kansas City

Elmwood Financial 3
Corporation, Racine, WI,

and Bank of Elmwood,

Racine, WI

Chicago

Bank of Eastern Idaho, 3 San Francisco

Idaho Falls, ID

Cash Station, Inc., Chicago, 4
IL in certain data

processing activities,

consisting of electronic

funds transfer services

(by(14)

Chicago

August 15, 1997

August 5, 1997

March 4, 1997

September 26, 1997

August 4, 1997

June 9, 1997

August 28, 1997



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Barnett Banks, Inc.(2), 4 Richmond September 3, 1997
Jacksonville, FL; First
Union Corp., Charlotte,
NC; First Virginia
Banks, Inc., Falls
Church, VA; Jefferson
Bankshares, Inc.,
Charlottesville, VA;
NationsBank Corp.,
Charlotte, NC; Riggs
Nat'l Corp.,
Washington, D.C.;
CONTINUED
Barnett Banks, Inc.(3), 4 Richmond September 3, 1997
Jacksonville, FL; Signet
Banking Corp.
Richmond, VA;
SunTrust banks, Inc.,
Atlanta, GA; Synovus
Financial Corp.,
Columbus, GA, &
Wachovia Corporation,
Winston-Salem, NC
Barnett Banks, Inc., First of America Bank- 4 Atlanta August 15, 1997
Jacksonville, FL Florida, FSB, Tampa, FL
owning, controlling &
operating a savings
association (b)(4)
BB&T Corporation(A), Craigie Incorporated, 4 Richmond August 20, 1997
Winston-Salem, NC Richmond, VA in
CONTINUED underwriting & dealing in,
to a limited extent, all types
of debt & equity
securities, other than
interests in open end
investment companies;
underwriting & dealing in
bank-eligible securities,
(8);
CONTINUED
BB&T Corporation(B), and other securities and 4 Richmond August 20, 1997
Winston-Salem, NC related activities

CONTINUED



FEDERAL RESERVE BANK OF NEW YORK

SECTION}

Applications Subject to Newspaper
Notice Only

Adirondack Trust Company, Saratoga Springs, New York, to
establish a branch at the intersection of Route 50 and Northline
Road, Saratoga Springs, New York.]/

Marine Midland Bank, Buffalo, New York, to establish a branch at
5515 8th Avenue, Brooklyn, New York.]/

SECTION II

Applications Subject to Both
Newspaper and Federal! Register

New Amboy Inc., Old Bridge, New Jersey, to become a bank holding
company by merging with Amboy Bancorporation, Old Bridge,

New Jersey, and thereby acquiring 100% of the voting shares of
Amboy National Bank, Old Bridge, New Jersey.

SECTION TIT

Nonbanking Applications
(subject to Federal Register Notice Only )
Prestige Financial Corp., Flemington, New Jersey, to engage through

its subsidiary, PSC Financial Services, Inc., Flemington, New Jersey, in
securities brokerage activities.

SECTION Iv

Applications Not Involving
Public Comment

None.
SECTION V
Availability of C ‘ublic Evaluation:

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

Outstanding record of meeting community credit needs.

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

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

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

Comment Period

Ending Date

09/29/97

09/20/97

09/26/97 3/

09/16/97