Federal Reserve Release 

H.2 

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received 

No. 1 

Week Ending January 4, 2003 

Board of Governors of the Federal Reserve System, Washington, DC 20551 
H.2 Board Actions December 29, 2002 to January 4, 2003 

Regulations And Policies 

Regulation K -- amendments to Subpart D relating to international lending supervision to 

conform to technical changes made by the other federal banking agencies. 

- Approved, December 30, 2002 

(AC) = Addition or Correction Board - Page 1 of 1 
H.2 Actions under delegated authority December 29, 2002 to January 4, 2003 

BS&R 

C&CA 

FOMC 

Banking Supervision and Regulation 

Consumer and Community Affairs 

Federal Open Market Committee 

RBOPS 

IF 

OSDM 

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

Bank Branches, Domestic 

Kansas City 

American Exchange Bank, Eagle, Nebraska -- to establish a branch at 440 D Street and 

relocate its main office to Elmwood, Kansas. 

- Approved, December 30, 2002 

St. Louis 

Arvest Bank, Fayetteville, Arkansas -- to establish a branch at 1930 Fayetteville Road, 

Van Buren. 

- Approved, December 30, 2002 

Kansas City 

Bank of Blue Valley, Overland Park, Kansas -- to establish a branch at 7900 College 

Boulevard. 

- Approved, December 30, 2002 

New York 

Bank of Smithtown, Smithtown, New York -- to establish a branch at 6249 Route 25A, 

Wading River. 

- Approved, January 2, 2003 

Kansas City 

First Country Bank, Urich, Missouri -- to establish a branch at 325 Main Street and 

relocate its main office to Blue Springs. 

- Approved, December 30, 2002 

Minneapolis 

First Interstate Bank, Billings, Montana -- to establish a branch at 120 East Broadway, 

Jackson, Wyoming. 

- Approved, December 30, 2002 

Chicago 

Salin Bank and Trust Company, Indianapolis, Indiana -- to establish a branch at 6431 

East State Boulevard, Fort Wayne. 

- Approved, December 30, 2002 

(AC) = Addition or Correction Delegated - Page 1 of 5 
H.2 Actions under delegated authority December 29, 2002 to January 4, 2003 

Bank Branches, Domestic 

Atlanta 

SouthTrust Bank, Birmingham, Alabama -- to establish a branch at 2002 Summit 

Boulevard, Atlanta, Georgia. 

- Approved, December 31, 2002 

Secretary 

SunTrust Bank, Atlanta, Georgia -- to establish a branch at 4051 Stone Mountain 

Highway South, Lilburn. 

- Approved, January 2, 2003 

Bank Holding Companies 

New York 

Bridge Street Financial, Inc., Oswego, New York -- to become a bank holding company 

through the acquisition of Oswego County National Bank. 

- Approved, December 31, 2002 

Philadelphia 

Commerce Bancorp, Inc., Cherry Hill, New Jersey -- to acquire shares of 

TheBancorp.com, Inc., Wilmington, Delaware. 

- Approved, December 31, 2002 

Atlanta 

Community Bancshares of West Georgia, Villa Rica, Georgia -- to become a bank 

holding company through the acquisition of Community Bank of West Georgia, a de novo 

bank. 

- Approved, January 2, 2003 

Chicago 

Goodfield Financial Corporation, Goodfield, Illinois -- to become a bank holding 

company through the acquisition of Goodfield State Bank. 

- Approved, January 3, 2003 

Kansas City 

New West Banks of Colorado, Inc., Greeley, Colorado -- to become a bank holding 

company through the acquisition of New West Bank, a de novo bank. 

- Approved, December 30, 2002 

(AC) = Addition or Correction Delegated - Page 2 of 5 
H.2 Actions under delegated authority December 29, 2002 to January 4, 2003 

Bank Holding Companies 

Atlanta 

Atlanta 

Atlanta 

Atlanta 

Red River Bancshares, Inc., Alexandria, Louisiana -- commitment waiver request. 

- Granted, January 2, 2003 

Resource Bankshares, Inc., Covington, Louisiana -- commitment waiver request. 

- Granted, January 3, 2003 

Tropical Bancshares of Florida, Inc., Englewood, Florida -- to become a bank holding 

company through the acquisition of Englewood Bank. 

- Approved, January 3, 2003 

Vision Bancshares, Inc., Gulf Shores, Alabama -- to acquire Vision Bank, FSB, Panama 

City, Florida. 

- Approved, December 30, 2002 

Bank Mergers 

Richmond 

FNB Southeast, Reidsville, North Carolina -- to purchase certain assets and assume 

certain liabilities of the Harrisonburg, Virginia, branch of Guaranty Bank, Charlottesville. 

- Approved, January 3, 2003 

Banks, Foreign 

New York 

Credit Agricole S.A., Paris, France -- request for an exemption to acquire shares of 

Credit Lyonnais. 

- Withdrawn, December 16, 2002 (AC) 

Change In Bank Control 

Chicago 

Arneson Bancshares, Inc., Clear Lake, Iowa -- change in bank control. 

- Permitted, December 30, 2002 

(AC) = Addition or Correction Delegated - Page 3 of 5 
H.2 Actions under delegated authority December 29, 2002 to January 4, 2003 

Competitive Factors Reports 

New York 

Oswego County Savings Bank, Oswego, New York -- report on competitive factors of 

the proposed merger with Oswego County Interim Savings Bank I. 

- Submitted, December 31, 2002 

San Francisco 

Panhandle State Bank, Sandpoint, Idaho -- report on competitive factors of the proposed 

purchase of certain assets and assumption of certain liabilities of the Ontario, Oregon, 

branch of Household Bank, FSB, Wood Dale, Illinois. 

- Submitted, January 2, 2003 

Dallas 

South Texas National Bank of Laredo, Laredo, Texas -- report on competitive factors of 

the proposed acquisition of the Eagle Pass branch from Sterling Bank, Houston. 

- Submitted, January 3, 2003 

Extensions Of Time 

Dallas 

Dallas 

IBT Bancorp, Inc., Dallas, Texas, and IBT Delaware Bancorp, Inc., Dover, Delaware --

extension to April 17, 2003, to become bank holding companies through the acquisition 

of Independent Bank of Texas, Irving, a de novo bank. 

- Granted, December 31, 2002 

Overton Financial Corporation, Overton, Texas, and Overton Delaware Corporation, 

Dover, Delaware -- extension to April 1, 2003, to increase ownership in Longview 

Financial Corporation, Longview, and thereby maintain ownership in Longview Delaware 

Corporation, Dover, Delaware, and its subsidiaries, Longview Bank and Trust Company, 

Longview, Texas, and First State Bank, Van. 

- Granted, December 31, 2002 

Financial Holding Companies 

Chicago 

SBC, Incorporated, Countryside, Illinois -- election to become a financial holding 

company. 

- Effective, December 31, 2002 

(AC) = Addition or Correction Delegated - Page 4 of 5 
H.2 Actions under delegated authority December 29, 2002 to January 4, 2003 

Membership 

Chicago 

Community National Bank, Oregon, Wisconsin -- membership in the Federal Reserve 

System on conversion to a state-chartered institution known as Oregon Community Bank 

& Trust. 

- Approved, December 30, 2002 

Minneapolis 

Dacotah Bank-Valley City, Valley City, North Dakota -- membership in the Federal 

Reserve System. 

- Approved, January 3, 2003 

(AC) = Addition or Correction Delegated - Page 5 of 5 
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, January 4, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, January 4, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, January 4, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, January 4, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch* Application by Fifth Third Bank, Grand Rapids, MI to establish 

a branch at 345 West Dundee Road, Buffalo Grove, IL. 

Branch* Application by Fifth Third Bank, Grand Rapids, MI to establish 

a branch at 3245 East Michigan, Jackson, MI. 

Branch* Application by Fifth Third Bank, Grand Rapids, MI to establish 

a branch at 10390 East Grand River Avenue, East Lansing, MI. 

Branch* Application by Fifth Third Bank, Naples, FL to estbalish a 

branch at 21321 South Tamiami Trail, Estero, FL. 

Newspaper - 01/10/2003 

Newspaper - 01/11/2003 

Newspaper - 01/11/2003 

Newspaper - 01/07/2003 

*Subject to the provisions of the Community Reinvestment Act. 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, January 4, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

3(a)(1) Friedman, Billings, Ramsey Group, Inc. (currently known as 

Forest Merger Corporation), and FBR TRS Holdings, Inc., both 

of Arlington, Virginia, to become bank holding companies with 

respect to FBR Bancorp, Inc., Arlington, Virginia, and its 

subsidiary, FBR National Bank and Trust, Bethesda, Maryland. 

3(a)(3) Friedman, Billings, Ramsey Group, Inc. (currently known as 

Forest Merger Corporation), and FBR TRS Holdings, Inc., both 

of Arlington, Virginia, to acquire 5.58% of the voting shares of 

Pacific Crest Capital, Inc., Aqoura Hills, California. 

3(a)(3) Friedman, Billings, Ramsey Group, Inc. (currently known as 

Forest Merger Corporation), and FBR TRS Holdings, Inc., both 

of Arlington, Virginia, to acquire 5.2% of the voting shares of 

ITLA Capital Corporation, La Jolla, California. 

3(a)(3) Friedman, Billings, Ramsey Group, Inc. (currently known as 

Forest Merger Corporation), and FBR TRS Holdings, Inc., both 

of Arlington, Virginia, to acquire 5.77% of the voting shares of 

Hingham Institution for Savings, Hingham, Massachusetts. 

4(c)(8) Friedman, Billings, Ramsey Group, Inc. (currently known as 

Forest Merger Corporation), and FBR TRS Holdings, Inc., both 

of Arlington, Virginia, to acquire 5.58% of the voting shares of 

Quaker City Bancorp, Inc., Whittier, California. 

Fed Reg - N/Avail 

Newspaper - N/Avail 

Fed Reg - N/Avail 

Newspaper - N/Avail 

Fed Reg - N/Avail 

Newspaper - N/Avail 

Fed Reg - N/Avail 

Newspaper - N/Avail 

Fed Reg - N/Avail 

Newspaper - N/Avail 
Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

4(c)(8) Friedman, Billings, Ramsey Group, Inc. (currently known as Fed Reg - N/Avail 

Forest Merger Corporation), and FBR TRS Holdings, Inc., both Newspaper - N/Avail 

of Arlington, Virginia, to acquire 5.74% of the voting shares of 

First Bell Bancorp, Inc., Pittsburgh, Pennsylvania. 

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

Type Application 

None 

Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

13037 Traders Bank 10/21/2002 12/19/2002 S X 

303 Main Street 

Spencer, West Virginia 25276 
Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, January 4, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch SouthTrust Bank, Birmingham, Alabama, to merge with 

Founders National Bank, Dallas, Texas.* 

Newspaper-01/13/2003 

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

6704 Memorial Highway, Tampa, Florida, to be known as the 

Hillsborough Square Office.* 

Newspaper-01/03/2003 

*Subject to provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

3(a)(1) Buford Banking Group, Inc., Buford, Georgia, to become a bank 

holding company by acquiring Lanier Community Bank, 

Buford, Georgia (in organization).* 

Newspaper-01/20/2003 

Fed Reg-01/27/2003 

3(a)(1) Coast Financial Holdings, Inc., Bradenton, Florida, to become a 

bank holding company by acquiring Coast Bank of Florida, 

Bradenton, Florida.* 

Newspaper-01/27/2003 

Fed Reg-02/03/2003 

3(a)(3) F.N.B. Corporation, Naples, Florida, to acquire up to 20 percent 

of the outstanding voting shares of Sun Bancorp, Inc., and its 

subsidiary, Sun Bank, both of Selinsgrove, Pennsylvania.* 

Newspaper-01/13/2003 

Fed Reg-01/27/2003 

*Subject to provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

4(c)(8) Bancshares of Florida, Inc., Naples, Florida, (formerly Citizens Fed Reg-01/22/2003 

Bancshares of Southwest Florida), to acquire Florida Trust 

Company, Inc., Ft. Lauderdale, Florida, and thereby engage in 

trust company activities. 
Section IV – Applications not subject to Federal Register or newspaper notice 

Type Application 

None 

Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, January 4, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

18C & Branches Unionbank, Streator, Illinois, to merge with Unionbank/Central, Newspaper – N/Avail 

Princeton, Illinois and thereby to establish 5 branches.* 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

3(a)(5) First Mutual Bancorp of Illinois, Inc., Harvey, Illinois, to 

acquire 90 percent of the voting shares of Security Bancorp of 

Dupage, Inc., Naperville, Illinois, and thereby indirectly acquire 

Security Bank of Dupage, Naperville, Illinois.* 

CIC Notice by Antonia Whalen, Clementine Whalen and Nathaniel 

Whalen, all of Chicago, Illinois, and Amanda Whalen, Portland, 

Oregon, acting in concert with their parents, Wayne W. Whalen 

and Paula Wolff, Chicago, Illinois, to retain ownership of the 

outstanding shares of Unionbancorp, Inc., Ottawa, Illinois, and 

thereby indirectly retain voting shares of Unionbank, Streator, 

Illinois; Unionbank/Central, Princeton, Illinois; 

Unionbank/West, Macomb, Illinois, and Unionbank/Northwest, 

Hanover, Illinois. 

Fed Reg – N/Avail 

Newspaper – N/Avail 

Fed Reg – 01/15/2003 

Newspaper – N/Avail 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

4(c)(8) Bancroft State Bancshares, Inc., Bancroft, Wisconsin, proposes Fed Reg – 01/17/2003 

to form Hometown Insurance Agency L.L.C., Bancroft, 

Wisconsin, which will acquire all the assets of Rayome 

Insurance Agency, Inc., Bancroft, Wisconsin, and thereby 

engage in insurance agency activity in a town with a population 

not exceeding 5,000. 
Section IV – Applications not subject to Federal Register or newspaper notice 

Type Application 

None 

Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

2533119 Northside Community Bank 07/17/2002 12/30/2002 S X 

5103 Washington 

Gurnee, Illinois 60031 

(847) 244-5100 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, January 4, 2003 

Section I – Applications subject to newspaper notice only 

Type Application 

Ending date of 

comment period 

Branch Arvest Bank, Fayetteville, Arkansas, to establish a branch Newspaper – 01/26/2003 

facility to be located at 8415 Sylvan Hills Highway, Sherwood, 

Arkansas.* 

* Subject to the provisions of the Community Reinvestment Act 

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

Type Application 

3A1 Frontenac Bancshares, Inc., Earth City, Missouri, to become a 

bank holding company by acquiring 100 percent of Frontenac 

Bank, Earth City, Missouri. (Previously submitted during the 

week ending December 28, 2002)* 

3A3 Bank of Mulberry Employee Stock Ownership Trust, Mulberry, 

Arkansas, and its subsidiary, ACME Holding Company, Inc., 

Mulberry, Arkansas, to acquire 81.65 percent of Madison 

Corporation, Little Rock, Arkansas, and thereby indirectly 

acquire Madison Bank & Trust Company, Kingston, Arkansas.* 

Ending date of 

comment period 

Newspaper – 01/30/2003 

Fed Reg – 02/03/2003 

Newspaper – N/Avail 

Fed Reg – N/Avail 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, January 4, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

CIC Notice by Todd Haugan, Long Lake, Minnesota; Tom P. Kell, 

Duluth, Minnesota; and Richard Lefcowitz, Minong, Wisconsin , 

to retain control of Superior Financial Holding, Inc., Two 

Harbors, Minnesota, and thereby indirectly retain control of the 

Lake Bank, National Association, Two Harbors, Minnesota. 

Fed Reg – 11/19/2002 

Newspaper – 10/23/2002 

CIC Notice by Sabina Bosshard, Winona, Minnesota and William H. 

Bosshard, La Crosse, Wisconsin, to gain control of Clayton 

Bankshares Inc., Clayton, Wisconsin, and thereby indirectly gain 

control of Citizens State Bank of Clayton, Clayton, Wisconsin. 

Fed Reg – N/Avail 

Newspaper – N/Avail 

3A3 Finlayson Bancshares, Inc., Finlayson, Minnesota proposes to 

acquire 100% of the voting shares of Floodwood Agency, Inc., 

Duluth, Minnesota, and thereby indirectly acquire First State 

Bank of Floodwood, Floodwood, Minnesota.* 

Fed Reg – N/Avail 

Newspaper – N/Avail 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

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

Type Application 

None 

Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, January 4, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

Member Auburn State Bank, Auburn, Nebraska, to become a member of 

the Federal Reserve System. 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, January 4, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satis factory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, January 4, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

3(a)(1) Utah Community Bancorp to become a bank holding company by Newspaper – 01/24/2003 

acquiring 100 percent of Utah Community Bank, both of Sandy, Fed Reg – 02/03/2003 

Utah.* 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

3(a)(5)(C) Southwest Community Bancorp to become a bank holding 

company by acquiring 100 percent of Southwest Community 

Bank, both of Encinitas, California. 
Section V – Availability of CRA public evaluations 

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

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

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

revised in May 1995. 

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

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

facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

738367 Bank of Orange County 9/09/2002 1/03/2003 S 

170 South Main Street 

Orange, CA 92868 

(714) 964-6607 

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and is not intended 

to replace formal notices required by statute or regulation; the Reserve Bank assumes no responsibility for errors or 

omissions. 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 

X