Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 5

Week Ending January 29, 2005

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions January 23, 2005 to January 29, 2005

Bank Holding Companies

The Colonial BancGroup, Inc., Montgomery, Alabama -- to acquire Union Bank of 

Florida, Lauderhill, Florida.

- Approved, January 24, 2005 

Westamerica Bancorporation, San Rafael, California, and Westamerica Bank -- to 

merge with Redwood Empire Bancorp, Santa Rosa, and thereby acquire its 

subsidiary, National Bank of the Redwoods; and for Westamerica Bank to merge 

with National Bank of the Redwoods and operate its existing locations as branches 

of Westamerica Bank.

- Approved, January 26, 2005 

Regulations And Policies

Basel Capital Accord -- interagency statement on implementation of the Basel II 

framework and the qualification process for its advanced approaches.

- Announced, January 27, 2005 

Enforcement

Asian Bank, Philadelphia, Pennsylvania -- written agreement with the Federal 

Reserve Bank of Philadelphia.

- Announced, January 28, 2005 

BANKFIRST Corporation, Sioux Falls, South Dakota -- written agreement dated 

April 23, 2003, terminated January 6, 2005.

- Announced, January 28, 2005 

Citizens Deposit Bank and Trust Company, Vanceburg, Kentucky -- written 

agreement dated September 29, 2000, terminated October 29, 2004.

- Announced, January 28, 2005 

Riggs National Corporation, Washington, D.C. -- issuance of a cease and desist 

order; and termination of the cease and desist order, issued May 14, 2004, against 

Riggs National Corporation and Riggs International Banking Corporation, Miami, 

Florida.

- Announced, January 27, 2005 

Southern Commercial Bank, St. Louis, Missouri -- written agreement dated June 10, 

2003, terminated December 29, 2004.

- Announced, January 28, 2005 

(AC) = Addition or Correction Board - Page 1 of 1
January 23, 2005 to January 29, 2005

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Bank of Bennington, Bennington, Nebraska -- to establish a branch at 1726 North 

120th Street, Omaha.

- Approved, January 27, 2005 

Kansas City

Comerica Bank, Detroit, Michigan -- to establish branches at the northwest corner 

of Aviary Cove and Palmer Path, Austin, Texas, and the intersection of Fluor Drive 

and Highway 6, Sugarland.

- Approved, January 28, 2005 

Secretary

PlainsCapital Bank, Lubbock, Texas -- to establish a courier service branch to serve 

customers of the existing branch at 777 Taylor Street, Suite 102, Fort Worth.

- Approved, January 24, 2005 

Dallas

Bank Holding Companies

Arkansas Newco II, Inc., Jonesboro, Arkansas -- to become a bank holding 

company and to acquire TrustBanc Financial Group, Inc., Mountain Home, and 

thereby acquire TrustBanc.

- Approved, January 25, 2005 

St. Louis

C-B-G, Inc., West Liberty, Iowa -- commenter's request to extend the comment 

period on the application to acquire shares of Washington Bancorp, Washington.

- Granted, January 27, 2005 

Secretary

FC Holdings, Inc., Houston, Texas, and First Community Holdings of Delaware, 

Inc., Wilmington, Delaware -- to become bank holding companies and to acquire 

First Community Bank San Antonio, National Association, San Antonio, Texas.

- Approved, January 24, 2005 

Dallas

(AC) = Addition or Correction Delegated - Page 1 of 4
H.2 Actions under delegated authority January 23, 2005 to January 29, 2005

Bank Holding Companies

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

Heritage Bank, National Association, Newport Beach, California, a de novo bank.

- Approved, January 28, 2005 

San Francisco

Fubon Financial Holding Company, Ltd., Taipei, Taiwan -- to engage de novo in 

certain limited securities activities through its indirect subsidiaries, Fubon 

Securities USA LLC, Pasadena, California, and Fubon Asset Management USA 

LLC, Arcadia.

- Withdrawn, January 24, 2005 

New York

Liberty Bancshares, Inc., Jonesboro, Arkansas -- to acquire TrustBanc Financial 

Group, Inc., Mountain Home, and thereby acquire TrustBanc; and for Liberty 

Bancshares, Inc.'s, subsidiary, Arkansas Newco II, Inc., Jonesboro, to become a 

bank holding company and to acquire TrustBanc Financial Group, Inc., Mountain 

Home, and thereby indirectly acquire TrustBanc.

- Approved, January 25, 2005 

St. Louis

Pawnee Bancshares, Inc., Larned, Kansas -- relief from certain commitments.

- Withdrawn, January 26, 2005 

Kansas City

The Royal Bank of Scotland Group plc, Edinburgh, Scotland, RBSG International 

Holdings Ltd., and Citizens Financial Group, Inc., Providence, Rhode Island -- to 

acquire RBS National Bank, Bridgeport, Connecticut, a de novo bank.

- Approved, January 25, 2005 

Boston

Whitney Holding Corporation, New Orleans, Louisiana -- to merge with Destin 

Bancshares, Inc., Destin, Florida, and thereby acquire Destin Bank.

- Approved, January 24, 2005 

Atlanta

(AC) = Addition or Correction Delegated - Page 2 of 4
H.2 Actions under delegated authority January 23, 2005 to January 29, 2005

Change In Bank Control

Ormsby Bancshares, Inc., Ormsby, Minnesota -- change in bank control.

- Permitted, January 27, 2005 

Minneapolis

Competitive Factors Reports

American Community Bank, Monroe, North Carolina -- report on competitive 

factors of the proposed merger with First National Bank of the Carolinas, Gaffney, 

South Carolina.

- Submitted, January 27, 2005 

Richmond

Brooklyn Federal Savings Bank, New York, New York -- report on competitive 

factors of the proposed mergers with Interim One and Interim Two in connection 

with the reorganization of Brooklyn Federal Savings Bank as a mutual holding 

company.

- Submitted, January 26, 2005 

New York

DeepGreen Bank, Seven Hills, Ohio -- report on competitive factors of the proposed 

merger with Third Federal Savings and Loan Association, Cleveland.

- Submitted, January 26, 2005 

Cleveland

Northwest Savings Bank, Warren, Pennsylvania -- report on competitive factors of 

the proposed merger with Jamestown Savings Bank, Jamestown, New York.

- Submitted, January 26, 2005 

Cleveland

Extensions Of Time

Bancshares Holding Corp., Downers Grove, Illinois -- extension to May 12, 2005, 

to become a bank holding company and to acquire The Bank of Commerce.

- Granted, January 25, 2005 

Chicago

(AC) = Addition or Correction Delegated - Page 3 of 4
H.2 Actions under delegated authority January 23, 2005 to January 29, 2005

Extensions Of Time

Cass Information Systems, Inc., Bridgeton, Missouri -- extension to March 22, 

2005, to acquire assets of NTransit, Inc., Wellington, Kansas, and NTransit, LLC 

and thereby engage in data processing and management consulting activities.

- Granted, January 26, 2005 

St. Louis

The Farmers State Bank of Fort Morgan Colorado Employee Stock Ownership 

Plan, Fort Morgan, Colorado -- extension to May 18, 2005, to acquire up to 38 

percent of the shares of F.S.B. Bancorporation, Inc.

- Granted, January 27, 2005 

Kansas City

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

extension to April 30, 2005, to increase its ownership interest from 33.45 percent to 

51 percent of Oswego Bancshares, Inc., and thereby acquire Oswego Community 

Bank.

- Granted, January 24, 2005 

Chicago

Rivoli Bank & Trust, Macon, Georgia -- extension to February 12, 2006, to 

establish a branch at 1551 Bass Road.

- Granted, January 24, 2005 

Atlanta

Saline State Bank, Wilber, Nebraska -- extensions to April 23, 2005, to establish a 

branch at 82nd Street and Elger Drive, Lincoln, and to replace its existing branch at 

5620 South 48th Street.

- Granted, January 24, 2005 

Kansas City

(AC) = Addition or Correction Delegated - Page 4 of 4
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, January 29, 2005

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) BankFive, MHC and BankFive Corporation, both of Fall River, 

Massachusetts – application to become a mutual bank holding 

company and a stock bank holding company, respectively, by 

acquiring Fall River Five Cents Savings Bank, also of Fall 

River, Massachusetts

Newspaper – N/Avail

Fed Reg – N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, January 29, 2005

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Banco Latinoamericano de Exportaciones S.A., Panama City, 

Panama, to establish a representative office in Miami, Florida.

Newspaper – N/Avail

FBSEA Banco Votorantim, Sao Paulo, Brazil, to establish a 

representative office in New York, New York.

Newspaper – N/Avail

FBSEA Bank of Baroda, Mumbai, India, to establish a state-licensed 

branch in Houston, Texas.

Newspaper – 01/31/2005

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

INV JPMorgan Chase & Co., New York, New York, to make an 

investment, through a subsidiary of its Edge Corporation, J.P. 

Morgan International Finance Limited, in Cazenove Group plc 

(“Cazenove”) and to make an additional investment in J.P. 

Morgan Chase (UK) Holdings Limited, J.P. Morgan 

International Holdings Limited and J.P. Morgan Securities Ltd. 

to fund part of the investment in Cazenove.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

501105 Manufacturers & Traders TC, 

Buffalo, New York.

06/14/2004 01/18/2005 O X

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 29, 2005

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

833271 First Penn Bank, Philadelphia, PA 09/20/2004 01/21/2005 S X

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 29, 2005

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

*3(a)(3) Central Bancshares, Inc., Lexington, KY to acquire First Bank, 

Inc., Louisville, KY pursuant to Section 3(a)(3) of the Bank 

Holding Company Act.

Newspaper – N/Avail

Fed Reg – 02/21/2005

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

1390342 Fifth Third Bank

2375 Tamiami Trail

Naples, Florida 34103

04/14/2003 08/14/2004 S X

913940 Fifth Third Bank, Michigan

111 Lyon N.W.

Grand Rapids, Michigan 49503

04/14/2003 08/14/2004 S X

723112 Fifth Third Bank

38 Fountain Square Plaza

Cincinnati, Ohio 45263

04/14/2003 08/14/2004 S X

636043 Fifth Third Bank, Indiana

251 N. Illinois Street

Indianapolis, Indiana 46205

04/14/2003 08/14/2004 S X

138510 Fifth Third Bank, Northern Kentucky

8100 Burlington Pike

Florence, Kentucky 41042

04/14/2003 08/14/2004 S X

499613 Fifth Third Bank Kentucky, Inc.

401 South 4th Street

Louisville, Kentucky 40202

04/14/2003 08/14/2004 O X
Section VI – CRA examinations scheduled for 2nd Quarter of 2005

Institution Location

Whitaker Bank 2001 Pleasant Ridge Dr.

P. O. Box 55439

Lexington, Kentucky 40555

The Exchange Bank 235 Main Street

Luckey, Ohio 43443

The Commercial and Savings Bank 6 West Jackson Street

P. O. Box 232

Millersburg, Ohio 44654-0232

The Marblehead Bank 709 West Main Street

Marblehead, Ohio 43440

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

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

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

circumstances.
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, January 29, 2005

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch SuffolkFirst Bank, Suffolk, Virginia, to establish a branch at 

Out-parcel #4, Shoulders Hill Shipping Center, Bennett’s Creek 

Crossing, Suffolk, Virginia.*

Newspaper – 02/04/2005

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, January 29, 2005

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Regions Bank, Birmingham, Alabama, to acquire certain 

branches of Union Planters Bank, National Association, 

Memphis, Tennessee.*

Newspaper – 02/17/2005

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

located at 21-A West I-65 Service Road North, Mobile, 

Alabama.*

Newspaper – 01/29/2005

Foreign The Victoria Mutual Building Society, Kingston 10, Jamaica, to 

establish a representative Office in Miami, Florida.

Newspaper – N/Avail

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Community Bancshares of Mississippi, Inc. Employee Stock

Ownership Plan, Brandon, Mississippi, to become a bank

holding company by acquiring 58.6 percent of the Amory Series 

Bank Class Common Stock of Community Bancshares of

Mississippi, Inc., Brandon, Mississippi, along with its

subsidiaries, Community Bank, Coast, Biloxi, Mississippi;

Community Bank of Mississippi, Forest, Mississippi; 

Community Bank, Indianola, Indianola, Mississippi;

Community Bank, Ellisville, Ellisville, Mississippi; Community 

Bank, Southhaven, Mississippi; Community Bank, Meridian, 

Meridian, Mississippi; Community Bank, Amory, Amory,

Mississippi; and First National Bank of Lucedale, Lucedale, 

Mississippi.*

Newspaper – 02/07/2005

Fed Reg – 02/25/2005

3(a)(1) Copiah Bancshares, Inc., Hazlehurst, Mississippi, to become a 

bank holding company by acquiring 100 percent of the

outstanding shares of Copiah Bank, National Association,

Hazlehurst, Mississippi.*

Newspaper – 02/28/2005

Fed Reg – N/Avail
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Enterprise Banking Company, Inc., Stockbridge, Georgia, to 

become a bank holding company by acquiring 100 percent of the 

outstanding shares of Dorsey State Bank, Abbeville, Georgia.*

Newspaper – N/Avail

Fed Reg – N/Avail

CIC Frontier National Corporation, Sylacauga, Alabama, prior

change in control notice filed by the CM/FS Reeves Investment, 

L.P., Frances Skinner Reeves, Charles Monroe Reeves, Craig 

Jody Berlin, all of West Point, Georgia; Steven deRalph

Townson, Chelsea, Alabama; Steven Jeffrey Eisen, Nashville, 

Tennessee; Harold Beryl Kushner, Birmingham, Alabama; and 

Christopher Noel Zodrow, Auburn, Alabama; to acquire 32.00 

percent of the outstanding shares of Frontier National

Corporation, Sylacauga, Alabama, and its subsidiary, Frontier 

Bank, LaGrange, Georgia.

Newspaper – N/Avail

Fed Reg – 02/15/2005

3(a)(3) Privee Financial, Inc., Miami, Florida, to acquire 100 percent of 

the outstanding shares of Sequoia National Bank, San Francisco, 

California.*

Newspaper – N/Avail

Fed Reg – 02/25/2005

3(a)(3) Privee LLC, Miami, Florida, to acquire 100 percent of the 

outstanding shares of Sequoia National Bank, San Francisco, 

California.*

Newspaper – N/Avail

Fed Reg – 02/25/2005

3(a)(3) Remo DuQuoin LLC, Miami, Florida, to acquire 100 percent of 

the outstanding shares of Sequoia National Bank, San Francisco, 

California.*

Newspaper – N/Avail

Fed Reg – 02/25/2005

3(a)(3) Wilson Bank Holding Company, Lebanon, Tennessee, to

acquire 50 percent of the outstanding shares of Community 

Bank of Smith County, Carthage, Tennessee.*

Newspaper – 02/19/2005

Fed Reg – 02/25/2005

3(a)(3) Wilson Bank Holding Company, Lebanon, Tennessee, to 

acquire 50 percent of the outstanding shares of Dekalb 

Community Bank, Smithville, Tennessee.*

Newspaper – 02/19/2005

Fed Reg – 02/25/2005

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

697633 Compass Bank

15th South 20th Street

Birmingham, Alabama 35233

(205) 933-3000

03/10/2003 01/26/2005 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, January 29, 2005

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Chemical Bank and Trust Company, Midland, Michigan, to 

establish a mobile branch to operate within its market area, 

primarily in Shiawassee and Genesee Counties.*

Newspaper – 01/24/2005

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(3) C-B-G, Inc., West Liberty, Iowa, to acquire 24.35 percent of 

Washington Bancorp, Washington, Iowa, from two shareholders 

and thereby indirectly acquire Federation Bank, Washington, 

Iowa.*

Fed Reg – 02/03/2005

Newspaper – 01/24/2005

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

of the voting shares of Peoples State Bank, Jeffersonville, 

Georgia.*

Fed Reg – 02/22/2005

Newspaper – N/Avail

3(a)(3) Centrue Financial Corporation, Kankakee, Illinois, to acquire 

100 percent of the voting stock of Illinois Community Bancorp, 

Inc., Effingham, Illinois, and thereby indirectly acquire Illinois 

Community Bank, Effingham, Illinois.*

Fed Reg – 02/22/2005

Newspaper – N/Avail

3(a)(1) Freedom Bancshares, Inc., Sheldon, Iowa, to become a bank 

holding company by acquiring 100 percent of Freedom Bank (in 

organization), Sheldon, Iowa.*

Fed Reg – 02/21/2005

Newspaper – 02/18/2005

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

210434 Northern Trust Company

50 S. LaSalle Street

Chicago, Illinois 60675

(312) 630-6000

05/17/2004 01/26/2005 O X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, January 29, 2005

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Notice by Joel H. Porter, Memphis, Tennessee, to gain control 

of BankTennessee, Collierville, Tennessee. The notice also 

involves a group acting in concert to gain control of 

BankTennessee. The acquisition group consists of John S. 

Shepherd, Collierville, Tennessee; John S. Wilder, Mason, 

Tennessee; James L. Rout, Jr., Memphis, Tennessee; Herbert T. 

Brooks, Jr., Collierville, Tennessee; R. Todd Vanderpool, 

Cordova, Tennessee; Randal Lankford, Ripley, Tennessee; 

Frank Inman, Jr., Memphis, Tennessee; Jimmy A. Lott, 

Collierville, Tennessee; Raymond E. Smith, Collierville, 

Tennessee; Herman W. Cox, Collierville, Tennessee; Philip C. 

Fons, Memphis, Tennessee; Gene Mathis, Memphis, Tennessee; 

Earl A. Richmond, Carthage, Tennessee; Robert L. Harbin, 

Rome, Georgia; and Crawford McDonald, Memphis, Tennessee.

(Previously submitted during the week ending December 25, 

2004.)

Newspaper – 02/03/2005

Fed Reg – 02/17/2005

CIC Notice by the Joseph Jay Gugger Trust, with Joseph Jay Gugger 

as trustee, both of Edwardsville, Illinois, to gain control of 

Clover Leaf Financial Corporation, Edwardsville, Illinois. 

Notice is also provided by the Gugger Control Group, which 

includes, the Joseph J. Gugger Trust, Joseph Jay Gugger as 

trustee, and the J & M Limited Partnership, Edwardsville, 

Illinois, Joseph Jay Gugger as General Partner, to gain control of 

Clover Leaf Financial Corporation. (Previously submitted during 

the week ending January 8, 2005.)

Newspaper – 02/17/2005

Fed Reg – 01/28/2005
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Notice by Richard T. Gregg and Jenny D. Gregg, both of Nixa, 

Missouri, to gain control of Southwest Missouri Bancshares, 

Inc., Ozark, Missouri.

Newspaper – 02/16/2005

Fed Reg – N/Avail

3A3 First National Bancorp, Inc., Green Forest, Arkansas, to acquire 

9.9 percent of Legacy National Bank, Springdale, Arkansas (in 

formation).*

Newspaper – N/Avail

Fed Reg – 02/28/2005

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4c8 Community First Bancshares, Inc., Harrison, Arkansas, to 

engage in data processing and management consulting activities 

through the retention of 25 percent of the voting shares of 

Mobius Technology Consulting, LLC, Springfield, Missouri.

(Previously submitted during the week ending January 22, 

2005.)

Fed Reg – 02/15/2005

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, January 29, 2005

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Notice by William E. Blomster, Fairmont, Minnesota to gain 

control of B & M Bancshares, Inc., Fairmont, Minnesota and 

thereby indirectly gain control of State Bank of Fairmont, 

Fairmont, Minnesota.

Fed Reg – 02/16/2005

Newspaper – N/Avail

3(a)(5) Glacier Bancorp, Inc., Kalispell, Montana, to acquire 100 

percent of the voting shares of Citizens Bank Holding Company, 

Pocatello, Idaho, and thereby indirectly acquire Citizens 

Community Bank, Pocatello, Idaho.*

Fed Reg – 02/11/2005

Newspaper – 02/06/2005

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Registe r notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, January 29, 2005

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Bank 7, Medford, Oklahoma, to purchase certain assets and 

assume certain liabilities of the branch of Guarantee State Bank, 

Lawton, Oklahoma, located at 1039 NW 63rd Street, Oklahoma 

City, Oklahoma, and incident thereto, to establish a branch.

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

3(a)(3) First Centralia Bancshares, Inc., Centralia, Kansas, to acquire 

100 percent of the voting shares of Corning Investment 

Company, Inc., Atchison, Kansas, parent of Farmers State Bank 

of Corning, Corning, Kansas.

Newspaper – 02/21/2005

Fed Reg – 02/25/2005

3(a)(3) Morrill Bancshares, Inc., Merriam, Kansas, to acquire 100 

percent of the voting shares of Nemaha Investment Company, 

Inc., Atchison, Kansas, parent of First State Bank of Goff, Goff, 

Kansas.

Newspaper – 02/21/2005

Fed Reg – 02/25/2005

3(a)(3) First Liberty Capital Corporation Employee Stock Ownership 

Plan, Hugo, Colorado, to acquire an additional 1.65 percent, for 

a total of 29.8 percent of the voting shares of First Liberty 

Capital Corporation, Hugo, Colorado, parent of The First 

National Bank of Hugo, Hugo, Colorado.

Newspaper – 02/22/2005

Fed Reg – N/Avail

CIC Notification by Jerry and Marlys Waldo, both of Republican 

City, Nebraska, to acquire control of Commercial State Holding 

Company, Inc., parent of Commercial State Bank, both of 

Republican City, Nebraska.

Newspaper – 02/09/2005

Fed Reg – 02/10/2005
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Reduction in 

Permanent Capital

First State Bank, Fairfax, Oklahoma, to redeem 70 shares of its 

own voting common stock.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

547550 Bank of Commerce

221 Third Street

Rawlins, Wyoming 82301

11/01/2004 01/24/2005 S X

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 29, 2005

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, January 29, 2005

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

3(a)(5)(C) Discovery Bancorp, San Marcos, California, to become a bank 

holding company by acquiring 100 percent of Discovery Bank, 

San Marcos, 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 Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None