Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 46

Week Ending November 13, 2004

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions November 7, 2004 to November 13, 2004

Bank Holding Companies

Barclays PLC, London, England, Barclays Bank PLC, and Barclays Group US Inc., 

Wilmington, Delaware -- to become bank holding companies and to acquire Juniper 

Financial Corp. and Juniper Bank.

- Approved, November 8, 2004 

First National Bank Group, Inc., Edinburg, Texas -- to acquire up to 14.99 percent of 

the shares and control of Alamo Corporation of Texas, Alamo, and thereby acquire 

control of Alamo Corporation of Delaware, Wilmington, Delaware, and Alamo Bank of 

Texas, Alamo.

- Approved, November 12, 2004 

Wachovia Corporation, Charlotte, North Carolina -- commenter's request for 

reconsideration of the Board's order approving the application to merge with SouthTrust 

Corporation, Birmingham, Alabama, and to acquire SouthTrust Bank.

- Denied, November 8, 2004 

Discount Rates

Discount and Advance Rates -- increase in the primary credit rate from 2-3/4 percent to 

3 percent by the Federal Reserve Banks of Boston, New York, Philadelphia, Cleveland, 

Richmond, Atlanta, Chicago, St. Louis, Minneapolis, Kansas City, and San Francisco.

- Approved, November 10, 2004 

Discount and Advance Rates -- increase in the primary credit rate from 2-3/4 percent to 

3 percent by the Federal Reserve Bank of Dallas.

- Approved, November 12, 2004 

Regulations And Policies

Debit Card Fee Disclosures -- report to the Congress on the adequacy of existing 

disclosures of debit card fees imposed by financial institutions on customers who use their 

Personal Identification Number (PIN) at point-of-sale.

- Approved, November 10, 2004 

(AC) = Addition or Correction Board - Page 1 of 1
November 7, 2004 to November 13, 2004

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

SunTrust Bank, Atlanta, Georgia -- to establish branches at State Road 261 and 

Blairstone Road, Tallahassee, Florida; Walton County Road 395 and East Lake Drive, 

Sea Grove Beach; and 731 Cool Springs East, Franklin, Tennessee.

- Approved, November 12, 2004 

Atlanta

Bank Holding Companies

Bancshares Holding Corp., Downers Grove, Illinois -- to become a bank holding 

company and to acquire The Bank of Commerce.

- Approved, November 12, 2004 

Chicago

Boston Private Financial Holdings, Inc., Boston, Massachusetts -- to acquire 81 percent 

of the shares of KLS Professional Advisers Group, LLC, New York, New York, and 

thereby engage in financial and investment advisory activities.

- Approved, November 9, 2004 

Boston

Centennial Bank Holdings, Inc., Fort Collins, Colorado -- for its subsidiary, Newco 

Front Range, Inc., to become a bank holding company and to acquire Guaranty 

Corporation, Denver, and its subsidiary, Guaranty Bank and Trust Company; Collegiate 

Peaks Bank, Buena Vista; and First National Bank of Strasburg, Strasburg; for 

Centennial Bank Holdings, Inc. to engage in trust activities through the acquisition of 

Guaranty Corporation's subsidiary, AMG/Guaranty Trust, N.A., Greenwood Village; and 

for Guaranty Bank and Trust Company to become a member of the Federal Reserve 

System.

- Approved, November 10, 2004 

Kansas City

DCNB Holding Company, Clear Lake, South Dakota -- to become a bank holding 

company and to acquire Deuel County National Bank.

- Approved, November 12, 2004 

Minneapolis

(AC) = Addition or Correction Delegated - Page 1 of 4
H.2 Actions under delegated authority November 7, 2004 to November 13, 2004

Bank Holding Companies

First Bank Corp, Fort Smith, Arkansas -- to acquire BOR Bancshares, Inc., Rogers, and 

thereby acquire Bank of Rogers.

- Approved, November 8, 2004 

Secretary

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

Bank, FSB, Albuquerque, New Mexico, and thereby establish a de novo savings 

association.

- Approved, November 12, 2004 

San Francisco

Jamestown Bancshares, Inc., Jamestown, Missouri -- to become a bank holding 

company and to acquire Peoples Bank of Jamestown.

- Approved, November 10, 2004 

St. Louis

The Peoples Holding Company, Tupelo, Mississippi -- to merge with Heritage Financial 

Holding Corporation, Decatur, Alabama, and thereby acquire Heritage Bank.

- Approved, November 10, 2004 

St. Louis

Sunshine Bankshares, Inc., Port Orange, Florida -- to become a bank holding company 

and to acquire Sunshine State Community Bank.

- Approved, November 10, 2004 

Atlanta

UniBanc Corporation, Maywood, Nebraska -- to acquire Farmers State Bank, Big 

Springs, and to engage in general insurance activities through the acquisition of 

Hendrickson-Kjeldgaard Agency.

- Approved, November 10, 2004 

Kansas City

(AC) = Addition or Correction Delegated - Page 2 of 4
H.2 Actions under delegated authority November 7, 2004 to November 13, 2004

Bank Holding Companies

Vision Bancshares, Inc., Ada, Oklahoma -- to become a bank holding company and to 

acquire First Ada Bancshares, Inc., and its subsidiary, First National Bank and Trust 

Company of Ada, and to engage in credit insurance agency and consumer finance 

activities through the acquisition of Witherspoon Finance Company, Inc.

- Approved, November 10, 2004 

Kansas City

Change In Bank Control

Hanston Insurance Agency, Inc., Hanston, Kansas -- change in bank control.

- Permitted, November 9, 2004 

Kansas City

Competitive Factors Reports

Bank of America, National Association (USA), Phoenix, Arizona -- report on 

competitive factors of the proposed merger with Fleet Bank (RI), National Association, 

Providence, Rhode Island.

- Submitted, November 9, 2004 

Richmond

The Baraboo National Bank, Baraboo, Wisconsin -- report on competitive factors of the 

proposed merger with Northwoods State Bank, Rhinelander.

- Submitted, November 9, 2004 

Chicago

Citizens Community Bank of Illinois, National Association, Berwyn, Illinois -- report on 

competitive factors of the proposed purchase of certain assets and assumption of certain 

deposit liabilities of the Broadview branch of Cole Taylor Bank, Chicago.

- Submitted, November 9, 2004 

Chicago

Emprise Bank, Wichita, Kansas -- report on competitive factors of the proposed merger 

with Emprise Bank, National Association, Hillsboro, and Emprise Bank, Iola.

- Submitted, November 8, 2004 

Kansas City

(AC) = Addition or Correction Delegated - Page 3 of 4
H.2 Actions under delegated authority November 7, 2004 to November 13, 2004

Competitive Factors Reports

Linn County State Bank, Coggon, Iowa -- report on competitive factors of the proposed 

merger with North Linn Corporation, Fairfield.

- Submitted, November 9, 2004 

Chicago

R-G Crown Bank, Casselberry, Florida -- report on competitive factors of the proposed 

purchase and assumption of 18 branches of SouthTrust Bank, Birmingham, Alabama.

- Submitted, November 8, 2004 

Atlanta

Extensions Of Time

Citibank, N.A., New York, New York -- extension of time for Citibank Overseas 

Investment Corporation, New Castle, Delaware, and KorAm Bank, Seoul, South Korea, 

to divest their interest in certain property acquired in settlement of debts previously 

contracted (DPC).

- Granted, November 9, 2004 

Secretary

Regions Bank, Birmingham, Alabama -- extension to December 9, 2005, to establish a 

branch at 1112 East Las Olas Boulevard, Ft. Lauderdale, Florida.

- Granted, November 9, 2004 

Atlanta

TexasBank, Fort Worth, Texas -- extension to February 9, 2005, to merge with 

Northwest National Bank of Arlington, Arlington, and to establish a branch at 610 West 

Randol Mill Road.

- Granted, November 12, 2004 

Dallas

Regulations And Policies

Short-term Interest Rates -- increase in the target for the federal funds rate from 1-3/4 

percent to 2 percent.

- Approved, November 10, 2004 

FOMC

(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, November 13, 2004

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 First Quarter of 2005

Institution Location

Connecticut Bank and Trust Company Hartford, Connecticut

Northeast Savings Bank Auburn, Maine

State Street Bank and Trust Company Boston, Massachusetts

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 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, November 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

branch in Houston, Texas.

Newspaper – N/Avail

Branch Manufacturers and Traders Trust Company, Buffalo, New York, 

to establish a full-service branch office at 200 Fifth Avenue, 

New York, New York.

Newspaper – 11/26/2004

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 First Quarter of 2005

Institution Location

Banco Popular North America 9600 West Bryn Mawr, Rosemont, IL 60018

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

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

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

circumstances.
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, November 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Orrstown Bank, Shippensburg, PA, to establish a branch 

office at 1725 Lincoln Way East, Guilford Township, PA

Newspaper – 11/24/2004

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

342410 Orrstown Bank, Shippensburg, PA 06/21/2004 10/20/2004 O 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, November 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

*Branch Fifth Third Bank, Cincinnati, OH, to establish a branch facility 

at 1619 North Main Street, North Canton, OH.

Newspaper – 11/20/2004

*Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

*4(c)(8) Park National Corporation, Newark, Ohio, to acquire First 

Clermont Bank, Milford, Ohio, pursuant to Section 4(c)(8) of 

the Bank Holding Company Act.

Newspaper – N/Avail

Fed Reg – 11/19/2004

*3(a)(1) & 4(c)(8) Peoples Community Bancorp, Inc., West Chester, OH, to 

acquire 38% of the outstanding voting shares of Columbia 

Bancorp, Inc., Cincinnati, OH, pursuant to Section 3(a)(1) of the 

Bank Holding Company Act and Peoples Community Bancorp, 

Inc., West Chester, OH, to retain 100% of the voting shares of 

Peoples Community Bank, West Chester, OH, pursuant to 

Section 4(c)(8) of the Bank Holding Company Act.

Newspaper – 12/03/2004

Fed Reg – 10/29/2004

*Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, November 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Sandy Spring Bank, Olney, Maryland, to establish a branch

at 425 East Ridgeville Boulevard, Mt. Airy, Maryland.*

Newspaper – 11/18/2004

Branch Citizens Bank and Trust Company, Blackstone, Virginia, to 

establish a branch at 497 Southpark Circle, Colonial Heights, 

Virginia.*

Newspaper – 11/19/2004

Branch MainStreet Bank, Herndon, Virginia, to provide a courier 

service to pick up noncash deposits from business customers 

at locations in the cities of Alexandria and Fairfax, Virginia, 

and in the counties of Fairfax, Loudoun, Arlington, Alexandria, 

and Prince William, Virginia.*

Newspaper – 11/30/2004

*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

25A Capital One Bank, Glen Allen, Virginia, to make an additional 

investment in Capital One Bank (Europe) plc, London, England, 

and for Capital One Bank (Europe) plc to make an investment in 

HFS Group Ltd., Macclesfield, Cheshire in the United Kingdom.

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

753324 Bank of Clarke County

2 East Main Street

Berryville, Virginia 22611

08/30/2004 11/13/2004 O X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, November 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

1900 Abbey Road, Charlottesville, Virginia, to be known as the 

Charlottesville Pantops.*

Newspaper – 11/19/2004

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

CIC DeKalb Bancshares, Inc., Fort Payne, Alabama, prior change in 

control notice filed by Mr. William Reuben Broyles, Rainsville, 

Alabama, to acquire 9.95 percent of the outstanding shares of 

common stock of DeKalb Bancshares, Inc., and its subsidiary, 

DeKalb Bank, Crossville, Alabama. Total ownership will equal 

33.95 percent.

Newspaper – 11/24/2004

Fed Reg – 11/19/2004

CIC Frontier National corporation, Sylacauga, Alabama, prior

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

L.P., Frances Skiller Reeves, Charles Monroe Reeves, all of

West Point, Georgia, and Steven deRalph Townson, Chelsea,

Alabama, to acquire 31.35 percent of the outstanding shares of

Frontier National Corporation, Sylacauga, Alabama, and its

subsidiary Frontier Bank, LaGrange, Georgia.

Newspaper – N/Avail

Fed Reg – 11/30/2004

3(a)(3) The Colonial BancGroup, Inc., Montgomery, Alabama, to

acquire 100 percent of the outstanding shares of Union Bank of 

Florida, Lauderhill, Florida.*

Newspaper – 12/09/2004

Fed Reg – 12/05/2004

3(a)(1) Great Financial Corporation, Miami Lakes, Florida, to become a 

bank holding company by acquiring 100 percent of the

outstanding shares of Great Florida Bank, Miami, Florida.*

Newspaper – 12/05/2004

Fed Reg – 12/09/2004

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

Type Application

Ending date of

comment period

4(c)(8) DBT Holding Company, Vidalia, Georgia, to own 47.5 percent 

investment in DBW Technologies, LLC, Atlanta, Georgia, and 

thereby engage de novo in data processing activities.

Fed Reg – N/Avail

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, November 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Citizens Bank, Flint, Michigan, to establish branch facilities to 

be located at 546 Pontiac Trail, Walled Lake, Michigan, and 

4983 Baldwin Road, Lake Orion, Michigan.*

Newspaper – 11/18/2004

Branch Comerica Bank, Detroit, Michigan, to establish branch facilities 

to be located at 2730 W. Maple, Commerce Township, 

Michigan, 444 S. El Camino Real, San Mateo, California, and 

800 North Haven, Ontario, California.*

Newspaper – N/Avail

Branch Iowa State Bank, Hull, Iowa, to establish a branch facility to be 

located at 209 Main Street, Sanborn, Iowa.*

Newspaper – 11/05/2004

18C Rockford Bank and Trust Company (in organization), Rockford, 

Illinois, to purchase the assets and assume the liabilities of the 

Rockford, Illinois branch of Quad City Bank and Trust 

Company, Bettendorf, Iowa.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Metropolitan Capital Bancorp, Inc., Chicago, Illinois, to become 

a bank holding company by acquiring 100 percent of the voting 

shares of Metropolitan Capital Bank (in organization), Chicago, 

Illinois.*

Fed Reg – 11/30/2004

Newspaper – 11/26/2004

3(a)(1) & 3(a)(3) Nashua Bancshares, Inc., Saint Paul, Minnesota, to become a 

bank holding company by acquiring 100 percent of First State 

Bank (in organization), Nashua, Iowa, and by FNSB Bancorp, 

Inc., Nashua, Iowa; Readlyn Bancshares, Inc., St. Paul, 

Minnesota; Britt Bancshares, Inc., St. Paul, Minnesota; Tripoli 

Bancshares, Inc., St. Paul, Minnesota, and Ashton Bancshares, 

Inc., St. Paul, Minnesota, to acquire shares of Nashua 

Bancshares, Inc., St. Paul, Minnesota, and thereby indirectly 

acquire First State Bank (in organization), Nashua, Iowa.*

Fed Reg – 11/22/2004

Newspaper – 11/20/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(3) & 3(a)(1) Peotone Bancorp, Inc., Peotone, Illinois, to acquire 74.19% of 

the voting shares (48.39% directly and 25.81% indirectly) of 

Legacy Integrity Group, Inc., Scottsdale, Arizona, and thereby 

indirectly acquire Legacy Bank (in organization), Scottsdale, 

Arizona; Founders Group, Inc., Worth, Illinois, to acquire 

12.90% of the voting shares of Legacy Integrity Group, Inc., 

Scottsdale, Arizona, and thereby indirectly acquire Legacy Bank 

(in organization), Scottsdale, Arizona; Terrapin Bancorp, Inc., 

Elizabeth, Illinois, to acquire 25.81 %of the voting shares of 

Legacy Integrity Group, Inc., Scottsdale, Arizona, and thereby 

indirectly acquire Legacy Bank (in organization), Scottsdale, 

Arizona; Rock River Bancorporation, Inc., Oregon, Illinois, to 

acquire 12.9% of the voting shares of Legacy Integrity Group, 

Inc., Scottsdale, Arizona, and thereby indirectly acquire Legacy 

Bank (in organization), Scottsdale, Arizona, and by Legacy 

Integrity Group, Inc., Scottsdale, Arizona, to become a bank 

holding company by acquiring 100% of the voting shares of 

Legacy Bank (in organization), Scottsdale, Arizona.*

Fed Reg – 12/05/2004

Newspaper – 12/06/2004

3(a)(3) QCR Holdings, Inc., Moline, Illinois, to acquire 100 percent of 

Rockford Bank and Trust Company (in organization), Rockford, 

Illinois.*

Fed Reg – 12/10/2004

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Parkway Bancorp, Inc., Harwood Heights, Illinois, proposes to 

establish a wholly owned subsidiary, Parkway Financial, Inc., 

Harwood Heights, Illinois, to acquire a 49.9 percent interest in 

Parkway Mortgage & Financial Center, LLC, Des Moines, Iowa, 

and thereby engage in residential real estate mortgage lending 

activities.

Fed Reg – 11/24/2004

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

Type Application

Membership Rockford Bank and Trust Company (in organization), Rockford, 

Illinois, to become a member of the Federal Reserve System.
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(1) Notice Wisconsin Bancshares, Inc., Kenosha, Wisconsin, to become a 

bank holding company by acquiring 100 percent of the voting 

shares of Bank of Kenosha, Kenosha, Wisconsin.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, November 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch The Callaway Bank, Fulton, Missouri, to establish a branch 

facility to be located at 302 Meadowlark Drive, Fulton, 

Missouri.*

Newspaper – 11/15/2004

Branch Arvest Bank, Fayetteville, Arkansas, to establish a branch 

facility to be located at 342 Commercial Drive, Pineville, 

Missouri.*

Newspaper – 11/18/2004

* 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

3A1 Centennial Bancshares, Inc., Little Rock, Arkansas, to become a 

bank holding company by acquiring 100 percent of Pine State 

Bancshares, Inc., Kingsland, Arkansas, and thereby indirectly 

acquire Pine State Bank, Kingsland, Arkansas.*

Newspaper – 12/08/2004

Fed Reg – 12/06/2004

3A3 Porter Bancorp, Inc., Shepherdsville, Kentucky, to acquire 100 

percent of Citizens Financial Bank, Inc., Glasgow, Kentucky.

Newspaper – N/Avail

Fed Reg – 12/13/2004

* 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 Bancshares of Camden, Inc., Camden, Tennessee, to engage in 

reinsuring credit life, accident and health insurance through the 

acquisition of 100 percent of BOC Reinsurance Company, Ltd., 

Crossville, Tennessee.

Fed Reg – 12/02/2004
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

Investment Bancshares of Camden, Inc., Camden, Tennessee, to establish 

BOC Reinsurance Company, Ltd., Turks and Caicos Islands, 

British West Indies, as a subsidiary pursuant to Section 211.9(g) 

of Regulation K.

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, November 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) & Branch Dacotah Bank, Aberdeen, South Dakota, to merge with Dacotah 

Bank, Rolla, North Dakota, and Dacotah Bank, Valley City, 

North Dakota, and thereby establish 7 branches.*

Newspaper – N/Avail

18(c) & Branch Peoples State Bank of Plainview, Plainview, Minnesota, to 

merge with Red Cedar Bank, National Association, Boyceville, 

Wisconsin, and thereby establish branches at 715 Highway 79, 

Boyceville, Wisconsin, and 1428 North Broadway, Menomonie, 

Wisconsin.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Dolphin Family Limited Partnership, Blaine, Minnesota, to 

become a bank holding company by acquiring 13.55 percent of 

the voting shares of Crosstown Holding Company, Blaine,

Minnesota, parent of 21st Century Bank, Loretto, Minnesota. 

Dolphin Family Management Co., Blaine, Minnesota, to becomea 

bank holding company by acquiring indirect control of 13.55 

percent of the voting shares of Crosstown Holding Company, 

Blaine, Minnesota, parent of 21st Century Bank, Loretto, 

Minnesota, as general partner of Dolphin Family Limited 

Partnership, Blaine, Minnesota.*

Fed Reg – 12/13/2004

Newspaper – N/Avail

CIC Notice by Lyndon L. Krause, Winnebago, Minnesota, and David 

D. Krause, Winnebago, Minnesota, to gain control of Krause 

Financial, Inc., Winnebago, Minnesota, and thereby indirectly 

gain control of First National Bank in Winnebago, Winnebago, 

Minnesota.

Fed Reg – 11/24/2004

Newspaper – N/Avail

CIC Notice by Todd L. Johnson, Hillary K. Johnson, and Matthew S. 

Johnson, all of Duluth, Minnesota, to gain control of NATCOM

Bancshares, Inc., Superior, Wisconsin, and thereby indirectly 

gain control of National Bank of Commerce, Superior, 

Wisconsin.

Fed Reg – 11/29/2004

Newspaper – 11/29/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Notice by Joel D. Neisen, Burnsville, Minnesota,Jeffery A. 

Neisen, Vadnais Heights, Minnesota, Timothy J. Neisen, 

Ormsby, Minnesota, Mary K. Laxen, Shakopee, Minnesota, and 

Brian J. Neisen, Sugarland, Texas, to gain control of Ormsby 

Bancshares, Inc., Ormsby, Minnesota, and thereby indirectly 

acquire Ormsby State Bank, Ormsby, Minnesota.

Fed Reg – N/Avail

Newspaper – 11/29/2004

CIC Notice by Craig K. Potts, Henderson, Nevada, to gain control of 

Security State Agency of Aitkin, Inc., Aitkin, Minnesota, and 

thereby indirectly gain control of Security State Bank of Aitkin,

Aitkin, Minnesota.

Fed Reg – 11/24/2004

Newspaper – 11/23/2004

3(a)(1) & 4(c)(8) Western Transaction Corporation, Duluth, Minnesota, to become 

a bank holding company by acquiring 100% of Western 

National Bank, Duluth, Minnesota; and 100% of Cass Lake

Company, Duluth, Minnesota, and thereby indirectly acquiring 

The First National Bank of Cass Lake, Cass Lake, Minnesota. 

Applicant also proposes to acquire 100% of Premier Credit

Corporation, Duluth, Minnesota, an industrialloan company, 

and, through Cass Lake Company, Duluth, Minnesota, to engage 

in insurance agency activities in a town with a population not 

exceeding 5,000.*

Fed Reg – 12/09/2004

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for 1

st Quarter of January 1, 2005 – March 31, 2005

Institution Location

The State Bank of Ewen Ewen, Michigan

First Interstate Bank Billings, Montana

First State Bank of Warner Warner, South Dakota

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. 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. Written comments regarding the CRA performance of these institutions should be 

directed to Mr. James A. Colwell at the Federal Reserve Bank of Minneapolis, Division of Supervision, 

Regulation, and Credit, P. O. Box 291, Minneapolis, Minnesota 55480-0291.
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, November13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Notification by Willard L. Frickey, Las Vegas, Nevada, to 

acquire control of Hanston Insurance Agency, Inc., parent of 

Hanston State Bank, both of Hanston, Kansas.

Newspaper – 09/14/2004

Fed Reg – 09/21/2004

CIC Notification by Embry W. Williams, Jr., Amarillo, Texas, to 

acquire control of Union Bancshares, Inc., Clayton, New 

Mexico, parent of First National Bank of New Mexico, Clayton, 

New Mexico.

Newspaper – N/Avail

Fed Reg – N/Avail

CIC Notification by Walter David Scott, Amy Scott, and Sandra 

Parker, all of Omaha, Nebraska; and Karen Dixon, Leawood, 

Kansas, to acquire control of DB Holding Company, Inc., parent 

of Omaha State Bank, both in Omaha, Nebraska.

Newspaper – 11/25/2004

Fed Reg – 11/29/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

4(c)(8) SSB Management LLC , Wilber, Nebraska, to engage indirectly 

in insurance activities through the acquisition of 100 percent of 

the voting shares of Hickman Agency, LLC, Hickman, 

Nebraska.

4(c)(8) First National Johnson Bancshares, Inc., Johnson, Nebraska, to 

engage indirectly in insurance activities through the acquisition 

of 100 percent of the voting shares of Hickman Agency, LLC, 

Hickman, Nebraska.

4(c)(8) Wilber Co., Wilber, Nebraska, to engage in insurance activities 

through the acquisition of 100 percent of the voting shares of 

Hickman Agency, LLC, Hickman, Nebraska.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, November 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(5) IB Bancshares, Inc., McKinney, TX, and VB Bancshares, Inc., 

New Castle, DE, to acquire First Celina Corporation, Celina, 

TX, and The First State Bank, Celina, TX*

Fed Reg – 11/26/2004

Newspaper – 11/27/2004

*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

844567 Pointbank

200 South Highway 377

Pilot Point, Texas 76258-9264

07/12/2004 11/13/2004 S X

Section VI – CRA examinations scheduled for First Quarter of 2005

Institution Location

Colorado Valley Bank

935858

143 North Main

La Grange, Texas 78945-2616

Crowell State Bank

701857

100 East Commerce

Crowell, Texas 79227-0848

First State Bank

367552

1025 Main

Matador, Texas 79244

Texas Coastal Bank

783965

6731 Spencer Highway

Pasadena, Texas 77505-1755

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 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, November 13, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18C & Branch Westamerica Bank, San Rafael, California, to merge with 

National Bank of the Redwoods, Santa Rosa, California, and 

thereby acquire six additional branch offices of National Bank of 

the Redwoods.* 

Newspaper – 12/01/2004

* 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

868376 Barnes Banking Company

33 South Main Street

Kaysville, Utah 84037

(801) 544-3424

07/19/2004 11/08/2004 S X

Section VI – CRA examinations scheduled for 1st Quarter of 2005

Institution Location

Business Bank of Nevada Las Vegas, NV

County Bank Merced, CA

North Valley Bank Redding, CA

Pacific Mercantile Bank Costa Mesa, CA

Placer Sierra Bank Auburn, CA

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.