Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 27

Week Ending July 5, 2003

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions June 29, 2003 to July 5, 2003

Bank Holding Companies

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

Scotland, and RBSG International Holdings Ltd; and Citizens Financial Group, Inc., 

Providence, Rhode Island -- to acquire Port Financial Corp., Brighton, Massachusetts, 

and its subsidiary, Cambridgeport Bank, Cambridge; and acquire Port Financial Corp.'s 

investment in Cambridge Bancorp and its subsidiary, Cambridge Trust Company.

- Approved, June 30, 2003 

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

Scotland, and RBSG International Holdings Ltd; and Citizens Financial Group, Inc., 

Providence, Rhode Island -- commenter's request to extend the comment period on the 

applications to acquire Port Financial Corp., Brighton, Massachusetts, and its subsidiary, 

Cambridgeport Bank, Cambridge; and acquire Port Financial Corp.'s investment in 

Cambridge Bancorp and its subsidiary, Cambridge Trust Company.

- Denied, July 2, 2003 

(AC) = Addition or Correction Board - Page 1 of 1
June 29, 2003 to July 5, 2003

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

Colonial Bank, Montgomery, Alabama -- to establish a branch at 1691 Michigan 

Avenue, Miami Beach, Florida.

- Approved, July 3, 2003 

Atlanta

Community Banks of Colorado, Greenwood Village, Colorado -- to establish a branch at 

277 Broadway, Suite C, Denver.

- Withdrawn, July 3, 2003 

Kansas City

First Community Bank of Central Alabama, Wetumpka, Alabama -- to establish a branch 

at 1875 Kowaliga Road, Eclectic.

- Approved, July 3, 2003 

Atlanta

Manufacturers and Traders Trust Company, Buffalo, New York -- to establish a fullservice branch at 830 Eighth Avenue, New York, and a limited branch at 111 Court 

Street, Watertown.

- Approved, July 3, 2003 

New York

Pulaski Bank and Trust Company, Little Rock, Arkansas -- to establish a branch at 4415 

East McCain, North Little Rock.

- Approved, July 2, 2003 

St. Louis

Bank Holding Companies

Allied Equity Holding Corporation, Denver, Colorado -- to become a bank holding 

company through the acquisition of Western Dakota Holding Company, Timber Lake, 

South Dakota.

- Returned, June 30, 2003 

Minneapolis

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

Bank Holding Companies

The Bank Holdings, Reno, Nevada -- to become a bank holding company through the 

acquisition of Nevada Security Bank.

- Approved, July 1, 2003 

San Francisco

Columbia Bancorp, Inc., Cincinnati, Ohio -- to become a bank holding company through 

the acquisition of Columbia Savings Bank.

- Approved, June 30, 2003 

Cleveland

Continental Bancorporation, Salt Lake City, Utah -- to become a bank holding company 

through the acquisition of Continental Bank, a de novo bank.

- Approved, July 3, 2003 

San Francisco

Integrity Bancshares, Inc., Alpharetta, Georgia -- commitment waiver request.

- Returned, July 1, 2003 

Atlanta

Midwest Banc Holdings, Inc., Melrose Park, Illinois -- to acquire CoVest Bancshares, 

Inc., Des Plaines, and thereby acquire CoVest Banc, National Association, and for 

Midwest Banc Holdings' subsidiary, Midwest Bank and Trust Company, Elmwood Park, 

to merge with CoVest Bancshares' subsidiary, CoVest Banc, National Association and 

thereby establish branches at 749 Lee Street, Des Plaines; 2601 West Schaumburg, 

Schaumburg; and 770 West Dundee Road, Arlington Heights.

- Withdrawn, July 3, 2003 

Chicago

Weed Investment Group, Inc., Cheyenne Wells, Colorado -- to become a bank holding 

company through the acquisition of Eastern Colorado Bank.

- Approved, July 1, 2003 

Kansas City

(AC) = Addition or Correction Delegated - Page 2 of 5
H.2 Actions under delegated authority June 29, 2003 to July 5, 2003

Change In Bank Control

Consolidated Bank and Trust Company, Richmond, Virginia -- change in bank control.

- Permitted, July 1, 2003 

Richmond

Financial Services of St. Croix Falls, Inc., St. Croix Falls, Wisconsin -- change in bank 

control.

- Permitted, July 1, 2003 

Minneapolis

First Security Bankshares, Inc., Lavonia, Georgia -- to retain control of First Security 

Bankshares, Inc. and its subsidiary, Northeast Georgia Bank.

- Permitted, June 30, 2003 

Atlanta

Great Plains Bancshares, Inc., Hollis, Oklahoma -- to retain control of Great Plains 

Bancshares, Inc. and its subsidiary, Great Plains National Bank, Elk City.

- Permitted, July 1, 2003 

Kansas City

Logan Bancorporation, Inc., Logan, Iowa -- change in bank control.

- Permitted, June 30, 2003 

Chicago

Competitive Factors Reports

American Express Personal Trust Services, FSB, Minneapolis, Minnesota -- report on 

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

deposit liabilities of American Express Centurion Bank, Salt Lake City, Utah.

- Submitted, July 3, 2003 

San Francisco

Community Bank and Trust, SSB, Beaumont, Texas -- report on competitive factors of 

the proposed merger with Community Interim Bank & Trust, SSB, Tyler, and of the 

proposed merger of Community Interim Bank & Trust with Secured Trust Bank.

- Submitted, July 3, 2003 

Dallas

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

Competitive Factors Reports

Community Bank, National Association, Canton, New York -- report on competitive 

factors of the proposed acquisition of Ogdensburg Federal Savings and Loan 

Association, Ogdensburg.

- Submitted, July 2, 2003 

New York

Firstier Bank, Louisville, Colorado -- report on competitive factors of the proposed 

acquisition of certain assets and assumption of certain liabilities of Enterprise Bank, 

Omaha, Nebraska.

- Submitted, July 2, 2003 

Kansas City

Independence Bank, New Albany, Indiana -- report on competitive factors of the 

proposed merger with I-Bank, Louisville, Kentucky, a de novo bank.

- Submitted, June 30, 2003 

St. Louis

Nara Bank, National Association, Los Angeles, California -- report on competitive 

factors of the proposed merger with Asiana Bank, Sunnyvale.

- Submitted, July 2, 2003 

San Francisco

Nara Merger Sub, Inc., Los Angeles, California -- report on competitive factors of the 

proposed merger with Asiana Bank, Sunnyvale.

- Submitted, July 3, 2003 

San Francisco

Secured Trust Bank, Tyler, Texas -- report on competitive factors of the proposed 

merger with Community Bank & Trust, SSB.

- Submitted, July 1, 2003 

Dallas

Trustmark National Bank, Jackson, Mississippi -- report on competitive factors of the 

proposed purchase of assets and assumption of liabilities of seven branches of The Bank, 

Birmingham, Alabama.

- Submitted, July 2, 2003 

Atlanta

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

Extensions Of Time

Citibank, N.A., New York, New York -- extensions of time for its subsidiaries, 

CitiCapital Ltd., Bangkok, Thailand, and Saudi American Bank, Riyadh, Saudi Arabia, to 

divest their interests in certain properties.

- Granted, July 2, 2003 

Secretary

Membership

The Redwood National Bank, Watertown, New York -- to become a member of the 

Federal Reserve System on conversion from a national to a state bank.

- Approved, June 30, 2003 

New York

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

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, July 5, 2003

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) Beverly Financial MHC, Beverly, Massachusetts – application 

to become a mutual holding company through the acquisition of 

100% of the voting shares of Beverly Co-operative Bank, 

Beverly, Massachusetts

Newspaper – 08/01/2003

Fed Reg – 07/28/2003

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, July 5, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Manuracturers and Traders Trust Company, buffalo, New York, 

to establish a seasonal-use limited branch office at St. John 

Fisher College, 3690 East Avenue, Rochester, New York.

Newspaper – 07/12/2003

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

Type Application

Ending date of

comment period

3A5 Lakeland Bancorp, Oak Ridge, New Jersey to merge with CSB 

Financial, Teaneck, New Jersey.

Newspaper – 07/16/2003

Fed. Reg. – 07/31/2003

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

3A1 Country Bank Holding Company, Inc., New York, New York, to 

become a one-bank holding company with respect to Country 

Bank, New York, New York.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, July 5, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, July 5, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) KeyCorp, a financial holding company, Cleveland, Ohio, 

requests approval to retain its current investments in and expand 

community development investments up to 15 percent of its total 

consolidated capital stock and surplus, pursuant to section 

4(c)(8) of the Bank Holding Company Act, under the 

"Procedures for non banking proposals" as described in section 

225.24 of Regulation Y.

Fed Reg - 07/15/2003

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

90627 Chippewa Valley Bank

20 South Main Street

Rittman, Ohio 44270

04/07/2003 07/02/2003 O X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, July 5, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Bank of Clarke County, Berryville, Virginia, to establish a 

branch at 1879 Berryville Pike, Winchester, Virginia.*

Newspaper – 07/17/2003

*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) The South Financial Group, Inc., Greenville, South Carolina, to 

acquire 9.9% of the voting securities of Florida Banks, Inc., 

Jacksonville, Florida.*

Fed Reg – 08/04/2003 

Newspaper – 07/27/2003

3(a)(5) The South Financial Group, Inc., Greenville, South Carolina,to 

acquire MountainBank Financial Corporation, Hendersonville, 

North Carolina.*

Fed Reg – 08/04/2003 

Newspaper – 07/27/2003

*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

3(a)(1) Old Line Bancshares, Inc., Waldorf, Maryland, to become a 

bank holding company through the acquisition of 100% of the 

voting shares of Old Line Bank, Waldorf, Maryland.
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

3101775 Peoples Bank of Virginia

2702 Parham Road

Richmond, Virginia 23294

04/14/2003 06/30/2003 S X

2303086 Valley Bank

36 Church Avenue, SW

Roanoke, Virginia 24011

04/14/2003 06/30/2003 S X

1193543 Virginia Heartland Bank

4700 Harrison Road

Fredericksburg, Virginia 22408

03/31/2003 07/02/2003 S 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, July 5, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

located at 3150 48th Street, Suite 175, Phoenix, Arizona, to be 

known as the Phoenix-One Compass Center Branch.*

Newspaper-07/8/2003

*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)(3) Liberty Shares, Inc., Hinesville, Georgia, to acquire 100 percent 

of the outstanding shares of Cumberland National Bank, St. 

Marys, Georgia.*

Newspaper-08/08/2003

Fed Reg-N/Avail

*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

COM Appalachian Bancshares, Inc., Ellijay, Georgia, commitment 

waiver request.
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, July 5, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Baylake Bank, Sturgeon Bay, Wisconsin, to establish a branch 

facility to be located at 1450 Scheuring Road, De Pere, 

Wisconsin.*

Newspaper – 06/30/2003

Branch First Bank & Trust, Evanston, Illinois, to establish a branch 

facility to be located at 824 Emerson Street, Evanston, Illinois.*

Newspaper – 07/14/2003

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

CIC Notice by John J. Reilly, Glencoe, Illinois, to purchase 169,642 

shares or 23.56 percent voting control of Hawthorn Corporation, 

Mundelein, Illinois, and thereby indirectly acquire Hawthorn 

Bank, Mundelein, Illinois.

Fed Reg – 06/05/2003

Newspaper – N/Avail

3(a)(3) Heartland Financial USA, Inc., Dubuque, Iowa, to acquire 80 

percent of Arizona Bank & Trust (in organization), Mesa, 

Arizona.*

Fed Reg – 07/28/2003

Newspaper – N/Avail

3(a)(1) Kankakee Bancorp, Inc., Kankakee, Illinois, to become a bank 

holding company by merging with Aviston Financial 

Corporation, Aviston, Illinois, and thereby indirectly acquiring 

100 percent of the voting shares of State Bank of Aviston, 

Aviston, Illinois; to retain control of KFS Bank, F.S.B., 

Kankakee, Illinois, and thereby operate a savings association; to 

engage in real estate appraisal services through KFS Service 

Corp., Kankakee, Illinois, a wholly-owned subsidiary of KFS 

Bank F.S. B., Kankakee, Illinois, and to engage in securities 

brokerage activities through KFS Insurance Agency, Inc., 

Kankakee, Illinois, a wholly-owned subsidiary of KFS Service 

Corp., Kankakee, Illinois, which is a wholly-owned subsidiary 

of KFS Bank, F.S.B., Kankakee, Illinois.*

Fed Reg – 07/12/2003

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

Type Application

Ending date of

comment period

CIC Notice by Scott and Nancy Taylor, Estherville, Iowa, to acquire 

an additional 42,500 shares of NorthStar Bancshares, Inc., 

Estherville, Iowa, and thereby increase their ownership from 

2.51% to 15.44%.

Fed Reg – 07/21/2003

Newspaper – N/Avail

CIC Notice by David A. Bochnowski, to acquire up to 10.73 percent 

of the voting shares of NorthWest Indiana Bancorp, Munster, 

Indiana, and thereby indirectly control Peoples Bank SB, 

Munster, Indiana.

Fed Reg – 07/15/2003

Newspaper – 07/14/2003

CIC Notice by Boulevard Financial, LP (proposed family limited 

partnership), to gain control of more than 25 percent of the 

outstanding shares of TNB Bancorp, Inc., Tuscola, Illinois, and 

thereby indirectly acquire Tuscola National Bank, Tuscola, 

Illinois.

Fed Reg – 06/30/2003

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

2333298 First Bank and Trust

820 Church Street

Evanston, Illinois 60201

(847) 733-7400

03/24/2003 06/30/2003 S X

269049 City State Bank

217 W. Mulberry Street

Ogden, Iowa 50212

(515) 275 – 2420

02/24/2003 07/01/2003 S 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, July 5, 2003

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

3A1 Cornerstone Bancshares, Inc., Lebanon, Missouri, to become a 

bank holding company by acquiring 100 percent of Heritage 

Bank of the Ozarks, Lebanon, Missouri (in formation).*

Newspaper – 07/30/2003

Fed Reg – 08/02/2003

3A1 Peoples Bancshares Corp., Boonville, Indiana, to become a bank 

holding company by acquiring 100 percent of Peoples Trust & 

Savings Bank, Boonville, Indiana.*

Newspaper – 08/02/2003

Fed Reg – 08/02/2003 

3A3 Mercantile Bancorp, Inc., Quincy, Illinois, to acquire up to 48.73 

percent of Mid-America Bancorp, Inc., Leawood, Kansas, and 

thereby indirectly acquire Heartland Bank, Leawood, Kansas.*

Newspaper – 07/30/2003

Fed Reg – 08/02/2003

CIC Notice by Suzanne M. Rhea, Somerville, Tennessee, to become 

a member of the Rhea family control group, which currently 

consists of Reuben S. Rhea, Sr., Reuben S. Rhea, Jr., and the 

Whitney Burnette Rhea Husband's Trust, through the acquisition 

of 2.1 percent of the outstanding voting shares of Moscow 

Bancshares, Inc., Moscow, Tennessee. The control group's 

ownership of 24.55 percent will remain unchanged.

Newspaper – 07/25/2003

Fed Reg – 07/25/2003

* 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 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, July 5, 2003

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 Retroactive Change in control notice by the Gary M. McKellips 

Revocable Trust and the Debra K. McKellips Revocable Trust, 

to retain control of First State Banking Corp., Alcester, South 

Dakota, and thereby indirectly retain control of State Bank of 

Alcester, Alcester, South Dakota.

Fed Reg – 07/21/2003

Newspaper – N/Avail

CIC Retroactive Change in control notice by Lynn Martin Hoghaug, 

Devils Lake, North Dakota, to retain control of Ramsey 

Financial Corporation, Devils Lake, North Dakota, and thereby 

indirectly retain control of The Ramsey National Bank and Trust 

Company of Devils Lake, Devils Lake, North Dakota.

Fed Reg – 07/21/2003

Newspaper – 07/17/2003

3(a)(1) Tomah Bancshares, Inc., Tomah, Wisconsin, to become a bank 

holding company by acquiring 100 percent of Wabeno 

Bancorporation, Inc., Venice, Florida which owns 98.7 percent 

of Timberwood Bank, Wabeno, Wisconsin.*

Fed Reg – 08/02/2003

Newspaper – 08/03/2003

*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

Investment South Dakota Bancshares, Inc., Pierre, South Dakota, to 

establish SDBS Reinsurance Limited, Turks and Caicos Islands, 

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

687250 Lake County Bank, St. Ignatius, 

Montana

03/17/2003 07/01/2003 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, July 5, 2003

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) Hume Bancshares Acquisition Corp., St. Louis, Missouri, to 

become a bank holding company through the acquisition of 100 

percent of the voting shares of Hume Bancshares, Inc., Hume, 

Missouri, parent of Hume Bank, Hume, Missouri.

Newspaper - 08/03/2003

Fed Reg - 07/25/2003

3(a)(1) Coffeyville Bancorp, Inc., Coffeyville, Kansas, to become a 

bank holding company through the acquisition of 100 percent of 

the voting shares of CSB Bancorp, Inc., Coffeyville, Kansas, 

parent of Community State Bank, Coffeyville, Kansas.

Newspaper - 07/31/2003 

Fed Reg - 08/02/2003

3(a)(1) BankVest, Inc., Denver, Colorado, to become a bank holding 

company through the acquisition of 76.5 percent of the voting 

shares of BW Holdings, Inc., Castle Rock, Colorado, parent of 

BankWest, Castle Rock, Colorado.

Newspaper - 07/03/2003 

Fed Reg - 07/03/2003

3(a)(3) Lauritzen Corporation, Omaha Nebraska, to acquire up to 28 

percent of the voting shares of First National of Nebraska, Inc., 

Omaha, Nebraska, parent of First National Bank of Omaha, 

Omaha, Nebraska; First National Bank & Trust Company of 

Columbus, Columbus, Nebraska; First National Bank, North 

Platte, Nebraska; First National Bank South Dakota, Yankton, 

South Dakota; Platte Valley State Bank & Trust Company, 

Kearney, Nebraska; Fremont National Bank & Trust Company, 

Fremont, Nebraska; First National Bank of Kansas, Overland 

Park, Kansas; First National of Colorado, Inc., Fort Collins, 

Colorado; First National Bank, Fort Collins, Colorado; First 

National Bank of Colorado, Boulder, Colorado; Union Colony 

Bank, Greeley, Colorado; First National of Illinois, Omaha, 

Nebraska; and Castle Bank N.A., Dekalb, Illinois.

Newspaper - 08/04/2003

Fed Reg - 08/02/2003
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Notice by Sandra Kathleen Morris, Tulsa, Oklahoma, to acquire 

control of Green Country Bancorporation, Inc., Ketchum, 

Oklahoma, parent of The First State Bank, Ketchum, Oklahoma.

Newspaper - N/Available

Fed Reg - 07/25/2003

CIC Notice by the 2003 Voting Trust Agreement and its trustees: 

Forest Levan Kelly, Oliver Tracy Kelly, and Albert Charles 

Kelly of Bristow, Oklahoma; William Royce Kelly, Tulsa, 

Oklahoma; and Allison Asbury Kelly, Okemah, Oklahoma to 

acquire control of Spirit Bankcorp, Inc., Bristow, Oklahoma, 

parent of SpiritBank, Tulsa, Oklahoma.

Newspaper - N/Available

Fed Reg - 06/23/2003

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

261557 Territory Bank

3300 W. Broadway

Muskogee, Oklahoma 74401

04/14/2003 06/30/2003 S X

738255 Ravenna Bank

423 Grand Avenue

Ravenna, Nebraska 68869-1323

04/07/2003 07/03/2003 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, July 5, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18C Tradition Bank, Houston, TX, to acquire First National Bank of 

Bellaire, Houston, TX*

Newspaper - N/Avail

Branch Tradition Bank, Houston, TX, to establish a branch at 5501 

Bissonnet, Houston, TX, 77081*

Newspaper - N/Avail

Branch PNB Financial Bank, Lubbock, TX, to establish a branch at

6000 Western Place Fort Worth, TX 76107*

Newspaper - 07/10/2003

* 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) Tradition Bancshares, Inc., Houston, TX, and Tradition 

Bancshares of Delaware, Inc., Wilmington, DE, to acquire 

Tradition Bank, Houston, TX, and First National Bank of 

Bellaire, Houston, TX*

Fed Reg – N/Avail

Newspaper – 07/24/2003

* 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 Fede ral 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

495857 Memphis State Bank

621 Noel

Memphis, Texas 79245

03/24/2003 07/07/2003 S X

552657 First Bank & Trust Company

109 North Main Street

Dawson, Texas 76639

03/10/2003 07/07/2003 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, July 5, 2003

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) Cathay Bancorp, Inc., Los Angeles, California, to merge with 

GBC Bancorp, Los Angeles, California, and thereby indirectly 

acquire its wholly-owned subsidiary, General Bank, Los 

Angeles, California.*

Newspaper – N/Avail 

Fed Reg – 08/07/2003

CIC Notice by Kurt S. and Judith Moylan, Barrigada Heights, Guam, 

to increase their ownership in Citizens Bancorp, Agana, Guam.*

Newspaper – 07/15/2003

Fed Reg – 07/21/2003

CIC Notice by Robert Lee McKean, North Plains, Oregon, to 

increase his ownership in Albina Community Bancorp, Portland, 

Oregon.*

Newspaper – N/Avail 

Fed Reg – 07/17/2003

* 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

Other County Bank, Merced, California, to engage in community 

development activities by investing up to 10 percent of its 

capital stock and surplus in affordable housing income tax credit 

investments.

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