Federal Reserve Release 

H.2 

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received 

No. 49 

Week Ending December 8, 2001 

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions December 2, 2001 to December 8, 2001 

Bank Holding Companies 

BNP Paribas, Paris, France -- to acquire shares of BancWest Corporation, Honolulu, 

Hawaii; and election by BancWest Corporation to become a financial holding 

company. 

- Approved, December 4, 2001 

UFJ Holdings, Inc., Osaka, Japan -- waiver of application to merge its two subsidiary 

banks, The Sanwa Bank, Limited, Osaka, and The Tokai Bank, Limited, Nagoya, in 

connection with a corporate reorganization. 

- Granted, December 7, 2001 

Regulations And Policies 

Policy Statement on Payments System Risk -- revisions to provide additional 

daylight overdraft capacity and to implement certain other modifications [Docket 

Nos. R-1107-1110]. 

- Approved, December 7, 2001 

Review of Regulations Affecting Online Delivery of Financial Products and 

Services -- interagency report to Congress. 

- Authorized, November 8, 2001 (AC) 

(AC) = Addition or Correction Board - Page 1 of 1 
H.2 Actions under delegated authority December 2, 2001 to December 8, 2001 

BS&R 

C&CA 

FOMC 

Banking Supervision and Regulation 

Consumer and Community Affairs 

Federal Open Market Committee 

RBOPS 

IF 

OSDM 

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

Bank Branches, Domestic 

New York 

The Chase Manhattan Bank, New York, New York -- to establish a branch on the 

premises of a Superfood/Drug Store at 500 Canyon Ridge Drive, Austin, Texas. 

- Approved, December 6, 2001 

Richmond 

EagleBank, Bethesda, Maryland -- to establish a branch at 9600 Blackwell Road, 

Rockville. 

- Approved, December 5, 2001 

St. Louis 

First Bank, St. Louis, Missouri -- to establish a branch at 8450 Eager Road. 

- Approved, December 4, 2001 

San Francisco 

Mid Valley Bank, Red Bluff, California -- to establish a branch at 1834 Mangrove 

Avenue, Chico. 

- Approved, December 4, 2001 

Richmond 

Sandy Spring Bank, Olney, Maryland -- to establish a branch at 14 West Patrick Street, 

Frederick. 

- Approved, December 5, 2001 

Bank Holding Companies 

Kansas City 

Central Financial Corporation, Hutchinson, Kansas -- waiver of application for the 

acquisition of Admire Bank, Emporia, by Central Financial's subsidiary, NorthStar Bank, 

N.A., Kansas City, Missouri. 

- Granted, December 4, 2001 

(AC) = Addition or Correction Delegated - Page 1 of 7 
H.2 Actions under delegated authority December 2, 2001 to December 8, 2001 

Bank Holding Companies 

Chicago 

Firstate Bancorp, Inc., Mason City, Illinois -- to become a bank holding company 

through the acquisition of 1st State Bank of Mason City. 

- Approved, December 7, 2001 

Kansas City 

FlatIrons Bank Holding Company, Loveland, Colorado -- to become a bank holding 

company through the acquisition of FlatIrons Bank, Boulder, a de novo bank. 

- Approved, December 7, 2001 

Chicago 

Malvern Bancshares, Inc., Malvern, Iowa -- to become a bank holding company through 

the acquisition of Malvern Trust & Savings Bank. 

- Approved, December 6, 2001 

Dallas 

McLaughlin Bancshares, Inc., Ralls, Texas, and McLaughlin Delaware Bancshares, Inc., 

Dover, Delaware -- to acquire First Hale Center, Inc., Hale Center, Texas, and First 

National Bank West Texas, Plainview; and for McLaughlin Bancshares' subsidiary, 

Security Bank, Ralls, to merge with First National Bank West Texas and thereby 

establish branches in Plainview and Hale Center. 

- Approved, December 3, 2001 

Minneapolis 

Mesaba Bancshares, Inc., Grand Rapids, Minnesota -- to acquire Bovey Financial 

Corporation, Bovey. 

- Approved, December 3, 2001 

Dallas 

Northwest Bancshares, Inc., Roanoke, Texas, and Northwest Delaware, Inc., 

Wilmington, Delaware -- for Northwest Delaware, Inc. to become a bank holding 

company through the acquisition of Northwest Bank, Roanoke, Texas; and for Northwest 

Bancshares, Inc. to become a bank holding company through the acquisition of both 

institutions. 

- Approved, December 5, 2001 

(AC) = Addition or Correction Delegated - Page 2 of 7 
H.2 Actions under delegated authority December 2, 2001 to December 8, 2001 

Bank Holding Companies 

Kansas City 

Plainville Bancshares, Inc., Plainville, Kansas -- to acquire Farmers Bancshares, Inc., 

Lincoln. 

- Approved, December 5, 2001 

Atlanta 

Riverside Central Florida Banking Company, Winter Park, Florida -- to become a bank 

holding company through the acquisition of Riverside Bank of Central Florida, a de novo 

bank; and for Riverside Bank of Central Florida to become a member of the Federal 

Reserve System. 

- Approved, December 7, 2001 

Richmond 

Tri-County Bancorp, Inc., West Union, West Virginia -- to become a bank holding 

company through the acquisition of West Union Bank. 

- Approved, December 4, 2001 

Atlanta 

Unity Holdings, Inc., Cartersville, Georgia -- commitment waiver request. 

- Withdrawn, December 5, 2001 

Kansas City 

West Point Bancorp, Inc., West Point, Nebraska -- to acquire Town & Country Bank, 

Las Vegas, Nevada, a de novo bank. 

- Approved, December 7, 2001 

Bank Mergers 

Chicago 

Commercial Trust & Savings Bank, Storm Lake, Iowa -- to merge with Central Trust 

and Savings Bank, Cherokee, and thereby establish branches in Cherokee, Quimby, and 

Washta. 

- Approved, November 30, 2001 (AC) 

(AC) = Addition or Correction Delegated - Page 3 of 7 
H.2 Actions under delegated authority December 2, 2001 to December 8, 2001 

Bank Mergers 

Cleveland 

Community First Bank and Trust, Celina, Ohio -- to purchase certain assets and assume 

certain liabilities of two Fort Wayne, Indiana, branches of Shelby County Bank, 

Shelbyville, and thereby establish branches. 

- Approved, December 6, 2001 

Atlanta 

Florida Keys Bank, Marathon, Florida -- to merge with Gulf Coast National Bank, 

Naples, and to become a member of the Federal Reserve System. 

- Approved, December 7, 2001 

Capital Stock 

Director, BS&R 

CLS Bank International, New York, New York -- to amend its articles of association to 

increase the authorized shares of capital stock. 

- Approved, December 7, 2001 

Competitive Factors Reports 

Chicago 

1st State Bank of Mason City, Mason City, Illinois -- report on competitive factors of the 

proposed merger with Mason City State Bank. 

- Submitted, December 7, 2001 

Kansas City 

American Bank & Trust, Edmond, Oklahoma -- report on competitive factors of the 

proposed merger with Farmers Bank, Ault, Colorado. 

- Submitted, December 3, 2001 

Minneapolis 

American Bank of the North, Grand Rapids, Minnesota -- report on competitive factors 

of the proposed merger with The First National Bank of Bovey, Bovey. 

- Submitted, December 3, 2001 

(AC) = Addition or Correction Delegated - Page 4 of 7 
H.2 Actions under delegated authority December 2, 2001 to December 8, 2001 

Competitive Factors Reports 

Atlanta 

Atlantic Coast Federal, Waycross, Georgia -- report on competitive factors of the 

proposed assumption of deposit liabilities of the Gordon Bank branch at 930 University 

Boulevard, Jacksonville, Florida. 

- Submitted, December 4, 2001 

Kansas City 

Bank of Santa Fe, Santa Fe, New Mexico -- report on competitive factors of the 

proposed merger with New Bank of Santa Fe, N.A. 

- Submitted, December 3, 2001 

San Francisco 

Central Texas Bank, Flatonia, Texas -- report on competitive factors of the proposed 

merger with United National Bank, San Marino, California. 

- Submitted, December 4, 2001 

San Francisco 

Boston 

Atlanta 

Citibank FSB, San Francisco, California -- report on competitive factors of the proposed 

purchase of assets and assumption of liabilities of Citibank International, Fort Lauderdale, 

Florida, and Citibank, N.A., New York, New York. 

- Submitted, December 4, 2001 

First Federal Savings Bank of America, Swansea, Massachusetts -- report on 

competitive factors of the proposed merger with People's Savings Bank of Brockton, 

South Easton. 

- Submitted, December 5, 2001 

First National Bank of Florida, Naples, Florida -- report on competitive factors of the 

proposed merger with Bank of Central Florida, Orlando. 

- Submitted, December 5, 2001 

Chicago 

Greensfork Township State Bank, Spartanburg, Indiana -- report on competitive factors 

of the proposed merger with Greensfork Merger Bank. 

- Submitted, December 7, 2001 

(AC) = Addition or Correction Delegated - Page 5 of 7 
H.2 Actions under delegated authority December 2, 2001 to December 8, 2001 

Competitive Factors Reports 

San Francisco 

Imperial Capital Bank, Encino, California -- report on competitive factors of the 

proposed purchase of certain assets and assumption of certain liabilities of Asahi Bank of 

California, Los Angeles. 

- Submitted, December 5, 2001 

Chicago 

Liberty Trust & Savings Bank, Durant, Iowa -- report on competitive factors of the 

proposed merger with Bennett State Bank, Bennett. 

- Submitted, December 7, 2001 

Atlanta 

Old Florida Bank, Fort Myers, Florida -- report on competitive factors of the proposed 

purchase of certain assets and assumption of certain deposit liabilities of a branch of 

BankAtlantic, a Federal Savings Bank, at 14821 Six Mile Cypress Parkway. 

- Submitted, November 28, 2001 (AC) 

San Francisco 

Pacific Century Bank, N.A., Encino, California -- report on competitive factors of the 

proposed merger with Bank of Hawaii, Honolulu, Hawaii. 

- Submitted, December 4, 2001 

Minneapolis 

Peoples State Bank, Munising, Michigan -- report on competitive factors of the proposed 

merger with Munising Interim State Bank. 

- Submitted, December 6, 2001 

Minneapolis 

S&C Bank, New Richmond, Wisconsin -- report on competitive factors of the proposed 

merger with S&C Bank, Minnesota, Almelund, Minnesota. 

- Submitted, December 3, 2001 

(AC) = Addition or Correction Delegated - Page 6 of 7 
H.2 Actions under delegated authority December 2, 2001 to December 8, 2001 

Extensions Of Time 

Chicago 

East Side Bancorporation, Inc., Chicago, Illinois -- extension to January 20, 2002, to 

purchase loan participations from BankChicago and thereby engage in extending credit 

and servicing loans. 

- Granted, December 5, 2001 

Financial Holding Companies 

Chicago 

FBOP Corporation, Oak Park, Illinois -- election to become a financial holding company. 

- Withdrawn, December 4, 2001 

Atlanta 

PAB Bankshares, Inc., Valdosta, Georgia -- election to become a financial holding 

company. 

- Effective, December 5, 2001 

International Operations 

Secretary 

Wells Fargo Bank, N.A., San Francisco, California -- to establish a branch in Grand 

Cayman, Cayman Islands, British West Indies. 

- Approved, December 6, 2001 

Membership 

San Francisco 

Union Safe Deposit Bank, Stockton, California -- membership in the Federal Reserve 

System. 

- Approved, December 5, 2001 

(AC) = Addition or Correction Delegated - Page 7 of 7 
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, December 8, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, December 8, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch HSBC Bank USA, Buffalo, New York, to establish a branch 

office at Courtney Drive & Pittsford Palmyra Road, Monroe, 

New York.* 

Newspaper – 12/14/2001 

Branch Banco Popular North America, New York, New York, request to 

establish a branch office at 148 Ferry Street, Newark, New 

Jersey.* 

Newspaper – 01/08/2002 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

4(c)(8) Landesbank Baden-Wurttemberg, and Sparkassenverband 12/18/2001 

Baden-Wurttemberg, both of Stuttgart, Germany, to acquire 

approximately 50.6 percent of the voting shares of BadenWurttembergische Bank AG, Stuttgart, Germany, a German 

stock corporation, and indirectly acquire BW Capital Markets, 

Inc., New York, New York. 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, December 8, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, December 8, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

18(c) Branch Received application from Fifth Third Bank, Indiana, 01/07/2002 

Indianapolis, IN on 12/05/2001 to purchase certain assets and 

assume certain liabilities of two Owensboro, KY branch offices 

of Fifth Third Bank, Kentucky, Louisville, KY and incident 

thereto establish branch facilities.* 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

CIC Received notice of change in bank control filed by McCreary Fed Reg – 12/27/2001 

Bancshares, Inc., Employee Stock Ownership Plan, the related 

trust, and its trustees on 12/03/2001 of its intent to acquire up to 

22.22 percent of the outstanding voting shares of McCreary 

Bancshares, Inc., Whitley City, KY.* 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

846619 The Cortland Savings and Banking 

Company, 

194 West Main Street, 

Cortland, OH 44410 

09/10/2001 12/04/2001 S X

150727 The Richwood Banking Company 

28 North Franklin Street, 

Richwood, OH 43344 

10/01/2001 12/06/2001 S 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, December 8, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch RBC Centura Bank, Rocky Mount, North Carolina, to establish 

a branch at 804 Green Valley Road, Suite 104, Greensboro, 

North Carolina.* 

Newspaper - 12/15/2001 

Branch Frederick County Bank, Frederick, Maryland, to establish a 

mobile branch by providing courier services to pick up noncash items of customers located in the counties of Frederick, 

Montgomery, Carroll, Washington, and Howard, Maryland.* 

Newspaper - 12/22/2001 

*Subject to the provisions of the Community Reinvestment Act. 

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

Ending date of 

Type Application comment period 

3(a)(5) BB&T Corporation, Winston-Salem, North Carolina, to merge 

with Mid-America Bancorp, Louisville, Kentucky.* 

Fed Reg - 01/04/2002 

Newspaper - 12/30/2001 

3(a)(5) BB&T Corporation, Winston-Salem, North Carolina, to merge 

with AREA Bancshares Corporation, Owensboro, Kentucky.* 

Fed Reg - 01/04/2002 

Newspaper - 12/30/2001 

*Subject to the provisions of the Community Reinvestment Act. 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

650526 The CommonWealth Bank 09/24/2001 12/08/2001 S X 

9310 Midlothian Turnpike 

Richmond, Virginia 23235 

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, December 8, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

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

located at 6145 Exchange Way, Bradenton, Florida, to be known 

as the Lakewood Ranch Office. 

12/01/2001*

Branch Insurors Bank of Tennessee, Nashville, Tennessee, to establish a 

mobile branch to serve the Nashville, Tennessee area. 

12/20/2001*

*Subject to provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

Member United Bank of the Gulf Coast, Sarasota, Florida, to become a 

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

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, December 8, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

18C Comerica Bank-California, San Jose, California, for prior 

approval to purchase certain assets and assume certain liabilities 

of Progress Bank, Blue Bell, Pennsylvania.* 

18C & Branches Iowa State Bank, Sheldon, Iowa, for prior approval to acquire 

through merger Iowa State Bank, Orange City, Iowa and thereby 

to establish the following branch offices: 627 2nd Ave., 

Sheldon, Iowa; 103 3rd Ave., Alton, Iowa; 305 Oak Street, 

Craig, Iowa; 105 Albany Ave., Orange City, Iowa, and 308 

Main, Ireton, Iowa.* 

Newspaper – N/Avail 

Newspaper – N/Avail 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

3(a)(1) Bancshares Holding Corp., Downers Grove, Illinois, for prior 

approval to become a bank holding company through the 

acquisition of 100 percent of the voting shares of The Bank of 

Commerce, Downers Grove, Illinois.* 

3(a)(1) CFB Holding Company, Clinton, Iowa, for prior approval to 

become a bank holding company through the acquisition of 100 

percent of the voting shares of Citizens First Bank, Clinton, 

Iowa.* 

4(c)(8) FBOP Corporation, Oak Park, Illinois, for prior approval to 

acquire 100 percent of the voting shares of Bank Plus 

Corporation, Los Angeles, California and thereby indirectly 

acquire Fidelity Federal Bank, FSB, Glendale, California and 

thereby engage in operating a savings and loan association and 

to acquire Gateway Investment Services, Inc., Los Angeles, 

California and thereby engage in securities brokerage activities.* 

Fed Reg – 12/17/2001 

Newspaper – 12/14/2001 

Fed Reg – 12/10/2001 

Newspaper – 12/13/2001 

Fed Reg – 12/27/2001 

Newspaper – 10/08/2001 
Section II – Applications subject to both newspaper and Federal Register notice 

Ending date of 

Type Application comment period 

3(a)(3) Independence Bancshares, Inc., Independence, Iowa, for prior 

approval to acquire 100 percent of the voting shares of Fairbank 

Bancshares Corp., Fairbank, Iowa and thereby indirectly acquire 

Fairbank State Bank, Fairbank, Iowa.* 

3(a)(1) Malvern Bancshares, Inc., Malvern, Iowa, for prior approval to 

become a bank holding company through the acquisition of 100 

percent of the voting shares of Malvern Trust & Savings Bank, 

Malvern, Iowa.* 

3(a)(1) Peoples Bancorp., Rock Valley, Iowa, for prior approval to 

become a bank holding company through the acquisition of 100 

percent of the voting shares of Peoples Bank, Rock Valley, 

Iowa.* 

3(a)(1) Spector Properties, Inc., Chicago, Illinois, for prior approval to 

become a bank holding company by retaining 23.8 percent of the 

voting shares of Andalusia Community Bank, Andalusia, 

Illinois.* 

CC Notification by Omar C. Wilhelms, Janice R. Wilhelms and 

Delores J. Meiners, of a Change in Control to retain control of 

Shannon Bancorp, Inc., Shannon, Illinois. 

CC Notification by Merrill G. Norton and Suellyn Norton, of a 

Change in Control to retain voting shares of Vermilion Bancorp, 

Inc., Danville, Illinois. 

Fed Reg – 11/28/2001 

Newspaper – N/Avail 

Fed Reg – 11/28/2001 

Newspaper – 12/01/2001 

Fed Reg – 12/31/2001 

Newspaper – N/Avail 

Fed Reg – 12/19/2001 

Newspaper – 12/21/2001 

Fed Reg – 12/18/2001 

Newspaper – 12/10/2001 

Fed Reg – 12/19/2001 

Newspaper – N/Avail 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

4(c)(8) Peoples Bancorp., Rock Valley, Iowa, for prior approval to Fed Reg – 12/31/2001 

retain Peoples Financial Inc., Rock Valley, Iowa and thereby 

engage in insurance activities in a place of less than 5, 000 in 

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

Type Application 

4(c)(8) Marshall & Ilsley Corporation, Milwaukee, Wisconsin, to 

acquire indirectly through Metavante Corporation, all of the 

assets of 401kservices.com, inc., Appleton, Wisconsin. 

CN Bank One, Michigan, Detroit, Michigan, for prior approval to 

prepay a subordinated note in the amount of $110 million due 

December 28, 2008. 

Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, December 8, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Notice by First Bank, Creve Coeur, Missouri, to establish a 

branch inside a Dierberg’s grocery store located at 8450 Eager 

Road, St. Louis, Missouri.* 

18(c) Notice by Arvest Bank, Fayetteville, Arkansas, to merge with 

Bank of Bentonville, Bentonville, Arkansas.* 

18(c) Notice by Arvest Bank, Fayetteville, Arkansas, to merge with 

Arvest Bank, Fort Smith, Arkansas.* 

18(c) Notice by Arvest Bank, Fayetteville, Arkansas, to merge with 

First Arvest Bank, Siloam Springs, Arkansas.* 

18(c) Notice by Arvest Bank, Fayetteville, Arkansas, to merge with 

Arvest Bank, Joplin, Missouri.* 

18(c) Notice by Arvest Bank, Fayetteville, Arkansas, to merge with 

Arvest State Bank, Tulsa, Oklahoma.* 

Newspaper - 11/21/2001 

Newspaper – 12/26/2001 

Newspaper – 12/26/2001 

Newspaper – 12/26/2001 

Newspaper – 12/26/2001 

Newspaper – 12/26/2001 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

3(a)(3) Notice by Mercantile Bancorp, Inc., Quincy, Illinois, to acquire 

9 percent of NorthStar Bancshares, Inc., Kansas City, Missouri.* 

Newspaper – 1/7/2002 

Fed Reg – N/Avail. 

CIC Notice involving Security State Bancshares, Inc., Charleston, 

Missouri, by William C. Vandivort, Sikeston, Missouri, to retain 

12.52 percent. 

Newspaper – 1/15/2002 

Fed Reg – 12/26/2001 

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

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 

Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

1146 Pulaski Bank & Trust Company 6/11/2001 12/3/2001 S X 

Little Rock, Arkansas 

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, December 8, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

application for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, December 8, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Bank of Bennington, Bennington, Nebraska, for prior approval Newspaper – 12/12/2001 

to establish a branch at 15646 Spaulding Street, Omaha, 

Nebraska. 

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

Ending date of 

Type Application comment period 

3(a)(3) First National Bancshares, Inc., ESOP and 401(K) Trusts, and 

First National Bancshares, Inc., both of Goodland, Kansas, for 

prior approval to acquire 100 percent of the voting shares of 

Security State Bank, Bird City, Kansas. 

3(a)(3) Buerge Bancshares, Inc., Joplin, Missouri, for prior approval to 

acquire 100 percent of the voting shares of Grand Lake Bancorp, 

Inc., parent of Grand Lake Bank, both of Tulsa, Oklahoma, and 

Sarcoxie Bancorp, Inc., parent of First National Bank of 

Sarcoxie, both of Sarcoxie, Missouri. 

CIC Joseph D. Freund Irrevocable Trust #2, the Duane M. Freund 

Irrevocable Trust #2, the Kenneth J. Freund Irrevocable Trust 

#2, and the Michael R. Freund Irrevocable Trust #2, all of 

Aurora, Colorado, and the following individuals who serve as 

co-trustees of one or more of the trusts: Joseph Freund, Jr., 

Elizabeth, Colorado; James Campbell, Denver, Colorado; Laura 

Freund Buddington, Denver, Colorado; Scott Freund, Elizabeth, 

Colorado; Phillip Pasion, Parker, Colorado; Angela Freund 

Bennett, Denver, Colorado; and Kenneth Freund, Jr, Aurora, 

Colorado; to retain control of Commerce Bancshares, Inc., 

Aurora, Colorado. 

CIC M. Charles Kellogg, Overland Park, Kansas, individually and as 

trustee of the C.H. Goppert Trust, to retain ownership of 

Country Agencies & Investments, Inc., Odessa, Missouri, parent 

of Bank of Odessa, Odessa, Missouri; Commercial Bank of Oak 

Grove, Oak Grove, Missouri; and LaMonte Community Bank, 

LaMonte, Missouri. 

Newspaper – 12/26/2001 

Fed Reg – 12/10/2001 

Newspaper – N/Available 

Fed Reg – N/Available 

Newspaper – N/Available 

Fed Reg – 12/27/2001 

Newspaper – 12/20/2001 

Fed Reg – 12/21/2001 
Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 

Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

255556 Citizens Bank & Trust Company of 09/10/2001 12/04/2001 S X 

Ardmore 

1100 N. Commerce 

Ardmore, Oklahoma 73401-3985 
Section VI – CRA examinations scheduled for First Quarter of 2002 

Institution Location 

Community Bank of Southern Colorado

Colorado Mountain Bank

Adrian Bank

First Bank and Trust Company

Bank of Cushing

First State Bank

The First Bank of Fairland

The Bank of Kremlin

Lusk State Bank

Rocky Ford, Colorado 

Westcliffe, Colorado 

Adrian, Missouri 

Clinton, Oklahoma 

Cushing, Oklahoma 

Fairfax, Oklahoma 

Fairland, Oklahoma 

Kremlin, Oklahoma 

Lusk, Wyoming 

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 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, December 8, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

3(a)(5) Texas Regional Bancshares, Inc., McAllen, TX, and Texas 

Regional Delaware, Inc., Wilmington, DE, to acquire Riverway 

Holdings, Inc., Houston, TX, and Riverway Bank, Houston, 

TX* (previously reported the week ending December 1, 2001) 

Fed Reg – 12/31/2001 

Newspaper – 12/27/2001 

3(a)(3) Bryan Family Management Trust, Bryan, TX, and Bryan 

Heritage Limited Partnership, Bryan, TX, to acquire The First 

National Bank of Bryan, Bryan, TX* 

Fed Reg – 01/04/2002 

Newspaper – 12/27/2001 

*Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, December 8, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

3(a)(1) CBA Bancshares Inc., Minneapolis, Minnesota, to become a Fed Reg – 01/07/2002 

bank holding company by acquiring 100 percent of Community Newspaper – 01/04/2002 

Bank of Arizona, Wickenburg, Arizona.* 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None