Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 13

Week Ending March 27, 2004

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions March 21, 2004 to March 27, 2004

Bank Holding Companies

J. P. Morgan Chase & Co., New York, New York, and Bank One Corporation, 

Chicago, Illinois -- public meetings to be held on Thursday, April 15, 2004, at 9:00 a.m. 

EDT, at the Federal Reserve Bank of New York, 33 Liberty Street, New York, and on 

Friday, April 23, at 8:30 a.m. CDT at the Federal Reserve Bank of Chicago, 230 LaSalle 

Street, Chicago.

- Approved, March 26, 2004 

Forms

Forms -- final Board review of proposals to revise without extension the Consolidated 

Financial Statements for Bank Holding Companies (FR Y-9C), Parent Company Only 

Financial Statements for Large Bank Holding Companies (FR Y-9LP), Parent Company 

Only Financial Statements for Small Bank Holding Companies (FR Y-9SP), and 

Financial Statements for Employee Stock Ownership Plan Bank Holding Companies (FR 

Y-9ES).

- Approved, March 22, 2004 

Forms -- final Board review of a proposal to implement an information collection 

associated with proposed amendments to Federal Reserve cash services policy.

- Approved, March 23, 2004 

Forms -- final Board review of proposals to extend without revision the Weekly Report 

of Assets of Money Market Mutual Funds (FR 2051a), Monthly Report of Assets of 

Money Market Mutual Funds (FR 2051b), Notice By Financial Institutions of 

Government Securities Broker or Government Securities Dealer Activities (FR G-FIN), 

Notice By Financial Institutions of Termination of Activities as a Government Securities 

Broker or Government Securities Dealer (FR G-FINW), Uniform Application for 

Municipal Securities Principal or Municipal Securities Representative Associated with a 

Bank Municipal Securities Dealer (FR MSD-4), and Uniform Termination Notice for 

Municipal Securities Principal or Municipal Securities Representative Associated with a 

Bank Municipal Securities Dealer (FR MSD-5).

- Approved, March 24, 2004 

Forms -- final Board review of proposals to extend with revision the Annual Report of 

Bank Holding Companies (FR Y-6), Report of Changes in Organizational Structure (FR 

Y-10), and the Report of Changes In FBO Organizational Structure (FR Y-10F).

- Approved, March 24, 2004 

(AC) = Addition or Correction Board - Page 1 of 2
H.2 Board Actions March 21, 2004 to March 27, 2004

Regulations And Policies

Regulation Z -- final amendment to add an interpretive rule of construction to clarify 

language in the disclosure requirements; and revisions to the staff commentary to provide 

guidance on consumers' rescission rights for certain home-secured loans.

- Approved, March 23, 2004 

(AC) = Addition or Correction Board - Page 2 of 2
March 21, 2004 to March 27, 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

Arvest Bank, Fayetteville, Arkansas -- to establish a branch at 606 West Main Street, 

Cabot.

- Approved, March 23, 2004 

St. Louis

Bank of Alabama, Birmingham, Alabama -- to establish a branch at 3309 Lorna Road, 

Suite 13, Hoover.

- Approved, March 22, 2004 

Atlanta

Compass Bank, Birmingham, Alabama -- to establish branches at 701 32nd Street 

South, and at 401 West Valley Avenue, Homewood.

- Approved, March 22, 2004 

Atlanta

Michigan Heritage Bank, Farmington Hills, Michigan -- to establish a branch at 30445 

Southfield Road, Southfield.

- Approved, March 26, 2004 

Chicago

Patriot Bank, Millington, Tennessee -- to establish a branch at 101 East Pleasant Avenue, 

Covington.

- Approved, March 23, 2004 

St. Louis

Platte Valley State Bank and Trust Company, Kearney, Nebraska -- to relocate a branch 

from 1451 Webb Road, Grand Island, to 810 Allen Drive.

- Approved, March 26, 2004 

Kansas City

(AC) = Addition or Correction Delegated - Page 1 of 6
H.2 Actions under delegated authority March 21, 2004 to March 27, 2004

Bank Branches, Domestic

Prairie Bank and Trust Company, Bridgeview, Illinois -- to establish branches at the 

northwest corner of Mill Road and Orchard Avenue, Oswego, and 224 West Division 

Street, Chicago.

- Approved, March 22, 2004 

Chicago

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

10900 Colonel Glenn Road.

- Approved, March 26, 2004 

St. Louis

Regions Bank, Birmingham, Alabama -- to establish a branch at 2900 Highway 280, 

Suite 100.

- Approved, March 26, 2004 

Atlanta

SouthTrust Bank, Birmingham, Alabama -- to establish a branch at 12253 West 

Linebaugh Avenue, Tampa, Florida.

- Approved, March 24, 2004 

Atlanta

Sun Bank, Sunray, Texas -- to establish a branch at 416 Main Street.

- Approved, March 25, 2004 

Dallas

SunTrust Bank, Atlanta, Georgia -- to establish a branch at 9936 Clintmoore Road, Boca 

Raton, Florida.

- Approved, March 25, 2004 

Atlanta

Texas State Bank, McAllen, Texas -- to establish a branch at 901 West Expressway 83, 

San Juan.

- Approved, March 22, 2004 

Dallas

(AC) = Addition or Correction Delegated - Page 2 of 6
H.2 Actions under delegated authority March 21, 2004 to March 27, 2004

Bank Holding Companies

American Community Bancshares, Inc., Charlotte, North Carolina -- to merge with FNB 

Bancshares, Inc., Gaffney, South Carolina, and thereby acquire First National Bank of 

the Carolinas.

- Approved, March 23, 2004 

Richmond

Bank of the Ozarks, Inc., Little Rock, Arkansas -- to acquire Sun Bank, Sunray, Texas.

- Approved, March 24, 2004 

St. Louis

Brand Group Holdings, Inc., Lawrenceville, Georgia -- to become a bank holding 

company and to acquire The Brand Banking Company.

- Approved, March 26, 2004 

Atlanta

Columbia Bancorp, Columbia, Maryland -- to acquire through its subsidiary, The 

Columbia Bank, shares of Delmarva Bank Data Processing Center, Inc., Easton, a 

company engaged in data processing activities.

- Approved, March 26, 2004 

Richmond

Community Financial Holding Company, Inc., Duluth, Georgia -- commitment waiver 

request.

- Returned, March 22, 2004 

Atlanta

Desert Hills Capital Corp., Phoenix, Arizona -- to become a bank holding company and 

to acquire Desert Hills Bank.

- Approved, March 24, 2004 

San Francisco

IBERIABANK Corporation, New Iberia, Louisiana -- commitment waiver request.

- Granted, March 24, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 3 of 6
H.2 Actions under delegated authority March 21, 2004 to March 27, 2004

Bank Holding Companies

National City Corporation, Cleveland, Ohio -- commenters' requests to extend the 

comment period on the application to acquire Provident Financial Group, Inc., Cincinnati.

- Denied, March 26, 2004 

Secretary

Security Bancorp of Tennessee, Inc., Halls, Tennessee -- to acquire shares of Patriot of 

Tennessee Corporation, Millington, and thereby acquire Patriot Bank.

- Approved, March 24, 2004 

St. Louis

SunFirst Corporation, St. George, Utah -- to become a bank holding company and to 

acquire SunFirst Bank; and election to become a financial holding company.

- Approved, March 23, 2004 

San Francisco

Change In Bank Control

First LeRoy Bancorporation, Inc., Le Roy, Minnesota -- change in bank control.

- Permitted, March 25, 2004 

Minneapolis

Staun Bancorp, Inc., Staunton, Illinois -- to retain control of Staun Bancorp, Inc.

- Permitted, March 26, 2004 

St. Louis

Competitive Factors Reports

Bank One, Delaware, National Association, Wilmington, Delaware -- report on 

competitive factors of the proposed acquisition of assets of First North American 

National Bank, Kennesaw, Georgia.

- Submitted, March 24, 2004 

Chicago

First Citizens National Bank, Mansfield, Pennsylvania -- report on competitive factors of 

the proposed purchase of certain assets and assumption of certain liabilities of two 

Bradford County branches of The Legacy Bank, Harrisburg.

- Submitted, March 24, 2004 

Philadelphia

(AC) = Addition or Correction Delegated - Page 4 of 6
H.2 Actions under delegated authority March 21, 2004 to March 27, 2004

Competitive Factors Reports

First National Bank of Omaha, Omaha, Nebraska -- report on competitive factors of the 

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

& Trust, FSB, Southfield, Michigan.

- Submitted, March 22, 2004 

Kansas City

Franklin National Bank, Franklin, Tennessee -- report on competitive factors of the 

proposed acquisition of three branches of Fifth Third Bank, Cincinnati, Ohio.

- Submitted, March 25, 2004 

Atlanta

Harleysville National Bank and Trust Company, Harleysville, Pennsylvania -- report on 

competitive factors of the proposed merger with Millennium Bank, Malvern.

- Submitted, March 25, 2004 

Secretary

International Bank of Commerce, Laredo, Texas -- report on competitive factors of the 

proposed merger with Local Oklahoma Bank, Oklahoma City, Oklahoma.

- Submitted, March 23, 2004 

Dallas

Potomac Valley Bank, Gaithersburg, Maryland -- report on competitive factors of the 

proposed acquisition of a Washington, D.C. branch of Mercantile Safe-Deposit & Trust 

Company, Baltimore.

- Submitted, March 23, 2004 

Richmond

Sun National Bank, Vineland, New Jersey -- report on competitive factors of the 

proposed merger with The Community Bank of New Jersey, Freehold.

- Submitted, March 24, 2004 

Philadelphia

Webster Bank, Waterbury, Connecticut -- report on competitive factors of the proposed 

acquisition of the Cohoes, New York, branch of Hudson River Bank & Trust Company, 

Hudson.

- Submitted, March 24, 2004 

Boston

(AC) = Addition or Correction Delegated - Page 5 of 6
H.2 Actions under delegated authority March 21, 2004 to March 27, 2004

Extensions Of Time

Compass Bank, Birmingham, Alabama -- extension to April 7, 2005, to establish 

branches at the intersections of Wildcat Reserve Parkway and South Daniels Park Road, 

Denver, Colorado; East 6th Avenue and Chambers Road; West Peoria Avenue and 

Interstate 17, Phoenix, Arizona; and Southwest Highway 200 and Tarton, Ocala, Florida.

- Granted, March 22, 2004 

Atlanta

F.N.B. Corporation, Naples, Florida -- extension to July 11, 2004, to acquire shares of 

Sun Bancorp, Inc., Lewisburg, Pennsylvania, and Sun Bank.

- Granted, March 24, 2004 

Atlanta

Farmers State Bank, Victor, Montana -- extension to April 10, 2005, to establish a 

branch at 11000 Highway 93 South, Lolo.

- Granted, March 23, 2004 

Minneapolis

Financial Holding Companies

East Dubuque Bancshares, Inc., East Dubuque, Illinois -- election to become a financial 

holding company.

- Effective, March 23, 2004 

Chicago

Flathead Holding Company of Bigfork, Bigfork, Montana -- election to become a 

financial holding company.

- Effective, March 23, 2004 

Minneapolis

(AC) = Addition or Correction Delegated - Page 6 of 6
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, March 27, 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 Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, March 27, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch JP Morgan Chase Bank, New York, New York, to establish a 

branch office at 8901 N. Tarrant Parkway, N. Richland Hills, 

Texas.

Newspaper – 4/18/2004

Branch JP Morgan Chase Bank, New York, New York, to establish a 

branch office at 3610 McKinney, Dallas, Texas.

Newspaper – 4/18/2004

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

4C8 Credit Suisse Group and Credit Suisse First Boston, both of 

Zurich, Switzerland, to acquire up to 23.9% of the voting 

securities of Silver Acquisition Corp., Montgomery, Alabama, 

which will operate a savings association.

Fed Reg – 4/26/2004

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 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, March 27, 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) National Penn Bancshares, Inc. Boyertown, PA, to acquire 

Peoples First, Inc., Oxford, PA, and its wholly owned subsidiary 

The Peoples Bank of Oxford, Oxford, PA.

Fed Reg - 04/15/2004

Newspaper - 04/17/2004

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

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, March 27, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

at 380 East Main Street, Hendersonville, Tennessee

Newspaper - 03/27/2004

*Branch Fifth Third Bank, Grand Rapids, MI, to establish branch 

facilities at 799 Central Avenue, Highland Park, Illinois; 240-

242 Skokie Boulevard, Northbrook, Illinois; 1311 Ridgeland 

Avenue, Naperville, Illinois; 1582 North Rand Road, Palatine, 

Illinois; 5645 North Main Street, Mishawaka, Indiana; and 900 

West Armitage Avenue, Chicago, Illinois

Newspaper - 03/27/2004

*Branch Fifth Third Bank, Cincinnati, Ohio, to establish branch facilities 

at 10105 Fremont Pike, Perrysburg, Ohio; 2455 Hilliard Rome 

Road, Hilliard, Ohio; and 8877 Owen Field Drive, Powell, Ohio

Newspaper - 04/01/2004

*Branch Fifth Third Bank, Grand Rapids, MI, to establish branch 

facilities at 1606 East 79th Avenue, Chatham, Illinois; 41122 

Ryan Road, Sterling Heights, Michigan; 9000 Park Royal Drive, 

Fort Myers, Florida; 3501 North Green River Road, Evansville, 

Indiana; and 10595 East U.S. Highway 36, Avon, Indiana

Newspaper - 04/02/2004

*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

CIC Notice of Change in Bank Control by the Clay and Bernice 

Corman Family Control Group, Nicholasville, Kentucky, to 

retain 17.78% of the voting shares of Citizens National 

Bancshares, Inc., Nicholasville, Kentucky

Newspaper - N/Avail

Fed Reg - N/Avail

*3(a)(3), 3(a)(5) Applications by Fifth Third Bancorp and Fifth Third Financial 

Corporation, its wholly-owned subsidiary, both of Cincinnati, 

Ohio, to acquire Franklin Financial Corporation and its sole 

subsidiary bank, Franklin National Bank, both of Franklin, 

Tennessee

Newspaper - 04/11/2004

Fed Reg - 04/15/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

*Branch Fifth Third Bank, Cincinnati, Ohio, to establish branch facilities 

at 810 North Court Street, Medina, Ohio; 1088 Oak Street, 

Kenova, West Virginia; and 5440 Dixie Highway, Fairfield, 

Ohio

Newspaper - N/Avail

Fed Reg - N/Avail

*Branch Fifth Third Bank, Grand Rapids, MI, to establish branch 

facilities at 3535 E. 96th Street, Indianapolis, Indiana; 9025 E. 

56th Street, Indianapolis, Indiana; 3264 Highway 54, 

Owensboro, Kentucky; 375 Cross Road Blvd., Cold Spring, 

Kentucky; 333 Northwest Highway, Barrington, Illinois; 803 S. 

Main Street, Royal Oak, Michigan; 20401 Haggerty Road, 

Northville, Michigan; and 36700 Ford Road, Westland, 

Michigan

Newspaper - N/Avail

Fed Reg - N/Avail

*3(a)(5) Huntington Bancshares Incorporated, Columbus, Ohio, to 

acquire Unizan Financial Corporation, Canton, Ohio

Newspaper - N/Avail

Fed Reg - N/Avail

*3(a)(5), 4(c)(8) National City Corporation, Cleveland, Ohio, to acquire 100 

percent of Provident Financial Group, Inc., Cincinnati, Ohio,

and thereby indirectly acquire Provident Bank, Cincinnati, Ohio

Newspaper - 03/22/2004

Fed Reg - 03/19/2004

*18(c), *3(a)(5), 

*Branch

Sky Financial Group, Inc., Bowling Green, Ohio, to acquire 

Second Bancorp, Incorporated, Warren, Ohio

Newspaper - N/Avail

Fed Reg - N/Avail

*Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

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, March 27, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Bank of Virginia, Midlothian, Virginia, to establish a branch at 

11730 Hull Street Road, Midlothian, Virginia, and to subsequently designate this location as the bank’s main office and 

to retain the old main office at 6657 Lake Harbour Drive, 

Midlothian, Virginia, as a branch.*

Newspaper – 04/04/2004

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

a branch at 298 Williamson Road, Mooresville, North Carolina.*

Newspaper – 04/05/2004

Branch CapitalBank, Greenwood, South Carolina, to establish branches 

at 1620 Woodruff Road, Greenville, South Carolina, and 1200 

West Wade Hampton Boulevard, Greer, South Carolina.*

Newspaper – 04/08/2004

*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

802129 Farmers & Mechanics Bank*

110 Thomas Johnson Drive

Frederick, Maryland 21702

12/01/2003 03/20/2004 S X

711520 Miners Exchange Bank

483 Front Street

Coeburn, Virginia 24230

01/12/2004 3/24/2004 O X

*Inadvertently omitted from bulletin week ending March 20, 2004.

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, March 27, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

located at 1014 E. Brandon Boulevard, Brandon, Florida, to be 

known as the Valrico Branch.*

Newspaper - N/Avail

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

located at 2401 Gateway Drive, Opelika, Alabama, to be known 

as the Opelika Main Branch.*

Newspaper - N/Avail

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

at the intersection of Peachtree Parkway and Laurel Springs 

Parkway, Suwanee, Georgia, to be known as the Laurel Springs 

Office.*

Newspaper - N/Avail

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

at 1165 Fairburn Road, Atlanta, Georgia, to be known as the 

Cascade Office.*

Newspaper - N/Avail

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

2880 Shallowford Road, N.E., Atlanta, Georgia, to be known as 

the Gordy Parkway Office.*

Newspaper - N/Avail

Branch Terrace Bank, Tampa, Florida, to establish a branch located at 

12401 West Linebaugh Avenue, Tampa, Florida.*

Newspaper - N/Avail

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) BankEast Corporation, Knoxville , Tennessee, to become a bank 

holding company by acquiring 100 percent of the outstanding 

shares of The Citizens Bank of Gainesboro, Gainesboro, 

Tennessee.*

Newspaper - 04/10/2004

Fed Reg - 04/05/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Executive Banking Corporation, Miami, Florida, after-the-fact 

change in control notice by Carlos Alejandro Safie, Pinecrest, 

Florida, to retain 88.55 percent of the voting shares of Executive 

Banking Corporation, along with its subsidiary, Executive 

National Bank, both of Miami, Florida.

Newspaper - 04/08/2004

Fed Reg - 03/29/2004

CIC Madison Bank Corporation, Madison, Georgia, prior change in 

control notice by Old Post Road, L.P., Madison, Georgia, Floyd 

C. Newton, Jr., Madison, Georgia, and Floyd C. Newton III, 

Atlanta, Georgia, to acquire 24.24 percent of the outstanding 

shares of Madison Bank Corporation, and its subsidiary, Bank of 

Madison, both of Madison, Georgia.

Newspaper - N/Avail

Fed Reg - N/Avail

4(c)(8) United Community Banks, Inc., Blairsville, Georgia, to acquire 

100 percent of Fairbanco Holding Company, Inc., along with its 

subsidiary, 1st Community Bank, both of Fairburn, Georgia, and 

thereby engage in operating a savings association.*

Newspaper - 04/18/2004

Fed Reg - 04/22/2004

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

COM Southern Community Bancshares, Inc., Fayetteville, Georgia, 

commitment waiver request.

WAIVR Citizens Banking Corporation, Frostproof, Florida, application 

waiver request of the proposed merger with American Banking 

Corporation, thereby acquiring its subsidiary, American Bank 

and Trust, both of Lake Wales, Florida.

COM Jacksonville Bancorp, Inc., Jacksonville, Florida, 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

1160732 PanAmerican Bank

3475 Sheridan Street

Hollywood, Florida 33021

(850) 453-3411

11/17/2003 03/25/2004 S X

Section VI – CRA examinations scheduled for First Quarter of 2004

Institution Location

RBC Centura Bank Atlanta, Georgia

First Bradenton Bank Bradenton, Florida

Auburn Bank Auburn, Alabama

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 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, March 27, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Cole Taylor Bank, Rosemont, Illinois, to establish a branch 

facility to be located at 1250 N. Arlington Heights Road, Itasca, 

Illinois.*

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)(3) Community State Bank Employee Stock Ownership Plan and 

Trust, Union Grove, Wisconsin, to increase ownership to at least 

31.90 percent of the voting shares of Union Bancorporation Inc., 

Union Grove, Wisconsin, and thereby indirectly acquire 

Community State Bank, Union Grove, Wisconsin.*

Fed Reg – N/Avail

Newspaper – N/Avail

CIC Notice by Mark Bradley Richardson, Thetford Center, Vermont, 

and Kimberly Ann Richardson, Atlanta, Georgia, as trustees of 

the "1998 Irrevocable Trust of Coyn V. Richardson", to acquire 

additional shares of Cowden Bancorp, Inc., Springfield, Illinois, 

and thereby indirectly acquire Community Banks of Shelby 

County, Cowden, Illinois.

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(1) CSBC Financial Corporation, Cropsey, Illinois, to become a 

bank holding company by acquiring 100 percent of Citizens 

State Bank of Cropsey, Cropsey, Illinois.*

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(5) Independent Bank Corporation, Ionia, Michigan, to acquire 

Midwest Guaranty Bancorp, Inc., Troy, Michigan, and thereby 

indirectly acquire Midwest Guaranty Bank, Troy, Michigan.*

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(3) First Busey Corporation, Urbana, Illinois, to acquire 100 percent 

of the voting shares of First Capital Bankshares, Inc., Peoria, 

Illinois, and thereby indirectly acquire First Capital Bank, 

Peoria, Illinois, and Community Bank of Lemont, Lemont, 

Illinois.*

Fed Reg – 04/22/2004

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

Type Application

Ending date of

comment period

CIC Notice by Thomas M. Johannesen, Elgin, Illinois, Claire C. 

Johannesen, Elgin, Illinois, Mary Johannesen-Schmidt, Palatine, 

Illinois, Timothy P. Schmidt, Palatine, Illinois, Kathleen E. 

Tomei, Lake Bluff, Illinois, Richard Tomei, Lake Bluff, Illinois, 

Thomas M. Johannesen, Jr., Chicago, Illinois, Jennifer 

Johannesen, Chicago, Illinois, James Johahnnesen, Hinsdale, 

Illinois, Barbara Johannesen, Hinsdale, Illinois, Thomas P. 

Callahan, Houston, Texas, and Fran Callahan, Houston, Texas, 

to retain control of 25.27 percent of the outstanding voting 

shares of First Community Financial Corporation, Elgin, Illinois, 

and thereby indirectly acquire First Community Bank, Elgin, 

Illinois.

Fed Reg – 04/08/2004

Newspaper – N/Avail

CIC Notice by Jack E. Mensching, Itasca, Illinois; James R. 

Mensching, Itasca, Illinois; and Glenn E. Mensching, Jr., 

Frankfort, Michigan, on behalf of the Franzen Limited 

Partnership, Itasca, Illinois, to retain 32.8 percent of Itasca 

Bancorp Inc., Itasca, Illinois, and thereby indirectly acquire 

Itasca Bank & Trust Co., Itasca, Illinois.

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(3) & 4(c)(8) MB Financial, Inc., Chicago, Illinois, to acquire 100 percent of 

the voting shares of First Security Fed Financial, Inc., Chicago, 

Illinois, and thereby indirectly acquire First Security Federal 

Savings Bank, Chicago, Illinois.*

Fed Reg – 04/05/2004

Newspaper – N/Avail

CIC Notice by Christine V. Lake, Brookfield, Wisconsin, to acquire 

more than 10 percent of the outstanding voting shares of 

Ridgestone Financial Services, Inc., Brookfield, Wisconsin, and 

thereby indirectly acquire Ridgestone Bank, Brookfield, 

Wisconsin.

Fed Reg – 04/01/2004

Newspaper – N/Avail

3(a)(1) & 4(c)(8) Third Century Bancorp, Franklin, Indiana, to become a bank 

holding company by acquiring 100 percent of the voting shares 

of Mutual Savings Bank, Franklin, Indiana and to engage in the 

non-banking activity of making and servicing loans.*

Fed Reg – 04/23/2004

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

48730 First Commercial Bank

6945 N. Clark St.

Chicago, Illinois 60626

773-843-4886

11/17/2003 03/25/2004 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, March 27, 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

3A1 Alliance Bancshares, Inc., Cape Girardeau, Missouri, to become 

a bank holding company by acquiring 100 percent of Alliance 

Bank, Cape Girardeau, Missouri.*

Newspaper – 04/27/2004

Fed Reg – 04/26/2004

3A1 American Community Bancorp, Inc., Evansville, Indiana, to 

become a bank holding company by acquiring 100 percent of 

Bank of Evansville, National Association, Evansville, Indiana.

(Previously submitted during the week ending March 20, 

2004.)*

Newspaper – 04/20/2004

Fed Reg – 04/19/2004

3A3 FSB Bancshares, Inc., Henderson, Tennessee, to acquire up to 

35 percent of Merchants and Planters Bancshares, Inc., Toone, 

Tennessee, and thereby indirectly acquire Merchants and 

Planters Bank, Toone, Tennessee. (Previously submitted during 

the weeks ending March 6, 2004 and March 13, 2004.)*

Newspaper – 04/25/2004

Fed Reg – 04/05/2004

3A5 FSB Bancshares, Inc., Henderson, Tennessee, to merge with 

American City Bancorp, Inc., Tullahoma, Tennessee, and 

thereby indirectly acquire American City Bank, Tullahoma, 

Tennessee. (Previously submitted during the week ending March 

20, 2004.)*

Newspaper – 04/18/2004

Fed Reg – 04/19/2004

* 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

1890374 First Security Bank of Conway

Conway, Arkansas 

12/01/2003 03/22/2004 S X

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, March 27, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Plaza Park State Bank, Waite Park, Minnesota, proposes to 

establish a branch at 6th Avenue South, Waite Park, Minnesota.*

Newspaper - 04/03/2004

*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

3(a)(1) Lakeland Bancorporation, Inc., Lakeville, Minnesota, to become 

a bank holding company by acquiring 100 percent of Lakeland 

Bank, Lakeville, Minnesota, a de novo bank.*

Fed Reg - N/Avail

Newspaper - N/Avail

CIC Retroactive change in control notice by Kenneth Hilton Johnson, 

Chicago, Illinois, to retain control of BNCCORP, Inc., 

Bismarck, North Dakota.

Fed Reg - 04/09/2004

Newspaper - 04/15/2004

CIC Notice by Victor Philip Reim, St. Paul, Minnesota; Erick John 

Reim, Vadnais Heights, Minnesota; Ann Reim Woessner, 

Roseville, Minnesota; and Amy Lynn Amundson, Alexandria, 

Minnesota, to gain control of Alliance Financial Services, Inc., 

St. Paul, Minnesota, and thereby indirectly to gain control of 

American Bank, Eau Claire, Wisconsin; American Bank Lake 

City, Lake City, Minnesota; and Alliance Bank, New Ulm, 

Minnesota.

Fed Reg - N/Avail

Newspaper - N/Avail

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

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

356752 The Citizens State Bank of 

Ontonagon, 

Ontonagon, Michigan

12/15/2003 03/22/2004 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, March 27, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Platte Valley State Bank and Trust Company, Kearney, 

Nebraska , to relocate a branch from 1451 Webb Road, Grand 

Island, Nebraska to 810 Allen Drive, Grand Island, Nebraska.

Newspaper - 03/20/2004

Branch The First Bank of Turley, Tulsa, Oklahoma, to establish a 

branch at 1602 W. Rogers Boulevard, Skiatook, Oklahoma.

Newspaper - 04/01/2004

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

Type Application

Ending date of

comment period

3(a)(1) Home State Bancorp, Loveland, Colorado, to become a bank 

holding company through the acquisition of 100 percent of the 

voting shares of Home State Bank, Loveland, Colorado.

Newspaper - N/Avail

Fed Reg - N/Avail

CIC Notice by Gary D. Bunch and Donna L. Bunch, both of 

Edmond, Oklahoma, to retain control of Exchange Bancshares

of Moore, Inc., parent of Exchange National Bank, both in 

Moore, Oklahoma.

Newspaper - 04/06/2004

Fed Reg - 04/06/2004

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

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 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, March 27, 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)(3) First Financial Bankshares, Inc., Abilene, TX, to acquire Liberty 

National Bank, Granbury, TX*

Fed Reg – N/Avail

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

3(a)(1) AmFin Holding Company, Inc., Silver City, NM, to acquire

AmBank, Silver City, NM*
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, March 27, 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)(1) Doctors’ Bancorp, Manhattan Beach, California, to become a 

bank holding company by acquiring 100 percent of Beach 

Business Bank (in organization), Manhattan Beach, California.*

Newspaper – 04/18/2004

Federal Reg – 04/19/2004

* 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

3(a(5)(C) CBOA Financial, Inc., Tucson, Arizona, to become a bank 

holding company by acquiring 100 percent of Commerce Bank 

of Arizona, Tucson, Arizona.

4(c)(8) Southwest Community Bancorp, Carlsbad, California, to engage 

in permissible nonbanking activities through the acquisition of 

Financial Data Solutions, Inc., Murrieta, California.
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

FBSEA Nacional Financiera, S.N.C., Mexico City, Mexico, requests 

prior approval of the Board of Governors of the Federal Reserve 

to establish a representative office in Santa Ana, California, 

pursuant to section 211. 24(a)(1) 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