Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 12

Week Ending March 18, 2000

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions March 12, 2000 to March 18, 2000

Bank Holding Companies

Financial Holding Companies -- elections by 109 bank holding companies and eight 

foreign banks to become financial holding companies. The list of companies is 

available on the Board's public web site (www.federalreserve.gov) and in its 

Freedom of Information Office (20th Street and Constitution Avenue, NW, Room 

MP-500).

- Approved, March 10, 2000 (AC)

Wells Fargo & Company, San Francisco, California -- to acquire Ragen MacKenzie 

Group, Incorporated, Seattle, Washington, and thereby acquire Ragen MacKenzie 

Incorporated and Ragen MacKenzie Investment Services, Inc.; and to engage in 

underwriting and dealing, to a limited extent, in all types of debt and equity securities 

and in certain other nonbanking activities.

- , March 13, 2000 

Forms

Customer Satisfaction Survey of Federal Reserve Bulletin Subscribers (FR1371) and 

Customer Satisfaction Survey of Publication Subscribers (FR1372) -- to execute a 

one-time survey.

- Approved, March 16, 2000 

Interagency Notice of Change in Control (FR2081a), Interagency Notice of Change 

in Director or Senior Executive (FR2081b), and Interagency Biographical and 

Financial Report (FR2081c) -- extension without revision.

- Approved, March 16, 2000 

Quarterly Report of Assets and Liabilities of Large Foreign Offices of U.S. Banks 

(FR2502q) -- extension with revisions.

- Approved, March 16, 2000 

Quinquennial Finance Company Questionnaire and Survey (FR3033) -- extension 

without revision.

- Approved, March 16, 2000 

Report of Medium-Term Note Issuance (FR 2600) -- discontinuation of a survey.

- Approved, March 16, 2000 

Weekly Report of Eurodollar Liabilities Held by Selected U.S. Addressees at 

Foreign Offices of U.S. Banks (FR 2050) -- extension with revisions.

- Approved, March 16, 2000 

(AC) = Addition or Correction Board - Page 1 of 2
H.2 Board Actions March 12, 2000 to March 18, 2000

Regulations And Policies

Regulation H -- interim rule to establish alternative criteria for debt ratings that 

certain large banks may satisfy in order to acquire a financial subsidiary and request 

for comment (Docket No. R-1066)

- Approved, March 13, 2000 

Regulation Y -- interim rule concerning new merchant banking activities permitted 

for financial holding companies (Docket No. 1065) and request for comment and 

proposed rule concerning the regulatory capital treatment of certain investments in 

nonfinancial companies by bank holding companies (Docket No. 1067).

- Approved, March 16, 2000 

Enforcement

The Bank of Tokyo-Mitsubishi, Ltd., Tokyo, Japan, Chicago Branch -- issuance of 

an order of prohibition against Vinay B. Malhotra, a former vice president and 

officer.

- Announced, March 17, 2000 

First Western Bank, Cooper City, Florida -- issuance of a consent order against R&T 

Foundation and James R. Sellers, and against Sunshine Financial and Frederick K. 

Wall, institution-related parties.

- Announced, March 17, 2000 

(AC) = Addition or Correction Board - Page 2 of 2
March 12, 2000 to March 18, 2000

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

International Fiance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Baylake Bank, Sturgeon Bay, Wisconsin -- to establish branches at 124 North 

Adams Street and 960 Hanson Road, Green Bay.

- Approved, March 15, 2000 

Chicago

First American Bank, Carpentersville, Illinois -- to establish branches at the 

intersection of Golf and Algonquin Roads, Rolling Meadows, and Grand Avenue 

(State Route 132) and Stonebrook Drive, Gurnee.

- Approved, March 13, 2000 

Chicago

The Heritage Bank, McLean, Virginia -- to establish a branch at 1650 Tysons 

Boulevard, Suite 100, and to operate a mobile branch for noncash deposits in Fairfax 

City, Falls Church, Alexandria, Fairfax County, and Loudon County.

- Approved, March 15, 2000 

Richmond

M&I Thunderbird Bank, Phoenix, Arizona -- to establish a branch at Elliot and 

McQueen Roads, Gilbert.

- Approved, March 15, 2000 

San Francisco

Marblehead Bank, Marblehead, Ohio -- to establish a branch at the Northshore 

Retirement Community, 9400 Lakeshore Boulevard, Lakeside.

- Approved, March 15, 2000 

Cleveland

Bank Holding Companies

Capital Bancorp, Ltd., Lansing, Michigan; Sun Community Bancorp Limited, 

Phoenix, Arizona; and Nevada Community Bancorp Limited, Las Vegas, Nevada -- 

to acquire shares of Black Mountain Community Bank, Henderson, Nevada, a de 

novo bank.

- Approved, March 6, 2000 (AC)

Chicago

(AC) = Addition or Correction Delegated - Page 1 of 6
H.2 Actions under delegated authority March 12, 2000 to March 18, 2000

Bank Holding Companies

Corpus Christi Bancshares, Inc., Corpus Christi, Texas -- to become a bank holding 

company through the acquisition of The First State Bank, Bishop.

- Withdrawn, March 14, 2000 

Dallas

Fidelity D & D Bancorp, Inc., Dunmore, Pennsylvania -- to become a bank holding 

company through the acquisition of The Fidelity Deposit and Discount Bank.

- Approved, March 6, 2000 (AC)

Philadelphia

First Security Corporation, Salt Lake City, Utah -- to acquire Bank Network 

Securities, Chicago, Illinois, through Star Systems, Inc., Maitland, Florida, and 

engage in extending credit and servicing loans, leasing property, providing financial 

and investment advisory services, and certain other nonbanking activities.

- Approved, March 15, 2000 

Secretary

FVNB Corp., Victoria, Texas; FVNB Delaware Corporation, Wilmington, Delaware; 

and First Victoria National Bank, Victoria -- waiver of applications in connection 

with the proposed acquisition of Mid-Coast Savings Bank, SSB, Edna.

- Approved, March 13, 2000 

Dallas

Kane Commerce Co., Davenport, Iowa -- to become a bank holding company 

through the acquisition of Community State Bank of Plymouth, Plymouth, Illinois.

- Approved, March 13, 2000 

Chicago

The Leaders Group, Inc., Oak Brook, Illinois -- to become a bank holding company 

through the acquisition of The Leaders Bank, a de novo bank.

- Approved, March 13, 2000 

Chicago

MSB Holding Company, Moorhead, Iowa -- to continue to engage in equipment 

leasing activities.

- Approved, March 15, 2000 

Chicago

(AC) = Addition or Correction Delegated - Page 2 of 6
H.2 Actions under delegated authority March 12, 2000 to March 18, 2000

Bank Holding Companies

Parkers Prairie Bancshares, Inc., Parkers Prairie, Minnesota -- to redeem shares.

- Approved, March 14, 2000 

Minneapolis

Scottsdale Bancorp, Woodbury, Minnesota -- to become a bank holding company 

through the acquisition of Scottsdale Community Bank, Scottsdale, Arizona, a de 

novo bank.

- Approved, March 15, 2000 

San Francisco

SouthTrust Corporation, Birmingham, Alabama, and SouthTrust of Alabama, Inc. -- 

waiver of application in connection with the proposed merger with Security Bancorp, 

Inc., San Antonio, Texas, and Security Bancorp of Delaware, Inc., Wilmington, 

Delaware; and acquisition of Security National Bank of San Antonio.

- Approved, March 16, 2000 

Atlanta

TLNB Financial Corp., Tupper Lake, New York -- to become a bank holding 

company through the acquisition of Tupper Lake National Bank.

- Approved, March 17, 2000 

New York

Wells Fargo and Company, San Francisco, California -- to acquire Michigan 

Financial Corporation, Marquette, Michigan, and thereby acquire branches of MFC 

First National Bank in Marquette, Menominee, Ironwood, Iron River, Iron 

Mountain, Houghton, and Escanaba; and engage in credit insurance activities 

through Michigan Financial Life Insurance Company, Marquette.

- Approved, March 15, 2000 

San Francisco

Banks, Foreign

UBS AG, Zurich, Switzerland -- to acquire shares of Prediction Company LLC, 

Santa Fe, New Mexico, and thereby engage in data processing advisory activities.

- Approved, March 17, 2000 

New York

(AC) = Addition or Correction Delegated - Page 3 of 6
H.2 Actions under delegated authority March 12, 2000 to March 18, 2000

Banks, State Member

Atlantic Bank, Ocean City, Maryland -- to acquire three branches of Wilmington 

Trust FSB, Salisbury.

- Approved, March 13, 2000 

Richmond

Century Bank of the Ozarks, Gainesville, Missouri -- payment of a dividend.

- Approved, March 17, 2000 

St. Louis

Citizens Bank, Flint, Michigan -- to acquire three branches of Great Lakes National 

Bank Michigan, Ann Arbor, and thereby establish branches in Jackson at 1100 West 

Argyle, 1111 North Street, and 2229 4th Street.

- Approved, March 16, 2000 

Chicago

Change In Bank Control

Bay Port Financial Corporation, Bay Port, Michigan -- change in bank control.

- Permitted, March 14, 2000 

Chicago

CNB Holdings, Inc., Alpharetta, Georgia -- change in bank control.

- Permitted, March 13, 2000 

Atlanta

Robert Lee Bancshares, Inc., Robert Lee, Texas -- change in bank control.

- Permitted, March 16, 2000 

Dallas

Round Top Bancshares, Inc., Round Top, Texas -- change in control.

- Permitted, March 13, 2000 

Dallas

(AC) = Addition or Correction Delegated - Page 4 of 6
H.2 Actions under delegated authority March 12, 2000 to March 18, 2000

Competitive Factors Reports

Bank of the Sierra, Porterville, California -- report on competitive factors of the 

proposed merger with Sierra National Bank, Tehachapi.

- Submitted, March 17, 2000 

San Francisco

Bank of the West, San Francisco, California -- reports on competitive factors of the 

proposed acquisition of 21 branches of First Security Bank, N.A., Salt Lake City, 

Utah, and 47 branches of Zions First National Bank.

- Submitted, March 13, 2000 

Secretary

Branch Banking and Trust Company, Winston-Salem, North Carolina -- report on 

competitive factors of the proposed merger with First Liberty Bank, Macon, Georgia.

- Submitted, March 13, 2000 

Richmond

Citizens National Bank of Meridian, Meridian, Mississippi -- report on competitive 

factors of the proposed merger with New Citizens National Bank.

- Submitted, March 15, 2000 

Atlanta

First Victoria National Bank, Victoria, Texas -- reports on competitive factors of the 

proposed merger with Mid-Coast Savings Bank, SSB, Edna, through an interim de 

novo national bank.

- Submitted, March 15, 2000 

Dallas

Frontier Trust Company, FSB, Fargo, North Dakota -- report on competitive factors 

of the proposed merger with Frontier Trust Company.

- Submitted, March 16, 2000 

Minneapolis

Glastonbury Bank and Trust Company, Glastonbury, Connecticut -- report on 

competitive factors of the proposed merger with First Massachusetts Bank, National 

Association, Worcester, Massachusetts.

- Submitted, March 14, 2000 

Boston

(AC) = Addition or Correction Delegated - Page 5 of 6
H.2 Actions under delegated authority March 12, 2000 to March 18, 2000

Competitive Factors Reports

Momentum Bank, SSB, Houston, Texas -- report on competitive factors of the 

proposed merger with Momentum Cash Systems, LLC.

- Submitted, March 15, 2000 

Dallas

Wachovia Bank, National Association, Winston-Salem, North Carolina -- report on 

competitive factors of the proposed merger with Bank of Canton, Canton, Georgia.

- Submitted, March 15, 2000 

Richmond

Extensions Of Time

First Security Bank of Nevada, Las Vegas, Nevada -- extension to June 16, 2000, to 

consummate the merger with Nevada State Bank.

- Granted, March 15, 2000 

San Francisco

International Operations

Citibank Overseas Investment Corporation, New Castle, Delaware -- waiver of 

notification period to invest in Bank Handlowy W Warszawie S.A., Warsaw, Poland.

- Granted, March 10, 2000 (AC)

Director, BS&R

Membership

Nevada First Bank, Las Vegas, Nevada -- to become a member of the Federal 

Reserve System.

- Approved, March 7, 2000 (AC)

San Francisco

Regulations And Policies

Regulation Y -- extension to March 31, 2000, to receive comments from a 

commenter on the proposed amendment to anti-tying provisions to add an exception 

for private-label credit card operations of banks affiliated with retailers.

- Granted, March 15, 2000 

Secretary

(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 18, 2000

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 18, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Credit Commercial de France, Paris, France, to establish a

representative office in New York, New York.

Newspaper – N/Avail

FBSEA Banco Comercial Portugues, S.A., Porto, Portugal, to establish a

representative office in Miami, Florida.

Newspaper – N/Avail

FBSEA Arab Banking Corporation (B.S.C.), Manama, Bahrain, to

establish a federally licensed uninsured branch in Greenwich,

Connecticut.

Newspaper – N/Avail

FBSEA UBS, AG, Zurich, Switzerland, to establish a representative

office in Beverly Hills, California.

Newspaper – N/Avail

FBSEA Banco Itau S.A., Sao Paulo, Brazil, to establish a representative

office in Miami, Florida.

Newspaper – N/Avail

FBSEA Deutsche Hypothekenbank Frankfurt-Hamburg AG, Frankfurt,

Germany, to establish a representative office in New York, New

York.

Newspaper – N/Avail

FBSEA The Chuo Trust & Banking Co., Ltd., Tokyo, Japan, to establish

a representative office in New York, New York.

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

4(c)(8) North Fork Bancorporation, Inc., Melville, New York, to

acquire at least 50.1 percent of the voting shares of Dime

Bancorp, Inc., New York, New York (“Dime”), an existing

thrift holding company, and thereby indirectly acquire Dime’s

bank subsidiary, The Dime Savings Bank of New York, FSB,

New York, New York.*

Newspaper – 04/17/2000

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 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, March 18, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Orrstown Bank, Orrstown, PA, to establish a branch office at 3

Baden Powell Lane, Suite 1, Mechanicsburg, Silver Spring

Township, Cumberland County, PA.

04/12/2000

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, March 18, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Received notification on 03/16/2000 from Western Reserve

Bank, Medina, OH of its intent to establish abranch facility at

The Oaks at Medina, 4931 Nettleton Road, Median, OH.

03/24/2000

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

Type Application

Ending date of

comment period

3(a)(1) Received application from SNB Bancorp, Inc., Salyersville, KY

on 03/15/2000 of its intent to acquire Salyserville National

Bank, Salyersville, KY.

Newspaper: 04/13/2000

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

2730477 Western Reserve Bank

4015 Medina Road

Medina, OH 44258-0585

12/31/1999 3/13/2000 S X

1390342 Fifth Third Bank, Florida

4099 Tamiami Trail North

Naples, FL 43101

3/08/1999 3/14/2000 S X

Section VI – CRA examinations scheduled for 3rd Quarter of 2000

Institution Location

Community First Bank 225 North Main Street

Celina, OH 45822

Provident Bank of Florida 1549 Ringling Blvd.

Sarasota, FL 34236

Citizens Banking Company 100 E. Water Street

Sandusky, OH 44870

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

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

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

circumstances.
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, March 18, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) FNB Southeast, Reidsville, North Carolina, to merge with

Black Diamond Savings Bank, F.S.B., Norton, Virginia.*

Newspaper – 04/25/2000

*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

91521 *F&M Bank Massanutten

 1855 East Market Street

 Harrisonburg, Virginia 22801

11/29/1999 02/27/2000 S X

*This information was inadvertently omitted from Bulletin No. 10 for week ending March 4, 2000.

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 18, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

located at 3202 East Bell Road, Phoenix, Arizona.

03/31/2000*

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

located at 1802 E. Camelback Road, Phoenix, Arizona.

04/05/2000*

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

located at 7155 East Thunderbird Road, Scottsdale, Arizona.

04/05/2000*

*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)(5) United Community Banks, Inc., Blairsville, Georgia, to merge

with North Point Bancshares, Inc., Dawsonville, Georgia, and

thereby acquire Dawson County Bank, Dawsonville, Georgia.

N/Avail*

3(a)(5) United Community Banks, Inc., Blairsville, Georgia, to merge

with Independent Bancshares, Inc., Powder Springs, Georgia,

and thereby acquire Independent Bank & Trust Company,

Powder Springs, Georgia.

N/Avail*

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

4(c)(8) Mid State Banks, Inc., Cordele, Georgia, prior notice to

purchase assets of Cobb Insurance Agency, and thereby engage

in insurance agency activities through its subsidiary, Mid State

Financial Group, Inc., d/b/a Mid State Insurance Agency,

Hawkinsville, Georgia.

COM The Commercial Bancorp, Inc., Ormond Beach, 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

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, March 18, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Johnson Bank, Racine, Wisconsin, for prior approval to establish

a branch at S.C. Johnson Waxdale Campus, 2512 Willow Road,

Sturtevant, Wisconsin.*

Newspaper – 03/22/2000

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

4(c)(8) Fortress Bancshares, Inc., Westby, Wisconsin, for prior approval

to acquire 100 percent of the voting shares of Fortress Bank of

Cresco, Cresco, Iowa. Fortress Bank will then convert its

charter to a federal savings bank.*

Fed Reg – 04/03/2000

Newspaper – 04/01/2000

3(a)(3) First Business Bancshares, Inc., Madison, Wisconsin, for prior

approval to acquire 51 percent of the voting shares of The

Business Banc Group, Ltd., Brookfield, Wisconsin, and thereby

indirectly acquire First Business Bank-Milwaukee (in

organization), Brookfield, Wisconsin.*

Fed Reg – 04/07/2000

Newspaper – 04/05/2000

3(a)(1) The Business Banc Group, Ltd., Brookfield, Wisconsin, for prior

approval to become a bank holding company through the

acquisition of 100 percent of the voting shares of First Business

Bank-Milwaukee (in organization), Brookfield, Wisconsin.*

Fed Reg – 04/07/2000

Newspaper – 04/05/2000

CIC Notification by the Garst Family (Stephen, Elizabeth, Edward,

Sarah, Rachel, Katherine, and Jennifer) – as a family acting in

concert – proposal to acquire an additional 33 percent of

Audubon Investment Company, and thereby own 100 percent.

In addition, individually Elizabeth Garst will hold power to vote

40 percent of the Audubon Investment Company.

Fed Reg – 03/31/2000

Newspaper – N/Avail

CIC Notification by William W. Parish, of a change in control to

acquire up to 49 percent of the voting shares of Parish Bank and

Trust Company, Momence, Illinois.

Fed Reg – 03/31/2000

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

Type Application

Ending date of

comment period

3(a)(3) Dentel Bancorporation, Victor, Iowa, to acquire 100 percent of

Pocahontas Bancorporation, Pocahontas, Iowa, and thereby

indirectly acquire Pocahontas State Bank, Pocahontas, Iowa.*

Fed Reg – 04/13/2000

Newspaper – N/Avail

CIC Notification by Ruth Womack, as trustee for the L.T. Womack

Family Trust and the L.T. Womack Marital Trust, of a change in

control to retain 40 percent of Corn Belt Bancorporation,

Lincoln, Nebraska.

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.
Section V – Availability of CRA public evaluations

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

868349 F&M Bank – Hilbert

P.O. Box 391

Hilbert, Wisconsin 54129-0391

(920) 853-3551

10/18/1999 03/15/2000 S X

63041 F&M Bank – East Troy

P.O. Box 17

East Troy, Wisconsin 53120-0017

(414) 642-7391

10/18/1999 03/15/2000 O X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, March 18, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Notice by First Banks, Inc., Creve Coeur, Missouri, to indirectly

acquire certain assets and liabilities of First Capital Group, Inc.,

Albuquerque, New Mexico, and thereby engage in leasing

activities, pursuant to Section 225.28(b)(3) of Regulation Y.

4/7/2000

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 2

nd Quarter of 2000

Institution Location

Southern Commercial Bank St. Louis, Missouri

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 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, March 18, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Big Sky Western Bank, Big Sky, Montana, to establish a branch

in Big Sky, Montana.*

03/24/2000

*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 Gunter Family Limited Partnership to acquire control of 33.33%

of the voting shares of Norkitt Bancorp, Inc., Hallock,

Minnesota.

N/Avail.

3(a)(1)A The First Security Group, Inc., Deer Lodge, Montana, for prior

approval to become a bank holding company through the

acquisition on 89.4% of the voting shares of First Security Bank

of Deer Lodge, Deer Lodge, Montana.*

Newspaper – 04/15/2000

*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

52755 M&I Merchants Bank

Rhinelander, Wisconsin

11/15/1999 03/16/2000 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 18, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c)/Branch Legacy Bank ACB, Binger, Oklahoma, for prior approval to

acquire the assets and assume the liabilities of Legacy Bank TC,

Blanchard, Oklahoma, and Legacy Bank, Hinton, Oklahoma,

and retain the existing 5 locations as branches.

Newspaper/N/Available

18(c) Bank in Boulder, Boulder, Colorado, for prior approval to

establish a branch at the intersection of 96th street and

Interlocken Loop in Broomfield, Colorado

Newspaper/N/Available

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

Type Application

Ending date of

comment period

CIC First National Agency, Cimarron, Kansas for The Joe D.

Butcher Family Trust, Kimberly Jo Fairbank, Grant Butcher,

Robert Butcher, and Harold Ott, for prior approval to acquire

voting shares of First National Agency, Cimarron, Kansas.

Newspaper – N/Available

FedReg – 04/04/2000

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 18, 2000

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) CPBK Holdings, Inc., Houston, TX, to acquire

CPBK Holdings of Delaware, Inc., Wilmington, DE, and

CompuBank, N.A., Houston, TX*

(Previously reported the week ending March 11, 2000)

Fed Reg – 04/13/2000

Newspaper – 04/11/2000

3(a)(1) CPBK Holdings of Delaware, Inc., Wilmington, DE, to acquire

CompuBank, N.A., Houston, TX*

(Previously reported the week ending March 11, 2000)

Fed Reg – 04/13/2000

Newspaper – 04/11/2000

3(a)(1) ETN Leasing, Inc., Palestine, TX, to acquire

East Texas National, Inc., Palestine, TX,

East Texas – Dover, Inc., Wilmington, DE, and

East Texas National Bank, Palestine, TX*

Fed Reg – 04/10/2000

Newspaper – 04/01/2000

3(a)(1) Burton Bancshares, Inc., Burton, TX, to acquire

Burton Holdings, Inc., Wilmington, DE, and

Burton State Bank, Burton, TX*

Fed Reg – 04/14/2000

Newspaper – 04/13/2000

3(a)(1) Burton Holdings, Inc., Wilmington, DE, to acquire

Burton State Bank, Burton, TX*

Fed Reg – 04/14/2000

Newspaper – 04/13/2000

CIC Kelsoe Management Partnership, Ltd., Dallas, TX, only

notificant, to acquire an interest in

WB&T Bancshares, Inc., Duncanville, TX, and

Western Bank & Trust, Duncanville, TX

Fed Reg – 04/06/2000

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, March 18, 2000

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

Bank Holding

Company

Formation

Application by Earthbank Corporation, San Mateo, California,

to merge with Monument Bancshares, Inc., Poland, Ohio, and to

thereby acquire Monument National Bank, Ridgecrest,

California.*

Newspaper – 4/18/2000

Fed Reg – Awaiting

Change in control Notice by Bank of Lodi Employee Stock Ownership Plan, Lodi,

California, to increase its ownership in First Financial Bancorp,

Lodi, California, from 9.9 percent up to 24.9 percent.*

Newspaper – 4/5/2000

Fed Reg – 4/3/2000

* 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