Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 47

Week Ending November 21, 1998

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions November 15, 1998 to November 21, 1998

Bank Holding Companies

Assicurazioni Generali S.p.A., Trieste, Italy -- request for a temporary exemption 

under the Bank Holding Company Act to conduct certain insurance and other 

activities in the United States in connection with its proposed acquisition of BSI 

Banca della Svizzera Italiana, Lugano, Switzerland.

- Granted, November 16, 1998 

Bank One Corporation, Chicago, Illinois -- to acquire an interest in EquiServe 

Limited Partnership, Canton, Massachusetts, and perform trust company activities.

- Approved, November 16, 1998 

Fortis AG, Brussels, Belgium; Fortis AMEV, Utrecht, the Netherlands; Fortis 

Belgium NV, Brussels; and Generale Bank -- request for a temporary exemption 

under the Bank Holding Company Act to engage in various lending, brokerage, and 

investment activities in the United States.

- Granted, November 16, 1998 

PNC Bank Corp., Pittsburgh, Pennsylvania -- to expand the activities of its section 

20 subsidiary, PNC Capital Markets, Inc., to include underwriting and dealing in, to 

a limited extent, certain types of debt and equity securities.

- Approved, November 16, 1998 

Popular, Inc., Hato Rey, Puerto Rico; Banco Popular de Puerto Rico; Popular 

Transition Bank; and Banco Popular, New York, New York, New York -- to 

reorganize the banking operations of Popular, Inc., under two de novo banks that 

would become members of the Federal Reserve System; to establish a branch and an 

agency in the United States; and to establish three agreement corporations.

- Approved, November 16, 1998 

Enforcement

Frontier Bank of Laramie County, Cheyenne, Wyoming -- issuance of a cease and 

desist order.

- Announced, November 17, 1998 

Societe Generale, New York, New York -- cease and desist order against William 

Shilstone, a former institution-affiliated party.

- Announced, November 17, 1998 

(AC) = Addition or Correction Board - Page 1 of 1
November 15, 1998 to November 21, 1998

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

Fifth Third Bank of Central Indiana, Indianapolis, Indiana -- to establish a branch at 

5718 Crawfordsville Road.

- Approved, November 16, 1998 

Chicago

Republic Security Bank, West Palm Beach, Florida -- to establish a branch at 2201 

West Sample Road, Pompano Beach, Florida.

- Approved, November 20, 1998 

Atlanta

Bank Holding Companies

Associated Banc-Corp., Green Bay, Wisconsin -- to acquire Windsor Bancshares, 

Inc., Minneapolis, Minnesota, and Bank Windsor, Nerstrand, Minnesota.

- Returned, November 13, 1998 (AC)

Chicago

Bancorp of Okolona, Inc., Okolona, Mississippi -- to acquire Bank of Okolona.

- Approved, November 17, 1998 

St. Louis

BB&T Corporation, Winston-Salem, North Carolina -- to acquire Scott & 

Stringfellow Financial, Inc., Richmond, Virginia.

- Approved, November 16, 1998 

Richmond

Capitol Bancorp, Ltd., Lansing, Michigan, and Sun Community Bancorp Limited, 

Phoenix, Arizona -- to acquire shares of Sunrise Bank of Arizona, Phoenix.

- Approved, November 20, 1998 

Chicago

Citizens Bancorporation of New Ulm, Inc., New Ulm, Minnesota -- to acquire shares 

of State Bank of La Salle (Incorporated), La Salle, Minnesota.

- Approved, November 17, 1998 

Minneapolis

(AC) = Addition or Correction Delegated - Page 1 of 11
H.2 Actions under delegated authority November 15, 1998 to November 21, 1998

Bank Holding Companies

Community Financial Group, Inc., Nashville, Tennessee -- to acquire shares of 

American Growth Finance, Inc., Dallas, Texas, and engage in making, acquiring, and 

servicing loans or other extensions of credit.

- Approved, November 16, 1998 

Atlanta

Dartmouth Capital Group, Inc., Laguna Hills, California; Dartmouth Capital Group, 

L.P.; and Eldorado Bancshares, Inc. -- to acquire Antelope Valley Bank, Lancaster, 

California.

- Approved, November 20, 1998 

San Francisco

Decatur Bancshares, Inc., Decatur, Arkansas -- to engage in the operation of a thrift 

institution through the acquisition of Grand Federal Savings Bank, Grove, Oklahoma.

- Approved, November 18, 1998 

St. Louis

Deutsche Bank AG, Frankfurt Am Main, Federal Republic of Germany -- to acquire 

through German American Capital Corporation, New York, New York, Boullioun 

Aviation Services, Inc., Bellevue, Washington, and engage in acting as agent, broker, 

or advisor in leasing personal property; providing certain financial and investment 

advisory services; making, acquiring, brokering or servicing loans; and providing 

asset management, servicing, and collection of assets services.

- Approved, November 19, 1998 

New York

First Community Bancorp, Inc., Glasgow, Montana -- to acquire by merger Froid 

Bancshares, Inc., Froid, Montana, and First State Bank of Froid.

- Approved, November 16, 1998 

Minneapolis

First National Bancshares, Inc. ESOP and 401(k) Trusts, Goodland, Kansas -- to 

acquire shares of First National Bancshares, Inc., and First National Bank.

- Approved, November 17, 1998 

Kansas City

(AC) = Addition or Correction Delegated - Page 2 of 11
H.2 Actions under delegated authority November 15, 1998 to November 21, 1998

Bank Holding Companies

First Security Corporation, Salt Lake City, Utah -- determination that an application 

is not required to acquire Marine National Bank, Irvine, California. 

- Granted, November 19, 1998 

Secretary

Long Island Financial Corp., Islandia, New York -- to become a bank holding 

company with respect to Long Island Commercial Bank.

- Approved, November 19, 1998 

New York

Old Point Financial Corporation, Hampton, Virginia -- to establish Old Point Trust & 

Financial Services, N.A.

- Approved, November 20, 1998 

Richmond

Palmer Bancshares, Inc., Kasson, Minnesota -- to acquire Kasson State Bank.

- Approved, November 18, 1998 

Minneapolis

Regions Financial Corporation, Birmingham, Alabama -- to acquire EFC Holdings 

Corporation, Charlotte, North Carolina; EquiFirst Corporation; EquiFirst Mortgage 

Corporation; and Money America, Inc., and engage in making, acquiring, brokering, 

or servicing loans or other extensions of credit.

- Approved, November 19, 1998 

Atlanta

Richland County Bancshares, Inc., Richland Center, Wisconsin -- to acquire Richland 

County Bank. 

- Approved, November 19, 1998 

Chicago

Ridgewood Financial MHC, Ridgewood, New Jersey, and Ridgewood Financial, 

Inc. -- to become bank holding companies with respect to Ridgewood Savings Bank 

of New Jersey.

- Approved, November 16, 1998 

New York

(AC) = Addition or Correction Delegated - Page 3 of 11
H.2 Actions under delegated authority November 15, 1998 to November 21, 1998

Bank Holding Companies

Sky Financial Group, Inc., Salineville, Ohio -- to acquire The Ohio Bank, Findlay, 

Ohio.

- Approved, November 19, 1998 

Cleveland

Sky Financial Group, Inc., Salineville, Ohio -- to acquire Citizens Bancshares Interim 

Bank.

- Approved, November 19, 1998 

Cleveland

South Plains Financial, Inc., Lubbock, Texas -- to acquire West Texas National 

Bancshares, Lockney, Texas; Lockney Holding Company, Inc., Wilmington, 

Delaware; First National Bank of Lockney, Lockney; and First State Bank, Silverton, 

Texas.

- Approved, November 19, 1998 

Dallas

United Bancorporation, Billings, Montana -- to acquire shares of Information 

Network Services, Inc., and engage in financial data processing and transmission 

activities.

- Approved, November 16, 1998 

Secretary

University National Bancshares, Pittsburg, Kansas -- to acquire University National 

Bank.

- Approved, November 20, 1998 

Kansas City

Valley National Corporation, Spring Valley, California -- to acquire Valle de Oro 

Bank, N.A.

- Approved, November 19, 1998 

San Francisco

Washington Mutual, Inc., Seattle, Washington, and Washington Mutual Bank -- 

waiver of application in connection with Washington Mutual Bank's proposed 

acquisition of and merger with Industrial Bank, Van Nuys, California.

- Granted, November 20, 1998 

San Francisco

(AC) = Addition or Correction Delegated - Page 4 of 11
H.2 Actions under delegated authority November 15, 1998 to November 21, 1998

Bank Mergers

Ohio Bank, Findlay, Ohio -- to merge with AmeriFirst Bank, N.A., Xenia, Ohio.

- Approved, November 19, 1998 

Cleveland

Ohio Bank, Findlay, Ohio -- to merge with Citizens Bancshares Interim Bank, 

Salineville, Ohio.

- Approved, November 19, 1998 

Cleveland

Bank Premises

Citizens Bank and Trust Company, Bixby, Oklahoma -- investment in bank premises.

- Approved, November 17, 1998 

Kansas City

Banks, State Member

Patapsco Bank, Dundalk, Maryland -- payment of a dividend.

- Approved, November 19, 1998 

Richmond

Second Bank & Trust, Culpeper, Virginia -- transfer agent registration.

- Withdrawn, November 19, 1998 

Director, BS&R

Capital Stock

Brunsville Bancorporation, Inc., Brunsville, Iowa -- redemption of shares.

- Approved, November 18, 1998 

Chicago

Merrill Bancorporation, Inc., Merrill, Iowa -- redemption of shares.

- Approved, November 18, 1998 

Chicago

(AC) = Addition or Correction Delegated - Page 5 of 11
H.2 Actions under delegated authority November 15, 1998 to November 21, 1998

Change In Bank Control

Arneson Bancshares, Inc., Clear Lake, Iowa -- change in bank control.

- Permitted, November 18, 1998 

Chicago

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

- Permitted, November 18, 1998 

Chicago

First Washington Financial Corp, Windsor, New Jersey -- change in bank control.

- Permitted, November 20, 1998 

Philadelphia

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

- Permitted, November 18, 1998 

Chicago

Competitive Factors Reports

Antelope Valley Bank, Lancaster, California -- report on competitive factors of the 

proposed merger with AVB Acquisition Co., Inc., Laguna Hills, California.

- Submitted, November 17, 1998 

San Francisco

Catlettsburg FSB, Catlettsburg, Kentucky -- report on competitive factors of the 

proposed merger with Russell FSB, Russell, Kentucky.

- Submitted, November 18, 1998 

Cleveland

County National Bank, Clearfield, Pennsylvania -- report on competitive factors of 

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

Western Bank, National Association, New Castle, Pennsylvania.

- Submitted, November 20, 1998 

Philadelphia

(AC) = Addition or Correction Delegated - Page 6 of 11
H.2 Actions under delegated authority November 15, 1998 to November 21, 1998

Competitive Factors Reports

First Southern National Bank of Garrard County, Lancaster, Kentucky -- report on 

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

Somerset, Kentucky; First Southern National Bank of Wayne County, Monticello; 

First Southern National Bank of Madison County, Richmond; and First Southern 

National Bank of the Bluegrass, Lexington.

- Submitted, November 18, 1998 

Cleveland

First State Bank of Texas, Denton, Texas -- report on competitive factors of the 

proposed merger with Addison National Bank, Addison, Texas.

- Submitted, November 18, 1998 

Dallas

First State Community Bank, Farmington, Missouri -- report on competitive factors 

of the proposed merger with Iron County Security Bank, Ironton, Missouri.

- Submitted, November 17, 1998 

St. Louis

First Western Bank, N.A., New Castle, Pennsylvania -- report on competitive factors 

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

Coraopolis office of Three Rivers Bank and Trust Company, Jefferson Borough, 

Pennsylvania.

- Submitted, November 18, 1998 

Cleveland

Frost National Bank, San Antonio, Texas -- report on competitive factors of the 

proposed merger with Keller State Bank, Keller, Texas.

- Submitted, November 18, 1998 

Dallas

Gateway American Bank of Florida, Fort Lauderdale, Florida -- report on 

competitive factors of the proposed merger with Gateway American Successor Bank.

- Submitted, November 18, 1998 

Atlanta

(AC) = Addition or Correction Delegated - Page 7 of 11
H.2 Actions under delegated authority November 15, 1998 to November 21, 1998

Competitive Factors Reports

La Jolla Bank, FSB, Rancho Santa Fe, California -- report on competitive factors of 

the proposed merger with Stamford Federal Savings Bank, Stamford, Connecticut.

- Submitted, November 20, 1998 

San Francisco

New Kasson State Bank, Kasson, Minnesota -- report on competitive factors of the 

proposed merger with Kasson State Bank.

- Submitted, November 18, 1998 

Minneapolis

Old National Bank in Evansville, Evansville, Indiana -- report on competitive factors 

of the proposed merger with Farmers Bank, National Association, Owensboro, 

Kentucky; Merchants National Bank, Terre Haute, Indiana; Dubois County Bank, 

Jasper, Indiana; Palmer-American National Bank, Danville, Illinois; Bank of Western 

Indiana, Covington, Indiana; Morganfield National Bank, Morganfield, Kentucky; 

Orange County Bank, Paoli, Indiana; The First National Bank of Harrisburg, 

Harrisburg, Illinois; The First-Citizens Bank & Trust Company, Greencastle, Indiana; 

The First National Bank of Oblong, Oblong, Illinois; Security Bank & Trust Co., 

Vincennes, Indiana; The Peoples National Bank in Lawrenceville, Lawrenceville, 

Illinois; Farmers Bank & Trust Co., Madisonville, Kentucky; The First State Bank of 

Greenville, Kentucky, Inc., Greenville, Kentucky; and City National Bank, Fulton, 

Kentucky.

- Submitted, November 18, 1998 

Secretary

Pennsylvania National Bank & Trust Company, Pottsville, Pennsylvania -- report on 

competitive factors of the proposed merger with Financial Trust Company, Carlisle, 

Pennsylvania; Keystone National Bank, Lancaster; Mid-State Bank and Trust 

Company, Altoona; Northern Central Bank, Williamsport; and American Trust Bank, 

National Association, Cumberland.

- Submitted, November 20, 1998 

Philadelphia

Summit Bank, Bethlehem, Pennsylvania -- report on competitive factors of the 

proposed establishment of branches at 420 McDade Boulevard, Folsom, 

Pennsylvania, and 50 Lawrence Road, Broomall.

- Submitted, November 19, 1998 

Philadelphia

(AC) = Addition or Correction Delegated - Page 8 of 11
H.2 Actions under delegated authority November 15, 1998 to November 21, 1998

Competitive Factors Reports

Union Planters Bank, N.A., Memphis, Tennessee -- report on competitive factors of 

the proposed merger with Ready State Bank, Hialeah, Florida.

- Submitted, November 18, 1998 

St. Louis

Valle de Oro Bank, N.A., Spring Valley, California -- report on competitive factors 

of the proposed merger with Valle de Oro Interim Bank, N.A.

- Submitted, November 17, 1998 

San Francisco

Waccamaw Bank, Whiteville, North Carolina -- report on competitive factors of the 

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

Chadbourne, North Carolina, branch of First-Citizens Bank & Trust Company, 

Raleigh, North Carolina.

- Submitted, November 17, 1998 

Richmond

Washington Mutual Bank, Seattle, Washington -- report on competitive factors of 

the proposed acquisition of Industrial Bank, Van Nuys, California.

- Submitted, November 17, 1998 

San Francisco

Extensions Of Time

Arvest Bank Group, Inc., Bentonville, Arkansas, and First Bancshares, Inc., 

Bartlesville, Oklahoma -- extension to January 18, 1999, to retain ownership of State 

Bank & Trust, N.A., Tulsa, Oklahoma, on its conversion from a national bank to a 

federally chartered savings bank.

- Granted, November 19, 1998 

St. Louis

Canadian Imperial Bank of Commerce, Toronto, Canada -- extension to comply with 

a commitment made in connection with the application to acquire Oppenheimer 

Holdings, Inc., New York, New York. 

- Granted, November 17, 1998 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 9 of 11
H.2 Actions under delegated authority November 15, 1998 to November 21, 1998

Extensions Of Time

Farmers State Bank of Fort Morgan, Colorado ESOP, Fort Morgan, Colorado -- 

extension to December 5, 1999, to acquire FSB Bancorporation.

- Granted, November 20, 1998 

Kansas City

International Operations

Bank One, Illinois, N.A., Springfield, Illinois -- to establish a branch in GeorgeTown, 

Grand Cayman, Cayman Islands, British West Indies.

- Approved, November 20, 1998 

Cleveland

BankAmerica International Investment Corporation, Chicago, Illinois -- waiver of the 

remainder of the 45-day notification period to make an investment in Spanish 

Telecommunications Limited, S.a.r.l., Luxembourg.

- Granted, November 17, 1998 

Director, BS&R

Membership

First Bank of Cleveland, Cleveland, Oklahoma -- to become a member of the Federal 

Reserve System.

- Approved, November 20, 1998 

Kansas City

Monarch Bank, Chesapeake, Virginia -- to become a member of the Federal Reserve 

System.

- Approved, November 20, 1998 

Richmond

Salin Bank and Trust Company, Indianapolis, Indiana -- to become a member of the 

Federal Reserve System.

- Approved, November 20, 1998 

Chicago

(AC) = Addition or Correction Delegated - Page 10 of 11
H.2 Actions under delegated authority November 15, 1998 to November 21, 1998

Regulations And Policies

Federal Open Market Committee -- minutes of the meeting on September 29, 1998.

- Published, November 19, 1998 

FOMC

Regulation D -- final action on a technical correction to delete an obsolete definition 

of "de novo depository institution" (Docket No. R-1024).

- Approved, November 18, 1998 

Secretary

Reserve Bank Operations

Federal Reserve Bank of New York -- to act as fiscal agent in connection with 

proposed issue of bonds by the Asian Development Bank.

- Approved, November 17, 1998 

General Counsel

Federal Reserve Bank of New York -- to act as fiscal agent in connection with 

proposed issue of bonds by the Inter-American Development Bank.

- Approved, November 17, 1998 

General Counsel

(AC) = Addition or Correction Delegated - Page 11 of 11
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, November 21, 1998

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, November 21, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Banco de la Ciudad de Buenos Aires, Buenos Aires, Argentina,

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

Newspaper – N/Avail

FBSEA Moscow Narodny Bank, London, England, to establish a

representative office in New York, New York.

Newspaper – N/Avail

FBSEA KBC Bank N.V., Brussels, Belgium, to establish a branch in

New York, New York, an agency in Atlanta, Georgia, and a

representative office in Los Angeles, California.

Newspaper – N/Avail

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

9(11) IBJ Schroder Bank & Trust Company, New York, New York, to

reduce capital stock.
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

2333412 United States Trust Company

of New York

114 West 47th Street

New York, New York 10036

05/26/1998 11/16/1998 S X

214807 Bankers Trust Company

130 Liberty Street

New York, New York 10006

06/01/1998 11/16/1998 O X

501105 Manufacturers and Traders

Trust Company

One M&T Plaza

Buffalo, New York 14240

05/04/1998 11/19/1998 O X

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, November 21, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Berks County Bank, Reading, PA, to merge with Heritage

National Bank, Pottstown, PA, and change its name to Main

Street Bank

12/14/1998

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

Type Application

Ending date of

comment period

3(a)(3) & 3(a)(5) Commerce Bancorp, Cherry Hill, NJ, to acquire Prestige

Financial Corp, Flemington, NJ, and its subsidiary Prestige

State Bank, Flemington, NJ

Newspaper: 12/11/1998

Fed Reg: 12/11/1998

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, November 21, 1998

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)

3(a)(3)

Received application from Premier Financial Bancorp, Inc.,

Georgetown, KY on 11/19/1998 to acquire Mt. Vernon

Bancshares, Inc., Mt. Vernon, KY.*

Received application from F.N.B. Corporation, Hermitage, PA

on 11/16/1998 to acquire Guaranty Bank & Trust Company,

Venice, FL and Southwest Interim Bank No. 5, National

Association, Sarasota, FL.*

Newspaper – 12/20/1998

Fed Reg – 12/18/1998

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)

25

Received notice from Madison Financial Corporation,

Richmond, KY on 11/19/1998 of its intent to acquire Madison

Bank, Richmond, KY.

Received application by Bank One, Illinois, N.A., Springfield,

IL on 11/19/1998 to establish a foreign branch in GeorgeTown,

Grand Cayman, Cayman Islands, British West Indies.

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

The Fifth Third Bank of Northern Kentucky, Inc. 535 Madison Avenue, Covington, KY 41011

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, November 21, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch The CommonWealth Bank, Richmond, Virginia, to establish a

branch at 12410 Gayton Road, Richmond, Virginia.*

12/15/1998

*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)(5) BB&T Corporation, Winston-Salem, North Carolina, to

merge with MainStreet Financial Corporation, Martinsville,

Virginia.*

Fed Reg – 12/07/1998

Newspaper – 12/11/1998

*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 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, November 21, 1998

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 7562 University Boulevard, Winter Park, Florida.

11/24/1998*

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

located at 4300 US 98 North, Lakeland, Florida.

11/24/1998*

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

located at 2101 East Semoran Boulevard, Apopka, Florida.

11/24/1998*

Branch Bank Independent, Sheffield, Alabama, to establish a branch

located at 1081 Highway 72, Killen, Alabama.

11/27/1998*

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

located at the intersection of McDermott Highway and Highway

75, Allen, Texas.

12/04/1998*

*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

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 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, November 21, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch NorthSide Community Bank

Gurnee, Illinois

 1155 Milwaukee Avenue

 Riverwoods, Illinois

Newspaper – 12/6/1998

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

Type Application

Ending date of

comment period

3(a)(1) Northpointe Bancshares, Inc.*

Grand Rapids, Michigan

 Northpointe Bank (in organization)

 Grand Rapids, Michigan

Fed Reg – 11/16/1998

Newspaper – 11/13/1998

3(a)(3) First American Bank Group, Ltd.*

Fort Dodge, Iowa

 First American Credit Corporation

 Jewell, Iowa

 Freedom Holdings, L.C.

 West Des Moines, Iowa

 Freedom Financial Bank (in organization)

 West Des Moines, Iowa

Fed Reg – 11/23/1998

Newspaper – 11/29/1998

3(a)(1) First American Credit Corporation*

Jewell, Iowa

 Freedom Holdings, L.C.

 West Des Moines, Iowa

 Freedom Financial Bank (in organization)

 West Des Moines, Iowa

Fed Reg – 11/23/1998

Newspaper – 11/29/1998

3(a)(1) Freedom Holdings, L.C.*

West Des Moines, Iowa

 Freedom Financial Bank (in organization)

 West Des Moines, Iowa

Fed Reg – 11/23/1998

Newspaper – 11/29/1998
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) New Century Bancorp*

Southfield, Michigan

 New Century Bank (in organization)

 Southfield, Michigan

Fed Reg – 12/14/1998

Newspaper – N/Avail

3(a)(1) Tower Financial Corporation*

Fort Wayne, Indiana

 Tower Bank & Trust Company (in organization)

 Fort Wayne, Indiana

Fed Reg – 12/14/1998

Newspaper – 12/10/98

3(a)(3) Associated Banc-Corp*

Green Bay, Wisconsin

 Windsor Bancshares, Inc.

 Minneapolis, Minnesota

 Bank Windsor

 Nerstrand, Minnesota

Fed Reg – 11/30/1998

Newspaper – 12/14/1998

* 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

S/R MidCity Financial Corporation

Chicago, Illinois

 To repurchase up to 6,000 shares of its outstanding common

 stock.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, November 21, 1998

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) *Notice by NBC Capital Corporation, Starkville, Mississippi, to

acquire First National Corporation of West Point, West Point,

Mississippi. A companion Section 4(c)(8) notice accompanies

this notice (both previously reported during the week ending

November 14, 1998).

Newspaper – 12/6/1998

Fed Reg – 12/10/1998

3(a)(3) *Notice by Union Planters Corporation, Memphis, Tennessee, to

indirectly acquire Southeast Bancorp, Inc., Corbin, Kentucky. A

companion Section 3(a)(5) notice accompanies this notice (both

previously reported during the week ending November 14,

1998).

Newspaper – 12/4/1998

Fed Reg – 12/4/1998

3(a)(5) *Notice by Union Planters Holding Corporation, Memphis,

Tennessee, a wholly owned subsidiary of Union Planters

Corporation, Memphis, Tennessee, to acquire, through merger,

Southeast Bancorp, Inc., Corbin, Kentucky. A companion

Section 3(a)(3) notice accompanies this notice (both previously

reported during the week ending November 14, 1998).

Newspaper – 12/4/1998

Fed Reg – 12/4/1998

3(a)(3) *Notice by Union Planters Corporation, Memphis, Tennessee, to

indirectly acquire First Mutual Bancorp, Inc., Decatur, Illinois.

A companion Section 3(a)(5) notice accompanies this notice.

Newspaper – 12/5/1998

Fed Reg – 12/18/1998

3(a)(5) *Notice by Union Planters Holding Corporation, Memphis,

Tennessee, a wholly owned subsidiary of Union Planters

Corporation, Memphis, Tennessee, to acquire, through merger,

First Mutual Bancorp, Inc., Decatur, Illinois. A companion

Section 3(a)(3) notice accompanies this notice.

Newspaper – 12/5/1998

Fed Reg – 12/18/1998

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

Type Application

Ending date of

comment period

4(c)(8) Notice by NBC Capital Corporation, Starkville, Mississippi, to

indirectly acquire First National Finance Company, West Point,

Mississippi, a wholly owned nonbanking subsidiary of First

National Corporation of West Point, West Point, Mississippi,

and thereby engage in credit extending activities, pursuant to

Section 225.28(b)(1) of Regulation Y. A companion Section

3(a)(3) notice accompanies this notice (both previously reported

during the week ending November 14, 1998).

Fed Reg – 12/10/1998

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

Type Application

SMBOTH Notice by First Illinois Bank, East St. Louis, Illinois, to make a

dividend payment.

Not applicable

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None
Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, November 21, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Security State Bank & Trust Company, Polson, Montana, to

establish a branch in Polson, Montana.*

11/20/1998

* 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) Superior Financial Holding Corporation, Minneapolis,

Minnesota, for prior approval to become a bank holding

company through the acquisition of 100% of the voting shares of

Commercial State Bancorporation, Two Harbors, Minnesota.*

N/Avail

3(a)(3) Fishback Financial Corporation, Brookings, South Dakota, for

prior approval to acquire 100% of the voting shares of Pipestone

Bancshares, Inc., Pipestone, Minnesota.*

12/21/1998 – Fed Reg

*Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Marquette Bancshares, Inc., Minneapolis, Minnesota, to engage

in brokering and servicing commercial real estate mortgages,

arranging commercial real estate equity financing, and

appraising real estate through the acquisition of Northland

Financial Company, Minneapolis, Minnesota.

12/07/1998

4(c)(8) Superior Financial Holding Corporation, Minneapolis,

Minnesota, to engage in general insurance agency activities

through the indirect acquisition of Commercial State Insurance

Agency, Inc., Two Harbors, Minnesota.

N/Avail
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Superior Financial Holding Corporation, Minneapolis,

Minnesota, to engage de novo in lending activities.

N/Avail

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

641654 Glacier Bank of Eureka

Eureka, Montana

06/29/1998 11/19/1998 O 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, November 21, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) / Branch People First Bank, Hennessey, Oklahoma, for prior approval to

merge with First State Bank, Hobart, Oklahoma, and incident

thereto, establish an additional branch.

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

CIC Douglas Vernon Duey, Plattsmouth, Nebraska, for prior

approval to acquire voting shares of Cass County State

Company, Plattsmouth, Nebraska; and thereby indirectly acquire

Cass County Bank, Plattsmouth, Nebraska.

Newspaper – N/Avail

Fed Reg – 12/09/1998

CIC Grady Grissom, Syracuse, Kansas, for prior approval to acquire

voting shares of Valley Bancorp, Inc., Syracuse, Kansas; and

thereby indirectly acquire The Valley State Bank, Syracuse,

Kansas.

Newspaper – N/Avail

Fed Reg – 12/04/1998

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for First Quarter of 1999

Institution Location

Exchange Bank of Missouri Fayette, Missouri

Central Bank of Missouri Sedalia, Missouri

Farmers State Bank Wallace, Nebraska

Western Bank Albuquerque, New Mexico

Anadarko Bank and Trust Co. Anadarko, Oklahoma

The First Bank of Haskell Haskell, Oklahoma

Exchange Bank & Trust Co. Perry, Oklahoma

BancFirst Oklahoma City, Oklahoma

City Bank of Weatherford Weatherford, Oklahoma

Bank of Star Valley Afton, Wyoming

Unita County State Bank Mountain View, Wyoming

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

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

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

circumstances.
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, November 21, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Robert W. Semple, Fort Worth, TX, et al, to acquire an interest

in Worth Bancorporation, Lake Worth, TX

(Previously reported the week ending November 14, 1998)

Fed Reg – 11/30/1998

Newspaper – 11/30/1998

CIC Tieman Dippel, Brenham, TX, et al, to acquire an interest in

Brenham Bancshares, Inc., Brenham, TX

(Previously reported the week ending November 7, 1998)

Fed Reg – 11/27/1998

Newspaper – 12/03/1998

3(a)(1) Woodlands Bancorp, Inc., Homer, LA,

to become a bank holding company by acquiring

First Woodlands Bank, Homer, LA*

Fed Reg – 12/18/1998

Newspaper – N/Avail

3(a)(3) Cullen Frost Bankers, San Antonio, TX, and

The New Galveston Company, Wilmington, DE, to acquire

Keller State Bank, Keller, TX*

(Previously reported the week ending November 14, 1998)

Fed Reg – 12/17/1998

Newspaper – 12/11/1998

3(a)(3) Sulpur Springs Bancshares, Inc., Sulphur Springs, TX, and

Sulphur Springs Delaware Financial Corporation, Dover, DE,

to acquire First National Bank, Sulphur Springs, TX*

(Previously reported the week ending November 7, 1998)

Fed Reg – 12/07/1998

Newspaper – 12/04/1998

* 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, November 21, 1998

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) Hancock Park Acquisition, L.L.C., and Hancock Park

Acquistion L.P., both of Inverness, Illinois, to become bank

holding companies through the acquisition of Bank of Coronado,

Coronado, California. *

Newspaper – 12/18/1998

Fed Reg – 12/18/1998

3(a)(5) Heritage Financial Corporation, Olympia, Washington, to merge

with Harbor Bancorp, Inc., and thereby indirectly acquire Bank

of Grays Harbor, both of Aberdeen, Washington. *

Newspaper – 12/10/1998

Fed Reg – 12/14/1998

3(a)(5) Heritage Financial Corporation, Olympia, Washington, to merge

with Washington Independent Bancshares, Inc., and thereby

indirectly acquire Central Valley Bank, N.A., both of Toppenish,

Washington. *

Newspaper – 12/10/1998

Fed Reg – 12/14/1998

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Wells Fargo & Company, San Francisco, California, Norwest

Mortgage, Inc., and Norwest Ventures, LLC, both of Des

Monies, Iowa, to engage in: (1) a joint venture through their

subsidiary, Service Mortgage Group, LLC, Louisville,

Kentucky; and (2) a joint venture through their subsidiary,

Academy Financial Services, LLC, Alpharetta, Georgia, in

residential mortgage lending activities.

Fed Reg – 12/04/1998
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Wells Fargo & Company, San Francisco, California, Norwest

Mortgage, Inc., and Norwest Ventures, LLC, both of Des

Moines, Iowa, to engage in a joint venture through their

subsidiary, Mortgage Professionals of Tampa Bay, LLC, Tampa,

Florida, in residential mortgage lending activities.

Fed Reg – 12/08/1998

4(c)(8) VIB Corp., El Centro, California, to acquire Bank of Stockdale,

F.S.B., Bakersfield, California, and thereby engage in the

operation of a savings association.

Fed Reg – 12/08/1998

4(c)(8) Philippine National Bank, Manila, The Philippines, and Century

Holding Corporation, Beverly Hills, California, to acquire PNB

Remittance Centers, Inc., Los Angeles, California, and thereby

engage in money remittance activities.

Fed Reg – 12/09/1998

Fed Reg - Federal Register Comment Period Ending Date

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.
Section V – Availability of CRA public evaluations

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

REVISED:

172961

North County Bank

444 S. Escondido Boulevard

Escondido, CA 92025

(760) 743-2200

06/29/1998 11/12/1998 S X

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and is not

intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no responsibility

for errors or omissions.

Section VI – CRA examinations scheduled for First Quarter of 1999

Institution Location

First Security Bank Las Vegas, NV

Capital Bank of North County Carlsbad, CA

California Center Bank Los Angeles, CA

M&I Thunderbird Bank Phoenix, AZ

Valley Independent Bank El Centro, CA

Hacienda Bank Santa Maria, CA

Bank of Ephraim Ephraim, UT

Farmers & Merchants Bank of Rockford Spokane, WA

East County Bank Antioch, CA

Regency Bank Fresno, CA

Peninsula Bank of Commerce Millbrae, CA

Golden Gate Bank San Francisco, CA

Silicon Valley Bank Santa Clara, CA

Valencia Bank Valencia, CA

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

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

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

circumstances.