Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 10

Week Ending March 6, 2004

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions February 29, 2004 to March 6, 2004

Enforcement

Cowboy State Bancorp, Inc., Ranchester, Wyoming, and Cowboy State Bank -- 

issuance of a cease and desist order.

- Announced, March 4, 2004 

(AC) = Addition or Correction Board - Page 1 of 1
February 29, 2004 to March 6, 2004

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Arvest Bank, Fayetteville, Arkansas -- to establish a branch at 4302 West Olive Street, 

Rogers.

- Approved, March 4, 2004 

St. Louis

The Bank of Marion, Marion, Virginia -- to establish a branch at 101 East Main Street.

- Approved, March 4, 2004 

Richmond

JPMorgan Chase Bank, New York, New York -- to establish a de novo branch at 4155 

Veteran's Memorial Highway, Ronkonkoma.

- Approved, March 1, 2004 

New York

JPMorgan Chase Bank, New York, New York -- to establish a branch at 743 North 

Highway 67, Cedar Hill, Texas.

- Approved, March 5, 2004 

New York

Regions Bank, Birmingham, Alabama -- to establish branches at 1114 Lost Creek 

Boulevard, Suite 100, Austin, Texas, and 1705 Highway 20 West, McDonough, Georgia.

- Approved, March 5, 2004 

Atlanta

Riverside Bank of the Gulf Coast, Cape Coral, Florida -- to establish a branch at 211 

South Tamiami Trail, Venice.

- Approved, March 4, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority February 29, 2004 to March 6, 2004

Bank Branches, Domestic

SouthTrust Bank, Birmingham, Alabama -- to establish branches at 808 Travis Street, 

Suite 110, Houston, Texas; the intersection of Highway 249 and Northpointe Boulevard; 

610 West Loop South; 1720 Highway 6, Sugarland; and the intersection of Holly Hill and 

Research Forest Drives, Woodlands.

- Approved, March 4, 2004 

Atlanta

TexasBank, Fort Worth, Texas -- to establish a branch at 816 South Crowley 

Boulevard, Crowley.

- Approved, March 3, 2004 

Dallas

Bank Holding Companies

Castle Creek Capital LLC, Rancho Santa Fe, California -- request for an exemption 

under the Depository Institutions Management Interlocks Act and Regulation L.

- Granted, March 5, 2004 

General Counsel

Credit Suisse First Boston, Zurich, Switzerland -- relief from certain commitments in 

connection with the acquisition of Warburg, Pincus Asset Management Holdings, Inc., 

New York, New York. 

- Withdrawn, March 2, 2004 

New York

First Pioneer Holding Inc., Denver, Colorado -- to become a bank holding company 

through the retention of First Western Trust Bank, a de novo bank; to engage in 

investment advisory activities through the acquisition of First Western Investment 

Management, Inc., Denver, and James Sprout & Associates, Inc., Fort Collins; and to 

engage in trust company activities through the acquisition of Poudre River Valley Trust 

Company.

- Approved, March 2, 2004 

Kansas City

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority February 29, 2004 to March 6, 2004

Bank Holding Companies

Hibernia Corporation, New Orleans, Louisiana -- to acquire Coastal Bancorp, Inc., 

Houston, Texas, and Coastal Banc, State Savings Bank and thereby engage in operating 

a savings association.

- Approved, March 5, 2004 

Atlanta

Parish National Corporation, Covington, Louisiana -- to become a bank holding 

company through the acquisition of Parish National Bank, Bogalusa.

- Withdrawn, March 5, 2004 

Atlanta

Provident Bankshares, Baltimore, Maryland -- to merge with Southern Financial 

Bancorp, Inc., Warrenton, Virginia, and thereby acquire Southern Financial Bank, 

Warrenton, and Essex Savings Bank, F.S.B., Norfolk.

- Approved, March 4, 2004 

Richmond

SWNB Bancorp, Inc., Houston, Texas, and SWNB Nevada Corporation, Las Vegas, 

Nevada -- to become bank holding companies through the acquisition of Southwestern 

National Bank, Houston.

- Approved, March 3, 2004 

Dallas

W. J. Young & Co., Clinton, Iowa -- to engage in extending credit and servicing loans.

- Approved, March 4, 2004 

Chicago

Bank Mergers

SouthTrust Bank, Birmingham, Alabama -- to merge with FloridaFirst Bank, Lakeland, 

Florida.

- Withdrawn, March 5, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority February 29, 2004 to March 6, 2004

Bank Mergers

TexasBank, Fort Worth, Texas -- to merge with Northwest National Bank of Arlington, 

Arlington, and establish a branch at 610 West Randol Mill Road.

- Approved, March 3, 2004 

Dallas

Change In Bank Control

F&M Financial Corporation, Granite Quarry, North Carolina -- to retain control of F&M 

Financial Corporation.

- Returned, March 2, 2004 

Richmond

Milan Agency, Inc., Milan, Minnesota -- to retain control of Milan Agency, Inc. and 

thereby retain control of Prairie Sun Bank in Milan.

- Permitted, March 3, 2004 

Minneapolis

State Bancorp, Inc., Bruceton Mills, West Virginia -- change in bank control.

- Permitted, March 2, 2004 

Richmond

Waseca Bancshares, Inc., Waseca, Minnesota -- change in bank control.

- Permitted, March 2, 2004 

Minneapolis

Competitive Factors Reports

Bank of the Ozarks, Little Rock, Arkansas -- report on competitive factors of the 

proposed merger with Sun Bank, Sunray, Texas.

- Submitted, March 3, 2004 

St. Louis

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

proposed merger with FNBI Interim Bank, N.A.

- Submitted, March 3, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority February 29, 2004 to March 6, 2004

Competitive Factors Reports

First State Bank of Fort Lauderdale, Fort Lauderdale, Florida -- report on competitive 

factors of a proposed change in bank control.

- Submitted, March 3, 2004 

Atlanta

First State Bank, Scottsbluff, Nebraska -- report on competitive factors of the proposed 

merger with First State Bank, Colorado Springs, Colorado.

- Submitted, March 1, 2004 

Kansas City

The Gardiner Savings Institution Federal Saving Bank, Gardiner, Maine -- report on 

competitive factors of the proposed acquisition of the Richmond branch of Northeast 

Bank, FSB, Auburn.

- Submitted, March 4, 2004 

Boston

Independence Community Bank, Brooklyn, New York -- report on competitive factors 

of the proposed merger with SI Bank & Trust, Staten Island.

- Submitted, March 4, 2004 

New York

Magic Valley Bank, Twin Falls, Idaho -- report on competitive factors of the proposed 

acquisition of the Jerome branch of Home Federal Savings and Loan Association, Nampa.

- Submitted, March 2, 2004 

San Francisco

Pacific Western National Bank, Santa Monica, California -- report on competitive factors 

of the proposed merger with Harbor National Bank, Newport Beach.

- Submitted, March 2, 2004 

San Francisco

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority February 29, 2004 to March 6, 2004

Extensions Of Time

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

Overseas Investment Corporation, New Castle, Delaware, and Citicorp Finance 

(Thailand) Limited, Bangkok, Thailand, to divest their interests in certain DPC property.

- Granted, March 3, 2004 

Secretary

MSB Holding, Inc., Montrose, Michigan -- extension to June 5, 2004, to become a bank 

holding company through the acquisition of Montrose State Bank.

- Granted, March 5, 2004 

Chicago

S&T Bancorp, Inc., Indiana, Pennsylvania -- extensions to May 25, 2004, to acquire 

shares of IBT Bancorp, Inc., Irwin, and CBT Financial Corp., Clearfield.

- Granted, March 3, 2004 

Cleveland

Financial Holding Companies

First National Bank Holding Company, Scottsdale, Arizona -- election to become a 

financial holding company.

- Effective, March 5, 2004 

San Francisco

Membership

Five Points Bank of Hastings, Hastings, Nebraska -- to become a member of the Federal 

Reserve System.

- Approved, March 5, 2004 

Kansas City

Regulations And Policies

Regulation CC -- technical amendments to appendix A to reflect restructuring of check 

processing operations in the Dallas District.

- Approved, March 2, 2004 

Secretary

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority February 29, 2004 to March 6, 2004

Securities Regulation

List of Foreign Margin Stocks -- removal of all 51 stocks from the current list.

- Published, March 2, 2004 

Director, BS&R

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

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, March 6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1)/4(c)(8) Webster Financial Corporation, Waterbury, Connecticut - to 

acquire 100% of the voting shares of Webster Bank, National 

Association and Webster D&P Holdings, Inc. (Holdings), both 

of Waterbury, Connecticut, and through Holdings, 73.6% of 

Duff & Phelps, LLC and its wholly-owned subsidiary, Duff & 

Phelps Securities, LLC, both of Chicago, Illinois

Newspaper – 03/20/2004

Fed Reg – 03/19/2004

CC David W. Wallace - notification to retain 10.004% and acquire 

up to 15% of the outstanding shares of the common stock of 

Washington Trust Bancorp, Inc., Westerly, Rhode Island

Newspaper – N/Avail

Fed Reg – N/Avail

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 6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Banco de Chile, Santiago, Chile, to convert its Miami, Florida 

Agency to a Branch.

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

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 6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, March 6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

*Branch Sky Bank, Salineville, Ohio, to establish branch facilities at 

7551 Secor Road, Lambertville, Michigan.

Newspaper – 03/09/2004

*Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Citizens Bankshares, Inc., Bluffton, Ohio to acquire The 

Citizens National Bank, Bluffton, Ohio and form a one-bank 

holding company, pursuant to the requirements of 12 U.S.C. 

1842(a)(C) and the notice procedures described in section 

225.17 of Regulation Y.

Newspaper – N/Avail 

Fed Reg – N/Avail

*4(c)(8) Application by First Commonwealth Financial Corporation, 

Indiana, Pennsylvania, to acquire GA Financial, Inc., Pittsburgh, 

Pennsylvania.

Newspaper – 03/04/2004 

Fed Reg – 03/08/2004

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

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

thereby indirectly acquire Provident Bank, Cincinnati, Ohio.

Newspaper – 03/22/2004

Fed Reg – 03/19/2004

*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

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, Ohio 44258

12/08/2003 03/02/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, March 6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) TransCommunity Bankshares Incorporated, Glen Allen, 

Virginia, to acquire Bank of Louisa, NA, Louisa, Virginia (a de

novo bank).*

Fed Reg – 03/26/2004 

Newspaper – 03/15/2004

3(a)(1) Capital One Financial Corporation, McLean, Virginia, to 

become a bank holding company with respect to CapitalOne 

Bank, Glen Allen, Virginia.*

Fed Reg – 04/02/2004 

Newspaper – 03/29/2004

4(c)(8) Capital One Financial Corporation, McLean, Virginia, to retain 

its subsidiary, Capital One, F.S.B., McLean, Virginia.*

Fed Reg – 04/02/2004

Newspaper – 03/29/2004

3(a)(5) Union Bankshares Corporation, Bowling Green, Virginia, to 

merge with Guaranty Financial Corporation, Charlottesville, 

Virginia.*

Fed Reg – N/Avail 

Newspaper – 03/19/2004

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

Member MainStreet Bank, Herndon, Virginia (a de novo bank), for 

membership in the Federal Reserve System.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD 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, March 6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

located at the northeast corner of Matlock Road and I-20, 

Arlington, Texas.*

Newspaper – N/Avail

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

located at 5251 Westheimer Road, Suite 175, Houston, Texas.*

Newspaper – 03/03/2004

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

located at 303 Beltline Place, Unit E, Decatur, Alabama.*

Newspaper – 03/06/2004

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

located at 3309 Lorna Road-Suite 13, Hoover, Alabama.*

Newspaper – 03/18/2004

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

located at 701 32nd Street South, Birmingham, Alabama, to be 

known as the 32nd Street Branch.*

Newspaper – 03/16/2004

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

located at 401 West Valley Avenue, Homewood, Alabama, to be 

known as the Homewood-West - Valley Branch.*

Newspaper – 03/16/2004

Foreign Banco Financiera Comercial Hondurena, S.A., Tegucigalpa, 

Honduras, to establish an international representative office in 

Miami, Florida.

Newspaper – N/Avail

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

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

holding company by acquiring 100 percent of the outstanding 

shares of The Citizens Bank of Gainesboro, Gainesboro, 

Tennessee.*

Newspaper – N/Avail 

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

Type Application

Ending date of

comment period

3(a)(1) Farmers Bancorp, Inc., Lynchburg, Tennessee, to become a bank 

holding company by acquiring 100 percent of the outstanding 

shares of The Farmers Bank of Lynchburg, Lynchburg, 

Tennessee.*

Newspaper – N/Avail 

Fed Reg – N/Avail

3(a)(5) GB&T Bancshares, Inc., Gainesville, Georgia, to merge with 

Southern Heritage Bancorp, Inc., and thereby acquire its 

subsidiary, Southern Heritage Bank, both of Oakwood, 

Georgia.*

Newspaper – N/Avail 

Fed Reg – N/Avail

3(a)(3) Synovus Financial Corp., Columbus, Georgia, to acquire 100 

percent of the outstanding shares of Synovus Bank of 

Jacksonville, Jacksonville, Florida (in organization).

Newspaper – 04/02/2004 

Fed Reg – 04/01/2004

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Community Bancshares, Inc., Blountsville, Alabama, to engage 

de novo in making, acquiring, brokering, or servicing loans or 

other extensions of credit, through its subsidiary, Community 

Funding Corporation, Blountsville, Alabama.

Fed Reg – 03/23/2004

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

Type Application

3(a)(1) Parish National Corporation, Covington, Louisiana, notice to 

become a bank holding company by acquiring 100 percent of the 

outstanding shares of Parish National Bank, Bogalusa, 

Louisiana.

Member Citizens Bank of Gainesboro, Gainesboro, Tennessee, to become 

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

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD 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 6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18 C & Branches Harris Trust and Savings Bank, Chicago, Illinois, to merge with 

Harris Bank Round Lake, Round Lake Heights, Illinois, and 

thereby to establish branch facilities to be located at 935 West 

Rollins Road, Round Lake Heights, Illinois, and 1310 South 

Route 12, Fox, Lake, Illinois.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(3) Bank of Montreal, Montreal, Canada; Harris Financial Corp., 

Chicago, Illinois; and Harris Bankcorp, Inc., Chicago, Illinois, to 

acquire 100 percent of New Lenox Holding Company, New 

Lenox, Illinois, and thereby indirectly acquire NLSB, New 

Lenox, Illinois.*

Fed Reg – N/Avail

Newspaper – N/Avail

CIC Notice by John R. Barlow, Mound, Minnesota and Cinda Mae 

Classon, Dows, Iowa, to each retain 26.16 percent of the voting 

shares of Barlow Banking Corporation, Iowa Falls, Iowa, and 

thereby indirectly acquire Iowa Falls State Bank, Iowa Falls, 

Iowa.

Fed Reg – 03/04/2004

Newspaper – N/Avail

3(a)(3) Grant County State Bancshares, Inc. Employees Stock 

Ownership Plan, Swayzee, Indiana, to acquire up to 35.26 

percent of the voting common stock of Grant County State 

Bancshares, Inc., Swayzee, Indiana, and thereby indirectly 

increase its control of Grant County State Bank, Swayzee, 

Indiana.*

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(3) Heartland Financial USA, Inc., Dubuque, Iowa, to acquire 100 

percent of Rocky Mountain Bancorporation, Inc., Billings, 

Montana, and thereby indirectly acquire 100 percent of Rocky 

Mountain Bank, Billings, Montana.*

Fed Reg – N/Avail

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

Type Application

Ending date of

comment period

3(a)(1) Metropolitan Capital Bancorp, Inc., Chicago, Illinois, to become 

a bank holding company by acquiring 100 percent of the voting 

shares of Metropolitan Capital Bank (in organization), Chicago, 

Illinois.*

Fed Reg – N/Avail

Newspaper – N/Avail

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

an additional 8,333 shares of Ridgestone Financial Services, 

Inc., Brookfield, Wisconsin, and thereby indirectly acquire 

Ridgestone Bank, Brookfield, Wisconsin.

Fed Reg – N/Avail

Newspaper – N/Avail

CIC Notice by Gregory T. Darga, Verona, Wisconsin, Jack D. 

Heding, Hillsboro, Wisconsin, Robert L. Hart, Elroy, Wisconsin, 

and Richard G. Busch, Gays Mills, Wisconsin, to acquire, as a 

group acting in concert, 29.18 percent of the voting shares of 

Royal Bancshares, Inc., Elroy, Wisconsin, and thereby indirectly 

acquire additional shares of Royal Bank, Elroy, Wisconsin.

Fed Reg – 03/10/2004

Newspaper – 03/10/2004

CIC Notice by John E. Gorman, Hinsdale, Illinois and Gary L. Svec, 

Naperville, Illlinois, to acquire up to 100 percent of the voting 

shares of Strategic Capital Bancorp, Inc., Champaign, Illinois, 

and thereby indirectly acquire Strategic Capital Bank, 

Champaign, Illinois.

Fed Reg – 03/10/2004

Newspaper – 03/18/2004 

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

3(a)(1) First Trust Financial Corp., Kankakee, Illinois, to become a bank 

holding company by acquiring 100 percent of the voting shares 

of First Trust Bank of Illinois, Kankakee, Illinois.
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

1917301 Lake Forest Bank & Trust Co.

727 N. Bank Lane

Lake Forest, Illinois 60045

847-615-4000

07/07/2003 03/03/2004 S X

2119773 Hinsdale Bank & Trust Co.

25 E. First St.

Hinsdale, Illinois 60521

630-323-4404

06/02/2003 03/03/2004 S X

2239288 North Shore Community Bank

1145 Wilmette Ave.

Wilmette, Illinois 60091

847-853-1145

06/16/2003 03/03/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, March 6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Arvest Bank, Fayetteville, Arkansas, to establish a branch 

facility to be located at 606 West Main Street, Cabot, Arkansas.*

Newspaper – 03/18/2004

Branch First Bank, St. Louis, Missouri, to establish a branch facility to 

be located at 755 Weber Road, Farmington, Missouri.*

Newspaper – 03/26/2004

Branch First Security Bank of Conway, Conway, Arkansas, to establish 

a branch facility to be located at 112 Volunteer's Parkway, 

Clinton, Arkansas.*

Newspaper – 03/15/2004

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3A1 Bancorp IV, Inc., Stilwell, Kansas, to become a bank holding 

company by acquiring 100 percent of Bank of Montgomery 

County, Wellsville, Missouri. (Previously submitted during the 

weeks ending February 14, 2004 and February 21, 2004.)*

Newspaper – 03/28/2004

Fed Reg – 03/19/2004

3A1 ESB Bancorp, Inc., Elberfeld, Indiana, to become a bank 

holding company by acquiring 100 percent of The Elberfeld 

State Bank, Elberfeld, Indiana.*

Newspaper – 04/12/2004

Fed Reg – N/Avail

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

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

Tennessee, and thereby indirectly acquire Merchants and 

Planters Bank, Toone, Tennessee.*

Newspaper – N/Avail 

Fed Reg – 04/05/2004

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

48374 First Financial Bank

El Dorado, Arkansas

10/27/2003 03/03/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, March 6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Martha A. Soter, Tucson, AZ; Fred J. Christenson, Fairfield, CT; 

Molly A. Hershede, Phoenix, AZ; John W. Thomson, Sioux

Falls, SD, individually and as trustee of the Nane A. Thomson 

Trust; Nane A. Thomson, Sioux Falls, SD; the Nane A. 

Thomson Trust, Sioux Falls, SD; James R. Thomson, 

Centerville, SD, individually and as trustee of the Sarah A. 

Thomson Trust, the Christopher Thomson Trust, the Alex B. 

Cole Trust, and the Erin T. Cole Trust; the Sarah A. Thomson 

Trust, Centerville, SD; the Christopher Thomson Trust, 

Centerville, SD; John E. Lindahl, Wayzata, MN, as trustee of the 

Sarah A. Thomson Trust, the Christopher Thomson Trust, the 

Alex B. Cole Trust, and the Erin T. Cole Trust; John L. 

Thomson, Minneapolis, MN, individually and as trustee of the 

John Lubar Thomson Trust, the Maddie C. Thomson Trust and 

the Joseph N. Thomson Trust; Kristine L. Thomson, 

Minneapolis, MN, as trustee of the John Lubar Thomson Trust, 

the Maddie C. Thomson Trust and the Joseph N. Thomson 

Trust; David J. Lubar, Milwaukee, WI, as trustee of the John 

Lubar Thomson Trust, the Maddie C. Thomson Trust and the 

Joseph N. Thomson Trust; the John Lubar Thomson Trust, 

Minneapolis, MN; the Maddie C. Thomson Trust, Minneapolis, 

MN; the Joseph N. Thomson Trust, Minneapolis, MN; Ann L. 

Cole, Sioux Falls, SD; the Alex B. Cole Trust, Centerville, SD; 

and the Erin T. Cole Trust, Centerville, SD, to acquire control of 

Thomson Holdings, Inc., Centerville, South Dakota, and thereby 

to indirectly acquire control of First Midwest Bank, Centerville, 

South Dakota.

Fed Reg- 03/09/2004

Newspaper – 03/10/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Notice by Anchor Bancorp, Inc. Voting Preferred Stock Trust 

No. 1, Wayzata, Minnesota and Anchor Bancorp, Inc. Voting 

Preferred Stock Trust No. 2, Wayzata, Minnesota; Jacqueline D. 

Becklund, William J. Berens, Richard D. Bliss, Carl W. Jones, 

Christopher W. Jones, Richard A. McMahon, Helen J. Warren, 

and Wendy J. Zehngebot, as trustees of each trust as a group 

acting in concert, to gain control of Anchor Bancorp, Inc., 

Wayzata, Minnesota.

Fed Reg- 03/19/2004

Newspaper – N/Avail

3(a)(3) Forstrom Bancorporation, Inc., Clara City, Minnesota, proposes 

to acquire 100% of the voting shares of First State Agency of 

Lake Lillian, Inc., Lake Lillian, Minnesota, and thereby 

indirectly acquire First State Bank, Lake Lillian, Lake Lillian, 

Minnesota.*

Fed Reg- 03/08/2004

Newspaper – N/Avail

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

4(c)(8) Citizens Bank Group, Inc., St. James, Minnesota, to engage de 

novo, in lending activities, specifically, purchasing over lines 

and loan participations.
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 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, March 6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Bank of Western Oklahoma, Elk City, Oklahoma, to purchase 

certain assets and assume certain liabilities of the Cordell, 

Oklahoma; Geary, Oklahoma; and Weatherford, Oklahoma

branches of Gold Bank, Hennessey, Oklahoma, and incident 

thereto, to establish three branches.

Newspaper – 03/26/2004

Branch MontroseBank, Montrose, Colorado, to establish a branch in the 

vicinity of Highways 92 and 133, Hotchkiss, Colorado.

Newspaper – 03/11/2004

Section II – Applications subject to both newspaper and Federal Registe r 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

295356 First Mountain Bank

409 Harrison Avenue

Leadville, Colorado 80461-3613

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

545855 Bank of Yutan

515 2nd Street

Yutan, Nebraska 68073

12/08/2003 03/01/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, March 6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Texas State Bank, McAllen, TX, to establish a branch at 901 

West Expressway 83, San Juan, TX 78589*

Newspaper – 03/17/2004

*Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(3) Summit Bancshares, Inc., Fort Worth, TX, to acquire ANB 

Financial Corporation, Arlington, TX, and indirectly acquire 

ANB Delaware Financial Corporation, Dover, DE, and

Arlington National Bank, Arlington, TX*

Fed Reg – 04/01/2004

Newspaper – N/Avail

CIC Mr. Edward B. Baker, Nacogdoches, TX, et al, to acquire an 

interest in Nacogdoches Commercial Bancshares, Inc., 

Nacogdoches, TX 

Fed Reg – N/Avail

Newspaper – 03/15/2004

*Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

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 6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18C Branch Hanmi Bank, Los Angeles, California, to merge with Pacific 

Union Bank, Los Angeles, California, and thereby acquire 12 

branch offices of Pacific Union Bank, all located in California.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Wilshire Bancorp, Inc., Los Angeles, California, to become a 

bank holding company by acquiring 100 percent of Wilshire 

State Bank, Los Angeles, California.*

Newspaper – N/Avail 

Fed Reg – 04/05/2004

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

802866 Silicon Valley Bank

3003 Tasman Drive

Santa Clara, California 95054

(408) 654-7400

10/20/2003 03/05/2004 S X

423074 Community Banks of Tracy

1003 Central Avenue

Tracy, California 95376

(209) 836-5111

11/17/2003 03/05/2004 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 Quarter of

Institution Location

None