Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 49

Week Ending December 4, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions November 28, 1999 to December 4, 1999

Bank Holding Companies

Brookline Bancorp, MHC, Brookline, Massachusetts -- to acquire shares of Medford 

Bancorp, Medford, and an interest in its subsidiary, Medford Savings Bank.

- Approved, November 29, 1999 

(AC) = Addition or Correction Board - Page 1 of 1
November 28, 1999 to December 4, 1999

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

AmTrade International Bank of Georgia, Atlanta, Georgia -- to establish a branch at 

777 Brickell Avenue, Miami, Florida.

- Approved, November 29, 1999 

Atlanta

Benchmark Community Bank, Kenbridge, Virginia -- to establish a branch at 247 

North Main Street, Chase City.

- Approved, December 1, 1999 

Richmond

Comerica Bank, Detroit, Michigan -- to establish a branch at 3097 Baldwin Road, 

Orion Township.

- Approved, December 3, 1999 

Chicago

Crestar Bank, Richmond, Virginia -- to establish a branch at 5260 Campbell 

Boulevard, White Marsh, Maryland.

- Approved, December 1, 1999 

Richmond

European American Bank, New York, New York -- to establish a branch at 309-311 

Main Street, Huntington.

- Approved, December 2, 1999 

New York

The Farmers and Merchants Bank, Prairie Grove, Arkansas -- to relocate a branch 

from 196 Main Street, Farmington, to 92 East Main Street.

- Approved, November 30, 1999 

St. Louis

First State Bank, Oklahoma City, Oklahoma -- to establish branches in Oklahoma 

City, Davenport, Harrah, and Meeker.

- Approved, November 30, 1999 

Kansas City

(AC) = Addition or Correction Delegated - Page 1 of 9
H.2 Actions under delegated authority November 28, 1999 to December 4, 1999

Bank Branches, Domestic

First Virginia Bank-Colonial, Richmond, Virginia -- to establish a night depository 

facility at 11500 Midlothian Turnpike.

- Approved, December 1, 1999 

Richmond

M&I Bank of Southern Wisconsin, Madison, Wisconsin -- to establish a branch at 

220 N. Century Avenue, Waunakee.

- Approved, December 3, 1999 

Chicago

Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at 4270 Vienna 

Road, Clio.

- Approved, December 3, 1999 

Chicago

Bank Holding Companies

Advantage Bankshares, Inc., Village of North Palm Beach, Florida -- to become a 

bank holding company through the acquisition of Advantage Bank.

- Returned, November 29, 1999 

Atlanta

Bank of Montreal, Montreal, Canada, and Bankmont Financial Corp., New York, 

New York -- to acquire Burke, Christensen and Lewis Securities, Inc., Chicago, 

Illinois, and thereby engage in discount brokerage activities.

- Approved, December 1, 1999 

Chicago

The Chase Manhattan Corporation, New York, New York -- to acquire Hambrecht 

& Quist Group and engage in nonbanking activities such as extending credit and 

servicing loans, leasing personal or real property, financial and investment advisory 

services, and securities-related activities.

- Approved, December 2, 1999 

Secretary

(AC) = Addition or Correction Delegated - Page 2 of 9
H.2 Actions under delegated authority November 28, 1999 to December 4, 1999

Bank Holding Companies

Community Bancshares, Inc., Chanute, Kansas -- to merge with Edna Bancshares, 

Inc., Edna, and thereby acquire First State Bank.

- Approved, November 29, 1999 

Kansas City

Deutsche Bank AG, Frankfurt, Federal Republic of Germany -- to engage de novo 

through a subsidiary, DB Advisors, LLC, in acting as a commodity pool operator for 

certain private limited partnerships and in certain investment advisory and 

administrative services activities.

- Approved, December 1, 1999 

New York

Exchange National Bancshares, Inc., Jefferson City, Missouri -- to acquire Mid 

Central Bancorp, Inc., Warsaw, and Osage Valley Bank.

- Approved, December 2, 1999 

St. Louis

GB&T Bancshares, Gainesville, Georgia -- to merge with UB&T Financial Services 

Corporation, Rockmart, and thereby acquire United Bank & Trust Company.

- Approved, December 2, 1999 

Atlanta

Glacier Bancorp, Inc., Kalispell, Montana -- to acquire Mountain West Bank, Coeur 

d'Alene, Idaho.

- Approved, December 3, 1999 

Minneapolis

Grain Valley Bancshares, Inc., Grain Valley, Missouri -- to become a bank holding 

company through the acquisition of shares of Bank of Grain Valley.

- Approved, December 3, 1999 

Kansas City

Marion Bancshares, Inc., Marion, Kansas -- to acquire Marion National Bank.

- Approved, December 3, 1999 

Kansas City

(AC) = Addition or Correction Delegated - Page 3 of 9
H.2 Actions under delegated authority November 28, 1999 to December 4, 1999

Bank Holding Companies

National Westmister Bank PLC, London, England -- to invest through its subsidiary, 

Natwest Group Holdings Corporation, New York, New York, in Identrus, LLC, and 

engage de novo in digital certification and data processing and data transmission 

activities.

- Approved, November 30, 1999 

New York

PAB Bankshares, Inc., Valdosta, Georgia -- to establish PAB Financial Services, 

LLC, and thereby engage de novo in financial and investment advisory services, 

agency transactional services, securities brokerage activities, and private-placement 

services.

- Approved, December 1, 1999 

Atlanta

Peregrine Corporation, Chaska, Minnesota -- to become a bank holding company 

through the acquisition of Community Bank of Chaska, a de novo bank.

- Approved, December 1, 1999 

Minneapolis

Rockhold-Brown Bancshares, Inc., Bainbridge, Ohio -- to acquire The Rockhold, 

Brown & Company Bank.

- Approved, December 1, 1999 

Cleveland

Ruff Partners Ltd., Longview, Texas -- to become a bank holding company through 

the acquisition of The First State Bank, Hallsville.

- Approved, December 2, 1999 

Dallas

Skandinaviska Enskilda Banken AB, Stockholm, Sweden -- to engage de novo in 

certain financial and investment advisory activities through its subsidiary, Enskilda 

Securities, Inc.

- Approved, November 29, 1999 

New York

(AC) = Addition or Correction Delegated - Page 4 of 9
H.2 Actions under delegated authority November 28, 1999 to December 4, 1999

Bank Holding Companies

Synovus Financial Corporation, Columbus, Georgia -- to engage de novo through a 

joint venture in certain data processing and transmission activities, including 

developing, selling, and marketing prepaid debit cards and offering payment 

processing services.

- Approved, November 29, 1999 

Atlanta

UBS AG, Zurich and Basel, Switzerland -- to acquire, through UBS (USA), Inc., 

Stamford, Connecticut, Allegis Realty Investors, LLC, and Allegis Capital LLC, both 

of Hartford; and ARI Acquisition Corporation and Agri Vest LLC, both of Boston, 

Massachusetts, and thereby engage in financial and investment advisory and 

securities brokerage activities.

- Approved, November 29, 1999 

New York

UBS AG, Zurich, Switzerland -- to acquire Global Asset Management Limited, 

Hamilton, Bermuda, and thereby engage in the United States in credit extension and 

loan servicing, investment advisory, agency transactional, and other services.

- Approved, November 29, 1999 

New York

United Bancshares, Inc., Columbus Grove, Ohio -- to acquire Bank of Leipsic 

Company, Leipsic.

- Approved, December 3, 1999 

Cleveland

Bank Mergers

F&M Bank-Kaukauna, Kaukauna, Wisconsin -- to merge with F&M Bank-Appleton, 

Appleton; F&M Bank-Algoma, Algoma; F&M Bank-Brodhead, Brodhead; F&M 

Bank-Darlington, Darlington; F&M Bank-Hilbert, Hilbert; F&M Bank-New London, 

New London; F&M Bank-Waushara County, Wautoma; and F&M Bank Trust 

Company, Kaukauna; and thereby establish branches.

- Approved, December 2, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 5 of 9
H.2 Actions under delegated authority November 28, 1999 to December 4, 1999

Bank Mergers

F&M Bank-Northeast, Pulaski, Wisconsin -- to merge with F&M Bank-Central, 

Stevens Point; F&M Bank-East Troy, East Troy; F&M Bank-Elkhorn, Elkhorn; 

F&M Bank-Grant County, Fennimore; F&M Bank-Jefferson, Jefferson; F&M BankKiel, Kiel; F&M Bank-Lakeland, Woodruff; F&M Bank-Landmark, Hudson; F&M 

Bank-Prairie du Chien, Prairie du Chien; F&M Bank-Superior, Superior; and F&M 

Bank-Winnebago County, Omro; and thereby establish branches.

- Approved, December 2, 1999 

Chicago

F&M Bank-Northeast, Pulaski, Wisconsin -- to merge with F&M Bank-Kaukauna, 

Kaukauna, and thereby establish branches.

- Approved, December 2, 1999 

Chicago

First State Bank, Oklahoma City, Oklahoma, and BancFirst Corporation -- for First 

State Bank, a de novo bank, to merge with the current First State Bank; for the bank 

to become a member of the Federal Reserve System; and for BancFirst Corporation 

to acquire First State Bank.

- Approved, November 30, 1999 

Kansas City

Midwest Bank of Western Illinois, Monmouth, Illinois -- to acquire the Aledo branch 

of Associated Bank Illinois, National Association, Rockford, and thereby establish a 

branch at 104 Southeast 3rd Avenue, Aledo.

- Approved, December 3, 1999 

Chicago

Banks, State Member

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

- Approved, November 29, 1999 

St. Louis

Change In Bank Control

Bancshares of Ripley, Inc., Ripley, Tennessee -- change in bank control.

- Permitted, December 2, 1999 

St. Louis

(AC) = Addition or Correction Delegated - Page 6 of 9
H.2 Actions under delegated authority November 28, 1999 to December 4, 1999

Competitive Factors Reports

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

competitive factors of the proposed merger with Carroll County Bank and Trust 

Company, Westminster, Maryland.

- Submitted, December 2, 1999 

Richmond

Far West Bank, Provo, Utah -- report on competitive factors of the proposed 

purchase of assets and assumption of liabilities of the Nephi, Utah, branch of 

Community First National Bank, Phoenix, Arizona.

- Submitted, November 23, 1999 (AC)

San Francisco

NextBank, N.A., Costa Mesa, California -- report on competitive factors of the 

proposed merger with NextBank Interim National Association, San Francisco.

- Submitted, December 1, 1999 

San Francisco

Panola National Bank, Carthage, Texas -- report on competitive factors of the 

proposed merger with Interim Panola National Bank.

- Submitted, December 2, 1999 

Dallas

Rockland Trust Company, Rockland, Massachusetts -- report on competitive factors 

of the proposed purchase of certain assets and assumption of certain liabilities of 12 

branches of Fleet National Bank, Providence, Rhode Island.

- Submitted, December 3, 1999 

Boston

Sovereign Bank, Wyomissing, Pennsylvania -- report on competitive factors of the 

proposed purchase of 306 branches of Fleet National Bank, Providence, Rhode 

Island; BankBoston, N.A., Boston, Massachusetts; and Fleet Bank-New Hampshire, 

Manchester, New Hampshire.

- Submitted, November 30, 1999 

Boston

(AC) = Addition or Correction Delegated - Page 7 of 9
H.2 Actions under delegated authority November 28, 1999 to December 4, 1999

Competitive Factors Reports

SunTrust Bank, Atlanta, Atlanta, Georgia -- report on competitive factors of the 

proposed merger with STI Capital Management, N.A., Orlando, Florida.

- Submitted, December 3, 1999 

Secretary

Wells Fargo Bank (Arizona), N.A., Phoenix, Arizona -- report on competitive factors 

of the proposed merger with Wells Fargo Bank, N.A., San Francisco, California.

- Submitted, December 2, 1999 

San Francisco

Extensions Of Time

Banco Popular North America, New York, New York -- extension to February 20, 

2000, to merge with Banco Popular, N.A. (Texas), Houston, Texas, and thereby 

establish branches.

- Granted, December 3, 1999 

New York

Compass Bank, Birmingham, Alabama -- extension to December 2, 2000, to 

establish a branch at Fry Road, Katy, Texas; and extension to December 10, 2000, to 

establish a branch at McDermott Highway and Highway 75, Allen.

- Granted, December 2, 1999 

Atlanta

First American Bank, Carpentersville, Illinois -- extension to June 1, 2000, to 

establish a branch at 356 Armitage Avenue, Chicago.

- Granted, November 30, 1999 

Chicago

Old Kent Financial Corporation, Grand Rapids, Michigan -- extension to February 

29, 2000, to engage de novo, through Old Kent Securities Corporation, in certain 

financial advisory and securities-related activities.

- Granted, November 30, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 8 of 9
H.2 Actions under delegated authority November 28, 1999 to December 4, 1999

Extensions Of Time

Old Mission Bancorp, Inc., Sault Ste. Marie, Michigan -- extension to March 14, 

2000, to become a bank holding company through the acquisition of Old Mission 

Bank, a de novo bank.

- Approved, December 3, 1999 

Minneapolis

West Coast Bancorp, Lake Oswego, Oregon -- extension to January 1, 2001, to 

divest an interest in Sequim Shoprite Center Partnership, Sequim, Washington.

- Granted, November 30, 1999 

San Francisco

Membership

Sacramento Commercial Bank, Sacramento, California -- membership in the Federal 

Reserve System.

- Approved, December 3, 1999 

San Francisco

Security State Bank, Lake Park, Iowa -- membership in the Federal Reserve System.

- Returned, December 1, 1999 

Chicago

(AC) = Addition or Correction Delegated - Page 9 of 9
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, December 4, 1999

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, December 4, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Banca Intessa S.P.A., Milano, Italy, to establish a branch in New

York, New York, and to establish representative offices in

Chicago, Illinois and San Francisco, California.

Newspaper – N/Avail

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

office in Boston, Massachusetts.

Newspaper – N/Avail

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

representative office in New York, New York.

Newspaper – N/Avail

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

representative office in Miami, Florida.

Newspaper – N/Avail

Branch Interchange Bank, Saddle Brook, New Jersey, to establish a

branch office located at 161 North Franklin Turnpike, Ramsey,

New Jersey.*

Newspaper – 12/10/1999

* 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) Caisse Nationale de Credit Agricola, Paris, France, to become a

bank holding company through its investment in Banco Espirito

Santo e Comercial de Lisboa, S.A., Lisbon, Portugal

(“BESCL”), through BESCL’s acquisition of Espirito Santo

Bank, Miami, Florida.*

Newspaper – 11/15/1999

Fed Reg – N/Avail

3(a)(3)/3(a)(5) Summit Bancorp, Princeton, New Jersey, to acquire NMBT

Corp., and its wholly-owned subsidiary, NMBT, both of New

Milford, Connecticut.*

Newspaper – 12/23/1999

Fed Reg – 12/20/1999

3(a)(3) Banco Santander Central Hispano, S.A., Madrid, Spain, to

acquire up to 9.64 percent of The Royal Bank of Scotland Group

Plc, Edinburgh, Scotland.*

Newspaper – N/Avail

Fed Reg – N/Avail

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

Type Application

Ending date of

comment period

4(c)(8) KBC Bank N.V., Brussels, Belgium, KBC Bank & Insurance

Holding Company, N.V., Brussels, Belgium, Almanij N.V.

(Algemene Maatschappij Voor Nijverheidskrediet), Antwerp,

Belgium, Cera Holding, Leuven, Belgium, Cera Ancora N.V.,

Leuven, Belgium, Cera Management, Leuven, Belgium, Cera

Foundation, Leuven, Belgium, to underwrite and deal in

ineligible securities to a limited extent through KBC Financial

Products (USA), Inc., New York, New York.

Fed Reg – 12/16/1999

4(c)(8) Westdeutsche Landesbank Girozentrale, Dusseldorf, Germany,

to engage de novo through its wholly-owned subsidiary, WestLB

Panmure Securities Inc. in certain nonbanking activities.

Fed Reg – 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.
Section V – Availability of CRA public evaluations

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, December 4, 1999

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) Harleysville Savings Financial Corporation, Harleysville, PA, to

form a bank holding company by acquiring Harleysville Savings

Bank, Harleysville, PA

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 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, December 4, 1999

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 Received notice of change in bank control on 11/29/1999 from

Westwood Homestead Financial Corporation ESOP Trust of its

intent to retain up to 12.7% of the voting shares of Westwood

Home Financial Corporation, Cincinnati, OH.*

Fed Reg – 12/20/1999

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

934114 The Commercial Bank

230 East Second Street

Delphos, OH 45833-0429

09/20/1999 12/02/1999 S X

576710 The Ohio Bank

236 South Main Street

Findlay, OH 45840

08/30/1999 12/04/1999 S X

Section VI – CRA examinations scheduled for 1st Quarter of 2000 (REVISED)

Institution Location

State Bank & Trust 401 Clinton Street

Defiance, OH 43512-0467

Security Dollar Bank One South Main Street

Niles, OH 44446

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, December 4, 1999

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

3(a)(1) Ridgeway Bancorp, Inc., Ridgeway, South Carolina, to become

a bank holding company through the acquisition of 100% of the

voting shares of Ridgeway Bank, Ridgeway, South Carolina.
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

216829 James River Bank-Colonial

1803 S. Church Street

Smithfield, Virginia 23430-1819

09/13/1999 12/03/1999 S X

886624 Bruceton Bank

P. O. Box 205

Bruceton Mills, West Virginia 26525

09/20/1999 12/03/1999 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, December 4, 1999

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

4(c)(8) Compass Bancshares, Inc., Birmingham, Alabama, prior notice

by Compass Bancshares, Inc., Birmingham, Alabama, to acquire

MegaBank Financial Corporation, and indirectly acquire

MegaBank, both of Englewood, Colorado, and thereby engage

in operating a savings association pursuant to section 4(c)(8) of

the Bank Holding Company Act and section 225.28(b)(4)(ii) of

Regulation Y.

*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

4(c)(8) Compass Bancshares, Inc., Birmingham, Alabama, prior notice

by Compass Bancshares, Inc., Birmingham, Alabama, to acquire

MegaBank Financial Corporation, and indirectly acquire

MegaBank, both of Englewood, Colorado, and thereby engage

in community development activities pursuant to section 4(c)(8)

of the Bank Holding Company Act and section 225.28(b)(12) of

Regulation Y.

COM International Bancorp of Miami, Inc., Miami, Florida,

commitment waiver request.

COM Evergreen Bancshares, Inc., Tallahassee, Florida, commitment

waiver request.

4(c)(8) Mid State Banks, Inc., Cordele, Georgia, to engage in insurance

agency activities and finance insurance premiums through its

subsidiary, Mid State Financial Group, Inc., d/b/a Mid State

Insurance Agency, Hawkinsville, Georgia (Agency), pursuant to

section 4(c)(8) of the Bank Holding Company Act, and sections

225.28(b)(11) and 225.28(b)(1) of Regulation Y. Agency will

hold the two companies to be acquired, Taylor & Towson

Insurance Agency and Taylor & Towson Insurance Finance

Company, both of Ocilla, Georgia, as separate subsidiaries.

COM SunTrust Banks, Inc., Atlanta, Georgia, commitment waiver

request.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.
Section V – Availability of CRA public evaluations

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

86132 1

st Northwest Florida Bank

Post Office Box 3040

Ft. Walton Beach, Florida 32548

(850) 244-9293

08/16/1999 12/02/1999 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, December 4, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Old Kent Bank

Grand Rapids, Michigan

 4270 Vienna Road

 Clio, Michigan

Newspaper – 11/26/1999

Branch Old Kent Bank

Grand Rapids, Michigan

 525 Romence Road

 Portage, Michigan

Newspaper – 12/13/1999

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

Type Application

Ending date of

comment period

3(a)(3) Clintonville Bancshares, Inc.*

Clintonville, Wisconsin

 Nichols Bancorp, Inc.

 Nichols, Wisconsin

 Neighborhood State Bank

 Nichols, Wisconsin

Fed Reg – 12/24/1999

Newspaper – 12/13/1999

3(a)(1) Terre Haute Savings MHC, Inc.*

Terre Haute, Indiana

 Terre Haute Savings Bank

 Terre Haute, Indiana

Fed Reg – N/Avail

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2687133 Premier Bank

1975 John F. Kennedy Road

Dubuque, Iowa 52011-3154

(319) 588-1000

07/26/1999 11/29/1999 S X

539340 DeMotte State Bank

210 S. Halleck Street

DeMotte, Indiana 46310-0400

(219) 987-4141

07/21/1999 12/02/1999 O X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, December 4, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

5(d)(3) Notice by Effingham State Bank, Effingham, Illinois, to

purchase certain assets and assume certain liabilities of the

Greenville, Illinois branch office of Associated Bank Illinois,

N.A., Rockford, Illinois. (Previously reported during the week

ending November 27, 1999)*

12/28/1999

Branch Notice by Fifth Third Bank of Kentucky, Inc., Louisville,

Kentucky, to establish a branch at Boggs Lane at Eastern Bypass

(the Richmond Mall), Richmond, Kentucky.*

11/26/1999

* 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) Companion notices by First Banks, Inc., Creve Coeur, Missouri,

and its subsidiary bank holding company, First Banks of

America, Inc., Clayton, Missouri, to acquire Lippo Bank, San

Francisco, California. (Previously reported during the week

ending November 27, 1999)*

Newspaper – 12/17/1999

Fed Reg – 12/30/1999

3(a)(1) Notice by ASB Management Corp., Anna, Illinois, to acquire

Anne State Bank, Anna, Illinois. (Previously reported during the

week ending November 27, 1999)*

Newspaper – 12/24/1999

Fed Reg –1/4/2000

3(a)(3) Notice by Maries County Bancorp, Inc., Vienna, Missouri, to

acquire 9.33 percent of Branson Bancshares, Inc., Branson,

Missouri.*

Newspaper – 1/8/2000

Fed Reg –1/3/2000

3(a)(1) Notice by Branson Bancshares, Inc., Branson, Missouri, to

acquire Branson Bank, Branson, Missouri (in organization).*

Newspaper – N/Avail.

Fed Reg – N/Avail.

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

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

833646 Bank of Cairo & Moberly

Moberly, Missouri

8/23/1999 12/3/1999 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, December 4, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) First State Bank of Rushmore KSOP Plan and Trust,

Worthington, MN, for prior approval to increase its ownership

interest in First Rushmore Bancorporation, Inc., Worthington,

MN, from 30.0% to 35.7%.*

Fed Reg – 01/04/2000

3(a)(1) Rivers Ridge Holding Company, Edina, Minnesota, for prior

approval to become a bank holding company through the

acquisition of 100% of the voting shares of BankVista, Sartell,

Minnesota, a de novo bank.*

Fed Reg – 10/25/1999**

* Subject to the provisions of the Community Revinvestment Act.

** This application was previously filed and subsequently withdrawn. The application has now been

resubmitted to this Reserve Bank. Under established procedures, the applicant is not required to republish the

newspaper and Federal Register notices.

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

763556 Plaza Park State Bank

Waite Park, Minnesota

8/2/1999 12/2/1999 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, December 4, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Bank of Colorado, Fort Lupton, Colorado to merge with The

Burns National Bank of Durango, Durango, Colorado, and

thereby establish a branch facility.

FedReg – 12/30/1999

18(c) Gold Bank, Leawood, Kansas, to merge with each of its wholly

owned Kansas banks into a single state member bank and

thereby establish a branch.

Newspaper – N/Available

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

Type Application

Ending date of

comment period

3(a)(3) Grand Valley Corporation, Grand Junction, Colorado, for prior

approval to acquire 90 percent of the voting shares of Heber

Valley National Bank, a De Novo bank, Heber City, Utah.

FedReg – 1/03/2000

3(a)(3) Pinnacle BC, Central City, Nebraska, for prior approval to

acquire 100 percent of the voting shares of The Burns National

Bank of Durango, Durango, Colorado, and Western Bank,

Gallup, New Mexico.

FedReg – 12/30/1999

3(a)(3) Team Financial, Paola, Kansas, for prior approval to acquire

100 percent to the voting shares of Fort Calhoun Investment,

Co., Fort Calhoun, Nebraska, and thereby indirectly acquire Fort

Calhoun State Bank, Fort Calhoun, Nebraska.

FedReg – 12/17/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Team Financial, Paola, Kansas, to acquire Fort Calhoun

Investment, Co., Fort Calhoun, Kansas, and thereby engage in

insurance activities.

FedReg 12/17/1999
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

Member Gold Bank, Leawood, Kansas, for prior approval 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

2396583 Bank of Nichols Hills

Oklahoma City, Oklahama

09/13/1999 12/02/1999 S X

625850 Bank of Versailles

Versailles, Missouri

09/13/1999 12/02/1999 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, December 4, 1999

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

3(a)(1) Panola National Bancshares, Inc., Carthage, TX, to acquire

Panola National Bancshares of Delaware, Inc., Wilmington, DE,

and Panola National Bank, Carthage, TX*

3(a)(1) Panola National Bancshares of Delaware, Inc., Wilmington, DE,

to acquire Panola National Bank, Carthage, TX*

*Subject to the provisions of the Community Reinvestment Act
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, December 4, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Placer Sierra Bank, Auburn, California, to establish a branch

office at 3919 Park Drive, El Dorado Hills, California. *

Newspaper - 12/03/1999

* 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) Security Bank Holding Company and Security Bank Holding

Company ESOP, both of Coos Bay, Oregon, to acquire

Willamette Valley Bank, Salem, Oregon. *

Newspaper - 10/18/1999

Fed Reg - 12/30/1999

* 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) Humboldt Bancorp, Eureka, California, to acquire Capitol Thrift

and Loan Association, Napa, California.

Fed Reg - 01/03/2000

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

714361 First American Bank

8941 East Valley Boulevard

Rosemead, CA 91770

(626) 287-6100

08/02/1999 11/30/1999 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