Federal Reserve Release 

H.2 

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received 

No. 43 

Week Ending October 26, 2002 

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions October 20, 2002 to October 26, 2002 

Forms 

Forms -- revision of the Financial Statements for Bank Holding Companies (FR Y-9) 

series of reports. 

- Approved, October 21, 2002 

Enforcement 

United Central Bank, Garland, Texas -- amendment, dated October 11, 2002, to a 

cease and desist order of November 13, 2000. 

- Announced, October 23, 2002 

(AC) = Addition or Correction Board - Page 1 of 1 
H.2 Actions under delegated authority October 20, 2002 to October 26, 2002 

BS&R 

C&CA 

FOMC 

Banking Supervision and Regulation 

Consumer and Community Affairs 

Federal Open Market Committee 

RBOPS 

IF 

OSDM 

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

Bank Branches, Domestic 

Philadelphia 

Equity Bank, Marlton, New Jersey -- to establish a branch at 24 Cedar Street, Lititz, 

Pennsylvania. 

- Approved, October 23, 2002 

Cleveland 

Fifth Third Bank, Cincinnati, Ohio -- to establish branches at 109 Liberty Square, 

Hurricane, West Virginia, and 128 Capital Street, Charleston. 

- Approved, October 21, 2002 

Richmond 

First Charter Bank, Charlotte, North Carolina -- to establish a branch at 16719 Birkdale 

Commons Parkway, Huntersville. 

- Approved, October 25, 2002 

Chicago 

M&I Marshall & Ilsley Bank, Milwaukee, Wisconsin -- to establish branches at 13951 

West Thomas Road, Goodyear, Arizona; Arizona Avenue and Germann Road, Chandler; 

Val Vista Drive and Williams Field Road, Gilbert; and Westland and Scottsdale Roads, 

Scottsdale. 

- Approved, October 21, 2002 

Atlanta 

Regions Bank, Birmingham, Alabama -- to establish a branch at 8351 East Walker 

Springs Lane, Knoxville, Tennessee. 

- Approved, October 23, 2002 

Cleveland 

Sky Bank, Salineville, Ohio -- to establish a branch at 1669 West 5th Avenue, Columbus. 

- Approved, October 22, 2002 

(AC) = Addition or Correction Delegated - Page 1 of 8 
H.2 Actions under delegated authority October 20, 2002 to October 26, 2002 

Bank Branches, Domestic 

Secretary 

SunTrust Bank, Atlanta, Georgia -- to establish branches at 2075 South Hairston Road, 

Decatur, and 9259F Airport Boulevard, Orlando, Florida. 

- Approved, October 24, 2002 

Chicago 

Unionbank, Streator, Illinois -- to establish a branch at 208 East Veteran's Parkway, 

Yorkville. 

- Approved, October 23, 2002 

Bank Holding Companies 

Dallas 

Beltline Bancshares, Inc., Dallas, Texas, and Security Bank Holding Company, 

Wilmington, Delaware -- to become bank holding companies through the acquisition of 

Security Bank, National Association, Garland, Texas. 

- Approved, October 22, 2002 

Dallas 

Central Texas Financial Corp., Cameron, Texas, and Milam Financial Corp., Wilmington, 

Delaware -- to become bank holding companies through the acquisition of Citizens 

National Bank, Cameron, Texas. 

- Approved, October 24, 2002 

Cleveland 

Charter One Financial, Inc., Cleveland, Ohio -- modification of a commitment. 

- Granted, October 25, 2002 

Atlanta 

Commerce Bancshares, Inc., White Castle, Louisiana -- to become a bank holding 

company through the acquisition of The Bank of Commerce. 

- Approved, October 21, 2002 

St. Louis 

Commerce Holding Corporation, Corinth, Mississippi -- to become a bank holding 

company through the acquisition of Commerce National Bank. 

- Approved, October 25, 2002 

(AC) = Addition or Correction Delegated - Page 2 of 8 
H.2 Actions under delegated authority October 20, 2002 to October 26, 2002 

Bank Holding Companies 

Minneapolis 

Community Financial Corporation, Owatonna, Minnesota -- to become a bank holding 

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

- Withdrawn, October 22, 2002 

Chicago 

Fidelity Company, Dyersville, Iowa -- to acquire Worthington Bancorporation, 

Worthington, and State Bank. 

- Approved, October 22, 2002 

St. Louis 

First Banks, Inc., St. Louis, Missouri -- to engage in investment advisory activities 

through the acquisition by Allegiant Bancorp, Inc. of Investment Counselors Incorporated. 

- Approved, October 22, 2002 

Kansas City 

Gold Banc Corporation, Inc., Leawood, Kansas -- to acquire George K. Baum Trust 

Company, a Missouri nondepository trust company. 

- Approved, October 22, 2002 

Richmond 

JCO Ventures, LLC, Union, South Carolina -- to become a bank holding company 

through retention of control of JCO Partners, LP and JCO Partners II, LP, and thereby 

indirectly control Arthur State Bancshares, Inc., and Arthur State Bank; Chesnee State 

Bancshares, Inc., Chesnee, and Carolina State Bank; and Woodruff State Bancshares, 

Inc., Woodruff, and Pinnacle State Bank. 

- Approved, October 22, 2002 

Kansas City 

Peoples Bancorp., Red Cloud, Nebraska -- to become a bank holding company through 

the acquisition of Peoples-Webster County Bank. 

- Approved, October 24, 2002 

(AC) = Addition or Correction Delegated - Page 3 of 8 
H.2 Actions under delegated authority October 20, 2002 to October 26, 2002 

Bank Holding Companies 

Dallas 

Quitaque National Corporation, Quitaque, Texas, and Quitaque National Corporation of 

Delaware, Wilmington, Delaware -- to become bank holding companies through the 

acquisition of The First National Bank of Quitaque, Quitaque. 

- Approved, October 25, 2002 

Dallas 

Woodforest Financial Group, Inc., The Woodlands, Texas, and Sun Belt Bancshares 

Corporation, Wilmington, Delaware -- to acquire an interest in Main Street National 

Bank, Cleveland, Texas. 

- Approved, October 24, 2002 

Bank Mergers 

Cleveland 

Sand Ridge Bank, Highland, Indiana -- to acquire through an internal reorganization The 

Bright National Bank, Flora, and National Bank of Hastings, Hastings, Michigan, and 

thereby establish branches. 

- Approved, October 22, 2002 

Richmond 

Shore Bank, Onley, Virginia -- to purchase certain assets and assume certain liabilities of 

the Salisbury, Maryland, branch of Susquehanna Bank, Baltimore. 

- Approved, October 25, 2002 

Banks, Foreign 

Director, BS&R 

China Merchants Bank, Shenzhen, People's Republic of China -- to establish a 

representative office in New York, New York. 

- Approved, October 22, 2002 

Change In Bank Control 

Dallas 

Diboll State Bancshares, Inc., Diboll, Texas -- change in bank control. 

- Permitted, October 22, 2002 

(AC) = Addition or Correction Delegated - Page 4 of 8 
H.2 Actions under delegated authority October 20, 2002 to October 26, 2002 

Change In Bank Control 

Chicago 

First Equity Corp., Skokie, Illinois -- change in bank control. 

- Permitted, October 21, 2002 

Minneapolis 

Flathead Lake Bancorporation, Inc., Polson, Montana -- change in bank control. 

- Permitted, October 25, 2002 

San Francisco 

National Mercantile Bancorp, Los Angeles, California -- change in bank control. 

- Permitted, October 22, 2002 

Atlanta 

Twin Cities Financial Services, Inc., Maryville, Tennessee -- change in bank control. 

- Permitted, October 23, 2002 

Competitive Factors Reports 

Secretary 

Bay Cities National Bank, Redondo Beach, California -- report on competitive factors of 

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

Torrance branch of Bank of Orange County, Fountain Valley. 

- Submitted, October 23, 2002 

New York 

BPABank, National Association, Newark, New Jersey -- report on competitive factors 

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

Springfield, Massachusetts branch of Woronoco Savings Bank, Westfield. 

- Submitted, October 23, 2002 

Cleveland 

Community Plus Savings Bank, Rochester Hills, Michigan -- report on competitive 

factors of the proposed merger with Interim One Federal Savings Bank and Interim Two 

Federal Savings Bank as part of a mutual holding company conversion and reorganization. 

- Submitted, October 23, 2002 

(AC) = Addition or Correction Delegated - Page 5 of 8 
H.2 Actions under delegated authority October 20, 2002 to October 26, 2002 

Competitive Factors Reports 

Cleveland 

Fidelity Savings Bank, Pittsburgh, Pennsylvania -- report on competitive factors of the 

proposed merger with First Pennsylvania Savings Association. 

- Submitted, October 23, 2002 

Kansas City 

The First National Bank and Trust Company, Chickasha, Oklahoma -- report on 

competitive factors of the proposed merger with Tri Star National Bank, Blanchard. 

- Submitted, October 22, 2002 

New York 

First Niagara Bank, Lockport, New York -- report on competitive factors of the 

proposed acquisition of Savings Bank of the Finger Lakes, FSB, Geneva. 

- Submitted, October 23, 2002 

Kansas City 

The First State Bank of Kansas City, Kansas City, Kansas -- report on competitive 

factors of the proposed merger with The Lawrence Bank, Lawrence. 

- Submitted, October 22, 2002 

Chicago 

Liberty National Bank, Sioux City, Iowa -- report on competitive factors of the proposed 

purchase of assets and assumption of liabilities of the Sioux City branch of Frontier Bank, 

Rock Rapids. 

- Submitted, October 25, 2002 

Cleveland 

Prospect Bank, Columbus, Ohio -- report on competitive factors of the proposed merger 

with Prospect Interim Bank, Worthington. 

- Submitted, October 23, 2002 

Dallas 

Texas National Bank, Tomball, Texas -- report on competitive factors of the proposed 

merger with Tomball Interim Bank, National Association. 

- Submitted, October 21, 2002 

(AC) = Addition or Correction Delegated - Page 6 of 8 
H.2 Actions under delegated authority October 20, 2002 to October 26, 2002 

Competitive Factors Reports 

New York 

Trustco Municipal Bank, Schenectady, New York -- report on competitive factors of the 

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

Savings Bank, Canajoharie. 

- Submitted, October 24, 2002 

St. Louis 

The Weakley County Bank, Dresden, Tennessee -- report on competitive factors of the 

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

banking operations of Farmers Bank and Trust Company, Blytheville, Arkansas. 

- Submitted, October 23, 2002 

Chicago 

West Michigan National Bank & Trust, Frankfort, Michigan -- report on competitive 

factors of the proposed merger with WMNB Interim National Bank. 

- Submitted, October 25, 2002 

Extensions Of Time 

Cleveland 

Dallas 

Dallas 

Fifth Third Bank, Cincinnati, Ohio -- extension to October 24, 2003, to establish a 

branch at 3075 Mallory Lane, Franklin, Tennessee. 

- Granted, October 21, 2002 

Horizons Bancorp, Inc., Monroe, Louisiana -- extension to January 24, 2003, to merge 

with American National Bancshares, Inc., Ruston, and thereby acquire American Bank, 

N.A. 

- Granted, October 22, 2002 

Texas National Bancshares, Inc., Tomball, Texas, and Tomball Capital Corporation, 

Wilmington, Delaware -- extension to January 3, 2003, to become bank holding 

companies through the acquisition of Texas National Bank, Tomball, Texas. 

- Granted, October 11, 2002 (AC) 

(AC) = Addition or Correction Delegated - Page 7 of 8 
H.2 Actions under delegated authority October 20, 2002 to October 26, 2002 

Extensions Of Time 

Atlanta 

United Community Bankshares of Florida, Inc., Orlando, Florida -- extension to 

November 8, 2002, to become a bank holding company through the acquisition of United 

Heritage Bank and Community National Bank of Mid-Florida, Lake Mary. 

- Granted, October 24, 2002 

Membership 

Boston 

Community Guaranty Savings Bank, Plymouth, New Hampshire -- membership in the 

Federal Reserve System. 

- Approved, October 25, 2002 

(AC) = Addition or Correction Delegated - Page 8 of 8 
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, October 26, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

4(c)(8) Boston Private Financial Holdings, Inc., Boston, Massachusetts - Fed Reg - N/Avail 

notice to acquire up to 33% of Coldstream Holdings, Inc. and its 

wholly-owned subsidiaries, Coldstream Capital Management, 

Inc. and Coldstream Securities, Inc., all of Bellevue, Washington 

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

Type Application 

4(j)(5)(B) The Royal Bank of Scotland Group plc, Edinburgh, Scotland, 

United Kingdom and its domestic bank holding company 

subsidiary, Citizens Financial Group, Inc., Providence, Rhode 

Island - to acquire an approximate 20% Class D membership 

interest in PULSE EFT Association, Houston, Texas 
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 Regul ation 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 performanc e 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 Examination CRA CRA Exam type 

number Institution/Location date public date 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, October 26, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Representative 

Office 

The Daiwa Bank, Limited, Osaka, Japan, to establish a 

representative office in New York, New York. 

Newspaper – N/Avail 

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

branch office at 777 Bedford Road, Bedford Hills, New York. 

Newspaper – N/Avail 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Applic ation 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 C FR 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 Examination CRA CRA Exam type 

number Institution/Location date public date 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, October 26, 2002 

Section I – Applications subject to newspaper notice only 

Type Application 

Ending date of 

comment period 

Branch Premier Bank, Doylestown, PA, to establish a branch office Newspaper - 11/05/2002 located at 801 Old York Road, Abington, PA. 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 C RA public evaluations are now available. 

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date 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, October 26, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Notice by Fifth Third Bank, Michigan, Grand Rapids, MI to Newspaper - 10/15/2002 

establish a branch at 430 South Randal Road, Algonquin, IL.* 

*Subject to the provisions of the Community Reinvestment Act. 

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

Ending date of 

Type Application comment period 

3(a)(3) Application by KeyCorp, Cleveland, OH and Buffalo Acquiror Newspaper - 11/14/2002 

Sub, Inc., Cleveland, OH to acquire all voting shares of Union Fed Reg - 11/18/2002 

Bankshares, Inc., Denver, CO and Union Bank & Trust, Denver, 

CO pursuant to Section 3(a)(3) of the Bank Holding Company 

Act.* 

*Subject to the provisions of the Community Reinvestment Act. 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 Reinvestm ent 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 consid ering 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 perf ormance 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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, October 26, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch New Peoples Bank, Inc., Honaker, Virginia, to establish a 

branch at the intersection of State Routes 80 and 600, 

Davenport, Virginia.* 

Newspaper - 11/04/2002 

Branch Gateway Bank & Trust Co., Elizabeth City, North Carolina, to 

establish a branch at 575 Cedar Road, Chesapeake, Virginia.* 

Newspaper - 11/08/2002 

*Subject to the provisions of the Community Reinvestment Act. 

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

Ending date of 

Type Application comment period 

CIC Notice of Change in Control filed by Charles F. Sposato to Fed Reg - 12/12/2002 

acquire in excess of 10% of the voting shares of Cecil Bancorp, Newspaper - N/Avail 

Inc., Elkton, Maryland. 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 Reg ulation 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 considerin g 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 performa nce 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 Examination CRA CRA Exam type 

number Institution/Location date public date 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, October 26, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Colonial Bank, Montgomery, Alabama, to establish a branch 

located at 5220 Summerlyn Commons Boulevard, Ft. Myers, 

Florida.* 

Branch First Community Bank, Debary, Florida, to establish a branch 

located at 450 N. McDonald Avenue, Deland, Florida.* 

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

located at 2000 Island Circle Park, Mt. Pleasant, South 

Carolina.* 

Newspaper-10/25/2002 

Newspaper-11/17/2002 

Newspaper-10/24/2002 

*Subject to provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

3(a)(1) Pinnacle S-Corp, Inc., Elberton, Georgia, to become a bank 

holding company by acquiring Pinnacle Financial Corporation, 

and its subsidiary, Pinnacle Bank, both of Elberton, Georgia.* 

CIC FMB Bancshares, Inc., Lakeland, Georgia, Prior change in 

control notice by Lee Investments, LLP (William Larry Lee, 

Ann S. Lee, their son, William Alexander Lee, and their 

daughter, Mary Carol Lee Green), to acquire 14.32 percent of 

the outstanding shares of FMB Bancshares, Inc., Lakeland, 

Georgia. 

3(a)(3) Southwest Florida Community Bancorp, Inc., Fort Myers, 

Florida, to acquire 50 percent of the outstanding shares of 

Sanibel Captiva Community Bank, Sanibel, Florida (in 

organization).* 

Newspaper - N/Avail 

Fed Reg – N/Avail 

Newspaper – N/Avail 

Fed Reg - N/Avail 

Newspaper-11/15/2002 

Fed Reg-11/21/2002 
Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

COM Red River Bancshares, Inc., commitment waiver request. 

COM The PB Financial Services Corporation, Duluth, 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 institut ion 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 Examination CRA CRA Exam type 

number Institution/Location date public date 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, October 26, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Community First Bank, Boscobel, Wisconsin, to establish a 

branch facility to be located at 715 Broadway Street, Baraboo, 

Wisconsin 

18C & Branches Midwest Bank and Trust Company, Elmwood Park, Illinois, to 

merge with Fairfield Savings Bank, F.S.B., Long Grove, Illinois 

and thereby to establish branches.* 

Branch Tri-County Bank, Brown City, Michigan, to establish a branch 

facility to be located at 4436 Main Street, Brown City, 

Michigan.* 

Newspaper – N/Avail 

Newspaper – 11/06/2002 

Newspaper – N/Avail 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

3(a)(3 &) 3(a)(5) Backlund Investment Co., Peoria, Illinois, to ac quire 100 percent 

of each of the following: Astoria Investment Company, Astoria, 

Illinois, and thereby indirectly acquire Farmers State Bank, 

Astoria, Astoria, Illinois; Bartonville Investment Co., Peoria, 

Illinois, and thereby indirectly acquire Bartonville Bank, 

Bartonville, Illinois; Backlund-White, Inc., Peoria, Illinois, and 

thereby indirectly acquire Glasford State Bank, Glasford, 

Illinois; Backlund -Scott Company, Wyoming, Illinois and 

thereby indirectly acquire Wyoming Bank & Trust Company, 

Wyoming, Illinois, Dunlap Bank, Dunlap, Illinois; and to 

acquire control of at least 25 percent of the voting shares of 

Hopedale Investment Company, Hopedale, Illinois, and thereby 

indirectly acquire Community Bank of Hopedale, Hopedale, 

Illinois.* 

Fed Reg – 11/18/2002 

Newspaper – 11/12/2002 
Section II – Applications subject to both newspaper and Federal Register notice 

Ending date of 

Type Application comment period 

CIC Notice by Steven M. Eldred, Beloit, Wisconsin, as voting trustee 

of the Helen M. Eldred Voting Trust and the John M. Eldred 

Voting Trust; and the Eldred Family Limited Partnership I and 

Eldred Family Limited Partnersh ip II, both located in Beloit, 

Wisconsin, to gain control of Centre 1 Bancorp, Inc., Beloit, 

Wisconsin, and thereby indirectly acquire First National Bank 

and Trust Company of Beloit, Beloit, Wisconsin. 

3(a)(3) Herky Hawk Financial Corp., Monticello, Iowa, to acquire 100 

percent of Munter Agency, Inc., Strawberry Point, Iowa, and 

thereby indirectly acquire Union Bank & Trust Company, 

Strawberry Point, Iowa.* 

3(a)(3) Mahaska Investment Company, Oskaloosa, Iowa, to acquire 100 

percent of Belle Plaine Service Corporation, Belle Plaine, Iowa, 

and thereby indirectly acquire Citizens Bank and Trust 

Company, Hudson, Iowa.* 

4(c)(8) Midwest Banc Holdings, Inc., Elmwood Park, Illinois, to merge 

with Big Foot Financial Corporation, Long Grove, Illinois, and 

thereby indirectly acquire Fairfield Savings Bank, F.S.B., Long 

Grove, Illinois, and thereby operate a savings association.* 

Fed Reg – 10/22/2002 

Newspaper – 10/28/2002 

Fed Reg – 11/22/2002 

Newspaper – N/Avail 

Fed Reg – 11/18/2002 

Newspaper – N/Avail 

Fed Reg – 11/15/2002 

Newspaper – 11/18/2002 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

Membership Southwest Bank of St. Louis, St. Louis, Missouri, 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 im plemented 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 accou nt 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 instit ution'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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

991135 The State Bank of Geneva 

22 S. 4th Sreet 

06/10/2002 10/23/2002 S X 

Geneva, Illinois 60134 

(630) 232-3200 

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, October 26, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

18C Branch First Bank, Creve Coeur, Missouri, to merge with Bank of Ste. Newspaper – 11/27/2002 

Genevieve, Sainte Genevieve, Missouri, and to retain the 

acquired facilities as full service branch offices at the existing 

locations.* 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

CIC Notice by Harrell Investment Partners Limited Partnership, 

Camden, Arkansas, and Searcy W. Harrell, Jr. and Peggy 

Harrell, as general partners, to gain control of Harrell 

Bancshares, Inc., Camden, Arkansas. 

CIC Notice by immediate family members consisting of Terry E. 

Forcht, Marion C. Forcht, Theodore B. Forcht, Rodney S. 

Shockley, and Laurie S. Shockley, acting in concert to retain 

control of Green County Bancshares, Inc., Corbin, Kentucky. 

CIC Notice by immediate family members consisting of Terry E. 

Forcht, Marion C. Forcht, Theodore B. Forcht, Rodney S. 

Shockley, and Laurie S. Shockley, acting in concert to retain 

control of Campbellsville Bancorp, Inc., Corbin, Kentucky. 

CIC Notice by immediate family members consisting of Terry E. 

Forcht, Marion C. Forcht, Theodore B. Forcht, Rodney S. 

Shockley, and Laurie S. Shockley, acting in concert to retain 

control of PRP Bancorp, Inc., Corbin, Kentucky. 

Newspaper – N/Avail 

Fed Reg – 11/12/2002 

Newspaper – 11/20/2002 

Fed Reg – N/Avail 

Newspaper – 11/20/2002 

Fed Reg – N/Avail 

Newspaper – 11/20/2002 

Fed Reg – N/Avail 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

912578 Heritage State Bank 

Lawrenceville, Illinois 

07/08/2002 10/21/2002 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, October 26, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

3(a)(3) State Bankshares, Inc., Fargo, North Dakota, to acquire 100% of 

State Bank of Moorhead, Moorhead, Minnesota.* 

3(a)(3) TCF Financial Corporation, Wayzata, Minnesota, to acquire an 

additional 5.00%, thereby increasing its total ownership to 

9.99%, of the voting shares of MainStreet BankShares, Inc., 

Martinsville, Virginia , which owns Smith River Community 

Bank, N.A., Martinsville, Virginia, and Franklin Community 

Bank, N.A., Rocky Mount, Virginia, a de novo bank.* 

CIC Notice by David C. Arnold, North Mankato, Minnesota, to ga in 

control of Voyager Financial Services Corporation, Edina, 

Minnesota, and thereby indirectly gain control of Voyager Bank, 

Eden Prairie, Minnesota. 

CIC Marie Gillespie, LaGrange Park, Illinois, as trustee of the Lak e 

Bank Shares, Inc. Employee Stock Ownership Plan, Emmons, 

Minnesota, to gain control of Lake Bank Shares, Inc., Emmons, 

Minnesota, and thereby indirectly gain control of Security Bank 

of Minnesota, Albert Lea, Minnesota, and First State Bank of 

Emmons, Emmons, Minnesota. 

CIC Robert B. Whitlock, Minneapolis, Minnesota, to retain control 

as trustee of Lake Bank Shares, Inc. Employee Stock Ownership 

Plan, Emmons, Minnesota, and thereby indirectly retain control 

of Lake Bank Shares, Inc., Emmons, Minnesota, which owns 

Security Bank of Minnesota, Albert Lea, Minnesota, and First 

State Bank of Emmons, Emmons, Minnesota. 

Fed Reg – 11/01/2002 

Newspaper – N/Avail 

Fed Reg – 11/18/2002 

Newspaper – 11/04/2002 

Fed Reg – N/Avail 

Newspaper – N/Avail 

Fed Reg – 10/21/2002 

Newspaper – N/Avail 

Fed Reg – 10/21/2002 

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

Ending date of 

Type Application comment period 

CIC Jonathon H. Berg, M.D., Northwood, North Dakota, as trustee of Fed Reg – 10/21/2002 

the Herbert A. Lund Revocable Trust, to gain control of Lake Newspaper – N/Avail 

Bank Shares, Inc., Emmons, Minnesota, and thereby indirectly 

gain control of Security Bank of Minnesota, Albert Lea, 

Minnesota, and First State Bank of Emmons, Emmons, 

Minnesota. 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

1441600 Big Sky Western Bank, Gallatin 

Gateway, Montana 

04/29/2002 10/22/2002 S X

2634191 Glacier Bank, Kalispell, Montana 04/29/2002 10/24/2002 O X 

2999845 Western Security Bank, Billings, 04/29/2002 10/24/2002 S X

Montana 

652351 First Security Bank of Missoula, 

Missoula, Montana 

04/29/2002 10/24/2002 S X

444257 Glacier Bank of Whitefish, Whitefish, 

Montana 

04/29/2002 10/22/2002 O X

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, October 26, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

3(a)(1) Heritage Bancshares, Inc., Topeka, Kansas, to become a bank 

holding company through the acquisition of 100 percent of the 

voting shares of Heritage Bank, Topeka, Kansas (in 

organization). 

3(a)(1) Commerce Bancorp, Inc., Duncan, Oklahoma, to become a bank 

holding company through the acquisition of 100 percent of the 

voting shares of Bank of Commerce, Duncan, Oklahoma (in 

organization). 

3(a)(3) Platte Valley Financial Service Companies, Inc., Scottsbluff, 

Nebraska, to retain 100 percent of the voting shares of TriCounty National Bank, Cheyenne, Wyoming. 

3(a)(3) Community Bankshares, Inc., Greenwood Village, Colorado, to 

acquire 100 percent of the voting shares of Community Bank of 

Tracy (formerly known as Tracy Federal Bank, F.S.B.), Tracy, 

California. 

3(a)(3) First Okmulgee Corporation, Okmulgee, Oklahoma, to acquire 

up to 100 percent of the voting shares of First National of 

Henryetta, Inc., parent of First National Bank of Henryetta, both 

of Henryetta, Oklahoma. 

CIC Notice by Nancy Louise Smith and Patrick Allen Brooks, both 

of Chickasha, Oklahoma, to acquire control of First Independent 

Bancorp, Inc., Chickasha, Oklahoma, parent of First Natio nal 

Bank & Trust Company, Chickasha, Oklahoma. 

Newspaper - N/Available 

Fed Reg - N/Available 

Newspaper - 11/15/2002 

Fed Reg - 11/15/2002 

Newspaper - 11/22/2002 

Fed Reg - 11/21/2002 

Newspaper - 11/19/2002 

Fed Reg - 11/15/2002 

Newspaper - 11/12/2002 

Fed Reg - 11/18/2002 

Newspaper - N/Available 

Fed Reg - 11/12/2002 
Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

Member Heritage Bank, Topeka, Kansas (in organization), to become a 

member of the Federal Reserve System. 

Premises Kearney Commercial Bank, Kearney, Missouri, for prior 

approval to increase its investment in bank premises. 

Withdrawal First American Bank, Stonewall, Oklahoma, requests to waive 

the 6-month notification of intent to withdraw membership in 

the Federal Reserve System. 

4(c)(8) AmeriBank Holding Company, Inc., Collinsville, Okl ahoma, to 

engage in mortgage origination activities through the acquisition 

of AmeriBank Mortgage Company, LLC, Collinsville, 

Oklahoma. 

Section V – Availability of CRA public evaluations 

The Community Reinvestment Act is intended to encourage deposi tory 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 regula tion 

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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 
Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, October 26, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Western Bank, Lordsburg, NM, to establish a branch located at Newspaper - 11/01/2002 

333 Highway 180 West, Silver City, NM, 88061* 

*Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 in stitution'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 o btained 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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations s cheduled for Quarter of 

Institution Location 

None 
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, October 26, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Bank of Ephraim, Ephraim, Utah, to establish a branch facility to be Newspaper –11/08/2002 

located at 747 North Main, Ephraim, Utah.* 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

3(a)(3) BankWest Nevada Corporation, Las Vegas, Nevada, to acquire 100 Newspaper – 11/16/2002 

percent of Alliance Bank of Arizona (In Organization), Phoenix, Fed Reg – 11/18/2002 

Arizona.* 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

COM Bay View Capital Corporation, San Mateo, California, requests an 

additional one- year extension of the divestiture deadline in 

connection with certain impermissible equity investments regarding 

the acquisition of Franchise Mortgage Acceptance Corporation, 

which was approved by the Reserve Bank on June 17, 1999. 
Section V – Availability of CRA public evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help m eet 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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None