Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 45

Week Ending November 6, 2004

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions October 31, 2004 to November 6, 2004

Forms

Forms -- final Board review to extend with revision the Consolidated Bank Holding 

Company Report of Equity Investments in Nonfinancial Companies (FR Y-12).

- Approved, November 1, 2004 

Reserve Bank Services

Federal Reserve Priced Services -- private sector adjustment factor for 2005.

- Approved, November 4, 2004 

Federal Reserve Priced Services -- 2005 fee schedules for priced services and electronic 

access.

- Approved, November 4, 2004 

(AC) = Addition or Correction Board - Page 1 of 1
October 31, 2004 to November 6, 2004

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Fifth Third Bank, Cincinnati, Ohio -- to establish a branch at 199 Graceland Boulevard, 

Columbus.

- Approved, November 5, 2004 

Cleveland

Fifth Third Bank, Grand Rapids, Michigan -- to establish branches at 6801 Telegraph 

Road, Bloomfield Hills; 25950 Gratiot Avenue, Roseville; 20065 Mack Avenue, Grosse 

Pointe Woods; and 66 Kercheval Avenue, Grosse Pointe Farms.

- Approved, November 5, 2004 

Cleveland

Four Oaks Bank & Trust Company, Four Oaks, North Carolina -- to establish a branch 

at 590 Tomahawk Highway, Harrells.

- Approved, November 3, 2004 

Richmond

Legacy Bank of Texas, Plano, Texas -- to establish a branch at 13333 Midway Road, 

Farmers Branch.

- Approved, November 5, 2004 

Dallas

M&I Marshall & Ilsley Bank, Milwaukee, Wisconsin -- to establish a branch at 1341 

Greenwood Court, Shakopee, Minnesota.

- Approved, November 5, 2004 

Chicago

Southwest Bank of St. Louis, St. Louis, Missouri -- to establish a branch at Clarkson and 

Clayton Roads, Ellisville.

- Approved, November 5, 2004 

Chicago

(AC) = Addition or Correction Delegated - Page 1 of 5
H.2 Actions under delegated authority October 31, 2004 to November 6, 2004

Bank Holding Companies

Credit Suisse Group, Zurich, Switzerland, and Credit Suisse First Boston -- to acquire up 

to 24.9 percent of the shares of Silver Acquisition Corp., Montgomery, Alabama, which 

will operate as a savings and loan holding company through a merger with Gold Banc 

Corporation, Inc., Leawood, Kansas, and thereby engage in operating a federal savings 

bank.

- Withdrawn, November 4, 2004 

New York

Enterprise Banking Company, Inc., Stockbridge, Georgia -- to become a bank holding 

company and to acquire The Dorsey State Bank, Abbeville.

- Withdrawn, November 4, 2004 

Atlanta

First National Bank Group, Inc., Edinburg, Texas -- commenter's request to extend the 

comment period on the application to acquire up to 14.99 percent of the shares of Alamo 

Corporation of Texas, Alamo, and thereby acquire Alamo Corporation of Delaware, 

Wilmington, Delaware, and Alamo Bank of Texas, Alamo.

- Denied, November 5, 2004 

Secretary

Fulton Financial Corporation, Lancaster, Pennsylvania -- to merge with First Washington 

FinancialCorp, Windsor, New Jersey, and thereby acquire First Washington State Bank.

- Approved, November 4, 2004 

Philadelphia

State Bankshares, Inc., Fargo, North Dakota -- to acquire First State Bank of Audubon, 

Audubon, Minnesota.

- Approved, November 3, 2004 

Minneapolis

The Tysan Corporation, Minneapolis, Minnesota -- to acquire Blaine State Bank, Blaine.

- Approved, November 1, 2004 

Minneapolis

(AC) = Addition or Correction Delegated - Page 2 of 5
H.2 Actions under delegated authority October 31, 2004 to November 6, 2004

Bank Mergers

Adirondack Bank, Utica, New York -- to purchase the assets and assume the liabilities 

of the Herkimer and Ilion branches of HSBC Bank USA, National Association, Buffalo.

- Approved, November 4, 2004 

New York

First Banks, Inc., St. Louis, Missouri, and The San Francisco Company, San Francisco, 

California -- to acquire Hillside Investors, Ltd., Hillside, Illinois, and thereby acquire CIB 

Bank; and for First Banks, Inc.'s subsidiary, First Bank, St. Louis, to merge with CIB 

Bank and retain the acquired facilities as branches.

- Approved, November 1, 2004 

St. Louis

NBRS Financial, Rising Sun, Maryland -- to purchase certain assets and assume certain 

liabilities of the Aberdeen branch of Susquehanna Bank, Baltimore.

- Withdrawn, November 2, 2004 

Richmond

Change In Bank Control

Financial Corporation of Louisiana, Crowley, Louisiana -- change in bank control.

- Withdrawn, November 3, 2004 

Atlanta

Competitive Factors Reports

American National Bank, Omaha, Nebraska -- report on competitive factors of the 

proposed merger with Peoples National Bank, Council Bluffs, Iowa.

- Submitted, November 5, 2004 

Kansas City

Bank of Keystone, Keystone, Nebraska -- report on competitive factors of the proposed 

merger with Commercial State Bank, Elsie.

- Submitted, November 2, 2004 

Kansas City

(AC) = Addition or Correction Delegated - Page 3 of 5
H.2 Actions under delegated authority October 31, 2004 to November 6, 2004

Competitive Factors Reports

Central National Bank, Junction City, Kansas -- report on competitive factors of the 

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

National Bank, Lenexa.

- Submitted, November 2, 2004 

Kansas City

Community State Bank, Coffeyville, Kansas -- report on competitive factors of the 

proposed merger with CSB Bancorp, Inc.

- Submitted, November 4, 2004 

Kansas City

Equity Bank, A National Association, Andover, Kansas -- report on competitive factors 

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

Wichita branches of Hillcrest Bank, Overland Park.

- Submitted, November 3, 2004 

Kansas City

First State Bank, Honey Grove, Texas, Honey Grove, Texas -- report on competitive 

factors of the proposed merger with HG Acquisitions, Inc., Houston.

- Submitted, November 5, 2004 

Dallas

Peoples Bank of Jamestown, Jamestown, Missouri -- report on competitive factors of the 

proposed merger with Jamestown Interim Bank.

- Submitted, November 1, 2004 

St. Louis

Wilber National Bank, Oneonta, New York -- report on competitive factors of the 

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

Walton branches of HSBC Bank USA, National Association, New Castle, Delaware.

- Submitted, November 5, 2004 

New York

Zions First National Bank, Salt Lake City, Utah -- report on competitive factors of the 

proposed acquisition of deposits of American Investment Bank, National Association.

- Submitted, November 5, 2004 

Secretary

(AC) = Addition or Correction Delegated - Page 4 of 5
H.2 Actions under delegated authority October 31, 2004 to November 6, 2004

Extensions Of Time

Arvest Bank, Fayetteville, Arkansas -- extension to May 31, 2005, to establish a branch 

at 2203 North Highway 81, Duncan, Oklahoma.

- Granted, November 3, 2004 

St. Louis

First Banks, Inc., St. Louis, Missouri -- extension to February 2, 2005, to acquire up to 

24.99 percent of the shares of Community West Bancshares, Goleta, California, and 

thereby acquire Goleta National Bank.

- Granted, November 1, 2004 

St. Louis

FSB Bancshares, Inc., Henderson, Tennessee -- extension to February 1, 2005, to 

acquire up to 35 percent of the shares of Merchants and Planters Bancshares, Inc., 

Toone, and thereby acquire Merchants and Planters Bank.

- Granted, November 1, 2004 

St. Louis

Oswego Community Bank Employee Stock Ownership Plan, Oswego, Illinois -- 

extension to January 30, 2005, to increase its ownership of Oswego Bancshares, Inc., 

and thereby acquire Oswego Community Bank.

- Granted, November 1, 2004 

Chicago

SunTrust Bank, Atlanta, Georgia -- extension to January 5, 2006, to establish a branch at 

7451 Mount Vernon Square, Alexandria, Virginia.

- Granted, November 3, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 5 of 5
District 1

Federal Reserve Bank of Boston

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

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

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

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Bank of Baroda, Mumbai, Baroda to establish a state-licensed 

branch in Houston, Texas.

Newspaper – N/Avail

FBSEA Calyon, Paris, France to establish an after-the-fact branch in Los 

Angeles, California.

Newspaper – 12/03/2004

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

Type Application

Ending date of

comment period

3A3 Banco Bilbao Vizcaya Argentaria S.A., Bilbao, Spain to acquire 

Laredo National Bancshares, Laredo, Texas and thereby acquire 

Laredo National Bank and South Texas National Bank, both of 

Laredo, Texas.

Newspaper – 12/06/2004

Fed Reg – 12/05/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

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

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Pocono Community Bank, Stroudsburg, PA, to establish a 

branch office at Route 611, Swiftwater, PA.

Newspaper – 11/12/2004

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

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

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

*18(c) & *Branch Citizens Deposit Bank and Trust Company, Vanceburg, 

Kentucky, to merge with Bank of Germantown, Germantown, 

Kentucky, pursuant to section 18(c) of the Federal Deposit 

Insurance Act and incident thereto, establish branch offices 

pursuant to section 9 of the Federal Reserve Act.

Newspaper – 11/26/2004

*Branch Citizens Deposit Bank and Trust Company, Vanceburg, 

Kentucky, to establish de novo a branch office located at 191 

Walmart Way, Maysville, Kentucky, pursuant to section 9 of the 

Federal Reserve Act.

Newspaper – 11/10/2004

*Branch Fifth Third Bank, Cincinnati, OH, to establish a branch facility 

at 3885 Rocky River Drive, Cleveland, OH

Newspaper – 11/18/2004

*Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

*4(c)(8) Park National Corporation, Newark, Ohio, to acquire First 

Clermont Bank, Milford, Ohio, pursuant to Section 4(c)(8) of 

the Bank Holding Company Act.

Newspaper – N/Avail

Fed Reg – 11/19/2004

*3(a)(1) & 4(c)(8) Peoples Community Bancorp, Inc., West Chester, OH, to 

acquire 38% of the outstanding voting shares of Columbia 

Bancorp, Inc., Cincinnati, OH, pursuant to Section 3(a)(1) of the 

Bank Holding Company Act and Peoples Community Bancorp, 

Inc., West Chester, OH, to retain 100% of the voting shares of 

Peoples Community Bank, West Chester, OH, pursuant to 

Section 4(c)(8) of the Bank Holding Company Act.

Newspaper – N/Avail

Fed Reg – 10/29/2004

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

Type Application

Ending date of

comment period

None

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

Type Application

Foreign Branch Prior notice by Fifth Third Bank, Cincinnati, Ohio, to establish a 

foreign bank branch operating from two offices to be located in 

Windsor, Ontario, Canada and Toronto, Ontario, Canada, 

pursuant to section 211.3(b) of Regulation K

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 5

Federal Reserve Bank of Richmond

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

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Monarch Bank, Chesapeake, Virginia, to establish a branch at 

240 East Main Street, Norfolk, Virginia.*

Newspaper – 11/17/2004

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Fede ral Register or newspaper notice

Type Application

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

to engage in the automobile financing business through the 

acquisition of 100% of the voting shares of Onyx Acceptance 

Corporation, Foothill Ranch, California.
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 1

st Quarter of 2005

Institution Location

The Annapolis Banking and Trust Company Annapolis, Maryland

Fidelity & Trust Bank Bethesda, Maryland

Four Oaks Bank & Trust Company Four Oaks, North Carolina

The Bank of Currituck Moyock, North Carolina

Virginia Bank and Trust Company Danville, Virginia

Colonial Virginia Bank Gloucester, Virginia

Benchmark Community Bank Kenbridge, Virginia

The Page Valley Bank Luray, Virginia

Bank of Virginia Midlothian, Virginia

Central Virginia Bank Powhatan, Virginia

Citizens Community Bank South Hill, Virginia

BCBank, Inc. Philippi, West Virginia

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 6

Federal Reserve Bank of Atlanta

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

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

located at 1110 Hillsboro Road, Franklin, Tennessee, to be 

known as the Harpeth Village Branch.*

Newspaper – 11/17/2004

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

located at 8031 US Highway 431, Albertville, Alabama, to be 

known as the Albertville Branch.*

Newspaper – 11/17/2004

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

located at 11231 Bloomingdale Avenue, Riverview, Florida, to 

be known as the Winthrop Branch.*

Newspaper – 11/17/2004

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

located at 2000 Capital Circle NE, Tallahassee, Florida, to be 

known as the Buck Lake Branch.*

Newspaper – 11/17/2004

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

located at 201 South Main Street, Summerville, South 

Carolina.*

Newspaper – 11/11/2004

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

located at the southwest corner of Wilson Park Avenue and FM 

620, Four Points, Texas.*

Newspaper – 11/06/2004

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Great Financial Corporation, Miami Lakes, Florida, to become a 

bank holding company by acquiring 100 percent of the

outstanding shares of Great Florida Bank, Miami, Florida.*

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

CIC CBS Banc-Corp, Russellville, Alabama, prior change in control 

notice filed by The Cecil and Olivia Batchelor Family Limited 

Partnership, J. Gregory Batchelor general partner; and The

Olivia and Cecil Batchelor Family Limited Partnership, Rebecca 

Batchelor Reeves general partner; along with Cecil Batchelor, 

Olivia Batchelor, J. Gregory Batchelor, Rebecca Batchelor

Reeves, Ray Bradley Reeves, Donna Batchelor, and Dependable 

True Value, Inc., all of Russellville, Alabama, to collectively 

acquire 56.28 percent of the outstanding shares of CBS BancCorp, and its subsidiaries, Citizens Bank & Savings Company, 

Russellville, Alabama, and Bank of Bolivar, Bolivar, Tennessee.

Newspaper – N/Avail

Fed Reg – N/Avail

CIC Peoples Independent Bancshares, Inc., Boaz, Alabama,

change in control notice filed by Rex Lee Davis, Emily Medlock 

Davis, Alan Rex Davis, Beverly Renee Davis, Stephen Paul 

Davis, and Tammy Renee Davis, all of Boaz, Alabama, to

collectively acquire 2.31 percent of the outstanding shares of 

Peoples Independent Bancshares, Inc., and its subsidiaries,

Peoples Independent Bank, Boaz, Alabama, and First Bank, 

Wadley, Alabama. Total ownership will equal 13.86 percent.

Newspaper – 11/17/2004

Fed Reg – 11/22/2004

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Civitas BankGroup, Inc., Franklin, Tennessee, to engage de

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

extensions of credit, pursuant to section 225.28(b)(1) of

Regulation Y; and to engage in activities related to extending 

credit, pursuant to section 225.28(b)(2) of Regulation Y, through 

its subsidiary, Civitas Management Company, Inc., Franklin, 

Tennessee.

Fed Reg – N/Avail

4(c)(8) DBT Holding Company, Vidalia, Georgia, to own 47.5 percent 

investment in DBW Technologies, LLC, Atlanta, Georgia, and 

thereby engage de novo in data processing activities, pursuant 

to section 225.28 (b) (14) of Regulation Y.

Fed Reg – N/Avail
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(1) Florida Choice Bankshares, Inc., Mt. Dora, Florida, notice to 

become a bank holding company by acquiring 100 percent of the 

outstanding shares of Florida Choice Bank, Mt. Dora, Florida.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

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

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Comerica Bank, Detroit, Michigan, to establish branch facilities 

to be located at 2730 W. Maple, Commerce Township, 

Michigan, 444 S. El Camino Real, San Mateo, California, and 

800 North Haven, Ontario, California.*

Newspaper – N/Avail

Branch Community State Bank, Avilla, Indiana, to establish a branch 

facility to be located at 1802 Ida Red Road, Kendallville, 

Indiana.*

Newspaper – 11/10/2004

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(3) & 3(a)(1) Bank of Montreal, Toronto, Ontario, Canada, Harris Financial 

Corp., Chicago, Illinois, and Harris Bankcorp, Inc., Chicago, 

Illinois, to acquire 100 percent of the voting shares of Lake 

Commercial Corporation, Hammond, Indiana, and thereby 

indirectly acquire Mercantile Bancorp, Inc., Hammond, Indiana, 

and indirectly Mercantile National Bank of Indiana, Hammond, 

Indiana, and by Bank of Montreal, Toronto, Ontario, Canada, 

Harris Financial Corp., Chicago, Illinois, and Harris Bankcorp, 

Inc., Chicago, Illinois, to acquire indirectly through Lake 

Commercial Corporation, Hammond, Indiana, and Mercantile 

Bancorp, Inc., Hammond, Indiana, 8.6 percent of First State 

Bank of Porter, Porter, Indiana, and by Lake Commercial 

Corporation, Hammond, Indiana, to become a bank holding 

company through the acquisition of 100 percent of the voting 

shares of Mercantile Bancorp, Inc., Hammond, Indiana, and 

indirectly Mercantile National Bank of Indiana, Hammond, 

Indiana, and through the acquisition of 8.6 percent of First State 

Bank of Porter, Porter, Indiana.*

Fed Reg – 11/29/2004

Newspaper – 11/28/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(3) & 3(a)(1) Capitol Bancorp, Ltd., Lansing, Michigan, to acquire 100 

percent of the voting shares of Capitol Development Bancorp 

Limited I, Lansing, Michigan, and thereby indirectly control 

Bank of Michigan (in organization), Farmington Hills, 

Michigan, and by Capitol Development Bancorp Limited I, 

Lansing, Michigan, to become a bank holding company by 

acquiring 51 percent of the voting shares of Bank of Michigan 

(in organization), Farmington, Hills, Michigan.*

Fed Reg – 11/22/2004

Newspaper – 11/20/2004

3(a)(5) Cornerstone Financial Services Group, Inc., Ottumwa, Iowa, to 

acquire 100 percent of West Liberty Holding Co., West Liberty, 

Iowa, and thereby indirectly acquire West Liberty State Bank, 

West Liberty, Iowa.*

Fed Reg – 11/01/2004

Newspaper – 11/21/2004

3(a)(1) Logan Investment Corp., Keokuk, Iowa, to become a bank 

holding company by acquiring 100 percent of State Central 

Bank, Keokuk, Iowa.*

Fed Reg – 12/06/2004

Newspaper – N/Avail

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

a bank holding company by acquiring 100 percent of the voting 

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

Illinois.*

Fed Reg – 11/30/2004

Newspaper – N/Avail

3(a)(1) & 3(a)(3) Nashua Bancshares, Inc., Saint Paul, Minnesota, to become a 

bank holding company by acquiring 100 percent of First State 

Bank (in organization), Nashua, Iowa, and by FNSB Bancorp, 

Inc., Nashua, Iowa; Readlyn Bancshares, Inc., St. Paul, 

Minnesota; Britt Bancshares, Inc., St. Paul, Minnesota; Tripoli 

Bancshares, Inc., St. Paul, Minnesota, and Ashton Bancshares, 

Inc., St. Paul, Minnesota, to acquire shares of Nashua 

Bancshares, Inc., St. Paul, Minnesota, and thereby indirectly 

acquire First State Bank (in organization), Nashua, Iowa.*

Fed Reg – 11/22/2004

Newspaper – N/Avail

3(a)(1) Rural Bancshares of Wisconsin, Inc., Fennimore, Wisconsin, to 

become a bank holding company by acquiring 80 percent of the 

voting shares of LSB Holding Company, Livingston, Wisconsin, 

and thereby indirectly acquire Livingston State Bank, 

Livingston, Wisconsin.*

Fed Reg – 11/12/2004

Newspaper – 11/08/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(3) & 3(a)(1) Peotone Bancorp, Inc., Peotone, Illinois, to acquire 74.19% of 

the voting shares (48.39% directly and 25.81% indirectly) of 

Legacy Integrity Group, Inc., Scottsdale, Arizona, and thereby 

indirectly acquire Legacy Bank (in organization), Scottsdale, 

Arizona; Founders Group, Inc., Worth, Illinois, to acquire 

12.90% of the voting shares of Legacy Integrity Group, Inc., 

Scottsdale, Arizona, and thereby indirectly acquire Legacy Bank 

(in organization), Scottsdale, Arizona; Terrapin Bancorp, Inc., 

Elizabeth, Illinois, to acquire 25.81 %of the voting shares of 

Legacy Integrity Group, Inc., Scottsdale, Arizona, and thereby 

indirectly acquire Legacy Bank (in organization), Scottsdale, 

Arizona; Rock River Bancorporation, Inc., Oregon, Illinois, to 

acquire 12.9% of the voting shares of Legacy Integrity Group, 

Inc., Scottsdale, Arizona, and thereby indirectly acquire Legacy 

Bank (in organization), Scottsdale, Arizona, and by Legacy 

Integrity Group, Inc., Scottsdale, Arizona, to become a bank 

holding company by acquiring 100% of the voting shares of 

Legacy Bank (in organization), Scottsdale, Arizona.*

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

4(c)(8) Parkway Bancorp, Inc., Harwood Heights, Illinois, proposes to 

establish a wholly owned subsidiary, Parkway Financial, Inc., 

Harwood Heights, Illinois, to acquire a 49.9 percent interest in 

Parkway Mortgage & Financial Center, LLC, Des Moines, Iowa, 

and thereby engage in residential real estate mortgage lending 

activities.

Fed Reg – 11/24/2004

Section IV – Applications not subject to Federal Register or newspape r notice

Type Application

Membership Great River Bank & Trust, Davenport, Iowa, to become a 

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

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for First Quarter of 2005

Institution Location

First Bank and Trust of Evanston Evanston, Illinois

Elkhart Community Bank Elkhart, Indiana

Sand Ridge Bank Highland, Indiana

Freedom Security Bank Coralville, Iowa

Security State Bank New Hampton, Iowa

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 8

Federal Reserve Bank of St. Louis

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

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

facility to be located at 218 West Henry De Tonti Boulevard, 

Tontitown, Arkansas.

Newspaper – 11/13/2004

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

facility to be located at 4301 South Garnett, Tulsa, Oklahoma.

Newspaper – 11/13/2004

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

facility to be located at 2200 West Pleasant Grove Road, Rogers, 

Arkansas.

Newspaper – 11/13/2004

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

Type Application

Ending date of

comment period

CIC Notice by the Russell Badgett, Jr. Irrevocable Trust, with 

Bentley F. Badgett, Jr. as trustee, both of Madisonville, 

Kentucky, to gain control of Hancock Bancorp, Inc., Hawesville, 

Kentucky ("Bancorp"). Also, the Badgett Control Group, which 

consists of Russell Badgett, Jr., Madisonville, Kentucky; Russell 

Badgett, Jr. Irrevocable Trust, Madisonville, Kentucky; Bentley 

F. Badgett, individually and as trustee, Madisonville, Kentucky; 

Dr. C. B. Badgett, Lewisport, Kentucky; Russell Badgett III, 

Owensboro, Kentucky; Joseph Rockney Badgett, Madisonville, 

Kentucky; Nita Anne Smaldone, Nashville, Tennessee; and 

Claudia Badgett Riner, Louisville, Kentucky, to retain control of 

Bancorp. (Previously reported during the week ended October 

16, 2004)

Newspaper – 11/29/2004

Fed Reg – 11/04/2004

CIC Notice by Charles Keith Akin, Clinton, Kentucky, to increase 

control of Purchase Area Bancorp, Bardwell, Kentucky 

("Bancorp"). Notice is also provided by the Akin Control 

Group, which consists of Charles Keith Akin, Anita Akin, 

Burkley Investments, Inc., Parkway Manor - KY, and Parkway 

Manor - TN, all of Clinton, Kentucky, and Bruce Akin, Paducah, 

Kentucky, to increase control of Bancorp.

Newspaper – 11/22/2004

Fed Reg – 11/24/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3A1 Centennial Bancshares, Inc., Little Rock, Arkansas, to become a 

bank holding company by acquiring 100 percent of Pine State 

Bancshares, Inc., Kingsland, Arkansas, and thereby indirectly 

acquire Pine State Bank, Kingsland, Arkansas.*

Newspaper – N/Avail

Fed Reg – 12/06/2004

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.
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 9

Federal Reserve Bank of Minneapolis

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

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) & Branch Dacotah Bank, Aberdeen, South Dakota, to merge with Dacotah 

Bank, Rolla, North Dakota, and Dacotah Bank, Valley City, 

North Dakota, and thereby establish 7 branches.*

Newspaper – N/Avail

18(c) & Branch Peoples State Bank of Plainview, Plainview, Minnesota, to 

merge with Red Cedar Bank, National Association, Boyceville, 

Wisconsin, and thereby establish branches at 715 Highway 79, 

Boyceville, Wisconsin, and 1428 North Broadway, Menomonie, 

Wisconsin.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(5) Independent Bancshares. Inc., Clarkfield, Minnesota, to acquire 

100 percent of the voting shares of Clarkfield Holding 

Company, Clarkfield, Minnesota, and thereby indirectly acquire 

Farmers and Merchants State Bank of Clarkfield, Clarkfield, 

Minnesota.*

Fed Reg – 11/26/2004

Newspaper – 11/30/2004

CIC Notice by Lyndon L. Krause, Winnebago, Minnesota, and David 

D. Krause, Winnebago, Minnesota, to gain control of Krause 

Financial, Inc., Winnebago, Minnesota, and thereby indirectly 

gain control of First National Bank in Winnebago, Winnebago, 

Minnesota.

Fed Reg – 11/24/2004

Newspaper – N/Avail

CIC Notice by Craig K. Potts, Henderson, Nevada, to gain control of 

Security State Agency of Aitkin, Inc., Aitkin, Minnesota, and 

thereby indirectly gain control of Security State Bank of Aitkin,

Aitkin, Minnesota.

Fed Reg – 11/24/2004

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

Type Application

Ending date of

comment period

3(a)(1) & 4(c)(8) Western Transaction Corporation, Duluth, Minnesota, to become 

a bank holding company by acquiring 100% of Western 

National Bank, Duluth, Minnesota; and 100% of Cass Lake

Company, Duluth, Minnesota, and thereby indirectly acquiring 

The First National Bank of Cass Lake, Cass Lake, Minnesota. 

Applicant also proposes to acquire 100% of Premier Credit

Corporation, Duluth, Minnesota, an industrialloan company, 

and, through Cass Lake Company, Duluth, Minnesota, to engage 

in insurance agency activities in a town with a population not 

exceeding 5,000.*

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
Section V – Availability of CRA public evaluations

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

374653 First PREMIER Bank

Sioux Falls, SD

10/20/2003 11/05/2004 S X

2802945 First Commercial Bank

Bloomington, MN

08/09/2004 11/05/2004 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, November6, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Notification by Walter David Scott, Amy Scott, and Sandra 

Parker, all of Omaha, Nebraska; and Karen Dixon, Leawood,

Kansas, to acquire control of DB Holding Company, Inc., parent 

of Omaha State Bank, both in Omaha, Nebraska.

Newspaper – N/Avail

Fed Reg – N/Avail

CIC Notice by the M.L. Smith Revocable Trust, Brookfield, 

Missouri, Mark L. Smith, trustee; the Ann E. Smith Revocable 

Trust and the Ann E. Smith Residuary Trust, both in Brookfield, 

Missouri, Ann E. Smith, trustee; and Michael R. Smith, Perry, 

Iowa, to retain control of First Missouri Bancshares, Inc., parent 

of First Missouri National Bank, both in Brookfield, Missouri.

Newspaper – 11/17/2004

Fed Reg – 11/12/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

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

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch The First State Bank, Granger, TX, to establish a branch at

120 County Road 119, Suite A., Hutto, TX 78634*

Newspaper – 11/15/2004

* Subject to the provisions of the Community Reinvestment Act

Section II – Applications subject to both newspaper and Fede ral Register notice

Type Application

Ending date of

comment period

CIC Ken Chee-Kin Mok, et ux, Plano, TX, to acquire an interest in

First International Bancorp Texas, Inc., Plano, TX 

Fed Reg – 11/24/2004

Newspaper – 11/22/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

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

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3A3 Franklin Resources, Inc., San Mateo, California, to acquire 14 

percent of Centennial Bank Holdings, Inc., Fort Collins, 

Colorado, and thereby indirectly acquire Centennial Bank of the 

West, Fort Collins, Colorado, Guaranty Corporation, Denver, 

Colorado, Guaranty Bank & Trust Company, Denver, Colorado, 

The First National Bank of Strasburg, Strasburg, Colorado, and 

Collegiate Peaks Bank, Buena Vista, Colorado.* 

Newspaper – 11/19/2004

Fed Reg – 11/15/2004

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None