Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 42

Week Ending October 16, 2004

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions October 10, 2004 to October 16, 2004

Bank Holding Companies

BNP Paribas, Paris, France, and BancWest Corporation, Honolulu, Hawaii -- to acquire 

USDB Bancorp, Stockton, California, and Union Safe Deposit Bank.

- Approved, October 15, 2004 

BNP Paribas, Paris, France, and BancWest Corporation, Honolulu, Hawaii -- to acquire 

Community First Bankshares, Inc., Fargo, North Dakota, and Community First National 

Bank.

- Approved, October 15, 2004 

Wachovia Corporation, Charlotte, North Carolina -- to merge with SouthTrust 

Corporation, Birmingham, Alabama, and thereby acquire SouthTrust Bank.

- Approved, October 13, 2004 

Regulations And Policies

Noncash Collection Service -- publication for comment of proposal for the Federal 

Reserve Banks to stop providing services to depository institutions for the collection of 

definitive municipal securities at the end of 2005 (Docket No. OP-1214).

- Approved, October 12, 2004 

Enforcement

AmSouth Bancorporation, Birmingham, Alabama, and AmSouth Bank -- consent cease 

and desist order and order of assessment of a civil money penalty.

- Announced, October 12, 2004 

(AC) = Addition or Correction Board - Page 1 of 1
October 10, 2004 to October 16, 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

BankEast, Knoxville, Tennessee -- to establish a branch at 417 Foothills Mall Drive, 

Maryville.

- Approved, October 13, 2004 

Atlanta

Bloomingdale Bank and Trust, Bloomingdale, Illinois -- to establish a branch at 890 

North State Street, Elgin.

- Withdrawn, October 13, 2004 

Chicago

First Bank, Burkburnett, Texas -- to establish a branch at 107 West Cash Street, Iowa 

Park.

- Approved, October 15, 2004 

Dallas

MidSouth Bank, Murfreesboro, Tennessee -- to establish a mobile branch to serve 

Rutherford, Wilson, Davidson, Williamson, and Bedford Counties.

- Withdrawn, October 14, 2004 

Atlanta

MidSouth Bank, Murfreesboro, Tennessee -- to establish branches on Memorial 

Boulevard, Franklin Road, and Highway 231 South, and on Sam Ridley Parkway, 

Smyrna.

- Approved, October 15, 2004 

Atlanta

Bank Holding Companies

Bancshares of Florida, Inc., Naples, Florida -- to acquire Bank of Florida-Tampa Bay, 

Tampa, a de novo bank.

- Approved, October 12, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 1 of 5
H.2 Actions under delegated authority October 10, 2004 to October 16, 2004

Bank Holding Companies

Cass Information Systems, Inc., Bridgeton, Missouri -- to acquire Franklin Bancorp, 

Orange, California, and Franklin Bank of California; and for its subsidiary, Cass 

Commercial Bank, Bridgeton, to merge with Franklin Bank of California, Orange, and 

thereby establish a branch.

- Approved, October 12, 2004 

St. Louis

First National Bancorp, Inc., Brewster, Minnesota -- to become a bank holding company 

and to acquire Nobles Agency, Inc. and The First National Bank of Brewster, and to 

engage through Nobles Agency, Inc. in insurance agency activities in a town with a 

population not exceeding 5,000.

- Approved, October 15, 2004 

Minneapolis

Irwin Financial Corporation, Columbus, Indiana -- to acquire, through Irwin Mortgage 

Corporation, an interest in Waterway Financial, LLC, Grandville, Michigan, and thereby 

engage in mortgage origination and mortgage brokerage activities.

- Withdrawn, October 12, 2004 

Chicago

Lone Summit Bancorp, Inc., Lake Lotawana, Missouri -- to become a bank holding 

company and to acquire Lone Summit Bank, a de novo bank.

- Approved, October 13, 2004 

Kansas City

The PNC Financial Services Group, Inc., Pittsburgh, Pennsylvania -- commenter's 

request to extend the comment period on the application to acquire Riggs National 

Corporation, Washington, D.C.

- Denied, October 12, 2004 

Secretary

Premier Bank Holding Company, Tallahassee, Florida -- to become a bank holding 

company and to acquire Premier Bank.

- Approved, October 13, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 2 of 5
H.2 Actions under delegated authority October 10, 2004 to October 16, 2004

Bank Holding Companies

Town Center Holdings, Inc., Coppell, Texas, and Town Center Holdings Delaware, Inc., 

Wilmington, Delaware -- to become bank holding companies and to acquire Town 

Center Bank, Coppell, a de novo bank.

- Approved, October 14, 2004 

Dallas

Bank Mergers

American Bank of St. Paul, St. Paul, Minnesota -- to merge with Americana National 

Bank, Albert Lea, and thereby establish branches at 217 South Newton Avenue and 195 

North Broadway, Alden.

- Approved, October 15, 2004 

Minneapolis

Fifth Third Bank, Grand Rapids, Michigan -- to merge with First National Bank, Lamar, 

Missouri, and thereby establish branches.

- Approved, October 14, 2004 

Cleveland

Competitive Factors Reports

Crescent Bank and Trust Company, Jasper, Georgia -- report on competitive factors of 

the proposed merger with Futurus Bank, N.A., Alpharetta.

- Submitted, October 13, 2004 

Atlanta

First Financial Bank, Downingtown, Pennsylvania -- report on competitive factors of the 

proposed purchase of certain assets and assumption of certain liabilities of a branch of 

PNC Bank, N.A., Pittsburgh.

- Submitted, October 13, 2004 

Philadelphia

First State Bank of North Dakota, Arthur, North Dakota -- report on competitive factors 

of the proposed merger with The First State Bank of La Moure, La Moure.

- Submitted, October 13, 2004 

Minneapolis

(AC) = Addition or Correction Delegated - Page 3 of 5
H.2 Actions under delegated authority October 10, 2004 to October 16, 2004

Competitive Factors Reports

Franklin Bank, S.S.B., Houston, Texas -- report on competitive factors of the proposed 

merger with Cedar Creek Bank, Seven Points.

- Submitted, October 15, 2004 

Dallas

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

merger with First National Bank, Glen Rose.

- Submitted, October 15, 2004 

Dallas

Naugatuck Savings Bank, Naugatuck, Connecticut -- report on competitive factors of the 

proposed merger with a newly formed stock savings bank, also known as Naugatuck 

Savings Bank, in connection with its reorganization into a savings association mutual 

holding company, Nutmeg Financial MHC.

- Submitted, October 14, 2004 

Boston

Peoples Bank, National Association, Marietta, Ohio -- report on competitive factors of 

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

Ashland, Kentucky, and Summit branches of Advantage Bank, Cambridge, Ohio.

- Submitted, October 14, 2004 

Cleveland

United Prairie Bank-Owatonna, Owatonna, Minnesota -- report on competitive factors of 

the proposed purchase of assets and assumption of liabilities of the Owatonna Branch of 

Sterling State Bank, Austin.

- Submitted, October 15, 2004 

Minneapolis

(AC) = Addition or Correction Delegated - Page 4 of 5
H.2 Actions under delegated authority October 10, 2004 to October 16, 2004

Extensions Of Time

Eggemeyer Advisory Corp., Rancho Santa Fe, California, WJR Corp., Castle Creek 

Capital LLC, and Castle Creek Capital Partners Funds I, IIa, and IIb, LP -- extensions 

to January 8, 2005, to acquire shares of State National Bancshares, Inc., Lubbock, 

Texas, and thereby acquire Mercantile Bank Texas, Fort Worth; and for State National 

Bancshares, Inc. to acquire Mercantile Bank Texas.

- Granted, October 12, 2004 

San Francisco

S&T Bancorp, Inc., Indiana, Pennsylvania -- extension to January 13, 2005, to acquire 

shares of Fidelity Bancorp, Inc., Pittsburgh, and thereby acquire Fidelity Savings Bank.

- Granted, October 13, 2004 

Cleveland

(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, October 16, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Northeast Bank, Auburn, Maine – to open a branch at 660 

Roosevelt Trail, Windham, Maine pursuant to section 9 of the 

Federal Reserve Act and section 208.6 of Regulation H. 

Newspaper – 10/23/2004

Section II – Applications subject to both newspaper and Fe deral 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

4(c)(8) Boston Private Financial Holdings, Inc., Boston, Massachusetts -

to acquire an 81% interest in KLS Professional Advisors, LLC, 

New York, New York.

Fed Reg – 11/03/2004

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, October 16, 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

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

Type Application

Ending date of

comment period

3A3 The Toronto-Dominion Bank, Toronto, Ontario, to acquire 51 

percent of the voting shares of Banknorth Group, Inc., and 

thereby indirectly acquire Banknorth, National Association, both 

of Portland, Maine.

Newspaper – N/Avail

Fed Reg – 11/15/2004

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, October 16, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) Abington Mutual Holdings Company, Jenkintown, PA, and 

Abington Community Bancorp, Inc., Jenkintown, PA, each 

to become a bank holding company in connection with the 

reorganization of Abington Savings Bank, Jenkintown, PA, 

from a state chartered mutual savings bank into a state 

chartered stock savings bank.

Newspaper – N/Avail

Fed Reg – N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, October 16, 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 Notice of Change in Bank Control by Roger L. Moler and Janet 

L. Moler (collectively, "The Moler Family Control Group") to 

retain control of 10.20 percent of the outstanding shares of BNB 

Bancorp, Brookville, Ohio.

Newspaper – N/Avail

Fed Reg – N/Avail

*3(a)(3) & 4(c)(8) Park National Corporation, Newark, Ohio, to acquire First 

Federal Bancorp, Inc., and its subsidiary, First Federal Savings 

Bank of Eastern Ohio, both of Zanesville, Ohio, pursuant to 

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

Newspaper – 10/20/2004

Fed Reg – 10/12/2004

*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 – N/Avail

*18(c), *3(a)(5) &

Branch

Sky Financial Group, Inc., Bowling Green, OH to acquire 100 

percent of the voting shares of Prospect Bancshares, Inc., 

Worthington, OH pursuant to Section 3(a)(5) of the Bank 

Holding Company Act and thereby acquire its wholly-owned 

subsidiary, Prospect Bank, Columbus, OH and Sky Bank, 

Salineville, OH to merge with and into Prospect Bank, 

Columbus, OH 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 – N/Avail

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

Type Application

Ending date of

comment period

*18(c) & 4(c)(8) Wesbanco, Inc., Wheeling, West Virginia, proposes to acquire 

Winton Financial Corporation and its wholly-owned subsidiary, 

The Winton Savings and Loan Company, Cincinnati, Ohio.

Newspaper – 11/08/2004

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.
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 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, October 16, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Virginia Commerce Bank, Arlington, Virginia, to establish a 

branch at 9161 Liberia Avenue, Manassas, Virginia.*

Newspaper – 10/25/2004

Branch Four Oaks Bank & Trust, Four Oaks, North Carolina, to 

establish a limited service facility at 590 Tomahawk Highway, 

Harrells, North Carolina.*

Newspaper – 10/29/2004

Branch EagleBank, Bethesda, Maryland, to establish a branch at 11961 

Tech Road, Silver Spring, Maryland.*

Newspaper – 11/15/2004

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

3(a)(1) Palmetto Heritage Bancshares, Inc., Pawleys Island, South 

Carolina, to become a bank holding company through the 

acquisition of 100% of the voting shares of Palmetto Heritage 

Bank & Trust, Pawleys Island, South Carolina (an organizing 

bank).*

Fed Reg – 11/12/2004

Newspaper – 11/06/2004

3(a)(1) CommunitySouth Bancshares, Incorporated, Easley, South 

Carolina, to become a bank holding company through the 

acquisition of 100% of the voting shares of CommunitySouth 

Bank & Trust, Easley, South Carolina (an organizing bank).*

Fed Reg – 11/15/2004

Newspaper – 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

713926 Farmers & Merchants Bank

205 South Main Street

Timberville, Virginia 22853-9521

07/26/2004 10/10/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, October 16, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

located at the corner of Highway 72 and Lindsay Lane, Athens, 

Alabama.*

Newspaper – 10/13/2004

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

located at 7915 FM 1960, Suite 105, Houston, Texas.*

Newspaper – 10/22/2004

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

located at 12907 FM 1960 West, Houston, Texas.*

Newspaper – 10/22/2004

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

located at 9475 Jones Road, Houston, Texas.*

Newspaper – 10/22/2004

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

located at 8711 West Loop South, Houston, Texas.*

Newspaper – 10/22/2004

*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) Heritage Mutual Corporation, Albany, Georgia, to become a

bank holding company by acquiring 100 percent of the

outstanding shares of HeritageBank of the South, Albany,

Georgia.*

Newspaper – N/Avail

Fed Reg – 11/08/2004

CIC Valley Bancshares, Inc., Russellville, Alabama, prior change in 

control notice by the Rogers Investments, LP, Russellville,

Alabama (Partnership), with Diane Rogers Barnes, Marietta, 

Georgia, and Robert Isaac Rogers, Jr., Russellville, Alabama, as 

general partners of Partnership, to acquire 44.13 percent of the 

outstanding shares of Valley Bancshares, Inc., and its subsidiary, 

Valley State Bank, both of Russellville, Alabama.

Newspaper – N/Avail

Fed Reg – 10/26/2004

3(a)(1) Heritage Financial, Inc., Albany, Georgia, to become a bank 

holding company by acquiring 100 percent of the outstanding 

shares of HeritageBank of the South, Albany, Georgia.*

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

CIC Williston Holding Company, Williston, Florida, after-the-fact 

change in control notice filed by Kenneth Edwin Arnold,

Gainesville, Florida; Nancy Carol Etheridge; Victoria Rene

Arnold; Betty Whitehurst Arnold; Vivian Elliot Whitehurst III; 

Gerald Frank Etheridge; Margaret Whitehurst Hubbard; V. E. 

Whitehurst, Jr. Irrevocable Family Trust FBO Betty W. Arnold, 

Betty W. Arnold, Trustee; V. E. Whitehurst, Jr. Irrevocable 

Family Trust FBO Margaret W. Hubbard, Margaret W.

Hubbard, Trustee; V. E. Whitehurst, Jr. Irrevocable Family Trust 

FBO Nancy W. Etheridge, Nancy W. Etheridge; Trustee, V. E. 

Whitehurst, Jr. Irrevocable Family Trust FBO V. E. Whitehurst, 

III, V. E. Whitehurst III, Trustee; Florelle H. Whitehurst

Irrevocable Family Trust, V. E. Whitehurst, III, Betty W.

Arnold, Nancy W. Etheridge, and Margaret W. Hubbard,

Trustees; Betty W. and William E. Arnold Irrevocable Trust, 

Kenneth E. Arnold and Victoria R. Arnold, Trustees; all of 

Williston, Florida, to collectively retain 51.45 percent of the 

outstanding shares of Williston Holding Company, and its

subsidiary, Perkins State Bank, both of Williston, Florida.

Newspaper – 10/20/2004

Fed Reg – 11/04/2004

*Subject to provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

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 16, 2004

Section I – Applications subject to newspaper notice only

18C Libertyville Bank and Trust Company, Libertyville, Illinois, to 

purchase the assets and assume the liabilities of the branch 

located at 1110 Maple, Mundelein, Illinois, from Northview 

Bank and Trust, Northfield, Illinois.*

Newspaper – N/Avail

18C Northbrook Bank and Trust Company, Northbrook, Illinois, to 

purchase the assets and assume the liabilities of the two 

branches located at 245 Waukegan Road, Northfield, Illinois, 

and 1751 Orchard Lane, Northfield, Illinois, from Northview 

Bank and Trust, Northfield, Illinois.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

CIC Notice by Rebecca Ann Ritchey, Wichita, Kansas, Gregory and 

Anne Ritchey, Shenandoah, Iowa, and Michael Bauer, 

Shenandoah, Iowa, to gain control of 97.27 percent of the 

common stock and 96.0 percent of the preferred stock of CNB 

Corp., Shenandoah, Iowa, and thereby indirectly City National 

Bank of Shenandoah, Shenandoah, Iowa.

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(3) 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 – N/Avail

CIC Notice by Marlene D. Huls, Gifford, Illinois, to retain 29.8 

percent of the voting shares of Illini Corporation, Springfield, 

Illinois, and thereby indirectly acquire Illini Bank, Springfield, 

Illinois.

Fed Reg – 10/13/2004

Newspaper – 11/01/2004

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 – 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

3(a)(1) Notice Bancshares Holding Corp., Downers Grove, Illinois, to become 

a bank holding company through the acquisition of 100 percent 

of the voting shares of The Bank of Commerce, Downers Grove, 

Illinois.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

630948 Bank of Lenawee

135 E. Maumee Street

Adrian, Michigan 49221

(517) 265-5144

02/09/2004 10/07/2004 O X

582234 Old Second Bank-Kane Co.

749 N. Main Street

Elburn, Illinois 60119

(630) 365-6401

04/05/2004 10/07/2004 S X
Section V – Availability of CRA public evaluations

289542 Old Second Bank-Yorkville

102 E. Van Emmon Street

Yorkville, Illinois 60560

(630) 553-4230

03/22/2004 10/07/2004 S X

716833 Marquette Bank

6316 S. Western Avenue

Chicago, Illinois 60636

(773) 918-4524

04/19/2004 10/08/2004 O X

312244 First Bank of Berne

102 W. Main Street

Berne, Indiana 46711

(260) 589-2151

03/22/2004 10/12/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, October 16, 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 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.

Newspaper – N/Avail

Fed Reg – 11/04/2004

3A1 FCB Financial Services, Inc., Marion, Arkansas, to become a 

bank holding company by acquiring 100 percent of First 

Community Bank of Eastern Arkansas, Marion, Arkansas.*

Newspaper – N/Avail

Fed Reg – 11/15/2004

3A5 FSB Bancshares, Inc., Henderson, Tennessee, to merge with 

Friendship Bancshares, Inc., Friendship, Tennessee, and thereby 

indirectly acquire Friendship Bank, Friendship, Tennessee.*

Newspaper – 11/13/2004

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

3A1 Jamestown Bancshares, Inc., Jamestown, Missouri, to become a 

bank holding company by acquiring 100 percent of Peoples 

Bank of Jamestown, Jamestown, Missouri.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, October 16, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) DCNB Holding Company, Clear Lake, South Dakota, to 

become a bank holding company by acquiring 100 percent 

of Deuel County National Bank, Clear Lake, South 

Dakota.*

Fed Reg – 11/08/2004

Newspaper – N/Avail

3(a)(3) Marshall Bancorp, Inc., Minneapolis, Minnesota, to 

acquire 100% of BANKFIRST Corporation, Sioux Falls, 

South Dakota, and thereby indirectly acquire 

BANKFIRST, Sioux Falls, South Dakota.*

Fed Reg – 10/22/2004

Newspaper-10/22/2004

CIC Notice by Todd L. Johnson, Superior, Wisconsin, to gain 

control of NATCOM Bancshares, Inc., Superior, 

Wisconsin, and thereby indirectly gain control of National 

Bank of Commerce, Superior, Wisconsin.

Fed Reg – 10/27/2004

Newspaper-10/25/2004

3(a)(1) Vision Bank Holdings, Inc., Fargo, North Dakota, to 

become a bank holding company by acquiring 100 percent 

of VISIONBank, Fargo, North Dakota, a de novo bank.*

Fed Reg – 11/15/2004

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

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 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, October 16, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) Young Corporation, Chillicothe, Missouri, to become a bank 

holding company through the indirect retention of 20.34 percent 

of the voting shares of Citizens Bancshares Co., Chillicothe, 

Missouri, parent of Citizens Bank & Trust Company, 

Chillicothe, Missouri.

Newspaper – N/Avail

Fed Reg – 11/15/2004

3(a)(1) Young Partners, L.P., Chillicothe, Missouri, to become a bank 

holding company through the direct retention of 20.34 percent of 

the voting shares of Citizens Bancshares Co., Chillicothe, 

Missouri, parent of Citizens Bank & Trust Company, 

Chillicothe, Missouri.

Newspaper – N/Avail

Fed Reg – 11/15/2004

3(a)(1) Vision Bancshares, Inc., Ada, Oklahoma, to become a bank 

holding company through the acquisition of up to 100 percent of 

the voting shares of First Ada Bancshares, Inc., Ada, Oklahoma, 

parent of First National Bank and Trust Company of Ada, Ada, 

Oklahoma.

Newspaper – 10/18/2004

Fed Reg – 10/18/2004

3(a)(1) Newco Front Range, Inc., Fort Collins, Colorado, to become a 

bank holding company through the acquisition of 100 percent of 

the voting shares of Guaranty Corporation, Denver, Colorado, 

parent of Guaranty Bank and Trust Company, Denver, 

Colorado; Collegiate Peaks Bank, Buena Vista, Colorado; and 

First National Bank of Strasburg, Strasburg, Colorado.

Newspaper – 11/04/2004

Fed Reg – 10/29/2004

3(a)(3) UniBanc Corporation, Maywood, Nebraska, to acquire 100 

percent of the voting shares of Farmers State Bank, Big Springs, 

Nebraska.

Newspaper – 09/14/2004

Fed Reg – 11/05/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(3) Citizens Bancshares Co., Chillicothe, Missouri, to acquire 12 

percent of the voting shares of First Community Bancshares, 

Inc., Overland Park, Kansas, parent of First Community Bank, 

Lee's Summit, Missouri.

Newspaper – N/Avail

Fed Reg – 11/15/2004

3(a)(3) Centennial Bank Holdings, Inc., Fort Collins, Colorado, to 

acquire, through its wholly owned subsidiary Newco Front 

Range, Inc., Fort Collins, Colorado, 100 percent of the voting 

shares of Guaranty Corporation, Denver, Colorado, parent of 

Guaranty Bank and Trust Company, Denver, Colorado; 

Collegiate Peaks Bank, Buena Vista, Colorado; and First 

National Bank of Strasburg, Strasburg, Colorado.

Newspaper – 11/04/2004

Fed Reg – 10/29/2004

4(c)(8) Vision Bancshares, Inc., Ada, Oklahoma, to engage in credit 

insurance agency activities and consumer finance activities 

through the acquisition of Witherspoon Finance Company, Inc., 

Ada, Oklahoma.

Newspaper – 10/18/2004

Fed Reg – 10/18/2004

4(c)(8) UniBanc Corporation, Maywood, Nebraska, to engage in 

general insurance activities through the acquisition of 

Hendrickson-Kjeldgaard Agency, Big Springs, Nebraska.

Newspaper – 09/14/2004

Fed Reg – 11/05/2004

4(c)(8) Centennial Bank Holdings, Inc., Fort Collins, Colorado, to 

engage in trust activities through the acquisition of Guaranty 

Corporation, Denver, Colorado, parent of AMG Guaranty Trust, 

N.A., Greenwood Village, Colorado.

Newspaper – 11/04/2004

Fed Reg – 10/29/2004

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

Membership First State Bank, Lincoln, Nebraska, to become a member of the 

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

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, October 16, 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 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, October 16, 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

4(c)(8) First National Bank Holding Company, Scottsdale, Arizona, to 

acquire 100 percent of First Capital Bank of New Mexico, FSB, 

Albuquerque, New Mexico, and thereby establish a de novo 

savings association.*

Newspaper – 08/19/2004

Fed Reg – 08/17/2004

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 – N/Avail

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

Foreign Branch Zions First National Bank, Salt Lake City, Utah, to establish a 

branch in London, United Kingdom.

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