Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 13

Week Ending March 31, 2001

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions March 25, 2001 to March 31, 2001

Bank Holding Companies

Bank Hapoalim, B.M., Tel Aviv, Israel; Zohar Hashemesh Le'Hashkaot Ltd; Arison 

Holdings (1998) Ltd.; Israel Salt Industries Ltd., Atlit; and Hapoalim U.S.A. 

Holding Company, Inc., New York, New York -- to become bank holding 

companies through the acquisition of Signature Bank, New York, New York, a de 

novo bank.

- Approved, March 26, 2001 

Franklin Resources, Inc., San Mateo, California -- to become a bank holding 

company through the acquisition of Fiduciary Trust Company International, New 

York, New York; and election to become a financial holding company.

- Approved, March 26, 2001 

Forms

Forms -- Declaration for a State Member Bank to Control a Financial Subsidiary (FR 

4017).

- Approved, March 26, 2001 

Regulations And Policies

Electronic consumer disclosures -- interim rules for uniform standards for electronic 

delivery of disclosures under five consumer protection regulations: B (Equal Credit 

Opportunity; Docket No. R-1040); E (Electronic Fund Transfers; Docket No. R1041); M (Consumer Leasing; Docket No. R-1042); Z (Truth in Lending; Docket 

No. R-1043); and DD (Truth in Savings; Docket No. R-1044).

- Announced, March 29, 2001 

Regulation H -- proposed amendments to expand the prohibition against deposit 

production offices to any branch of a bank controlled by an out-of-State bank 

holding company [Docket No. R-1099].

- Approved, March 28, 2001 

Enforcement

First Community Bank, Conway, Arkansas -- consent order of assessment of civil 

money penalty.

- Announced, March 29, 2001 

(AC) = Addition or Correction Board - Page 1 of 2
H.2 Board Actions March 25, 2001 to March 31, 2001

Enforcement

The Professional Bank, Denver, Colorado -- public administrative hearing to 

commence on April 2, 2001, in connection with an enforcement action against Oren 

L. Benton and Edward D. Scott.

- Announced, March 26, 2001 

(AC) = Addition or Correction Board - Page 2 of 2
March 25, 2001 to March 31, 2001

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment

International Fiance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

The Bank of Monroe, Union, West Virginia -- to establish a branch at 790 North 

Jefferson Street, Lewisburg, and to invest in bank premises.

- Approved, March 28, 2001 

Richmond

Barnes Banking Company, Kaysville, Utah -- to establish a branch at 431 South 300 

East, Salt Lake City, Utah.

- Approved, March 26, 2001 

Secretary

Capon Valley Bank, Wardensville, West Virginia -- to establish a branch at 6701 

Northwestern Pike, Gore, Virginia, and to invest in bank premises.

- Approved, March 28, 2001 

Richmond

Coast Commercial Bank, Santa Cruz, California -- to establish a branch at Mission 

Street 2 SE of Fifth, Carmel.

- Approved, March 30, 2001 

San Francisco

Community Savings Bank, Robins, Iowa -- to establish a branch at 3414 Mt. Vernon 

Road SE, Cedar Rapids.

- Approved, March 30, 2001 

Chicago

County Bank, Merced, California -- to establish a branch at 130 Battery Street, San 

Francisco.

- Approved, March 28, 2001 

San Francisco

Fifth Third Bank, Kentucky, Inc., Louisville, Kentucky -- to establish a branch at 

1501 West Broadway.

- Approved, March 27, 2001 

St. Louis

(AC) = Addition or Correction Delegated - Page 1 of 9
H.2 Actions under delegated authority March 25, 2001 to March 31, 2001

Bank Branches, Domestic

Pleasants County Bank, St. Marys, West Virginia -- to establish a branch at 213 

Washington Street.

- Approved, March 28, 2001 

Richmond

Provident Bank, Cincinnati, Ohio -- to establish a branch at 7366 52nd Place East, 

Bradenton, Florida.

- Approved, March 29, 2001 

Cleveland

Security State Bank of Pecos, Pecos, Texas -- to establish a branch at 109 Highway 

90, Marathon.

- Approved, March 30, 2001 

Secretary

TIB The Independent Bankersbank, Irving, Texas -- to establish a branch at 7134 

Yale Avenue, Tulsa, Oklahoma.

- Approved, March 28, 2001 

Dallas

Western Security Bank, Scottsdale, Arizona -- to establish a branch at 22841 North 

19th Avenue, Phoenix.

- Approved, March 26, 2001 

San Francisco

Bank Holding Companies

1st Choice Bancorp, Inc., Houston, Texas, and 1st Choice Bancorp of Delaware, 

Inc., Wilmington, Delaware -- for 1st Choice Bancorp of Delaware to become a bank 

holding company through the acquisition of 1st Choice Bank, Houston, Texas; and 

for 1st Choice Bancorp to become a bank holding company through the acquisition 

of both institutions.

- Approved, March 28, 2001 

Dallas

(AC) = Addition or Correction Delegated - Page 2 of 9
H.2 Actions under delegated authority March 25, 2001 to March 31, 2001

Bank Holding Companies

Admiral Family Banks, Inc., Alsip, Illinois -- to acquire Federated Bancorp, Inc., 

Loda, and Federated Bank, Onarga.

- Approved, March 29, 2001 

Chicago

Boiling Springs, MHC, Rutherford, New Jersey, and Boiling Springs Bancorp -- to 

merge with Ridgewood Financial, MHC, Ridgewood, and Ridgewood Financial, 

Inc., and thereby acquire Ridgewood Savings Bank of New Jersey.

- Approved, March 30, 2001 

New York

Border Capital Group, Inc., McAllen, Texas, and Border Capital Group of Delaware, 

Inc., Dover, Delaware -- for Border Capital Group of Delaware to become a bank 

holding company through the acquisition of McAllen National Bank, McAllen, 

Texas; and for Border Capital Group to become a bank holding company through 

the acquisition of both institutions.

- Approved, March 29, 2001 

Dallas

Chittenden Corporation, Burlington, Vermont -- to acquire Maine Bank 

Corporation, Portland, Maine, and Maine Bank and Trust Company.

- Approved, March 28, 2001 

Boston

Citigroup Inc., New York, New York -- commenter's request to extend the comment 

period on the proposed acquisition of European American Bank, Uniondale.

- Denied, March 29, 2001 

Secretary

Community First Banking Company, Carrollton, Georgia -- waiver of application in 

connection with the proposed merger of its subsidiary bank, Community First Bank, 

with Douglas Federal Bank, FSB, Douglasville, a subsidiary of First Deposit 

Bancshares, Inc.

- Withdrawn, March 27, 2001 

Atlanta

(AC) = Addition or Correction Delegated - Page 3 of 9
H.2 Actions under delegated authority March 25, 2001 to March 31, 2001

Bank Holding Companies

Cowboy State Bancorp, Inc., Ranchester, Wyoming -- to become a bank holding 

company through the acquisition of Tongue River Valley Bancshares, Inc. and its 

subsidiary, Ranchester State Bank.

- Approved, March 29, 2001 

Kansas City

Farmington Bancorp, Inc., Farmington, Illinois -- to engage through a new 

subsidiary, Farmington Devcorp, in community development activities.

- Withdrawn, March 29, 2001 

Chicago

Greater Bay Bancorp, Palo Alto, California -- to acquire CAPCO Financial 

Company, Inc., Bellevue, Washington, and thereby engage in permissible nonbanking 

activities.

- Approved, March 26, 2001 

San Francisco

Heartland Bancorp, Inc., Bloomington, Illinois -- to acquire Court Acceptance 

Company, Pekin, and thereby acquire First State Bank of Pekin.

- Approved, March 27, 2001 

Chicago

Lone Tree Service Company, Lone Tree, Iowa -- to engage de novo in lending 

activities.

- Approved, March 30, 2001 

Chicago

Marshall & Ilsley Corporation, Milwaukee, Wisconsin -- to acquire shares of 

Mortgagebot LLC, Cedarburg, and thereby engage in data processing services.

- Approved, March 30, 2001 

Chicago

Mitsubishi Tokyo Financial Group, Inc., Tokyo, Japan, and The Bank of TokyoMitsubishi, Ltd. -- to engage, through KOKUSAI America Incorporated, New York, 

New York, in certain financial advisory and securities-related activities.

- Approved, March 28, 2001 

San Francisco

(AC) = Addition or Correction Delegated - Page 4 of 9
H.2 Actions under delegated authority March 25, 2001 to March 31, 2001

Bank Holding Companies

South Bay Bancorp, Torrance, California -- to acquire South Bay Bank and election 

to become a financial holding company.

- Approved, March 26, 2001 

San Francisco

Southern Community Bancorp, Inc., Orlando, Florida -- to retain an interest in 

Southern Community Banc Mortgage, LLC, Longwood, and thereby engage in 

residential mortgage loan origination, processing, and closing.

- Approved, March 23, 2001 (AC)

Atlanta

Southern Community Bancorp, Inc., Orlando, Florida -- to merge with Peninsula 

Bancorp, Inc., Daytona Beach, and thereby acquire Peninsula Bank of Central 

Florida.

- Approved, March 30, 2001 

Atlanta

SouthwestUSA Corporation, Las Vegas, Nevada -- to become a bank holding 

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

- Approved, March 29, 2001 

San Francisco

Texas Financial Bancorp, Inc., Minneapolis, Minnesota, and Delaware Financial, 

Inc., Wilmington, Delaware -- to acquire First National Bank of Texas, Decatur, 

Texas.

- Approved, March 28, 2001 

Dallas

Worth Bancorp, Spartanburg, Indiana -- to become a bank holding company through 

the acquisition of Greensfork Township State Bank.

- Withdrawn, March 28, 2001 

Chicago

(AC) = Addition or Correction Delegated - Page 5 of 9
H.2 Actions under delegated authority March 25, 2001 to March 31, 2001

Bank Premises

The Brand Banking Company, Lawrenceville, Georgia -- to increase its investment in 

bank premises.

- Approved, March 28, 2001 

Atlanta

Banks, Nonmember, And Miscellaneous Institutions

Golden Security Bank, Alhambra, California -- request for exemption from Section 

23A of the Federal Reserve Act.

- Granted, March 28, 2001 

Director, BS&R

Change In Bank Control

ONB Financial Services, Inc., Ocala, Florida -- change in bank control.

- Permitted, March 30, 2001 

Atlanta

Competitive Factors Reports

B&L Bank, Lexington, Missouri -- report on competitive factors of the proposed 

merger with Lafayette County Bank of Lexington/Wellington.

- Submitted, March 26, 2001 

Kansas City

Bank of America, National Association, Charlotte, North Carolina -- report on 

competitive factors of the proposed merger with NationsBank Trust Company of 

New York, New York, New York.

- Submitted, March 29, 2001 

Richmond

Bank of Prattville, Prattville, Alabama -- report on competitive factors of the 

proposed merger with Whitney National Bank, New Orleans, Louisiana.

- Submitted, March 27, 2001 

Atlanta

(AC) = Addition or Correction Delegated - Page 6 of 9
H.2 Actions under delegated authority March 25, 2001 to March 31, 2001

Competitive Factors Reports

Cecil Federal Savings Bank, Elkton, Maryland -- report on competitive factors of the 

proposed merger with Columbian Bank, a Federal Savings Bank, Havre de Grace.

- Submitted, March 29, 2001 

Richmond

Community Bank Delavan, Delavan, Wisconsin -- report on competitive factors of 

the proposed acquisition of the Sharon branch of M&I Bank South, Janesville.

- Submitted, March 27, 2001 

Chicago

Delaware National Bank, Georgetown, Delaware -- report on competitive factors of 

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

Delaware branches of Sovereign Bank, Wyomissing, Pennsylvania.

- Submitted, March 26, 2001 

Philadelphia

First National Bank and Trust Company of the Treasure Coast, Stuart, Florida -- 

report on competitive factors of the proposed purchase of certain assets and 

assumption of certain liabilities of the Fort Pierce branch of BankAtlantic, FSB, Fort 

Lauderdale.

- Submitted, March 28, 2001 

Atlanta

First National Bank in Newton, Newton, Illinois -- report on competitive factors of 

the proposed merger with The Peoples State Bank of Newton.

- Submitted, March 29, 2001 

St. Louis

First National Bank of Edmond, Edmond, Oklahoma -- report on competitive factors 

of the proposed merger with Rockwell Bank, Oklahoma City.

- Submitted, March 26, 2001 

Kansas City

First Security Bank, Bozeman, Montana -- report on competitive factors of the 

proposed merger with First Security Bank of West Yellowstone, West Yellowstone.

- Submitted, March 28, 2001 

Minneapolis

(AC) = Addition or Correction Delegated - Page 7 of 9
H.2 Actions under delegated authority March 25, 2001 to March 31, 2001

Competitive Factors Reports

Stockman Bank of Montana, Miles City, Montana -- report on competitive factors of 

the proposed merger with Stockman Bank, N.A., Conrad.

- Submitted, March 27, 2001 

Minneapolis

Extensions Of Time

Arkansas State Bancshares, Inc., Siloam Springs, Arkansas -- extension to May 9, 

2001, to become a bank holding company through the acquisition of Arkansas State 

Bank.

- Granted, March 26, 2001 

St. Louis

Citibank, N.A., New York, New York -- extensions to November 1, 2001, January 

1, 2002, and March 26, 2002, for subsidiaries to divest certain properties.

- Granted, March 30, 2001 

Secretary

Financial Holding Companies

Commercial Bancshares, Inc., Upper Sandusky, Ohio -- election to become a 

financial holding company.

- Effective, March 26, 2001 

Cleveland

Delmar Bancorp, Delmar, Maryland -- election to become a financial holding 

company.

- Effective, March 29, 2001 

Richmond

First Century Bankshares, Inc., Bluefield, West Virginia -- election to become a 

financial holding company.

- Effective, March 29, 2001 

Richmond

Marblehead Bancorp, Marblehead, Ohio -- election to become a financial holding 

company.

- Effective, March 26, 2001 

Cleveland

(AC) = Addition or Correction Delegated - Page 8 of 9
H.2 Actions under delegated authority March 25, 2001 to March 31, 2001

Financial Holding Companies

Phelps County Bancshares, Inc., Rolla, Missouri, and Phelps County Bank Employee 

Stock Ownership Plan -- elections to become financial holding companies.

- Effective, March 29, 2001 

St. Louis

Prestonwood Bancshares, Inc., Dallas, Texas, and Prestonwood Bancshares of 

Nevada, Inc., Carson City, Nevada -- elections to become financial holding 

companies.

- Effective, March 26, 2001 

Dallas

River Valley Bancorp, Inc., Eldridge, Iowa -- election to become a financial holding 

company.

- Effective, March 26, 2001 

Chicago

Membership

M&I Bank of Mayville, Mayville, Wisconsin -- membership in the Federal Reserve 

System.

- Withdrawn, March 28, 2001 

Chicago

Worth Bank, Spartanburg, Indiana -- membership in the Federal Reserve System.

- Withdrawn, March 28, 2001 

Chicago

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

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, March 31, 2001

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

Change in Control Boston Federal Savings Bank Employee Stock Ownership Plan,

Burlington, Massachusetts - notification to acquire up to 24.9%

of the voting shares of BostonFed Bancorp, Inc., Burlington,

Massachusetts

Newspaper - 04/10/2001

Fed Reg - 04/13/2001

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

Regulation K Fleet National Bank, Providence, Rhode Island - prior notice to

invest in 100% of the shares of Fleet Bank (Europe) Limited,

London, England pursuant to section 25 of the Federal Reserve

Act and section 211.5(c)(3)
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, March 31, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Bank of Communications, People’s Republic of China, to

establish a representative office in Los Angeles, California .*

Newspaper – N/Avail

Branch Abbey National Treasury Services plc, London, United

Kingdom, to establish a branch in Stamford, Connecticut.*

Newspaper – 03/24/2001

Branch Manufacturers and Traders Trust Company to establish a branch

office in the Mid-City Plaza at 955-969 Payne Avenue, City of

North Tonawanda, Niagara county, New York.

Newspaper – N/Avail

Branch Banca Intesa, S.p.A., Milan, Italy, to establish branches in New

York, New York, and Chicago, Illinois, and an agency in Los

Angeles, California.

Newspaper – N/Avail

Branch Manufacturers and Traders Company, Buffalo, New York, to

establish a branch office at 6560 Carlisle Pike, Suite 500, Silver

Spring, PA.

Newspaper – 04/02/2001

Branch Manufacturers and Traders Company, Buffalo, New York, to

establish a seasonal-use full-service branch at the Carlisle

Fairgrounds, 1000 Bryn Mawr Road, Building “T”, North

Middleton Township, PA.

Newspaper – 04/02/2001

Representative

Office

China Merchants Bank, Shenzhen, People’s Republic of China,

to establish a representative office in New York, New York.

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1)/3(a)(5)/

4(c)(8)

Royal Bank of Canada, Montreal and Rock Merger Subsidiary,

Inc., Raleigh, North Carolina, to become bank holding

companies by acquiring Centura Banks, Inc. and Centrua Bank,

both of Rocky Mount, North Carolina.

Newspaper – N/Avail

Fed Reg – 04/12/2001

3(a)(1) C.C. Bancorp, Inc., Little Valley, New York, to become a bank

holding company by acquiring 100 percent of the shares of

Cattaraugus County Bank, Little Valley, New York.

Newspaper – N/Avail

Fed Reg – 04/23/2001
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1)/3(a)(3) Citigroup Inc., New York, New York, Citigroup Holding

Company, Wilmington, Delaware, Citibank, N.A., New York,

New York, and Citicorp, New York, New York, to acquire

European American Bank, Uniondale, New York.*

Newspaper – N/Avail

Fed Reg – 04/02/2001

* 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

25 Citibank, N.A., New York, New York, and Citibank Overseas

Investment Corporation, New Castle, Delaware, to make an

investment pursuant to Section 25 of the Federal Reserve Act.

25 Citigroup Inc., New York, New York, and Travelers Group

International LLC, New York, New York, to make an

investment pursuant to Section 25 of the Federal Reserve Act.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for First Quarter of 2001

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, March 31, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, March 31, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Received application on 03/26/2001 from Fifth Third Bank,

Cincinnati, OH to acquire and merge with Universal Savings Bank,

Milwaukee, WI and incident thereto establish a branch.*

04/22/2001

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

Type Application

Ending date of

comment period

4(c)(8) Received application on 03/26/2001 from Fifth Third Bancorp and

Fif Third Financial, both of Cincinnati, OH to acquire UNB, Inc.,

Milwaukee, WI and its subsidiaries.*

Newspaper: 04/22/2001

Fed Reg: 04/26/2001

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.

The federal bank regulators use the following four 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, March 31, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Allfirst Bank, Baltimore, Maryland, to establish a branch at

17724 Garland Groh Boulevard, Hagerstown, Maryland.*

Newspaper - 04/18/2001

*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 Federal Register or newspaper notice

Type Application

3(a)(1) BancShares of Carolina, Inc., Manning, South Carolina, to

become a bank holding company through the acquisition of

100% of the voting shares of The Bank of Clarendon, Manning,

South Carolina.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, March 31, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch AuburnBank, Auburn, Alabama, to establish a branch located at

950 Auburn Road, Notasulga, Alabama, to be known as the

Notasulga Branch of AuburnBank.

04/07/2001*

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

located at 1745 East Nine Mile Road, Pensacola, Florida, to be

known as the University Branch.

03/28/2001*

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

located at 6093 US Highway 98 West, Hattiesburg, Mississippi,

to be known as the Highway 98 West Branch.

03/28/2001*

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at

2401 N. Charles Street, Baltimore, Maryland, to be known as the

North Charles Safeway Office.

03/25/2001*

*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)(3) Persons Banking Company, Inc., Lithonia, Georgia, to acquire

The Farmers Bank, Forsyth, Georgia.

Newspaper –

05/04/2001*

3(a)(1) Old Florida Bankshares, Inc., Fort Myers, Florida, to become a

bank holding company by acquiring Old Florida Bank, Fort

Myers, Florida.

N/Avail*

CIC Citizens Corporation, Columbia, Mississippi, prior notification

filed by Mr. Christopher Lane Kemp, Mr. Kevin Lee Kemp, Mr.

Robert Lem Kemp, Jr., and Ms. Carol Lynn Simpson to acquire

0.46 percent of the outstanding shares of Citizens Corporation,

Columbia, Mississippi, pursuant to the Change in Bank Control

Act of 1978. Total ownership will equal 16.14 percent.

Fed Reg – 04/04/2001

*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

COM Pelican Financial, Inc., Ann Arbor, Michigan, commitment

waiver request.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, March 31, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Baylake Bank, Sturgeon Bay, Wisconsin, for prior approval to

establish a branch at 211 Commerce Drive, Luxemburg,

Wisconsin.*

Newspaper – 4/05/2001

Merger The Farmers Bank of Mt. Pulaski, Mt. Pulaski, Illinois, for prior

approval to acquire the Mt. Pulaski, Illinois branch office of

Citizens National Bank, Macomb, Illinois.*

Newspaper – 4/16/2001

Merger M&I Marshall & Ilsley Bank, Milwaukee, Wisconsin, for prior

approval to purchase the loans and assume the deposits of the

Phoenix, Arizona branch of Harris Trust Bank of Arizona,

Scottsdale, Arizona.*

Newspaper – N/Avail

Branch Prairie Bank and Trust Company, Bridgeview, Illinois, for prior

approval to establish a branch at the southwest corner of 191st

and 88th Avenue, Mokena, Illinois.*

Newspaper – 3/28/2001

Merger &

 Branch

Rolling Hills Bank and Trust, Atlantic, Iowa, for prior approval

to merge with Rippey Savings Bank, Rippey, Iowa and thereby

to establish a branch at 214 Main Street, Rippey, Iowa.*

Newspaper – 3/31/2001

* 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) American National Bank of Beaver Dam Employee Stock

Ownership Trust, Beaver Dam, Wisconsin, for prior approval to

become a bank holding company through the acquisition of 30

percent of the voting shares of Ambanc Financial Services, Inc.,

Beaver Dam, Wisconsin and thereby indirectly acquire

American National Bank of Beaver Dam, Beaver Dam,

Wisconsin and Bank of Helenville, Helenville, Wisconsin.*

Fed Reg – 4/25/2001

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

Type Application

Ending date of

comment period

3(a)(3) Heartland Bancorp, Inc., Bloomington, Illinois, for prior

approval to acquire 100 percent of the voting shares of Chenoa

Corporation, Chenoa, Illinois and thereby indirectly acquire

Bank of Chenoa, Chenoa, Illinois.*

Fed Reg – N/Avail

Newspaper – N/Avail

4(c)(8) MB Financial, Inc., Chicago, Illinois and Manufacturers

National Corporation, Chicago, Illinois, for prior approval to

acquire 100 percent of the voting shares of FSL Holdings, Inc.,

South Holland, Illinois and thereby indirectly acquire First

Savings & Loan Association of South Holland, South Holland,

Illinois.*

Fed Reg – 4/20/2001

Newspaper – 4/16/2001

3(a)(3) Marshall & Ilsley Corporation, Milwaukee, Wisconsin, for prior

approval to acquire 100 percent of the voting shares of M&I

Bank of Mayville (in organization), Mayville, Wisconsin.*

Fed Reg – 4/27/2001

3(a)(3) Peotone Bancorp, Inc., Peotone, Illinois, for prior approval to

acquire 20.62 percent of the voting shares of SouthwestUSA

Corporation, Las Vegas, Nevada and thereby indirectly acquire

SouthwestUSA Bank (in organization), Las Vegas, Nevada.*

Fed Reg – 4/13/2001

Newspaper – 4/14/2001

CIC Notification by Todd R. Nicklaus and Greg P. Nicklaus, of a

Change in Control of River Valley Bancorporation, Inc., Merrill,

Wisconsin.

Fed Reg – 4/17/2001

Newspaper – 4/09/2001

CIC Notification by John Manning, Lynette Manning , George

Manning , Ona Manning , Ann Manning , David Manning ,

Janet Manning , Albert Manning , Kim Manning , Matthew

Manning , Judith Manning , and Elizabeth Manning Edwards, of

a Change in Control to retain ownership of Van Buren

Bancorporation, Keosauqua, Iowa.

Fed Reg – 4/09/2001

Newspaper – 4/13/2001

* 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) East Side Bancorporation, Inc., Chicago, Illinois, notification of

intent to purchase loan participations from its subsidiary bank,

BankChicago, Chicago, Illinois, and thereby to engage in

extending credit and servicing loans.

Fed Reg – 4/11/2001

4(c)(8) Farmington Bancorp, Inc., Farmington, Illinois, notification of

intent to establish a wholly-owned subsidiary, to be known as

Farmington Devcorp and to thereby engage in community

development activities.

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

Type Application

Membership M&I Bank of Mayville (in organization), Mayville, Wisconsin,

for prior approval to become a member of the Federal Reserve

System.

Waiver State Financial Services Corporation, Hales Corners, Wisconsin,

for prior approval for waiver of filing a Section 3(a)(3)

application to acquire LB Bancorp, Inc., Milwaukee, Wisconsin

and their subsidiary bank, Liberty Bank, Milwaukee, Wisconsin.

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

2142155 Quad City Bank & Trust Company

2118 Middle Road

Bettendorf, Iowa 52722-9965

(319) 344-0600

6/05/2000 3/26/2001 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, March 31, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Notice by Rockhold Bancorp, Kirksville, Missouri, to acquire

25 percent of La Plata Bancshares, Inc., La Plata, Missouri.*

Newspaper – 4/27/2001

Fed. Reg. N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

3(a)(5)(C) Notice by Ambanc Holding Company, Inc., Bowling Green,

Kentucky, to acquire American Bank & Trust Company, Inc.,

Bowling Green, Kentucky.
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

2837059 Southern Bank of Commerce

Paragould, Arkansas

10/30/2000 3/28/2001 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, March 31, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18C & BKBR Security State Bank of Edgeley, Edgeley, North Dakota, to

merge with Kulm State Bank, Kulm, North Dakota, and incident

thereto establish branches in the North Dakota communities of

Kulm and Fredonia.*

N/Avail.

18C & BKBR Pioneer Bank, Mapleton, Minnesota, to merge with Citizens

State Bank of St. James, St. James, Minnesota, and incident

thereto establish a branch in St. James, Minnesota.*

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) JBS, Inc., (formerly known as Jans Bancshares, Inc.), Kulm,

North Dakota, for prior approval to merge with Edgeley

Bancorporation, Inc., Edgeley, North Dakota.*

Fed. Reg. – 04/26/2001

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)LLD McIntosh County Bank Holding Company, Inc., Ashley, North

Dakota, to engage de novo in extending credit and servicing

loans.

04/16/2001
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

659855 First Interstate Bank

Billings, Montana

10/30/2000 03/26/2001 O X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, March 31, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Centennial Bank Holdings, Inc., Eaton, Colorado, for prior

approval to acquire 100 percent of the voting shares of Berthoud

Bancorp, Inc., Berthoud, Colorado, and thereby indirectly

acquire The Berthoud National Bank, Berthoud, Colorado.

Newspaper – 04/09/2001

Fed Reg – 04/27/2001

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Member American Exchange Bank, Elmwood, Nebraska, for prior

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

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

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, March 31, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Henderson Citizens Bancshares, Inc., Henderson, TX, and

Henderson Citizens Delaware Bancshares, Inc., Dover, DE,

to acquire

Rusk County Bancshares, Inc., Henderson, TX,

Rusk County Delaware Financial Corporation, Dover, DE, and

Peoples State Bank, Henderson, TX*

(previously reported the week ending March 24, 2001)

Fed Reg – 04/27/2001

Newspaper – N/Avail

3(a)(1) CB&T Bancshares, Inc., Vivian, LA, to acquire

Citizens Bank and Trust Company of Vivian, Vivian, LA*

Fed Reg – 04/27/2001

Newspaper – N/Avail

3(a)(1) TRB Bancorp, Inc., Dallas, TX, to acquire

Greenbelt Bancshares, Inc., Quanah, TX, and

The Security National Bank of Quanah, Quanah, TX*

Fed Reg – 04/27/2001

Newspaper – N/Avail

CIC Michael Edwin Aldredge, Bellville, TX, only notificant,

to acquire an interest in

Fayetteville Bancshares, Inc., Fayetteville, TX

Fed Reg – 04/18/2001

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 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, March 31, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Coast Commercial Bank, Santa Cruz, California, to establish a

branch office at Mission Street 2 SE of Fifth, Carmel, California,

pursuant to section 9 of the Federal Reserve Act.*

Newspaper - 04/07/2001

* 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) North Cascades Bancshares, Inc., Chelan, Washignton, to

acquire up to 35 percent of bankcda (in organization), Coeur

d’Alene, Idaho.*

Newspaper - 04/11/2001

Fed Reg - 04/27/2001

* 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