ORDERS ISSUED UNDER INTERNATIONAL BANKING ACT.

Banco BBA-Creditanstalt S.A. Sao Paulo, Brazil

Order Approving Establishment of a Representative Office Banco BBA-Creditanstalt S.A. ("Bank"), Sao Paulo, Brazil, a foreign bank within the meaning of the International Banking Act ("IBA"), has applied under section 10(a) of the IBA (12 U.S.C. [sections] 3107(a)) to stablish a representative office in New York, New York. The Foreign Bank Supervision Enhancement Act of 1991, which amended the IBA, provides that a foreign bank must obtain the approval of the Board to establish a representative office in the United States.

Notice of the application, affording interested persons an opportunity to submit comments, has been published in a newspaper of general circulation in New York, New York (New York Post, February 13, 1998). The time for filing comments has expired, and the Board has considered the application and all comments received.

Bank, with assets of approximately $6.8 billion,(1) was incorporated in Brazil in 1988. Bank engages in a full range of commercial and investment banking activities. In addition, through subsidiaries, Bank provides consumer loans and private banking services. Bank operates five banking offices in Brazil, a branch in Nassau, the Bahamas, and a representative office in Buenos Aires, Argentina. Bank recently received approval from the U.K. Financial Services Authority to establish a representative office in London, England.

Bank is a subsidiary of BBA Participacoes S.A. ("Participacoes"), Sao Paulo, Brazil, a holding company, and Bank Austria Aktiengesellschaft ("Bank Austria"), Vienna, Austria. Participacoes owns a registered brokerdealer, BBA Securities Corp., in New York, New York. Bank Austria operates branches in Greenwich, Connecticut, and New York, New York; representative offices in Atlanta, Georgia, Chicago, Illinois, and San Francisco, California; and owns several U.S. subsidiaries that engage in nonbanking activities in accordance with the Bank Holding Company Act ("BHC Act") and Regulation Y.(2)

The proposed representative office would solicit new business, conduct research, and act as a liaison between Bank's head office in Brazil and customers in the United States.

In acting on an application to establish a representative office, the IBA and Regulation K provide that the Board shall take into account whether the foreign bank engages directly in the business of banking outside the United States and has furnished to the Board the information it needs to assess the application adequately. The Board also shall take into account whether the foreign bank and any foreign bank parent is subject to comprehensive supervision or regulation on a consolidated basis by its home country supervisor (12 U.S.C. [sections] 3107(a)(2); 12 C.F.R. 211.24(d)(2)).(3) In addition, the Board may take into account additional standards set forth in the IBA and Regulation K (12 U.S.C. [sections] 3105(d)(3)-(4); 12 C.F.R. 211.24(c)(2)). The Board previously has stated that the standards that apply to the establishment of a branch or agency need not in every case apply to the establishment of a representative office, because representative offices do not engage in a banking business and cannot take deposits or make loans.(4)

With respect to home country supervision of Bank, the Board has considered the following information. Bank is subject to the regulatory and supervisory authority of the Central Bank of Brazil ("Central Bank"), which has primary responsibility for the regulation of financial institutions in Brazil. The Central Bank has no objection to Bank's establishment of the proposed representative office. The Board has previously determined that the Central Bank exercises a significant degree of supervision over the activities of two other Brazilian banks, both of which were approved to establish representative offices in the United States.(5) The Board has determined that Bank is supervised by the Central Bank on substantially the same terms and conditions as the other Brazilian banks.

Bank Austria is subject to the supervisory authority of the Austrian Federal Ministry of Finance ("Ministry") and the Austrian National Bank. The Board has previously determined that the Austrian supervisors exercise a significant degree of supervision over the activities of Bank Austria in connection with the establishment of a representative office in Chicago, Illinois.(6)

Based on all the facts of record, the Board has determined that factors relating to the supervision of Bank and Bank Austria by their respective home country supervisors are consistent with approval of the proposed representative office.

The Board also has determined that for the purposes of the IBA and Regulation K, Bank and Bank Austria engage directly in the business of banking outside of the United States. Bank and its parent companies have provided the Board with information necessary to assess the application through submissions that address the relevant issues.

The Board also has taken into account the additional standards set forth in section 7 of the IBA and Regulation K (see 12 U.S.C. [sections] 3105(d)(3)-(4), 12 C.F.R. 211.24(c)(2)). As noted above, the Central Bank has no objection to Bank's establishment of the proposed representative office. The Board also has determined that financial and managerial factors are consistent with approval of the proposed representative office. Bank appears to have the experience and capacity to support the proposed representative office and has established controls and procedures for the proposed representative office to ensure compliance with U.S. law.

With respect to access to information about Bank's operations, the Board has reviewed the restrictions on disclosure in relevant jurisdictions in which Bank operates and has communicated with relevant government authorities regarding access to information. Bank and its ultimate parents have committed to make available to the Board such information on the operations of Bank and any of its affiliates that the Board deems necessary to determine and enforce compliance with the IBA, the BHC Act, as amended, and other applicable federal law. To the extent that the provision of such information to the Board may be prohibited by law, Bank and its ultimate parents have committed to cooperate with the Board to obtain any necessary consents or waivers that might be required from third parties for disclosure of such information. In addition, subject to certain conditions, the Central Bank and Ministry may share information on Bank's operations with other supervisors, including the Board. In light of these commitments and other facts of record, and subject to the conditions described below, the Board concludes that Bank has provided adequate assurances of access to any necessary information that the Board may request.

On the basis of all the facts of record, and subject to the commitments made by Bank and its ultimate parents, and the terms and conditions set forth in this order, the Board has determined that Bank's application to establish a representative office should be, and hereby is, approved. Should any restrictions on access to information on the operations or activities of Bank and its affiliates subsequently interfere with the Board's ability to obtain information to determine and enforce compliance by Bank or its affiliates with applicable federal statutes, the Board may require termination of any of Bank's direct or indirect activities in the United States. Approval of this application also is specifically conditioned on compliance by Bank and its ultimate parents with the commitments made in connection with this application and with the conditions in this order.(7) The commitments and conditions referred to above are conditions imposed in writing by the Board in connection with its decision, and may be enforced in proceedings under 12 U.S.C. [sections] 1818 against Bank and its affiliates.

By order of the Board of Governors, effective May 17, 1999.

Voting for this action: Chairman Greenspan, Vice Chair Rivlin, and Governors Kelley, Meyer, Ferguson, and Gramlich.

(1.) Data are as of December 31, 1998.

(2.) Bank Austria's Greenwich, Connecticut, branch, and its Atlanta, Georgia, and San Francisco, California, representative offices were previously owned by Creditanstalt-Bankverein ("Creditanstalt"). Effective September 24, 1998, Creditanstalt was merged with and into Bank Austria. Before the merger, Bank Austria received approval from the Board, under section 211.24(a)(3) of Regulation K, to continue to operate these offices pending consideration of its application.

(3.) In assessing this standard, the Board considers, among other factors, the extent to which the home country supervisors:

   (i) Ensure that the bank has adequate procedures for monitoring and
   controlling its activities worldwide;

   (ii) Obtain information on the condition of the bank and its subsidiaries
   and offices through regular examination reports, audit reports, or
   otherwise;

   (iii) Obtain information on the dealings with and relationship between the
   bank and its affiliates, both foreign and domestic;

   (iv) Receive from the bank financial reports that are consolidated on a
   worldwide basis, or comparable information that permits analysis of the
   bank's financial condition on a worldwide consolidated basis;

   (v) Evaluate prudential standards, such as capital adequacy and risk asset
   exposure, on a worldwide basis. These are indicia of comprehensive
   consolidated supervision. No single factor is essential and other elements
   may inform the Board's determination.

(4.) See 58 Federal Register 6348, 6351 (1993). See also Citizens National Bank, 79 Federal Reserve Bulletin 805 (1993); Agricultural Bank of China, 83 Federal Reserve Bulletin 617 (1997).

(5.) See Banco Bandeirantes, S.A., 81 Federal Reserve Bulletin 742 (1995); Unibanco-Uniao de Bancos Brasileiros, S.A., 82 Federal Reserve Bulletin 1148 (1996).

(6.) See Bank Austria, A.G., 81 Federal Reserve Bulletin 979 (1995).

(7.) The Board's authority to approve the establishment of the proposed representative office parallels the authority of the State of New York to license offices of a foreign bank. The Board's approval of this application does not supplant the authority of the State of New York and its agent, the New York State Banking Department ("Department"), to license the proposed representative office of Bank in accordance with any terms or conditions that the Department may impose.

APPLICATIONS APPROVED UNDER BANK HOLDING COMPANY ACT

By the Secretary of the Board

Recent applications have been approved by the Secretary of the Board as listed below. Copies are available upon request to the Freedom of Information Office, Office of the Secretary, Board of Governors of the Federal Reserve System, Washington, D.C. 20551.

Section 3

Applicant(s)                 Bank(s)                 Effective Date

FirstBank Holding Company    FirstBank of Adams      May 27, 1999
  Employee Stock Ownership     County, Thornton,
  Plan, Lakewood, Colorado     Colorado
FirstBank Holding Company
  of Colorado, Lakewood,
  Colorado
FirstBank Holding Company    FirstBank of El Paso    May 21, 1999
  Employee Stock Ownership     County, Colorado
  Plan, Lakewood, Colorado     Springs, Colorado
FirstBank Holding Company
  of Colorado, Lakewood,
  Colorado
First Security               XEON Financial          May 14, 1999
  Corporation, Salt Lake       Corporation,
  City, Utah                   Stateline, Nevada
                             Nevada Banking
                               Company, Stateline,
                               Nevada
                             Comstock Bancorp,
                               Reno, Nevada
                             Comstock Bank,
                               Reno, Nevada

Section 4

Applicant(s)                 Bank(s)                 Effective date

Cullen/Frost Bankers,        Frost Securities,       May 21, 1999
  Inc., San Antonio, Texas     Inc., Dallas, Texas
New Galveston Company,
  Wilmington, Delaware
First National of            Path Technology         May 17, 1999
  Nebraska, Inc., Omaha,       Group, Inc., Des
  Nebraska                     Moines, Iowa

Old Kent Financial           CFSB Bancorp, Inc.,     May 27, 1999
  Corporation, Grand           Lansing, Michigan
  Rapids, Michigan           Community First Bank,
                               Lansing, Michigan
                             Community First
                               Mortgage
                               Corporation,
                               Lansing, Michigan
                             Capitol Consolidated
                               Financial
                               Corporation,
                               Lansing, Michigan
                             Allegan Insurance
                               Agency, Inc.,
                               Lansing, Michigan

By Federal Reserve Banks

Recent applications have been approved by the Federal Reserve Banks as listed below. Copies are available upon request to the Reserve Banks.

Section 3

Applicant(s)                        Bank(s)

Amoret Bancshares, Inc.,            C.J. Bancshares, Inc.,
  Butler, Missouri                    Harrisonville, Missouri
                                    Citizens Bank of Missouri,
                                      Harrisonville, Missouri
Bloomfield Hills Bancorp, Inc.,     The Bank of Rochester,
  Bloomfield Hills, Michigan          Rochester, Michigan
BOK Financial Corporation,          Chaparral Bancshares, Inc.,
  Tulsa, Oklahoma                     Richardson, Texas
                                    Canyon Creek National Bank,
                                      Richardson, Texas
                                    Van Alstyne Financial
                                      Corporation,
                                      Van Alstyne, Texas
BOK Financial Corporation,          Mid-Cities Bancshares, Inc.,
  Tulsa, Oklahoma                     Hurst, Texas
                                    Mid-Cities National Bank,
                                      Hurst, Texas
BSB Bancorp, Inc.,                  Skaneateles Savings Bank,
  Binghamton, New York                Ridgefield, Connecticut
BSB Bank and Trust Company,         Skaneateles Bancorp, Inc.,
  Binghamton, New York                Ridgefield, Connecticut
Capitol Bancorp Limited,            East Valley Community Bank,
  Lansing, Michigan                   Chandler, Arizona
Sun Community Bancorp Limited,
  Phoenix, Arizona
Centon Bancorp, Inc.,               Richton Bank and Trust Company,
  Richton, Mississippi                Richton, Mississippi
Central Financial Corporation,      Mid-America Bancorp, Inc.,
  Hutchinson, Kansas                  Jewell, Kansas
Citizens Bancshares of Southwest    Citizens National Bank of
  Florida,                            Southwest Florida,
  Naples, Florida                     Naples, Florida
CNB, Inc.,                          Centennial National Bank,
  Walker, Minnesota                   Walker, Minnesota
Decatur Corporation, Inc.,          Spectrum Bancorporation, Inc.,
  Leon, Iowa                          Omaha, Nebraska
Durant Bancorp, Inc.,               First United Bank and Trust
  Durant, Oklahoma                    Company,
                                      Durant, Oklahoma
                                    First Shawnee Bancshares, Inc.,
                                      Shawnee, Oklahoma
                                    First State Bank and Trust
                                      Company,
                                      Shawnee, Oklahoma
Fifth Third Bancorp,                South Florida Bank Holding
  Cincinnati, Ohio                    Company,
First Financial Banc Corporation,     Fort Myers, Florida
  El Dorado, Arkansas               First Financial Bank, A Federal
                                      Savings Bank,
                                      El Dorado, Arkansas
First National Bank of Nevada       First Bank of Arkansas, N.A.,
  Holding Company,                    Scottsdale, Arizona
  Scottsdale, Arizona
F & M Bancorporation, Inc.,         F & M Merger Corporation,
  Kaukauna, Wisconsin                 Kaukauna, Wisconsin
                                    CBE, Inc.,
                                      Elkhorn, Wisconsin
                                    Community Bank of Elkhorn,
                                      Elkhorn, Wisconsin
FNBR Holding Corporation,           Yampa Valley National Bank,
  Meeker, Colorado                    Hayden, Colorado
First National Bank of the
  Rockies,
  Meeker, Colorado
Foresight Financial Group, Inc.,    State Bank FFG,
  Freeport, Illinois                  Freeport, Illinois
Hudson City, MHC,                   Hudson City Savings Bank,
  Paramus, New Jersey                 Paramus, New Jersey
Hudson City Bancorp, Inc.,
  Paramus, New Jersey
Macks Creek Bancshares, Inc.,       Bank of Macks Creek,
  Macks Creek, Missouri               Macks Creek, Missouri
MHBC Investments Limited            Bank of England,
  Partnership,                        England, Arkansas
  Little Rock, Arkansas
Minster Financial Corp,             Minster Bank,
  Minster, Ohio                       Minster, Ohio
New Commerce BanCorp,               New Commerce Bank, N.A.,
  Simpsonville, South Carolina        Simpsonville, South Carolina
Newco Alaska, Inc.,                 First Bancorp, Inc.,
  Ketchikan, Alaska                   Ketchikan, Alaska
                                    First Bank,
                                      Ketchikan, Alaska
Ogden Bancshares, Inc.,             Community Bank of Boone,
  Ogden, Iowa                         Boone, Iowa
Oswego County, MHC,                 Oswego County Savings Bank,
  Oswego, New York                    Oswego, New York
Oswego County Bancorp, Inc.,
  Oswego, New York
Penn Laurel Financial Corp.,        Clearfield Bank & Trust
  Curwensville, Pennsylvania          Company,
Poteau Bancshares, Inc.,              Clearfield, Pennsylvania
  Poteau, Oklahoma                  The First State Bank,
First Poteau Corporation,             Wister, Oklahoma
  Poteau, Oklahoma
Rich Land Bancorp, Inc.,            Cisne State Bank,
  Olney, Illinois                     Cisne, Illinois
Roxton Corporation Employee Stock   The Roxton Corporation,
  Ownership Plan,                     Celeste, Texas
  Waco, Texas
Sharon Bancshares, Inc.,            First Northwest Bancshares,
  Martin, Tennessee                   Inc.,
                                      Kenton, Tennessee
                                    First State Bank,
                                      Kenton, Tennessee
Simmons First National              NBC Bank Corp.,
  Corporation,                        El Dorado, Arkansas
  Pine Bluff, Arkansas              National Bank of Commerce of
                                      El Dorado,
                                      El Dorado, Arkansas
South Texas Bancorp, Inc.,          Hebbronville State Bank,
  Hebbronville, Texas                 Hebbronville, Texas
South Texas Bancorp of Delaware,
  Inc.,
  Wilmington, Delaware
Sterling Bancorp, Inc.,             Northeast Bancorp, Inc.,
  Lancaster, Pennsylvania             North East, Maryland
                                    First National Bank of North
                                      East,
                                      North East, Maryland
Summit Bancorp,                     Prime Bancorp, Inc.,
  Princeton, New Jersey               Fort Washington, Pennsylvania
First Valley Corporation,           Prime Bank,
  Bethlehem, Pennsylvania             Philadelphia, Pennsylvania
Van Orin Bancorp, Inc.,             First State Bank of Van Orin,
  Van Orin, Illinois                  Van Orin, Illinois
W Holding Company, Inc.,            Westernbank Puerto Rico,
  Mayaguez, Puerto Rico               Mayaguez, Puerto Rico

Applicant(s)                        Reserve Bank    Effective Date

Amoret Bancshares, Inc.,            Kansas City     May 20, 1999
  Butler, Missouri
Bloomfield Hills Bancorp, Inc.,     Chicago         May 5, 1999
  Bloomfield Hills, Michigan
BOK Financial Corporation,          Kansas City     April 30, 199
  Tulsa, Oklahoma
BOK Financial Corporation,          Kansas City     May 12, 1999
  Tulsa, Oklahoma
BSB Bancorp, Inc.,                  New York        April 28, 1999
  Binghamton, New York
BSB Bank and Trust Company,
  Binghamton, New York
Capitol Bancorp Limited,            Chicago         May 3, 1999
  Lansing, Michigan
Sun Community Bancorp Limited,
  Phoenix, Arizona
Centon Bancorp, Inc.,               Atlanta         May 5, 1999
  Richton, Mississippi
Central Financial Corporation,      Kansas City     May 14, 1999
  Hutchinson, Kansas
Citizens Bancshares of Southwest    Atlanta         May 6, 1999
  Florida,
  Naples, Florida
CNB, Inc.,                          Minneapolis     April 29, 1999
  Walker, Minnesota
Decatur Corporation, Inc.,          Chicago         May 12, 1999
  Leon, Iowa
Durant Bancorp, Inc.,               Kansas City     May 12, 1999
  Durant, Oklahoma
Fifth Third Bancorp,                Cleveland       April 27, 1999
  Cincinnati, Ohio
First Financial Banc Corporation,   St. Louis       April 27, 1999
  El Dorado, Arkansas
First National Bank of Nevada       San Francisco   April 20, 1999
  Holding Company,
  Scottsdale, Arizona
F & M Bancorporation, Inc.,         Chicago         April 21, 1999
  Kaukauna, Wisconsin
FNBR Holding Corporation,           Kansas City     April 21, 1999
  Meeker, Colorado
First National Bank of the
  Rockies,
  Meeker, Colorado
Foresight Financial Group, Inc.,    Chicago         April 22, 1999
  Freeport, Illinois
Hudson City, MHC,                   New York        May 14, 1999
  Paramus, New Jersey
Hudson City Bancorp, Inc.,
  Paramus, New Jersey
Macks Creek Bancshares, Inc.,       St. Louis       May 14, 1999
  Macks Creek, Missouri
MHBC Investments Limited            St. Louis       April 29, 1999
  Partnership,
  Little Rock, Arkansas
Minster Financial Corp,             Cleveland       May 6, 1999
  Minster, Ohio
New Commerce BanCorp,               Richmond        April 29, 1999
  Simpsonville, South Carolina
Newco Alaska, Inc.,                 San Francisco   May 13, 1999
  Ketchikan, Alaska
Ogden Bancshares, Inc.,             Chicago         May 18, 1999
  Ogden, Iowa
Oswego County, MHC,                 New York        May 20, 1999
  Oswego, New York
Oswego County Bancorp, Inc.,
  Oswego, New York
Penn Laurel Financial Corp.,        Philadelphia    May 18, 1999
  Curwensville, Pennsylvania
Poteau Bancshares, Inc.,            Kansas City     May 19, 1999
  Poteau, Oklahoma
First Poteau Corporation,
  Poteau, Oklahoma
Rich Land Bancorp, Inc.,            St. Louis       April 23, 1999
  Olney, Illinois
Roxton Corporation Employee Stock   Dallas          April 22, 1999
  Ownership Plan,
  Waco, Texas
Sharon Bancshares, Inc.,            St. Louis       May 13, 1999
  Martin, Tennessee
Simmons First National              St. Louis       May 20, 1999
  Corporation,
  Pine Bluff, Arkansas
South Texas Bancorp, Inc.,          Dallas          April 24, 1999
  Hebbronville, Texas
South Texas Bancorp of Delaware,
  Inc.,
  Wilmington, Delaware
Sterling Bancorp, Inc.,             Philadelphia    May 10, 1999
  Lancaster, Pennsylvania
Summit Bancorp,                     New York        May 17, 1999
  Princeton, New Jersey
First Valley Corporation,
  Bethlehem, Pennsylvania
Van Orin Bancorp, Inc.,             Chicago         May 6, 1999
  Van Orin, Illinois
W Holding Company, Inc.,            New York        May 17, 1999
  Mayaguez, Puerto Rico

Section 4

Applicant(s)                        Nonbanking Activity/Company

Bank of Montreal,                   Nesbitt Burns Securities, Inc.,
  Toronto, Canada                     Chicago, Illinois
Bankmont Financial Corp.,
  Chicago, Illinois
The Bank of New York Company,       BNY Trust Company of Missouri,
  Inc.,                               St. Louis, Missouri
  New York, New York                Union Planters Bank, N.A.,
                                      Memphis, Tennessee
Community Trust Financial           Drummond Association, Inc.,
  Services Corp.,                     Cartersville, Georgia
  Hiram, Georgia                    Bartow Loan Company,
Community Loan Company,               Cartersville, Georgia
  Hiram, Georgia                    First Finance,
                                      Cartersville, Georgia
                                    Dahlonega Loan Company,
                                      Dahlonega, Georgia
                                    Griffin Finance & Thrift,
                                      Griffin, Georgia
                                    First Finance & Thrift,
                                      Rome, Georgia
Darlington County Bancshares,       Darlington County Bank,
  Inc.,                               Darlington, South Carolina
  Darlington, South Carolina        Transatlantic Capital Company,
Deutsche Bank AG,                     L.L.C.,
  Frankfurt, Germany                  New York, New York
German American Capital
  Corporation,
  New York, New York                BSI Financial Services, Inc.,
First Mutual of Richmond, Inc.,       Titusville, Pennsylvania
  Richmond, Indiana
Richmond Mutual Bancorporation,
  Inc.,
  Richmond, Indiana                 Beloit Development, L.P.,
First National Bankshares of          Beloit, Kansas
  Beloit, Inc.,
  Beloit, Kansas                    Kennedy American Mortgage, LLC,
Guaranty Development Company,         Bozeman, Montana
  Livingston, Montana               Beloit Development, L.P.,
Guaranty, Inc.,                       Beloit, Kansas
  Beloit, Kansas                    North Country Financial Group,
North Country Financial               Inc.,
  Corporation,                        Denver, Colorado
  Manistique, Michigan
Passumpsic Bancorp,                 Passumpsic Bank, FSB,
  St. Johnsbury, Vermont              Littleton, New Hampshire
Piesco, Inc.,                       Springfield Investment Company
  Springfield, Minnesota              Doing Business as F&M
                                      Insurance Agency,
                                      Springfield, Minnesota
Readlyn Bancshares, Inc.,           To engage in extending credit
  Saint Paul, Minnesota               and servicing loans
Republic Bancorp, Inc.,             D & N Financial Corporation,
  Ann Arbor, Michigan                 Hancock, Michigan
                                    D & N Bank,
                                      Hancock, Michigan
                                    D & N Mortgage Corporation,
                                      Hancock, Michigan
                                    D & N Capital Corporation,
                                      Hancock, Michigan
Sharon Bancshares, Inc.,            American Holdings Investment,
  Martin, Tennessee                   Inc.,
SunTrust Banks, Inc.,                 Union City, Tennessee
  Atlanta, Georgia                  SunTrust Community Development
                                      Corporation,
                                      Atlanta, Georgia
                                    Regency Development Associates,
                                      Inc.,
                                      Raleigh, North Carolina
                                    Regency Constructors, Inc.,
Susquehanna Bancshares, Inc.,         Raleigh, North Carolina
  Lititz, Pennsylvania              AExpert, Inc.,
                                      Lititz, Pennsylvania
                                    AExpert Advisory, Inc.,
Trustmark Corporation,                Lititz, Pennsylvania
  Jackson, Mississippi              Trustmark Bankcard, National
                                      Association,
Virginia Commonwealth Financial       Columbus, Georgia
  Corporation,                      Virginia Commonwealth Trust
  Culpeper, Virginia                  Company,
                                      Culpeper, Virginia

Applicant(s)                        Reserve Bank    Effective Date

Bank of Montreal,                   Chicago         April 23, 1999
  Toronto, Canada
Bankmont Financial Corp.,
  Chicago, Illinois
The Bank of New York Company,       New York        April 29, 1999
  Inc.,
  New York, New York
Community Trust Financial           Atlanta         May 10, 1999
  Services Corp.,
  Hiram, Georgia
Community Loan Company,
  Hiram, Georgia
Darlington County Bancshares,       Richmond        May 3, 1999
  Inc.,
  Darlington, South Carolina        New York        May 12, 1999
Deutsche Bank AG,
  Frankfurt, Germany
German American Capital
  Corporation,
  New York, New York                Chicago         April 29, 1999
First Mutual of Richmond, Inc.,
  Richmond, Indiana
Richmond Mutual Bancorporation,
  Inc.,
  Richmond, Indiana                 Kansas City     May 10, 1999
First National Bankshares of
  Beloit, Inc.,
  Beloit, Kansas                    Minneapolis     May 3, 1999
Guaranty Development Company,
  Livingston, Montana               Kansas City     April 21, 1999
Guaranty, Inc.,
  Beloit, Kansas                    Minneapolis     May 13, 1999
North Country Financial
  Corporation,
  Manistique, Michigan
Passumpsic Bancorp,                 Boston          May 7, 1999
  St. Johnsbury, Vermont
Piesco, Inc.,                       Minneapolis     May 3, 1999
  Springfield, Minnesota
Readlyn Bancshares, Inc.,           Chicago         April 30, 1999
  Saint Paul, Minnesota
Republic Bancorp, Inc.,             Chicago         April 29, 1999
  Ann Arbor, Michigan
Sharon Bancshares, Inc.,            St. Louis       May 4, 1999
  Martin, Tennessee
SunTrust Banks, Inc.,               Atlanta         April 29, 1999
  Atlanta, Georgia
Susquehanna Bancshares, Inc.,
  Lititz, Pennsylvania              Philadelphia    April 22, 1999
Trustmark Corporation,
  Jackson, Mississippi              Atlanta         April 27, 1999
Virginia Commonwealth Financial
  Corporation,                      Richmond        April 26, 1999
  Culpeper, Virginia

Sections 3 and 4

Applicant(s)                        Nonbanking Activity/Company

BB&T Corporation,                   First Citizens Corporation,
  Winston-Salem, North Carolina       Newnan, Georgia
FCNB Corp,                          First Frederick Financial
  Frederick, Maryland                 Corporation,
                                      Frederick, Maryland

Applicant(s)                        Reserve Bank    Effective Date

BB&T Corporation,                   Richmond        May 12, 1999
  Winston-Salem, North Carolina
FCNB Corp,                          Richmond        May 19, 1999
  Frederick, Maryland

APPLICATIONS APPROVED UNDER BANK MERGER ACT

By the Secretary of the Board

Recent applications have been approved by the Secretary of the Board as listed below. Copies are available upon request to the Freedom of Information Office, Office of the Secretary, Board of Governors of the Federal Reserve System, Washington, D.C. 20551.

Applicant(s)             Bank(s)                   Effective Date

Central Savings Bank,    North Country Bank &      May 7, 1999
  Sault Ste. Made,         Trust,
  Michigan                 Manistique, Michigan
First Security Bank of   Comstock Bank,            May 14, 1999
  Nevada,                Reno, Nevada
  Salt Lake City, Utah   Nevada Banking Company,
First Security           Stateline, Nevada
  Corporation,
  Salt Lake City, Utah

By Federal Reserve Banks

Recent applications have been approved by the Federal Reserve Banks as listed below. Copies are available upon request to the Reserve Banks.

Applicant(s)                  Bank(s)

BANKFIRST,                    Minnesota BANKFIRST,
  Sioux Falls, South Dakota     Minneapolis, Minnesota
The Eaton Bank,               World Savings Bank, FSB,
  Eaton, Colorado               Oakland, California
FCNB Bank,                    First Bank of Frederick,
  Frederick, Maryland           Frederick, Maryland
Minster Bank,                 MSB Interim Bank,
  Minster, Ohio                 Minster, Ohio
Summit Bank,                  Prime Bank,
  Bethlehem, Pennsylvania       Philadelphia, Pennsylvania

Applicant(s)                  Reserve Bank   Effective Date

BANKFIRST,                    Minneapolis    May 12, 1999
  Sioux Falls, South Dakota
The Eaton Bank,               Kansas City    May 19, 1999
  Eaton, Colorado
FCNB Bank,                    Richmond       May 19, 1999
  Frederick, Maryland
Minster Bank,                 Cleveland      May 6, 1999
  Minster, Ohio
Summit Bank,                  Philadelphia   May 17, 1999
  Bethlehem, Pennsylvania

PENDING CASES INVOLVING THE BOARD OF GOVERNORS

This list of pending cases does not include suits against the Federal Reserve Banks in which the Board of Governors is not named a party.

Sedgwick v. Board of Governors, No. Civ 99 0702 (D. Arizona, filed April 14, 1999). Action under Federal Tort Claims Act alleging violation of bank supervision requirements.

Hunter v. Board of Governors, No. 1:98CV02994 (TFH) (D.D.C., filed December 9, 1998). Action under the Freedom of Information Act and the Privacy Act.

Folstad v. Board of Governors, No. 1:99 CV 124 (W.D. Mich., filed February 17, 1999). Freedom of Information Act complaint. On March 23, 1999, the Board filed a motion to dismiss or for summary judgment.

Nelson v. Greenspan, No. 1:99CV00215 (EGS) (D.D.C., filed January 28, 1999). Employment discrimination complaint. On March 29, 1999, the Board filed a motion to dismiss the action.

Fraternal Order of Police v. Board of Governors, No. 1:98CV03116 (D. D.C., filed December 22, 1998). Declaratory judgment action challenging Board labor practices. On February 26, 1999, the Board filed a motion to dismiss the action.

Inner City Press/Community on the Move v. Board of Governors, No.98-9604 (2d Cir., filed December 3, 1998). Appeal of district court order dated October 6, 1998, granting summary judgment for the Board in a Freedom of Information Act case.

Independent Bankers Association of America v. Board of Governors, No. 98-1482 (D.C. Cir., filed October 21, 1998). Petition for review of a Board order dated September 23, 1998, conditionally approving the applications of Travelers Group, Inc., New York, New York, to become a bank holding company by acquiring Citicorp, New York, New York, and its bank and nonbank subsidiaries.

Board of Governors v. Carrasco, No. 98 Civ. 3474 (LAK) (S.D.N.Y., filed May 15, 1998). Action to freeze assets of individual pending administrative adjudication of civil money penalty assessment by the Board. On May 26, 1998, the court issued a preliminary injunction restraining the transfer or disposition of the individual's assets and appointing the Federal Reserve Bank of New York as receiver for those assets.

Board of Governors v. Pharaon, No. 98-6101 (2d Cir., filed May 4, 1998). Appeal and cross-appeal of district court order granting in part and denying in part the Board's motion for summary judgment seeking prejudgment interest and a statutory surcharge in connection with a civil money penalty assessed by the Board. On February 24, 1999, the court granted the Board's appeal and denied the cross-appeal, and remanded the matter to the district court for determination of prejudgment interest due to the Board.

Fenili v. Davidson, No. C-98-01568-CW (N.D. California, filed April 17, 1998). Tort and constitutional claim arising out of return of a check. On June 5, 1998, the Board filed its motion to dismiss.

Logan v. Greenspan, No. 1:98CV00049 (D.D.C., filed January 9, 1998). Employment discrimination complaint.

Goldman v. Department of the Treasury, No. 98-9451 (llth Circuit, filed November 10, 1998). Appeal from a District Court order dismissing an action challenging Federal Reserve notes as lawful money.

Kerr v. Department of the Treasury, No. CV-S-97-01877-DWH (D. Nev., filed December 22, 1997). Challenge to income taxation and Federal Reserve notes. On September 3, 1998, a motion to dismiss was filed on behalf of all federal defendants. The court dismissed the action on March 31, 1999, and on April 28, 1999, the plaintiff filed a notice of appeal.

Bettersworth v. Board of Governors, No. 97-CA-624 (W.D. Tex., filed August 21, 1997). Privacy Act case. On June 1, 1999, the Board filed a motion for summary judgment.

FINAL ENFORCEMENT ORDERS ISSUED BY THE BOARD OF GOVERNORS

B. O.T. Corporation, N. V., Curacao, Netherlands Antilles

The Federal Reserve Board announced on May 21, 1999, the issuance of a consent Order against B.O.T. Corporation, N.V., Curacao, Netherlands Antilles.

WRITTEN AGREEMENTS APPROVED BY FEDERAL RESERVE BANKS

Wellington State Bank Wellington, Texas

The Federal Reserve Board announced on May 18, 1999, the execution of a Written Agreement by and among the Wellington State Bank, Wellington, Texas, the Federal Reserve Bank of Dallas, and The Banking Commissioner of Texas.

ROBERT DE V. FRIERSON

Associate Secretary of the Board3