03-4390. Formations of, Acquisitions by, and Mergers of Bank Holding Companies

The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) (BHC Act), Regulation Y (12 CFR part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below.

The applications listed below, as well as other related filings required by the Board, are available for immediate inspection at the Federal Reserve Bank indicated. The application also will be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)). If the proposal also involves the acquisition of a nonbanking company, the review also includes whether the acquisition of the nonbanking company complies with the standards in section 4 of the BHC Act (12 U.S.C. 1843). Unless otherwise noted, nonbanking activities will be conducted throughout the United States. Additional information on all bank holding companies may be obtained from the National Information Center Web site at http://www.ffiec.gov/​nic/​.

Unless otherwise noted, comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than March 24, 2003.

A. Federal Reserve Bank of Cleveland (Stephen J. Ong, Vice President) 1455 East Sixth Street, Cleveland, Ohio 44101-2566:

1. Charter One Financial, Inc., Cleveland, Ohio; to acquire 100 percent of the voting shares of Advance Bancorp, Inc., Homewood, Illinois, and thereby indirectly acquire Advance Bank, Lansing, Illinois.

B. Federal Reserve Bank of Richmond (A. Linwood Gill, III, Vice President) 701 East Byrd Street, Richmond, Virginia 23261-4528:

1. Virginia Financial Group, Inc., Culpeper, Virginia; to acquire 9.9 percent of the voting shares of Albemarle First Bank, Charlottesville, Virginia.

C. Federal Reserve Bank of Atlanta (Sue Costello, Vice President) 1000 Peachtree Street, N.E., Atlanta, Georgia 30309-4470:

1. Mountain Bancshares, Inc., Dawsonville, Georgia; to become a bank holding company by acquiring 100 percent of the voting shares of Mountain State Bank, Dawsonville, Georgia.

D. Federal Reserve Bank of Chicago (Phillip Jackson, Applications Officer) 230 South LaSalle Street, Chicago, Illinois 60690-1414:

1. Iroquois Bancorp, Inc., Gilman, Illinois; to acquire 42.19 percent of the voting shares of JW Bancorp, Inc., Winchester, Illinois, and thereby indirectly acquire John Warner Financial Corporation, and The John Warner Bank, both of Clinton, Illinois.

2. JW Bancorp, Inc., Winchester, Illinois; to become a bank holding company by acquiring 100 percent of the voting shares of John Warner Financial Corporation, and thereby indirectly acquire The John Warner Bank, both of Clinton, Illinois.

E. Federal Reserve Bank of Kansas City (Susan Zubradt, Assistant Vice President) 925 Grand Avenue, Kansas City, Missouri 64198-0001:

1. Bank Capital Corporation, Phoenix, Arizona; to become a bank holding company by acquiring 100 percent of the voting shares of The Biltmore Bank of Arizona, Phoenix, Arizona.

Board of Governors of the Federal Reserve System, February 19, 2003.

Robert deV. Frierson,

Deputy Secretary of the Board.