E7-6705. 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 website at 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 May 4, 2007.

A. Federal Reserve Bank of New York (Anne MacEwen, Bank Applications Officer) 33 Liberty Street, New York, New York 10045-0001:

1. Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), Bilbao, Spain; to acquire 100 percent of the voting shares of Compass Bancshares, Inc., Birmingham, Alabama, and thereby indirectly acquire voting shares of Compass Bank, Birmingham, Alabama, and Central Bank of the South, Anniston, Alabama.

In addition, Circle Merger Corp., Birmingham, Alabama, a wholly-owned subsidiary of Compass Bancshares, Inc., proposes to become a bank holding company by acquiring 100 percent of the voting shares of Compass Bancshares Inc., for a moment in time, to facilitate the acquisition of Compass Bancshares, Inc., by BBVA.

B. Federal Reserve Bank of Chicago (Patrick M. Wilder, Assistant Vice President) 230 South LaSalle Street, Chicago, Illinois 60690-1414:

1. Capitol Bancorp, Ltd., Lansing, Michigan, and its wholly owned subsidiary, Capitol Development Bancorp Limited VI, Lansing, Michigan, to acquire 51 percent of the voting shares of USNY Bank (in organization), Geneva, New York.

Board of Governors of the Federal Reserve System, April 5, 2007.

Robert deV. Frierson,

Deputy Secretary of the Board.