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 October 2, 2000.

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

1. Marathon Financial Corporation, Winchester, Virginia, to acquire 100 percent of the voting shares of Rockingham Heritage Bank, Harrisonburg, Virginia.

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

1. Alpena Banking Corporation, Alpena, Michigan; to become a bank holding company by acquiring 100 percent of the voting shares of The Bank of Alpena (in formation), Alpena, Michigan.

C. Federal Reserve Bank of St. Louis (Randall C. Sumner, Vice President), 411 Locust Street, St. Louis, Missouri 63166-2034:

1. First Banks, Inc., St. Louis, Missouri, and its subsidiary, First Banks America, Inc., St. Louis, Missouri; to acquire 100 percent of the voting shares of Commercial Bank of San Francisco, San Francisco, California.

D. Federal Reserve Bank of San Francisco (Maria Villanueva, Consumer Regulation Group), 101 Market Street, San Francisco, California 94105-1579:

1. Wells Fargo & Company, San Francisco, California; to acquire 100 percent of the voting shares of Brenton Banks, Inc., Des Moines, Iowa, and thereby indirectly acquire voting shares of Brenton Bank, Des Moines, Iowa.

In connection with this application, Applicant also has applied to acquire Brenton Investments, Inc., Des Moines, Iowa, and thereby engage in offering retail investment brokerage products and services, pursuant to § 228.25(b)(7) of Regulation Y; Brenton Insurance, Inc., Des Moines, Iowa, and thereby engage in offering insurance products to Applicant's customers, pursuant to § 225.28(b)(11)(vii) of Regulation Y; Brenton Savings Bank, FSB, Ames, Iowa, and thereby engage in operating a savings association, pursuant to § 225.28(b)(4) of Regulation Y, and thereby indirectly acquire Brenton Mortgages, Inc., Des Moines, Iowa, and thereby engage in mortgage banking services, pursuant to § 228.25(b)(1) of Regulation Y.