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 January 21, 2005.

A. Federal Reserve Bank of Boston (Richard Walker, Community Affairs Officer) 600 Atlantic Avenue, Boston, Massachusetts 02106-2204:

1. Benjamin Franklin Bancorp, MHC, Franklin, Massachusetts; to become a bank holding company by acquiring 100 percent of the voting shares of Benjamin Franklin Savings Bank, Franklin, Massachusetts.

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

1. Blue River Bancshares, Inc., Shelbyville, Indiana; to become a bank holding company by acquiring 100 percent of the voting shares of Heartland Community Bank, Franklin, Indiana. Applicant also has applied to retain voting shares of Paramount Bank, Lexington, Kentucky a federal savings bank, and thereby operate a savings association, pursuant to section 12 CFR 225.28(b)(4) of Regulation Y.

2. C-B-G, Inc., West Liberty, Iowa; to acquire 24.35 percent of the voting shares of Washington Bancorp, Washington, Iowa, and thereby indirectly acquire voting shares of Federation Bank, Washington, Iowa.

C. Federal Reserve Bank of Minneapolis (Jacqueline G. Nicholas, Community Affairs Officer) 90 Hennepin Avenue, Minneapolis, Minnesota 55480-0291:

1. Glacier Bancorp, Inc., Kalispell, Montana; to merge with First National Banks-West Co., Evanston, Wyoming, and thereby indirectly acquire First National Bank-West, Evanston, Wyoming.

D. Federal Reserve Bank of Dallas (W. Arthur Tribble, Vice President) 2200 North Pearl Street, Dallas, Texas 75201-2272:

1. FC Holdings, Inc., Houston, Texas, and First Community Holdings of Delaware, Inc., Wilmington, Delaware; to become bank holding companies by acquiring 100 percent of the voting shares of First Community Bank San Antonio, National Association, San Antonio, Texas.

E. Federal Reserve Bank of San Francisco (Tracy Basinger, Director, Regional and Community Bank Group) 101 Market Street, San Francisco, California 94105-1579:

1. First National Bank Holding Company, Scottsdale, Arizona; to acquire 100 percent of the voting shares of First Heritage Bank, National Association, Newport Beach, California.