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 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 15, 2002.

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

1. Frances W. Arthur Irrevocable Trust No. 2 for the Benefit of Frances Oxner Jorgenson, FOJ Management Company, LLC, FOJ Partners, L.P., FOJ Partners II, L.P., JCO Ventures, LLC, JCO Partners, L.P., JCO Partners II, L.P., HAO Management Company, LLC, HAO Partners, L.P., and HAO Partners II, L.P., all of Union, South Carolina; to become bank holding companies by acquiring up to 100 percent of the voting shares of Arthur State Bancshares, Inc., Union, South Carolina, and thereby indirectly acquire Arthur State Bank, Union, South Carolina; Chesnee State Bancshares, Inc., Chesnee, South Carolina, and thereby indirectly acquire Carolina State Bank, Chesnee, South Carolina; and Woodruff State Bancshares, Inc., Woodruff, South Carolina, and thereby indirectly acquire Pinnacle State Bank, Woodruff, South Carolina.