Change in Bank Control Notices; Acquisition of Shares of Bank or Bank Holding Companies

The notificants listed below have applied under the Change in Bank Control Act (12 U.S.C. 1817(j)) and § 225.41 of the Board’s Regulation Y (12 CFR 225.41) to acquire a bank or bank holding company. The factors that are considered in acting on the notices are set forth in paragraph 7 of the Act (12 U.S.C. 1817(j)(7)).

The notices are available for immediate inspection at the Federal Reserve Bank indicated. The notices also will be available for inspection at the office of the Board of Governors. Interested persons may express their views in writing to the Reserve Bank indicated for that notice or to the offices of the Board of Governors. Comments must be received not later than November 4, 2004.

A. Federal Reserve Bank of Atlanta (Sue Costello, Vice President) 1000 Peachtree Street, N.E., Atlanta, Georgia 30303:

1. Kenneth Edwin Arnold, Gainesville, Florida; Nancy Carol Etheridge; Victoria Rene Arnold; Betty Whitehurst Arnold; Vivian Elliot Whitehurst III; Gerald Frank Etheridge; Margaret Whitehurst Hubbard; V. E. Whitehurst, Jr. Irrevocable Family Trust FBO Betty W. Arnold, Betty W. Arnold, Trustee; V. E. Whitehurst, Jr. Irrevocable Family Trust FBO Margaret W. Hubbard, Margaret W. Hubbard, Trustee; V. E. Whitehurst, Jr. Irrevocable Family Trust FBO Nancy W. Etheridge, Nancy W. Etheridge; Trustee, V. E. Whitehurst, Jr. Irrevocable Family Trust FBO V. E. Whitehurst, III, V. E. Whitehurst III, Trustee; Florelle H. Whitehurst Irrevocable Family Trust; V. E. Whitehurst, III; Betty W. Arnold; Nancy W. Etheridge; and Margaret W. Hubbard, Trustees; Betty W. and William E. Arnold Irrevocable Trust; Kenneth E. Arnold and Victoria R. Arnold; Trustees; all of Williston, Florida, to collectively retain voting shares of Williston Holding Company, and thereby indirectly retain voting shares of Perkins State Bank, both of Williston, Florida.

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

1. Russell Badgett, Jr. Irrevocable Trust, with Bentley F. Badgett, Jr. as trustee, both of Madisonville, Kentucky; to acquire voting shares of Hancock Bancorp, Inc., Hawesville, Kentucky, and thereby indirectly retain voting shares of Hancock Bank & Trust Company, Hawesville, Kentucky.

In connection with this application, the Badgett Control Group, which consists of Russell Badgett, Jr., Madisonville, Kentucky; Russell Badgett, Jr. Irrevocable Trust, Madisonville, Kentucky; Bentley F. Badgett, individually and as trustee, Madisonville, Kentucky; Dr. C. B. Badgett, Lewisport, Kentucky; Russell Badgett III, Owensboro, Kentucky; Joseph Rockney Badgett, Madisonville, Kentucky; Nita Anne Smaldone, Nashville, Tennessee; and Claudia Badgett Riner, Louisville, Kentucky, also have applied to retain voting shares of Hancock Bancorp, Inc., Hawesville, Kentucky, and thereby indirectly retain voting shares of Hancock Bank & Trust Company, Hawesville, Kentucky.