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 November 17, 2000.

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

1. Northwest Mutual Holding Company, Winsted, Connecticut; to become a bank holding company by acquiring Northwest Community Bank, Winsted, Connecticut.

2. Litchfield Mutual Holding Company, Litchfield, Connecticut; to become a bank holding company by acquiring Litchfield Bancorp, Litchfield, Connecticut.

3. Northwest Mutual Holding Company, Winsted, Connecticut; to merge with Litchfield Mutual Holding Company, and thereby acquire Litchfield Bancorp, Litchfield, Connecticut. The successor bank holding company will be called Connecticut Mutual Holding Company.

B. Federal Reserve Bank of Atlanta (Cynthia C. Goodwin, Vice President) 104 Marietta Street, N.W., Atlanta, Georgia 30303-2713:

1. Compass Bancshares, Inc., Birmingham, Alabama; to merge with FirstTier Corporation, Northglenn, Colorado, and thereby indirectly acquire FirstTier Bank, Northglenn, Colorado; and Firstate Bank, Kimball, Nebraska.

C. Federal Reserve Bank of Kansas City (D. Michael Manies, Assistant Vice President) 925 Grand Avenue, Kansas City, Missouri 64198-0001:

1. SSB Management LLC, Wilber, Nebraska, and First National Johnson Bancshares, Inc, Johnson, Nebraska; to acquire Wilber Co., Wilber, Nebraska, and thereby indirectly acquire Saline State Bank, Wilber, Nebraska. In connection with these applications, SSB Management has applied to become a bank holding company and acquire Saline State Insurance Agency, LLC, Wilber, Nebraska, and thereby engage in general insurance activities pursuant to § 225.28(b)(11)(iii)(A) of Regulation Y. Wilber Co. also has applied to acquire Saline State Insurance Agency.

2. Wilber Co., Wilber, Nebraska; to acquire 23.34 percent of the voting shares of NebraskaLand Financial Services, Inc., North Platte, Nebraska, and thereby indirectly acquire NebraskaLand National Bank, North Platte, Nebraska.