01-8389. Notice of Proposals to Engage in Permissible Nonbanking Activities or to Acquire Companies that are Engaged in Permissible Nonbanking Activities

The companies listed in this notice have given notice under section 4 of the Bank Holding Company Act (12 U.S.C. 1843) (BHC Act) and Regulation Y (12 CFR Part 225) to engage de novo, or to acquire or control voting securities or assets of a company, including the companies listed below, that engages either directly or through a subsidiary or other company, in a nonbanking activity that is listed in § 225.28 of Regulation Y (12 CFR 225.28) or that the Board has determined by Order to be closely related to banking and permissible for bank holding companies. Unless otherwise noted, these activities will be conducted throughout the United States.

Each notice is available for inspection at the Federal Reserve Bank indicated. The notice also will be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the question whether the proposal complies with the standards of section 4 of the BHC Act. 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 the applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than April 16, 2001.

A. Federal Reserve Bank of Cleveland (Paul Kaboth, Banking Supervision) 1455 East Sixth Street, Cleveland, Ohio 44101-2566:

1. Fifth Third Bancorp and Fifth Third Financial, both of Cincinnati, Ohio; to acquire USB, Inc., Milwaukee, Wisconsin, and thereby indirectly acquire Universal Bank, F.A., Milwaukee, Wisconsin, and thereby in engage in permissible savings association activities, pursuant to § 225.28(b)(4)(ii) of Regulation Y; USB Payroll Processing, Inc., Milwaukee, Wisconsin; USB Payment Processing, Inc., Milwaukee, Wisconsin; Electronic Processing, Inc., Milwaukee, Wisconsin; and Wellstreet Finance Ltd., Milwaukee, Wisconsin, and thereby engage in permissible data processing activities, pursuant to § 225.28(b)(14)(i)(A) of Regulation Y. Comment regarding this application must be received not later than April 26, 2001.

B. Federal Reserve Bank of New York (Betsy Buttrill White, Senior Vice President) 33 Liberty Street, New York, New York 10045-0001:

1. First Union Corporation, Charlotte, North Carolina, to acquire through NYCE Corporation, Woodcliff, New Jersey, voting interests in SecureAccess Company, LLC, a Delaware limited liability company that will implement a secure Internet payment and authentication system and its related product applications, and distribute such systems and applications worldwide. NYCE proposes to directly engage in SAC-related activities, including the marketing and sale of the secure Internet payment and authentication system, and its related product applications. Notificant also will engage in data processing and related services to facilitate transactions among consumers or between consumers and commercial entities using various media such as the Internet, hand-held wireless devices, telephone systems and other account access means made available by participating financial institutions, pursuant to § 225.28(b)(14) of Regulation Y.

C. Federal Reserve Bank of Minneapolis (JoAnne F. Lewellen, Assistant Vice President) 90 Hennepin Avenue, Minneapolis, Minnesota 55480-0291:

1. McIntosh County Bank Holding Company, Inc., Ashley, North Dakota; to engage de novo in extending credit and servicing loans, pursuant to § 225.28(b)(1) of Regulation Y.

Board of Governors of the Federal Reserve System, March 30, 2001.

Robert deV. Frierson

Associate Secretary of the Board.