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 March 19, 2004.

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

1. Webster Financial Corporation, Waterbury, Connecticut; to become a bank holding company by acquiring 100 percent of the voting shares of Webster Bank, Waterbury, Connecticut, upon its conversion to a national bank.

In connection with this application, Applicant to acquire Webster D & P Holdings, Inc., Waterbury, Connecticut, and thereby indirectly acquire 73.6 percent of Duff & Phelps, LLC and Duff & Phelps Securities, LLC, both of Chicago, Illinois, and thereby engage in financial advisory and agency transaction activities, pursuant to sections 225.28(b)(6)(iii), 225.28(b)(7)(i) and 225.28(b)(7)(iii) of Regulation Y.

B. Federal Reserve Bank of Cleveland (Nadine W. Wallman, Assistant Vice President) 1455 East Sixth Street, Cleveland, Ohio 44101-2566:

1. National City Corporation, Cleveland, Ohio; to merge with Provident Financial Group, Inc., Cincinnati, Ohio, and thereby indirectly acquire Provident Bank, Cincinnati, Ohio.

In connection with this application, Applicant to acquire 100 percent of Provident Investment Advisors, Inc., Cincinnati, Ohio, and thereby engage in financing and investment advisory activities, pursuant to section 225.28(b)(6) of Regulation Y.