Prospectus excerpt:  We are offering 4,000,000 depositary shares, which we refer to as the Depositary Shares. Each Depositary Share represents a 1/40th ownership interest in a share of our Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, $0.01 par value, $1,000 liquidation preference per share (equivalent to $25 per Depositary Share), which we refer to as the ÙPreferred Stock,ˆ deposited with Registrar and Transfer Company as depositary, or the Depositary. As a holder of Depositary Shares, you will be entitled to all proportional rights and preferences of the Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the Depositary.

Dividends on the Preferred Stock, when, as and if declared by our board of directors or a duly authorized committee of the board, will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the 15th day of February, May, August and November of each year, commencing on February 15, 2014, at a fixed rate per annum equal to 7.25% from the original issue date to, but excluding, February 15, 2024, and thereafter at a floating rate per annum equal to the three-month U.S. dollar LIBOR on the related dividend determination date plus a spread of 4.60% per annum. If our board of directors or a duly authorized committee of the board fails to declare a full dividend on the Preferred Stock before the dividend payment date for any dividend period, the undeclared dividend shall not be cumulative and shall not accrue or be payable for such dividend period, and we will have no obligation to pay the undeclared dividend for such dividend period, whether or not dividends on the Preferred Stock are declared for any future dividend period. Distributions will be made in respect of the Depositary Shares for any dividend period if and to the extent dividends are paid on the Preferred Stock.

The Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding unless redeemed at our option. The Preferred Stock may be redeemed at our option, in whole or in part, from time to time, on or after February 15, 2024, at a redemption price equal to $1,000 per share (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends (without regard to any undeclared dividends), on any dividend payment date. The Preferred Stock also may be redeemed at our option in whole, but not in part, within 90 days following the occurrence of a Ùregulatory capital treatment event,ˆ as described herein, at a redemption price equal to $1,000 per share (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends (without regard to any undeclared dividends). Any redemption of the Preferred Stock and, in turn, the Depositary Shares is subject to prior approval of the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve. The Depositary Shares will be redeemed if and to the extent the related shares of Preferred Stock are redeemed by us. The Preferred Stock will not have voting rights except as set forth under ÙDescription of the Preferred Stock?Voting Rights.ˆ A holder of Depositary Shares will be entitled to direct the Depositary how to vote in such circumstances.