Prospectus excerpt:  We are offering 5,200,000 shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value, with a liquidation preference of $25 per share (the ÙPreferred Stockˆ).

Investing in the Preferred Stock involves risks. See ÙRisk factorsˆ beginning on page S-14 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement to read about some of the factors that you should consider before buying the Preferred Stock.

We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of our board. From the date of issuance to, but excluding, August 1, 2018, we will pay dividends, when, as, and if declared by our board or such committee at a rate of 7.875% per annum, payable quarterly, in arrears, on February 1, May 1, August 1 and November 1 of each year beginning on November 1, 2013 and ending on August 1, 2018. From and including August 1, 2018, we will pay dividends, when, as, and if declared by our board or such committee at a floating rate equal to three-month LIBOR plus a spread of 6.39% per annum, payable quarterly, in arrears, on February 1, May 1, August 1 and November 1 of each year, beginning on November 1, 2018.

Dividends on the Preferred Stock will not be cumulative. If our board of directors or a duly authorized committee of the board does not declare a dividend on the Preferred Stock in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date, or be cumulative, and we will have no obligation to pay any dividend for that dividend period, whether or not our board of directors or a duly authorized committee of our board declares a dividend on the Preferred Stock for any future dividend period.

We may redeem the Preferred Stock at our option, (i) in whole or in part, from time to time, on any dividend payment date on or after August 1, 2018 at a redemption price equal to $25 per share, plus any declared and unpaid dividends, or (ii) in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined herein), at a redemption price equal to $25 per share, plus any declared and unpaid dividends.