Item 8.01 Other Events

On January 21, 2009, the Company completed the issuance and sale of $254,894,500 of the Company's Floating Rate Senior Notes Due June 21, 2012 (the "Notes"), in a transaction that was exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933, as amended. The Notes bear interest at a rate equal to three-month LIBOR, reset quarterly, plus 37 basis points. The Notes are guaranteed by the Federal Deposit Insurance Corporation under the Temporary Liquidity Guarantee Program (the "TLGP") and are backed by the full faith and credit of the United States. The Notes were issued in the full amount of the Company's current authorization under the TLGP. The Notes are a direct, unsecured and general obligation of the Company and rank equally with all other senior unsecured indebtedness of the Company.

In connection with the TLGP, on December 2, 2008, the Company entered into a Master Agreement ("Master Agreement") with the FDIC. The Master Agreement contains certain terms and conditions that must be included in the governing documents for any senior debt securities issued by the Company that are guaranteed pursuant to the TLGP.