† economic, political, and competitive forces affecting the Corporation's banking, securities, asset management, insurance, and credit services businesses;

† integration risks related to acquisitions;

† impact on net interest income from changes in monetary policy and general economic conditions; and

† the risk that the Corporation's analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. The Corporation undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Overview
The following discussion and analysis is presented to assist in the understanding and evaluation of the Corporation's financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements, footnotes, and supplemental financial data appearing elsewhere in this Form 10-Q and should be read in conjunction therewith. Critical Accounting Policies
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Estimates that are particularly susceptible to significant change include the determination of the allowance for loan losses, mortgage servicing rights valuation, derivative financial instruments and hedging activities, and income taxes.
The consolidated financial statements of the Corporation are prepared in conformity with U.S. generally accepted accounting principles and follow general practices within the industries in which it operates. This preparation requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this

information changes, actual results could differ from the estimates, assumptions, and judgments reflected in the financial statements. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Management believes the following policies are both important to the portrayal of the Corporation's financial condition and results of operations and require subjective or complex judgments and, therefore, management considers the following to be critical accounting policies. The critical accounting policies are discussed directly with the Audit Committee of the Corporation's Board of Directors.
Allowance for Loan Losses: Management's evaluation process used to determine the appropriateness of the allowance for loan losses is subject to the use of estimates, assumptions, and judgments. The evaluation process combines several factors: management's ongoing review and grading of the loan portfolio, consideration of historical loan loss and delinquency experience, trends in past due and nonperforming loans, risk characteristics of the various classifications of loans, concentrations of loans to specific borrowers or industries, existing economic conditions, the fair value of underlying collateral, and other qualitative and quantitative factors which could affect probable credit losses. Because current economic conditions can change and future events are inherently difficult to predict, the anticipated amount of estimated loan losses, and therefore the appropriateness of the allowance for loan losses, could change significantly. As an integral part of their examination process, various regulatory agencies also review the allowance for loan losses. Such agencies may require that certain loan balances be classified differently or charged off when their credit evaluations differ from those of management, based on their judgments about information available to them at the time of their examination. The Corporation believes the level of the allowance for loan losses is appropriate as recorded in the consolidated financial statements. See section "Allowance for Loan Losses."
Mortgage Servicing Rights Valuation: The fair value of the Corporation's mortgage servicing rights asset is important to the presentation of the consolidated financial statements since the mortgage servicing rights are carried on the consolidated balance sheet at the lower of amortized cost or estimated fair value. Mortgage servicing rights do not trade in an active open market with readily observable prices. As such, like other participants in the mortgage banking business, the Corporation relies on an internal discounted cash flow model to estimate the fair value of its mortgage servicing rights. The use of an internal discounted cash flow model involves judgment, particularly of estimated prepayment speeds of underlying mortgages serviced and the overall level of interest rates. Loan type and note interest rate are the predominant risk characteristics of the underlying loans used to stratify capitalized mortgage servicing rights for purposes of measuring impairment. The Corporation periodically reviews the assumptions underlying the valuation of mortgage servicing rights. In addition, the Corporation consults periodically with third parties as to the assumptions used and to determine that the Corporation's valuation is consistent with the third party valuation. While the Corporation believes that the values produced by its internal model are indicative of the fair value of its mortgage servicing rights portfolio, these values can change significantly depending upon key factors, such as the then current interest rate environment, estimated prepayment speeds of the underlying mortgages serviced, and other economic conditions. The proceeds that might be received should the Corporation actually consider a sale of some or all of the mortgage servicing rights portfolio could differ from the amounts reported at any point in time. Mortgage servicing rights are carried at the lower of amortized cost or estimated fair value and are assessed for impairment at each reporting date. Impairment is assessed based on the fair value at each reporting date using estimated prepayment speeds of the underlying mortgage loans serviced and stratifications based on the risk characteristics of the underlying loans (predominantly loan type and note interest rate). As mortgage interest rates fall, prepayment speeds are usually faster and the value of the mortgage servicing rights asset generally decreases, requiring additional valuation reserve. Conversely, as mortgage interest

rates rise, prepayment speeds are usually slower and the value of the mortgage servicing rights asset generally increases, requiring less valuation reserve. However, the extent to which interest rates impact the value of the mortgage servicing rights asset depends, in part, on the magnitude of the changes in market interest rates and the differential between the then current market interest rates for mortgage loans and the mortgage interest rates included in the mortgage servicing portfolio. Management recognizes that the volatility in the valuation of the mortgage servicing rights asset will continue. To better understand the sensitivity of the impact of prepayment speeds on the value of the mortgage servicing rights asset at September 30, 2009 (holding all other factors unchanged), if prepayment speeds were to increase 25%, the estimated value of the mortgage servicing rights asset would have been approximately $5.2 million lower, while if prepayment speeds were to decrease 25%, the estimated value of the mortgage servicing rights asset would have been approximately $4.8 million higher. The Corporation believes the mortgage servicing rights asset is properly recorded in the consolidated financial statements. See Note 7, "Goodwill and Other Intangible Assets," and Note 13, "Fair Value Measurements," of the notes to consolidated financial statements and section "Noninterest Income."
Derivative Financial Instruments and Hedging Activities: In various aspects of its business, the Corporation uses derivative financial instruments to modify exposures to changes in interest rates and market prices for other financial instruments. Derivative instruments are required to be carried at fair value on the balance sheet with changes in the fair value recorded directly in earnings. To qualify for and maintain hedge accounting, the Corporation must meet formal documentation and effectiveness evaluation requirements both at the hedge's inception and on an ongoing basis. The application of the hedge accounting policy requires strict adherence to documentation and effectiveness testing requirements, judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings, and measurement of changes in the fair value of hedged items. If in the future derivative financial instruments used by the Corporation no longer qualify for hedge accounting, the impact on the consolidated results of operations and reported earnings could be significant. When hedge accounting is discontinued, the Corporation would continue to carry the derivative on the balance sheet at its fair value; however, for a cash flow derivative, changes in its fair value would be recorded in earnings instead of through other comprehensive income, and for a fair value derivative, the changes in fair value of the hedged asset or liability would no longer be recorded through earnings. See Note 11, "Derivative and Hedging Activities," and Note 13, "Fair Value Measurements," of the notes to consolidated financial statements. Income Taxes: The assessment of tax assets and liabilities involves the use of estimates, assumptions, interpretations, and judgment concerning certain accounting pronouncements and federal and state tax codes. There can be no assurance that future events, such as court decisions or positions of federal and state taxing authorities, will not differ from management's current assessment, the impact of which could be significant to the consolidated results of operations and reported earnings. The Corporation believes the tax assets and liabilities are appropriate and properly recorded in the consolidated financial statements. See Note 10, "Income Taxes," of the notes to consolidated financial statements and section "Income Taxes."
Segment Review
As described in Note 15, "Segment Reporting," of the notes to consolidated financial statements, the Corporation's primary reportable segment is banking. Banking consists of lending and deposit gathering (as well as other banking-related products and services) to businesses, governmental units, and consumers (including mortgages, home equity lending, and card products), and the support to deliver, fund, and manage such banking services. The Corporation's wealth management segment provides products and a variety of fiduciary, investment management, advisory, and Corporate agency services to assist customers in building, investing, or protecting their wealth, including insurance, brokerage, and trust/asset management.

Note 15, "Segment Reporting," of the notes to consolidated financial statements,
indicates that the banking segment represents 83% of consolidated net income and 92% of total revenues (as defined in the Note) for the first nine months of 2009. The Corporation's profitability is predominantly dependent on net interest income, noninterest income, the level of the provision for loan losses, noninterest expense, and taxes of its banking segment. The consolidated discussion therefore predominantly describes the banking segment results. The critical accounting policies primarily affect the banking segment, with the exception of income tax accounting, which affects both the banking and wealth management segments (see section "Critical Accounting Policies").
The contribution from the wealth management segment to consolidated net income (as defined and disclosed in Note 15, "Segment Reporting," of the notes to consolidated financial statements) was approximately 17% and 8%, respectively, for the comparable year-to-date periods in 2009 and 2008. Wealth management segment revenues were down $7.9 million (10%) and expenses were up $0.3 million (1%) between the comparable nine-month periods of 2009 and 2008. Wealth segment assets (which consist predominantly of cash equivalents, investments, customer receivables, goodwill and intangibles) were up $0.2 million between September 30, 2009 and September 30, 2008, predominantly due to higher cash and cash equivalents, partially offset by lower customer receivables. The major components of wealth management revenues are trust fees, insurance fees and commissions, and brokerage commissions, which are individually discussed in section "Noninterest Income." The major expenses for the wealth management segment are personnel expense (63% and 66%, respectively, of total segment noninterest expense for the first nine months of 2009 and the comparable period in 2008), as well as occupancy, processing, and other costs, which are covered generally in the consolidated discussion in section "Noninterest Expense." Results of Operations - Summary
Net income for the nine months ended September 30, 2009, totaled $41.4 million, or $0.15 for both basic and diluted earnings per common share. Comparatively, net income for the nine months ended September 30, 2008, totaled $151.6 million, or $1.19 and $1.18 for basic and diluted earnings per common share, respectively. For the first nine months of 2009, the annualized return on average assets was 0.23% and the annualized return on average equity was 1.90%, compared to 0.93% and 8.57%, respectively, for the comparable period in 2008. The net interest margin for the first nine months of 2009 was 3.50% compared to 3.57% for the first nine months of 2008.

                                    TABLE 1
                     Summary Results of Operations: Trends
                    ($ in Thousands, except per share data)

                                                                 3rd Qtr.      2nd Qtr.      1st Qtr.     4th Qtr.      3rd Qtr.
                                                                   2009          2009          2009         2008          2008

Net income (loss) (Quarter)                                     $ 15,994     $ (17,341 )    $ 42,725     $  16,859     $  37,769
Net income (Year-to-date)                                         41,378        25,384        42,725       168,452       151,593

Net income (loss) available to common equity (Quarter)          $  8,652     $ (24,672 )    $ 35,404     $  13,609     $  37,769
Net income available to common equity (Year-to-date)              19,384        10,732        35,404       165,202       151,593

Earnings (loss) per common share - basic (Quarter)              $   0.07     $   (0.19 )    $   0.28     $    0.11     $    0.30
Earnings per common share - basic (Year-to-date)                    0.15          0.08          0.28          1.30          1.19

Earnings (loss) per common share - diluted (Quarter)            $   0.07     $   (0.19 )    $   0.28     $    0.11     $    0.30
Earnings per common share - diluted (Year-to-date)                  0.15          0.08          0.28          1.29          1.18

Return on average assets (Quarter)                                  0.27 %       (0.29 )%       0.71 %        0.30 %        0.68 %
Return on average assets (Year-to-date)                             0.23          0.21          0.71          0.76          0.93

Return on average equity (Quarter)                                  2.19 %       (2.40 )%       5.98 %        2.58 %        6.38 %
Return on average equity (Year-to-date)                             1.90          1.76          5.98          6.95          8.57

Return on average common equity (Quarter)                           1.43 %       (4.12 )%       6.00 %        2.28 %        6.38 %
Return on average common equity (Year-to-date)                      1.08          0.90          6.00          6.98          8.57

Return on average tangible common equity (Quarter) (1)              2.39 %       (6.88 )%      10.05 %        3.83 %       10.83 %
Return on average tangible common equity (Year-to-date) (1)         1.81          1.51         10.05         11.81         14.52

Efficiency ratio (Quarter) (2)                                     55.43 %       60.20 %       52.78 %       55.47 %       53.47 %
Efficiency ratio (Year-to-date) (2)                                56.22         56.59         52.78         53.90         53.34

Efficiency ratio, fully taxable equivalent (Quarter) (2)           54.14 %       58.65 %       51.31 %       53.87 %       52.18 %
Efficiency ratio, fully taxable equivalent (Year-to-date) (2)      54.78         55.08         51.31         52.41         51.89

Net interest margin (Quarter)                                       3.50 %        3.40 %        3.59 %        3.88 %        3.48 %
Net interest margin (Year-to-date)                                  3.50          3.49          3.59          3.65          3.57

(1) Return on average tangible common equity = Net income available to common equity divided by average common equity excluding average goodwill and other intangible assets (net of mortgage servicing rights). This is a non-GAAP financial measure.

(2) See Table 1A for a reconciliation of this non-GAAP measure.

                                    TABLE 1A
                       Reconciliation of Non-GAAP Measure

                                                                 3rd Qtr.     2nd Qtr.     1st Qtr.     4th Qtr.     3rd Qtr.
                                                                   2009         2009         2009         2008         2008

Efficiency ratio (Quarter) (a)                                     55.43 %      60.20 %      52.78 %      55.47 %      53.47 %
Taxable equivalent adjustment (Quarter)                            (1.27 )      (1.30 )      (1.26 )      (1.40 )      (1.40 )
Asset sale gains / losses, net (Quarter)                           (0.02 )      (0.25 )      (0.21 )      (0.20 )       0.11

Efficiency ratio, fully taxable equivalent (Quarter) (b)           54.14 %      58.65 %      51.31 %      53.87 %      52.18 %

Efficiency ratio (Year-to-date) (a)                                56.22 %      56.59 %      52.78 %      53.90 %      53.34 %
Taxable equivalent adjustment (Year-to-date)                       (1.28 )      (1.28 )      (1.26 )      (1.41 )      (1.41 )
Asset sale gains / losses, net (Year-to-date)                      (0.16 )      (0.23 )      (0.21 )      (0.08 )      (0.04 )

Efficiency ratio, fully taxable equivalent (Year-to-date) (b)      54.78 %      55.08 %      51.31 %      52.41 %      51.89 %

(a) Efficiency ratio is defined by the Federal Reserve guidance as noninterest expense divided by the sum of net interest income plus noninterest income, excluding investment securities gains/losses, net.

(b) Efficiency ratio, fully taxable equivalent, is noninterest expense divided by the sum of taxable equivalent net interest income plus noninterest income, excluding investment securities gains/losses, net and asset sale gains/losses, net. This efficiency ratio is presented on a taxable equivalent basis, which adjusts net interest income for the tax-favored status of certain loan and investment securities. Management believes this measure to be the preferred industry measurement of net interest income as it enhances the comparability of net interest income arising from taxable and tax-exempt sources and it excludes certain specific revenue items (such as investment securities gains/losses, net and asset sale gains/losses, net).

Net Interest Income and Net Interest Margin Net interest income on a taxable equivalent basis for the nine months ended September 30, 2009, was $566.3 million, an increase of $41.1 million or 7.8% versus the comparable period last year. As indicated in Tables 2 and 3, the increase in taxable equivalent net interest income was attributable to favorable volume variances (as changes in the balances and mix of earning assets and interest-bearing liabilities added $62.2 million to taxable equivalent net interest income), partially offset by unfavorable rate variances (as the impact of changes in the interest rate environment and product pricing reduced taxable equivalent net interest income by $21.1 million).
The net interest margin for the first nine months of 2009 was 3.50%, 7 bp lower than 3.57% for the same period in 2008. This comparable period decrease was a function of a 12 bp lower contribution from net free funds (due principally to lower rates on interest-bearing liabilities reducing the value of noninterest-bearing deposits and other net free funds), net of a 5 bp increase in interest rate spread. The improvement in interest rate spread was the net result of a 120 bp decrease in the cost of interest-bearing liabilities and a 115 bp decrease in the yield on earning assets.
While unchanged during the first nine months of 2009, the Federal Reserve lowered interest rates seven times (for a total interest rate reduction of 400 bp) during 2008, resulting in a level Federal funds rate of 0.25% for the first nine months of 2009, 218 bp lower than the average Federal funds rate of 2.43% during the first nine months of 2008. The Corporation expects the net interest margin to remain stable for the remainder of 2009. The net interest margin is at risk to changes in various other factors, such as the slope of the yield curve, competitive pricing pressures, changes in the balance sheet mix from management action and/or from customer behavior relative to loan or deposit products. The yield on earning assets was 4.75% for the first nine months of 2009, 115 bp lower than the comparable period last year, attributable principally to loan yields (down 116 bp, to 4.88%). Commercial and retail loans, in particular, experienced lower yields (down 132 bp and 113 bp, respectively) due to the repricing of adjustable rate loans and competitive pricing pressures in a declining rate environment, as well as the impact of higher levels of nonaccrual loans. The yield on securities and short-term investments decreased 90 bp (to 4.39%), also impacted by the lower rate environment and prepayment speeds of mortgage-related investment securities purchased at a premium.
The rate on interest-bearing liabilities of 1.51% for the first nine months of 2009 was 120 bp lower than the same period in 2008. Rates on interest-bearing deposits were down 114 bp (to 1.33%, reflecting the lower rate environment, yet moderated by product-focused pricing to retain balances), while the cost of wholesale funds decreased 123 bp (to 1.97%). The cost of short-term borrowings was down 192 bp (similar to the year-over-year decrease in average Federal funds rates), while the cost of long-term funding declined modestly (down 72 bp). Year-over-year changes in the average balance sheet were impacted by the preferred stock issuance of $525 million in the fourth quarter of 2008 and the levering of the balance sheet through the investment in mortgage-related securities. Average earning assets were $21.6 billion for the first nine months of 2009, an increase of $2.0 billion or 10.1% from the comparable period last year, with average securities and short-term investments up $2.1 billion (primarily mortgage-related securities) while average loans were down $0.1 billion. The decline in average loans was comprised of a $518 million decrease in commercial loans, partially offset by a $264 million increase in residential mortgages and a $172 million increase in retail loans.
Average interest-bearing liabilities of $18.0 billion for the first nine months of 2009 were $1.1 billion or 6.4% higher than the first nine months of 2008. On average, interest-bearing deposits grew $1.8 billion (primarily attributable to $0.8 billion higher network transaction deposits, $0.5 billion higher money market, and $0.3 billion higher brokered CDs), while noninterest-bearing demand deposits (a principal component of net free funds) were up $0.4 billion. Average wholesale funding balances decreased $0.7 billion between the comparable nine-month periods, with short-term borrowing lower by $1.0 billion and long-term funding higher

by $0.3 billion. As a percentage of total average interest-bearing liabilities, wholesale funding declined from 33.8% for the first nine months of 2008 to 27.8% for the first nine months of 2009.

                                    TABLE 2
                          Net Interest Income Analysis
                                ($ in Thousands)

                                          Nine months ended September 30,
                                                       2009                                        Nine months ended September 30, 2008
                                                        Interest          Average                                    Interest           Average
                                     Average             Income/          Yield/              Average                Income/            Yield/
                                     Balance             Expense           Rate               Balance                Expense             Rate

Earning assets:
Loans: (1) (2) (3)
. . .