10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-31343

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

Wisconsin	39-1098068
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

433 Main Street, Green Bay, Wisconsin	54301
(Address of principal executive offices)	(Zip Code)

(920) 491-7500

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of registrant’s common stock, par value $0.01 per share, at October 30, 2014, was 151,985,246.

ASSOCIATED BANC-CORP

TABLE OF CONTENTS

	Page No.
PART I. Financial Information
Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets — September 30, 2014 and December 31, 2013		3
Consolidated Statements of Income — Three and Nine Months Ended September 30, 2014 and 2013		4
Consolidated Statements of Comprehensive Income —Three and Nine Months Ended September  30, 2014 and 2013		5
Consolidated Statements of Changes in Stockholders’ Equity — Nine Months Ended September  30, 2014 and 2013		6
Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2014 and 2013		7
Notes to Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		53
Item 3. Quantitative and Qualitative Disclosures About Market Risk		84
Item 4. Controls and Procedures		84
PART II. Other Information
Item 1. Legal Proceedings		85
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		86
Item 6. Exhibits		86
Signatures		87

2

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements:

ASSOCIATED BANC-CORP

Consolidated Balance Sheets

	September 30, 2014			December 31, 2013
	(Unaudited)			(Audited)
	(In Thousands, except share and per share data)
ASSETS
Cash and due from banks	$	381,287		$	455,482
Interest-bearing deposits in other financial institutions		74,945			126,018
Federal funds sold and securities purchased under agreements to resell		18,320			20,745
Investment securities held to maturity, at amortized cost		301,941			175,210
Investment securities available for sale, at fair value		5,345,422			5,250,585
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost		188,875			181,249
Loans held for sale		141,672			64,738
Loans		17,159,090			15,896,261
Allowance for loan losses		(266,262	)		(268,315	)
Loans, net		16,892,828			15,627,946
Premises and equipment, net		272,283			270,890
Goodwill		929,168			929,168
Other intangible assets, net		69,201			74,464
Trading assets		34,005			43,728
Other assets		1,003,875			1,006,697
Total assets	$	25,653,822		$	24,226,920
LIABILITIES AND STOCKHOLDERS’ EQUITY
Noninterest-bearing demand deposits	$	4,302,454		$	4,626,312
Interest-bearing deposits		13,898,804			12,640,855
Total deposits		18,201,258			17,267,167
Federal funds purchased and securities sold under agreements to repurchase		765,641			475,442
Other short-term funding		664,539			265,484
Long-term funding		2,931,547			3,087,267
Trading liabilities		36,003			46,470
Accrued expenses and other liabilities		185,256			193,800
Total liabilities		22,784,244			21,335,630
Stockholders’ equity
Preferred equity		61,024			61,862
Common stock		1,719			1,750
Surplus		1,583,032			1,617,990
Retained earnings		1,466,525			1,392,508
Accumulated other comprehensive loss		(1,725	)		(24,244	)
Treasury stock, at cost		(240,997	)		(158,576	)
Total stockholders’ equity		2,869,578			2,891,290
Total liabilities and stockholders’ equity	$	25,653,822		$	24,226,920
Preferred shares issued		62,689			63,549
Preferred shares authorized (par value $1.00 per share)		750,000			750,000
Common shares issued		171,888,747			175,012,686
Common shares authorized (par value $0.01 per share)		250,000,000			250,000,000
Treasury shares of common stock		15,126,171			10,874,182

See accompanying notes to consolidated financial statements.

3

ITEM 1. Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Income

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2014		2013			2014		2013
	(In Thousands, except per share data)
INTEREST INCOME
Interest and fees on loans	$	152,030	$	146,219		$	442,046	$	438,642
Interest and dividends on investment securities
Taxable		25,037		21,544			77,403		64,603
Tax exempt		7,483		6,711			21,484		20,461
Other interest		1,503		1,260			4,814		3,740
Total interest income		186,053		175,734			545,747		527,446
INTEREST EXPENSE
Interest on deposits		6,621		7,617			18,975		23,927
Interest on Federal funds purchased and securities sold under agreements to repurchase		390		308			1,001		1,051
Interest on other short-term funding		233		434			629		1,291
Interest on long-term funding		6,179		6,866			18,836		22,833
Total interest expense		13,423		15,225			39,441		49,102
NET INTEREST INCOME		172,630		160,509			506,306		478,344
Provision for credit losses		1,000		(800	)		11,000		7,800
Net interest income after provision for credit losses		171,630		161,309			495,306		470,544
NONINTEREST INCOME
Trust service fees		12,218		11,380			35,946		33,695
Service charges on deposit accounts		17,961		18,407			51,773		52,679
Card-based and other nondeposit fees		12,407		12,688			37,493		37,229
Insurance commissions		7,860		11,356			33,828		32,750
Brokerage and annuity commissions		4,040		3,792			12,593		10,996
Mortgage banking, net		6,669		3,542			18,392		40,570
Capital market fees, net		2,939		2,652			7,360		10,309
Bank owned life insurance income		3,506		2,817			10,837		9,068
Asset gains, net		4,934		1,934			6,561		2,726
Investment securities gains, net		57		248			469		582
Other		2,317		2,100			5,424		6,622
Total noninterest income		74,908		70,916			220,676		237,226
NONINTEREST EXPENSE
Personnel expense		97,650		98,102			293,141		295,800
Occupancy		13,743		14,758			43,088		44,725
Equipment		6,133		6,213			18,636		18,842
Technology		13,573		12,323			40,891		36,482
Business development and advertising		7,467		5,947			17,606		15,512
Other intangible asset amortization		990		1,010			2,972		3,032
Loan expense		3,813		3,157			10,220		9,485
Legal and professional fees		4,604		3,482			13,228		14,310
Losses other than loans		677		(600	)		1,602		283
Foreclosure / OREO expense		2,083		2,515			5,554		7,239
FDIC expense		6,859		4,755			16,805		14,582
Other		14,261		13,509			43,693		41,190
Total noninterest expense		171,853		165,171			507,436		501,482
Income before income taxes		74,685		67,054			208,546		206,288
Income tax expense		24,478		21,396			66,775		65,354
Net income		50,207		45,658			141,771		140,934
Preferred stock dividends		1,255		1,285			3,777		3,885
Net income available to common equity	$	48,952	$	44,373		$	137,994	$	137,049
Earnings per common share:
Basic	$	0.31	$	0.27		$	0.86	$	0.82
Diluted	$	0.31	$	0.27		$	0.85	$	0.82
Average common shares outstanding:
Basic		155,925		164,954			159,090		166,586
Diluted		156,991		165,443			159,993		166,760

See accompanying notes to consolidated financial statements.

4

ITEM 1: Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	($ in Thousands)
Net income	$	50,207		$	45,658		$	141,771		$	140,934
Other comprehensive income (loss), net of tax:
Investment securities available for sale:
Net unrealized gains (losses)		(20,123	)		(20,558	)		36,061			(142,318	)
Reclassification adjustment for net gains realized in net income		(57	)		(248	)		(469	)		(582	)
Income tax (expense) benefit		7,757			8,031			(13,684	)		55,169
Other comprehensive income (loss) on investment securities available for sale		(12,423	)		(12,775	)		21,908			(87,731	)
Defined benefit pension and postretirement obligations:
Amortization of prior service cost		15			17			45			52
Amortization of actuarial losses		317			1,073			949			3,218
Income tax expense		(128	)		(420	)		(383	)		(1,262	)
Other comprehensive income on pension and postretirement obligations		204			670			611			2,008
Total other comprehensive income (loss)		(12,219	)		(12,105	)		22,519			(85,723	)
Comprehensive income	$	37,988		$	33,553		$	164,290		$	55,211

See accompanying notes to consolidated financial statements.

5

ITEM 1. Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

	Preferred Equity			Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
	($ in Thousands, except per share data)
Balance, December 31, 2012	$	63,272		$	1,750		$	1,602,136		$	1,281,811		$	48,603		$	(61,173	)	$	2,936,399
Comprehensive income:
Net income		—			—			—			140,934			—			—			140,934
Other comprehensive loss		—			—			—			—			(85,723	)		—			(85,723	)
Comprehensive income																				55,211
Common stock issued:
Stock-based compensation plans, net		—			—			564			(17,057	)		—			23,368			6,875
Purchase of treasury stock		—			—			—			—			—			(93,294	)		(93,294	)
Cash dividends:
Common stock, $0.24 per share		—			—			—			(40,223	)		—			—			(40,223	)
Preferred stock		—			—			—			(3,885	)		—			—			(3,885	)
Purchase of preferred stock		(535	)		—			—			(82	)		—			—			(617	)
Stock-based compensation expense, net		—			—			11,368			—			—			—			11,368
Tax benefit of stock options		—			—			448			—			—			—			448
Balance, September 30, 2013	$	62,737		$	1,750		$	1,614,516		$	1,361,498		$	(37,120	)	$	(131,099	)	$	2,872,282
Balance, December 31, 2013	$	61,862		$	1,750		$	1,617,990		$	1,392,508		$	(24,244	)	$	(158,576	)	$	2,891,290
Comprehensive income:
Net income		—			—			—			141,771			—			—			141,771
Other comprehensive income		—			—			—			—			22,519			—			22,519
Comprehensive income																				164,290
Common stock issued:
Stock-based compensation plans, net		—			—			1,863			(20,556	)		—			29,824			11,131
Purchase of common stock returned to authorized but unissued		—			(31	)		(50,467	)		—			—			50,498			—
Purchase of treasury stock		—			—			—			—			—			(162,743	)		(162,743	)
Cash dividends:
Common stock, $0.27 per share		—			—						(43,299	)		—			—			(43,299	)
Preferred stock		—			—			—			(3,777	)		—			—			(3,777	)
Purchase of preferred stock		(838	)		—			—			(122	)		—			—			(960	)
Stock-based compensation expense, net		—			—			12,462			—			—			—			12,462
Tax benefit of stock options		—			—			1,184			—			—			—			1,184
Balance, September 30, 2014	$	61,024		$	1,719		$	1,583,032		$	1,466,525		$	(1,725	)	$	(240,997	)	$	2,869,578

See accompanying notes to consolidated financial statements.

6

ITEM 1. Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2014			2013
	($ in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	141,771		$	140,934
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		11,000			7,800
Depreciation and amortization		38,023			36,738
Recovery of valuation allowance on mortgage servicing rights, net		(89	)		(14,097	)
Amortization of mortgage servicing rights		8,224			12,479
Amortization of other intangible assets		2,972			3,032
Amortization and accretion on earning assets, funding, and other, net		21,647			36,973
Tax impact of stock based compensation		1,184			448
Gain on sales of investment securities, net		(469	)		(582	)
Gain on sales of assets and impairment write-downs, net		(6,561	)		(2,726	)
Gain on mortgage banking activities, net		(11,668	)		(31,539	)
Mortgage loans originated and acquired for sale		(777,532	)		(1,977,357	)
Proceeds from sales of mortgage loans held for sale		735,565			2,152,286
Pension contributions		(21,270	)		(28,000	)
(Increase) decrease in interest receivable		(3,301	)		739
Decrease in interest payable		(6,451	)		(8,293	)
Net change in other assets and other liabilities		(2,333	)		42,721
Net cash provided by operating activities		130,712			371,556
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans		(1,292,718	)		(233,755	)
Purchases of:
Available for sale securities		(808,899	)		(1,305,155	)
Held to maturity securities		(126,602	)		(85,453	)
FHLB stock		(7,626	)		(28,520	)
Premises, equipment, and software, net of disposals		(35,507	)		(49,139	)
Other assets		(2,460	)		(1,401	)
Proceeds from:
Sales of available for sale securities		101,987			135,809
Prepayments, calls, and maturities of available for sale securities		620,606			1,082,290
Prepayments, calls, and maturities of held to maturity securities		6,170			—
FHLB stock		—			14,399
Prepayments, calls, and maturities of other assets		29,136			30,857
Net cash used in investing activities		(1,515,913	)		(440,068	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		934,091			1,398,043
Net increase (decrease) in short-term funding		689,254			(700,059	)
Repayment of long-term funding		(155,058	)		(400,156	)
Purchase of preferred stock		(960	)		(617	)
Cash dividends on common stock		(43,299	)		(40,223	)
Cash dividends on preferred stock		(3,777	)		(3,885	)
Purchase of treasury stock		(162,743	)		(93,294	)
Net cash provided by financing activities		1,257,508			159,809
Net increase (decrease) in cash and cash equivalents		(127,693	)		91,297
Cash and cash equivalents at beginning of period		602,245			737,873
Cash and cash equivalents at end of period	$	474,552		$	829,170
Supplemental disclosures of cash flow information:
Cash paid for interest	$	46,026		$	57,310
Cash paid for income taxes		57,167			29,700
Loans and bank premises transferred to other real estate owned		17,125			21,962
Capitalized mortgage servicing rights		5,844			15,968

See accompanying notes to consolidated financial statements.

7

ITEM 1. Financial Statements Continued:

ASSOCIATED BANC-CORP

Notes to Consolidated Financial Statements

These interim consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission and, therefore, certain information and footnote disclosures normally presented in accordance with U.S. generally accepted accounting principles have been omitted or abbreviated. The information contained in the consolidated financial statements and footnotes in Associated Banc-Corp’s 2013 annual report on Form 10-K, should be referred to in connection with the reading of these unaudited interim financial statements.

NOTE 1: Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position, results of operations and comprehensive income, changes in stockholders’ equity, and cash flows of Associated Banc-Corp (individually referred to herein as the “Parent Company,” and together with all of its subsidiaries and affiliates, collectively referred to herein as the “Corporation”) for the periods presented, and all such adjustments are of a normal recurring nature. The consolidated financial statements include the accounts of all subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

Certain amounts in the consolidated financial statements of prior periods have been reclassified to conform with the current period’s presentation. The consolidated statements of income were modified from prior periods’ presentation to conform with the current period presentation, which shows a new provision for credit losses line item comprised of the provision for loan losses and the provision for unfunded commitments. In prior periods’ presentation, the provision for unfunded commitments was reported as a component of losses other than loans in the consolidated statements of income. The presentation of the consolidated balance sheets remains unchanged with the allowance for loan losses presented as a valuation allowance with the related loan asset, while the allowance for unfunded commitments is included in accrued expenses and other liabilities.

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 credit losses, goodwill impairment assessment, mortgage servicing rights valuation, and income taxes. Management has evaluated subsequent events for potential recognition or disclosure.

NOTE 2: New Accounting Pronouncements Adopted

In July 2013, the FASB issued an amendment to clarify the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied prospectively. The Corporation adopted the accounting standard during the first quarter of 2014, as required, with no material impact on its results of operations, financial position, or liquidity.

NOTE 3: Earnings Per Common Share

Earnings per share are calculated utilizing the two-class method. Basic earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding adjusted for the dilutive effect of common stock awards (outstanding stock options, unvested restricted stock, and outstanding stock warrants). Presented below are the calculations for basic and diluted earnings per common share.

8

	For the Three Months Ended September 30						For the Nine Months Ended September 30
	2014			2013			2014			2013
	(In Thousands, except per share data)
Net income	$	50,207		$	45,658		$	141,771		$	140,934
Preferred stock dividends		(1,255	)		(1,285	)		(3,777	)		(3,885	)
Net income available to common equity	$	48,952		$	44,373		$	137,994		$	137,049
Common shareholder dividends		(13,983	)		(13,167	)		(42,864	)		(39,849	)
Dividends on unvested share-based payment awards		(140	)		(100	)		(435	)		(374	)
Undistributed earnings	$	34,829		$	31,106		$	94,695		$	96,826
Undistributed earnings allocated to common shareholders		34,481			30,873			93,862			96,112
Undistributed earnings allocated to unvested share-based payment awards		348			233			833			714
Undistributed earnings	$	34,829		$	31,106		$	94,695		$	96,826
Basic
Distributed earnings to common shareholders	$	13,983		$	13,167		$	42,864		$	39,849
Undistributed earnings allocated to common shareholders		34,481			30,873			93,862			96,112
Total common shareholders earnings, basic	$	48,464		$	44,040		$	136,726		$	135,961
Diluted
Distributed earnings to common shareholders	$	13,983		$	13,167		$	42,864		$	39,849
Undistributed earnings allocated to common shareholders		34,481			30,873			93,862			96,112
Total common shareholders earnings, diluted	$	48,464		$	44,040		$	136,726		$	135,961
Weighted average common shares outstanding		155,925			164,954			159,090			166,586
Effect of dilutive common stock awards		1,066			489			903			174
Diluted weighted average common shares outstanding		156,991			165,443			159,993			166,760
Basic earnings per common share	$	0.31		$	0.27		$	0.86		$	0.82
Diluted earnings per common share	$	0.31		$	0.27		$	0.85		$	0.82

Options to purchase approximately 2 million and 3 million shares were outstanding for the three and nine months ended September 30, 2014, respectively, but excluded from the calculation of diluted earnings per common share as the effect would have been anti-dilutive. Options to purchase approximately 3 million shares were outstanding for both the three and nine months ended September 30, 2013, but excluded from the calculation of diluted earnings per common share as the effect would have been anti-dilutive.

9

NOTE 4: Stock-Based Compensation

At September 30, 2014, the Corporation had one stock-based compensation plan, the 2013 Incentive Compensation Plan. All stock options granted under this plan have an exercise price that is equal to the closing price of the Corporation’s stock on the grant date.

The Corporation also issues restricted common stock and restricted common stock units to certain key employees (collectively referred to as “restricted stock awards”) under this plan. The shares of restricted stock are restricted as to transfer, but are not restricted as to dividend payment or voting rights. Restricted stock units receive dividend equivalents but do not have voting rights. The transfer restrictions primarily lapse over three or four years, depending upon whether the awards are service-based or performance-based. Service-based awards are contingent upon continued employment or meeting the requirements for retirement, and performance-based awards are based on earnings per share performance goals, relative total shareholder return, and continued employment or meeting the requirements for retirement. The plan provides that restricted stock awards and stock options will immediately become fully vested upon retirement from the Corporation of those colleagues whose retirement meets the early retirement or normal retirement definitions under the plan (“retirement eligible colleagues”).

The fair value of stock options granted is estimated on the date of grant using a Black-Scholes option pricing model, while the fair value of restricted stock awards is their fair market value on the date of grant. The fair values of stock options and restricted stock awards are amortized as compensation expense on a straight-line basis over the vesting period of the grants. Beginning with the 2014 grants, expenses related to stock options and restricted stock are fully recognized on the date the colleague meets the definition of normal or early retirement. Compensation expense recognized is included in personnel expense in the consolidated statements of income.

Assumptions are used in estimating the fair value of stock options granted. The weighted average expected life of the stock option represents the period of time that stock options are expected to be outstanding and is estimated using historical data of stock option exercises and forfeitures. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the implied volatility of the Corporation’s stock. The following assumptions were used in estimating the fair value for options granted in the first nine months of 2014 and full year 2013.

	2014			2013
Dividend yield		2.00	%		2.00	%
Risk-free interest rate		2.00	%		0.99	%
Weighted average expected volatility		20.00	%		34.35	%
Weighted average expected life		6 years			6 years
Weighted average per share fair value of options	$	3.00		$	3.80

The Corporation is required to estimate potential forfeitures of stock grants and adjust compensation expense recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods.

10

A summary of the Corporation’s stock option activity for the year ended December 31, 2013 and for the nine months ended September 30, 2014, is presented below.

Stock Options	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value (000s)
Outstanding at December 31, 2012		8,640,558		$	18.88
Granted		1,020,979			14.02
Exercised		(642,202	)		13.43
Forfeited or expired		(985,092	)		21.49
Outstanding at December 31, 2013		8,034,243		$	18.37		6.03	$	20,838
Options exercisable at December 31, 2013		4,923,720		$	21.48		4.62		8,580
Outstanding at December 31, 2013		8,034,243		$	18.37
Granted		1,389,452			17.45
Exercised		(754,470	)		13.74
Forfeited or expired		(589,238	)		24.36
Outstanding at September 30, 2014		8,079,987		$	18.21		6.12	$	17,762
Options exercisable at September 30, 2014		5,225,930		$	19.78		4.79		11,624

The following table summarizes information about the Corporation’s nonvested stock option activity for the year ended December 31, 2013, and for the nine months ended September 30, 2014.

Stock Options	Shares			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2012		4,036,595		$	5.11
Granted		1,020,979			3.80
Vested		(1,680,981	)		5.10
Forfeited		(266,070	)		5.05
Nonvested at December 31, 2013		3,110,523		$	4.69
Granted		1,389,452			3.00
Vested		(1,492,733	)		4.95
Forfeited		(153,185	)		4.41
Nonvested at September 30, 2014		2,854,057		$	3.75

The intrinsic value of stock options exercised for the nine months ended September 30, 2014 was $3 million and $2 million for the year ended December 31, 2013, respectively. The total fair value of stock options that vested was $7 million for the first nine months of 2014 and $9 million for the year ended December 31, 2013. For the nine months ended September 30, 2014 and 2013, the Corporation recognized compensation expense for the vesting of stock options of $5 million and $6 million, respectively. For the full year 2013, the Corporation recognized compensation expense of $8 million for the vesting of stock options. Included in compensation expense for 2014 was approximately $250,000 of expense for the accelerated vesting of stock options granted to retirement eligible colleagues. At September 30, 2014, the Corporation had $6 million of unrecognized compensation expense related to stock options that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2018.

11

The following table summarizes information about the Corporation’s restricted stock awards activity for the year ended December 31, 2013, and for the nine months ended September 30, 2014.

Restricted Stock	Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2012		932,425		$	13.60
Granted		1,276,868			14.03
Vested		(626,480	)		13.68
Forfeited		(71,048	)		13.92
Outstanding at December 31, 2013		1,511,765		$	13.92
Granted		1,158,711			17.41
Vested		(526,784	)		14.13
Forfeited		(124,222	)		15.06
Outstanding at September 30, 2014		2,019,470		$	15.80

The Corporation amortizes the expense related to restricted stock awards as compensation expense over the vesting period specified in the grant. Restricted stock awards granted during 2013 to executive officers will vest ratably over a three year period, while restricted stock awards granted during 2014 will vest ratably over a four year period. Restricted stock awards granted to non-executives during 2014 and 2013 will vest ratably over a four year period. Expense for restricted stock awards of approximately $8 million and $6 million was recognized for the nine months ended September 30, 2014 and 2013, respectively. The Corporation recognized approximately $7 million of expense for restricted stock awards for the full year 2013. Included in compensation expense for 2014 was approximately $1.1 million of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues. The Corporation had $24 million of unrecognized compensation costs related to restricted stock awards at September 30, 2014 that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2018.

The Corporation has the ability to issue shares from treasury or new shares upon the exercise of stock options or the granting of restricted stock awards. The Board of Directors has authorized management to repurchase shares of the Corporation’s common stock each quarter in the market, to be made available for issuance in connection with the Corporation’s employee incentive plans and for other corporate purposes. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.

12

NOTE 5: Investment Securities

The amortized cost and fair values of investment securities available for sale and held to maturity were as follows.

September 30, 2014:	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	($ in Thousands)
Investment securities available for sale:
U.S. Treasury securities	$	999	$	—	$	(3	)	$	996
Obligations of state and political subdivisions (municipal securities)		588,255		26,229		(48	)		614,436
Residential mortgage-related securities:
Government-sponsored enterprise (“GSE”)		3,725,218		59,047		(43,225	)		3,741,040
Private-label		2,475		9		(2	)		2,482
GNMA commercial mortgage-related securities		1,007,068		1,751		(28,217	)		980,602
Other securities (debt and equity)		5,806		60		—			5,866
Total investment securities available for sale	$	5,329,821	$	87,096	$	(71,495	)	$	5,345,422
Investment securities held to maturity:
Obligations of state and political subdivisions (municipal securities)	$	301,941	$	6,875	$	(934	)	$	307,882
Total investment securities held to maturity	$	301,941	$	6,875	$	(934	)	$	307,882
December 31, 2013:	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	($ in Thousands)
Investment securities available for sale:
U.S. Treasury securities	$	1,001	$	1	$	—		$	1,002
Obligations of state and political subdivisions (municipal securities)		653,758		23,855		(1,533	)		676,080
Residential mortgage-related securities:
GSE		3,855,467		61,542		(78,579	)		3,838,430
Private-label		3,035		16		(37	)		3,014
GNMA commercial mortgage-related securities		673,555		1,764		(27,842	)		647,477
Asset-backed securities (1)		23,049		10		—			23,059
Other securities (debt and equity)		60,711		855		(43	)		61,523
Total investment securities available for sale	$	5,270,576	$	88,043	$	(108,034	)	$	5,250,585
Investment securities held to maturity:
Obligations of state and political subdivisions (municipal securities)	$	175,210	$	401	$	(5,722	)	$	169,889
Total investment securities held to maturity	$	175,210	$	401	$	(5,722	)	$	169,889

(1) The asset-backed securities position is largely comprised of senior, floating rate, tranches of student loan securities issued by SLM Corp and guaranteed under the Federal Family Education Loan Program.

13

The amortized cost and fair values of investment securities available for sale and held to maturity at September 30, 2014, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available for Sale					Held to Maturity
($ in Thousands)	Amortized Cost		Fair Value			Amortized Cost		Fair Value
Due in one year or less	$	28,053	$	28,232		$	—	$	—
Due after one year through five years		224,059		236,326			765		774
Due after five years through ten years		333,788		347,187			105,931		106,998
Due after ten years		9,142		9,480			195,245		200,110
Total debt securities		595,042		621,225			301,941		307,882
Residential mortgage-related securities:
GSE		3,725,218		3,741,040			—		—
Private-label		2,475		2,482			—		—
GNMA commercial mortgage-related securities		1,007,068		980,602			—		—
Equity securities		18		73			—		—
Total investment securities	$	5,329,821	$	5,345,422		$	301,941	$	307,882
Ratio of Fair Value to Amortized Cost				100.3	%				102.0	%

The following represents gross unrealized losses and the related fair value of investment securities available for sale and held to maturity, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2014.

	Less than 12 months							12 months or more							Total
September 30, 2014:	Number of Securities		Unrealized Losses			Fair Value		Number of Securities		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value
			($ in Thousands)
Investment securities available for sale:
U.S. Treasury securities		1	$	(3	)	$	996		—	$	—		$	—	$	(3	)	$	996
Obligations of state and political subdivisions (municipal securities)		5		(1	)	$	1,799		13		(47	)	$	5,647		(48	)	$	7,446
Residential mortgage-related securities:
GSE		30		(1,472	)		331,085		64		(41,753	)		1,389,945		(43,225	)		1,721,030
Private-label		1		(1	)		1,889		2		(1	)		30		(2	)		1,919
GNMA commercial mortgage-related securities		12		(1,927	)		363,315		15		(26,290	)		390,443		(28,217	)		753,758
Total			$	(3,404	)	$	699,084			$	(68,091	)	$	1,786,065	$	(71,495	)	$	2,485,149
Investment securities held to maturity:
Obligations of state and political subdivisions (municipal securities)		39	$	(55	)	$	14,443		119	$	(879	)	$	55,522	$	(934	)	$	69,965
Total			$	(55	)	$	14,443			$	(879	)	$	55,522	$	(934	)	$	69,965

14

For comparative purposes, the following represents gross unrealized losses and the related fair value of investment securities available for sale and held to maturity, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2013.

	Less than 12 months							12 months or more							Total
December 31, 2013:	Number of Securities		Unrealized Losses			Fair Value		Number of Securities		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value
			($ in Thousands)
Investment securities available for sale:
Obligations of state and political subdivisions (municipal securities)		113	$	(1,525	)	$	47,044		1	$	(8	)	$	273	$	(1,533	)	$	47,317
Residential mortgage-related securities:
GSE		106		(57,393	)		1,887,784		15		(21,186	)		421,082		(78,579	)		2,308,866
Private-label		2		(37	)		2,105		1		—			35		(37	)		2,140
GNMA commercial mortgage-related securities		19		(23,854	)		443,462		1		(3,988	)		45,950		(27,842	)		489,412
Other debt securities		5		(43	)		6,452		—		—			—		(43	)		6,452
Total			$	(82,852	)	$	2,386,847			$	(25,182	)	$	467,340	$	(108,034	)	$	2,854,187
Investment securities held to maturity:
Obligations of state and political subdivisions (municipal securities)		298	$	(5,339	)	$	124,435		10	$	(383	)	$	5,010	$	(5,722	)	$	129,445
Total			$	(5,339	)	$	124,435			$	(383	)	$	5,010	$	(5,722	)	$	129,445

The Corporation reviews the investment securities portfolio on a quarterly basis to monitor its exposure to other-than-temporary impairment. A determination as to whether a security’s decline in fair value is other-than-temporary takes into consideration numerous factors and the relative significance of any single factor can vary by security. Some factors the Corporation may consider in the other-than-temporary impairment analysis include, the length of time and extent to which the security has been in an unrealized loss position, changes in security ratings, financial condition and near-term prospects of the issuer, as well as security and industry specific economic conditions. In addition, with regards to its debt securities, the Corporation may also evaluate payment structure, whether there are defaulted payments or expected defaults, prepayment speeds, and the value of any underlying collateral.

Based on the Corporation’s evaluation, management does not believe any unrealized loss at September 30, 2014 represents an other-than-temporary impairment as these unrealized losses are primarily attributable to changes in interest rates and the current market conditions, and not credit deterioration. The unrealized losses reported for residential mortgage-related securities relate to private-label residential mortgage-related securities as well as residential mortgage-related securities issued by government-sponsored enterprises such as the Government National Mortgage Association (“GNMA”), the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”). The unrealized losses reported for commercial mortgage-related securities relate to securities issued by GNMA. The unrealized losses reported for municipal securities relate to various state and local political subdivisions and school districts. The Corporation currently does not intend to sell nor does it believe that it will be required to sell the securities contained in the above unrealized losses table before recovery of their amortized cost basis. The improvement in the unrealized loss position of the investment securities portfolio was due to a reduction in the overall level of interest rates from December 31, 2013 to September 30, 2014, as well as spread compression on mortgage-related and municipal securities, which increased the fair value of investment securities.

15

The following is a summary of the credit loss portion of other-than-temporary impairment recognized in earnings on debt securities for the year ended December 31, 2013 and the nine months ended September 30, 2014, respectively.

	Private-label Mortgage-Related Securities			Trust Preferred Debt Securities			Total
	($ in Thousands)
Balance of credit-related other-than-temporary impairment at December 31, 2012	$	(532	)	$	(6,336	)	$	(6,868	)
Reduction due to credit impaired securities sold		532			57			589
Balance of credit-related other-than-temporary impairment at December 31, 2013	$	—		$	(6,279	)	$	(6,279	)
Reduction due to credit impaired securities sold or abandoned		—			6,279			6,279
Balance of credit-related other-than-temporary impairment at September 30, 2014	$	—		$	—		$	—

Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank Stocks: The Corporation is required to maintain Federal Reserve stock and FHLB stock as a member of both the Federal Reserve System and the FHLB, and in amounts as required by these institutions. These equity securities are “restricted” in that they can only be sold back to the respective institutions or another member institution at par. Therefore, they are less liquid than other marketable equity securities and their fair value is equal to amortized cost. The Corporation had FHLB stock of $118 million at September 30, 2014 and $110 million at December 31, 2013 and Federal Reserve Bank stock of $71 million at both September 30, 2014 and December 31, 2013.

NOTE 6: Loans, Allowance for Credit Losses, and Credit Quality

The period end loan composition was as follows.

	September 30,		December 31,
	2014		2013
	($ in Thousands)
Commercial and industrial	$	5,603,899	$	4,822,680
Commercial real estate - owner occupied		1,014,335		1,114,715
Lease financing		52,600		55,483
Commercial and business lending		6,670,834		5,992,878
Commercial real estate - investor		3,043,361		2,939,456
Real estate construction		982,426		896,248
Commercial real estate lending		4,025,787		3,835,704
Total commercial		10,696,621		9,828,582
Home equity		1,676,525		1,825,014
Installment and credit cards		459,682		407,074
Residential mortgage		4,326,262		3,835,591
Total consumer		6,462,469		6,067,679
Total loans	$	17,159,090	$	15,896,261

16

A summary of the changes in the allowance for credit losses was as follows.

	Nine Months Ended September 30, 2014			Year Ended December 31, 2013
	($ in Thousands)
Allowance for Loan Losses:
Balance at beginning of period	$	268,315		$	297,409
Provision for loan losses		8,500			10,000
Charge offs		(35,318	)		(88,061	)
Recoveries		24,765			48,967
Net charge offs		(10,553	)		(39,094	)
Balance at end of period	$	266,262		$	268,315
Allowance for Unfunded Commitments:
Balance at beginning of period	$	21,900		$	21,800
Provision for unfunded commitments		2,500			100
Balance at end of period	$	24,400		$	21,900
Allowance for Credit Losses	$	290,662		$	290,215

The level of the allowance for loan losses represents management’s estimate of an amount appropriate to provide for probable credit losses in the loan portfolio at the balance sheet date. In general, the change in the allowance for loan losses is a function of a number of factors, including but not limited to changes in the loan portfolio, net charge offs, trends in past due and impaired loans, and the level of potential problem loans. Management considers the allowance for loan losses a critical accounting policy, as assessing these numerous factors involves significant judgment.

The allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit) and is included in accrued expenses and other liabilities on the consolidated balance sheets. The determination of the appropriate level of the allowance for unfunded commitments is based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience and credit risk grading of the loan. Net adjustments to the allowance for unfunded commitments are included in provision for credit losses in the consolidated statements of income. See Note 12 for additional information on the allowance for unfunded commitments.

17

A summary of the changes in the allowance for loan losses by portfolio segment for the nine months ended September 30, 2014, was as follows.

$ in Thousands	Commercial and industrial			Commercial real estate - owner occupied			Lease financing			Commercial real estate - investor			Real estate construction			Home equity			Installment and credit cards			Residential mortgage			Total
Balance at Dec 31, 2013	$	104,501		$	19,476		$	1,607		$	58,156		$	23,418		$	32,196		$	2,416		$	26,545		$	268,315
Provision for loan losses		18,700			1,098			777			(14,292	)		(3,831	)		1,278			3,486			1,284			8,500
Charge offs		(11,421	)		(2,963	)		(29	)		(4,358	)		(1,761	)		(9,713	)		(1,751	)		(3,322	)		(35,318	)
Recoveries		9,501			1,427			6			9,693			503			2,546			481			608			24,765
Balance at Sep 30, 2014	$	121,281		$	19,038		$	2,361		$	49,199		$	18,329		$	26,307		$	4,632		$	25,115		$	266,262
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	$	14,006		$	1,672		$	735		$	1,829		$	1,140		$	11		$	—		$	588		$	19,981
Ending balance impaired loans collectively evaluated for impairment	$	3,590		$	2,404		$	4		$	2,429		$	1,021		$	12,480		$	339		$	11,503		$	33,770
Total impaired loans	$	17,596		$	4,076		$	739		$	4,258		$	2,161		$	12,491		$	339		$	12,091		$	53,751
Ending balance all other loans collectively evaluated for impairment	$	103,685		$	14,962		$	1,622		$	44,941		$	16,168		$	13,816		$	4,293		$	13,024		$	212,511
Total	$	121,281		$	19,038		$	2,361		$	49,199		$	18,329		$	26,307		$	4,632		$	25,115		$	266,262
Loans:
Ending balance impaired loans individually evaluated for impairment	$	45,242		$	17,927		$	1,938		$	21,204		$	6,026		$	1,025		$	—		$	10,390		$	103,752
Ending balance impaired loans collectively evaluated for impairment	$	42,856		$	17,987		$	9		$	28,342		$	2,966		$	30,818		$	1,759		$	60,252		$	184,989
Total impaired loans	$	88,098		$	35,914		$	1,947		$	49,546		$	8,992		$	31,843		$	1,759		$	70,642		$	288,741
Ending balance all other loans collectively evaluated for impairment	$	5,515,801		$	978,421		$	50,653		$	2,993,815		$	973,434		$	1,644,682		$	457,923		$	4,255,620		$	16,870,349
Total	$	5,603,899		$	1,014,335		$	52,600		$	3,043,361		$	982,426		$	1,676,525		$	459,682		$	4,326,262		$	17,159,090

The allocation methodology used by the Corporation includes allocations for specifically identified impaired loans and loss factor allocations (used for both criticized and non-criticized loan categories), with a component primarily based on historical loss rates and a component primarily based on other qualitative factors. Management allocates the allowance for loan losses by pools of risk within each loan portfolio. The allocation of the allowance for loan losses by loan portfolio is made for analytical purposes and is not necessarily indicative of the trend of future loan losses in any particular category. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.

18

For comparison purposes, a summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2013, was as follows.

$ in Thousands	Commercial and industrial			Commercial real estate - owner occupied			Lease financing			Commercial real estate - investor			Real estate construction			Home equity			Installment			Residential mortgage			Total
Balance at Dec 31, 2012	$	97,852		$	27,389		$	3,024		$	63,181		$	20,741		$	56,826		$	4,299		$	24,097		$	297,409
Provision for loan losses		12,930			(1,778	)		(1,429	)		(2,140	)		541			(8,213	)		(2,127	)		12,216			10,000
Charge offs		(35,146	)		(6,474	)		(206	)		(9,846	)		(3,375	)		(20,629	)		(1,389	)		(10,996	)		(88,061	)
Recoveries		28,865			339			218			6,961			5,511			4,212			1,633			1,228			48,967
Balance at Dec 31, 2013	$	104,501		$	19,476		$	1,607		$	58,156		$	23,418		$	32,196		$	2,416		$	26,545		$	268,315
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	$	7,994		$	1,019		$	—		$	3,932		$	254		$	123		$	—		$	315		$	13,637
Ending balance impaired loans collectively evaluated for impairment	$	3,923		$	1,936		$	29		$	3,963		$	2,162		$	13,866		$	487		$	11,872		$	38,238
Total impaired loans	$	11,917		$	2,955		$	29		$	7,895		$	2,416		$	13,989		$	487		$	12,187		$	51,875
Ending balance all other loans collectively evaluated for impairment	$	92,584		$	16,521		$	1,578		$	50,261		$	21,002		$	18,207		$	1,929		$	14,358		$	216,440
Total	$	104,501		$	19,476		$	1,607		$	58,156		$	23,418		$	32,196		$	2,416		$	26,545		$	268,315
Loans:
Ending balance impaired loans individually evaluated for impairment	$	29,343		$	24,744		$	—		$	32,367		$	3,777		$	929		$	—		$	10,526		$	101,686
Ending balance impaired loans collectively evaluated for impairment	$	40,893		$	17,929		$	69		$	50,175		$	6,483		$	33,871		$	1,360		$	56,947		$	207,727
Total impaired loans	$	70,236		$	42,673		$	69		$	82,542		$	10,260		$	34,800		$	1,360		$	67,473		$	309,413
Ending balance all other loans collectively evaluated for impairment	$	4,752,444		$	1,072,042		$	55,414		$	2,856,914		$	885,988		$	1,790,214		$	405,714		$	3,768,118		$	15,586,848
Total	$	4,822,680		$	1,114,715		$	55,483		$	2,939,456		$	896,248		$	1,825,014		$	407,074		$	3,835,591		$	15,896,261

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The following table presents commercial loans by credit quality indicator at September 30, 2014.

	Pass		Special Mention		Potential Problem		Impaired		Total
	($ in Thousands)
Commercial and industrial	$	5,268,521	$	113,864	$	133,416	$	88,098	$	5,603,899
Commercial real estate - owner occupied		900,306		29,107		49,008		35,914		1,014,335
Lease financing		45,506		1,360		3,787		1,947		52,600
Commercial and business lending		6,214,333		144,331		186,211		125,959		6,670,834
Commercial real estate - investor		2,930,817		34,524		28,474		49,546		3,043,361
Real estate construction		967,914		3,293		2,227		8,992		982,426
Commercial real estate lending		3,898,731		37,817		30,701		58,538		4,025,787
Total commercial	$	10,113,064	$	182,148	$	216,912	$	184,497	$	10,696,621

The following table presents commercial loans by credit quality indicator at December 31, 2013.

	Pass		Special Mention		Potential Problem		Impaired		Total
	($ in Thousands)
Commercial and industrial	$	4,485,160	$	153,615	$	113,669	$	70,236	$	4,822,680
Commercial real estate - owner occupied		959,849		55,404		56,789		42,673		1,114,715
Lease financing		52,733		897		1,784		69		55,483
Commercial and business lending		5,497,742		209,916		172,242		112,978		5,992,878
Commercial real estate - investor		2,740,255		64,230		52,429		82,542		2,939,456
Real estate construction		877,911		2,814		5,263		10,260		896,248
Commercial real estate lending		3,618,166		67,044		57,692		92,802		3,835,704
Total commercial	$	9,115,908	$	276,960	$	229,934	$	205,780	$	9,828,582

The following table presents consumer loans by credit quality indicator at September 30, 2014.

	Performing		30-89 Days Past Due		Potential Problem		Impaired		Total
	($ in Thousands)
Home equity	$	1,633,033	$	10,738	$	911	$	31,843	$	1,676,525
Installment and credit cards		456,101		1,818		4		1,759		459,682
Residential mortgage		4,250,223		3,231		2,166		70,642		4,326,262
Total consumer	$	6,339,357	$	15,787	$	3,081	$	104,244	$	6,462,469

The following table presents consumer loans by credit quality indicator at December 31, 2013.

	Performing		30-89 Days Past Due		Potential Problem		Impaired		Total
	($ in Thousands)
Home equity	$	1,777,421	$	10,680	$	2,113	$	34,800	$	1,825,014
Installment		404,514		1,150		50		1,360		407,074
Residential mortgage		3,758,688		6,118		3,312		67,473		3,835,591
Total consumer	$	5,940,623	$	17,948	$	5,475	$	103,633	$	6,067,679

Factors that are important to managing overall credit quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early identification of potential problems, and appropriate allowance for credit losses, nonaccrual and charge off policies.

For commercial loans, management has determined the pass credit quality indicator to include credits that exhibit acceptable financial statements, cash flow, and leverage. If any risk exists, it is mitigated by the loan structure, collateral, monitoring, or control. For consumer loans, performing loans include credits that are performing in accordance with the original contractual terms. Loans are

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considered past due if the required principal and interest payments have not been received as of the date such payments were due. Special mention credits have potential weaknesses that deserve management’s attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the credit. Potential problem loans are considered inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged. These loans generally have a well-defined weakness, or weaknesses that may jeopardize liquidation of the debt and are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. Lastly, management considers a loan to be impaired when it is probable that the Corporation will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that commercial and consumer loan relationships that have nonaccrual status or have had their terms restructured in a troubled debt restructuring meet this impaired loan definition. Commercial loans classified as special mention, potential problem, and impaired are reviewed at a minimum on a quarterly basis, while pass and performing rated credits are reviewed on an annual basis or more frequently if the loan renewal is less than one year or if otherwise warranted.

21

The following table presents loans by past due status at September 30, 2014.

	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due *		Total Past Due		Current		Total
	($ in Thousands)
Accruing loans
Commercial and industrial	$	2,035	$	1,912	$	269	$	4,216	$	5,548,540	$	5,552,756
Commercial real estate - owner occupied		1,024		1,651		—		2,675		987,320		989,995
Lease financing		—		—		—		—		50,653		50,653
Commercial and business lending		3,059		3,563		269		6,891		6,586,513		6,593,404
Commercial real estate - investor		15,869		—		—		15,869		3,002,386		3,018,255
Real estate construction		299		100		—		399		973,840		974,239
Commercial real estate lending		16,168		100		—		16,268		3,976,226		3,992,494
Total commercial		19,227		3,663		269		23,159		10,562,739		10,585,898
Home equity		7,999		2,739		—		10,738		1,644,526		1,655,264
Installment and credit cards		1,106		712		1,369		3,187		455,842		459,029
Residential mortgage		2,944		287		52		3,283		4,271,478		4,274,761
Total consumer		12,049		3,738		1,421		17,208		6,371,846		6,389,054
Total accruing loans	$	31,276	$	7,401	$	1,690	$	40,367	$	16,934,585	$	16,974,952
Nonaccrual loans
Commercial and industrial	$	2,061	$	1,254	$	7,633	$	10,948	$	40,195	$	51,143
Commercial real estate - owner occupied		429		582		10,159		11,170		13,170		24,340
Lease financing		—		—		550		550		1,397		1,947
Commercial and business lending		2,490		1,836		18,342		22,668		54,762		77,430
Commercial real estate - investor		140		685		8,418		9,243		15,863		25,106
Real estate construction		64		56		1,061		1,181		7,006		8,187
Commercial real estate lending		204		741		9,479		10,424		22,869		33,293
Total commercial		2,694		2,577		27,821		33,092		77,631		110,723
Home equity		1,606		2,067		10,607		14,280		6,981		21,261
Installment and credit cards		57		49		138		244		409		653
Residential mortgage		3,934		2,657		22,117		28,708		22,793		51,501
Total consumer		5,597		4,773		32,862		43,232		30,183		73,415
Total nonaccrual loans **	$	8,291	$	7,350	$	60,683	$	76,324	$	107,814	$	184,138
Total loans
Commercial and industrial	$	4,096	$	3,166	$	7,902	$	15,164	$	5,588,735	$	5,603,899
Commercial real estate - owner occupied		1,453		2,233		10,159		13,845		1,000,490		1,014,335
Lease financing		—		—		550		550		52,050		52,600
Commercial and business lending		5,549		5,399		18,611		29,559		6,641,275		6,670,834
Commercial real estate - investor		16,009		685		8,418		25,112		3,018,249		3,043,361
Real estate construction		363		156		1,061		1,580		980,846		982,426
Commercial real estate lending		16,372		841		9,479		26,692		3,999,095		4,025,787
Total commercial		21,921		6,240		28,090		56,251		10,640,370		10,696,621
Home equity		9,605		4,806		10,607		25,018		1,651,507		1,676,525
Installment and credit cards		1,163		761		1,507		3,431		456,251		459,682
Residential mortgage		6,878		2,944		22,169		31,991		4,294,271		4,326,262
Total consumer		17,646		8,511		34,283		60,440		6,402,029		6,462,469
Total loans	$	39,567	$	14,751	$	62,373	$	116,691	$	17,042,399	$	17,159,090

* The recorded investment in loans past due 90 days or more and still accruing totaled $2 million at September 30, 2014 (the same as the reported balances for the accruing loans noted above).

** The percent of nonaccrual loans which are current was 59% at September 30, 2014.

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The following table presents loans by past due status at December 31, 2013.

	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due *		Total Past Due		Current		Total
	($ in Thousands)
Accruing loans
Commercial and industrial	$	3,390	$	3,436	$	1,199	$	8,025	$	4,776,936	$	4,784,961
Commercial real estate - owner occupied		1,015		2,091		—		3,106		1,081,945		1,085,051
Lease financing		—		—		—		—		55,414		55,414
Commercial and business lending		4,405		5,527		1,199		11,131		5,914,295		5,925,426
Commercial real estate - investor		9,081		14,134		—		23,215		2,878,645		2,901,860
Real estate construction		836		1,118		—		1,954		887,827		889,781
Commercial real estate lending		9,917		15,252		—		25,169		3,766,472		3,791,641
Total commercial		14,322		20,779		1,199		36,300		9,680,767		9,717,067
Home equity		8,611		2,069		346		11,026		1,788,821		1,799,847
Installment		885		265		637		1,787		404,173		405,960
Residential mortgage		5,253		865		168		6,286		3,781,673		3,787,959
Total consumer		14,749		3,199		1,151		19,099		5,974,667		5,993,766
Total accruing loans	$	29,071	$	23,978	$	2,350	$	55,399	$	15,655,434	$	15,710,833
Nonaccrual loans
Commercial and industrial	$	998	$	1,764	$	9,765	$	12,527	$	25,192	$	37,719
Commercial real estate - owner occupied		2,482		1,724		11,125		15,331		14,333		29,664
Lease financing		—		—		69		69		—		69
Commercial and business lending		3,480		3,488		20,959		27,927		39,525		67,452
Commercial real estate - investor		3,408		899		20,466		24,773		12,823		37,596
Real estate construction		2,376		—		2,267		4,643		1,824		6,467
Commercial real estate lending		5,784		899		22,733		29,416		14,647		44,063
Total commercial		9,264		4,387		43,692		57,343		54,172		111,515
Home equity		1,725		1,635		14,331		17,691		7,476		25,167
Installment		129		24		289		442		672		1,114
Residential mortgage		3,199		3,257		26,201		32,657		14,975		47,632
Total consumer		5,053		4,916		40,821		50,790		23,123		73,913
Total nonaccrual loans**	$	14,317	$	9,303	$	84,513	$	108,133	$	77,295	$	185,428
Total loans
Commercial and industrial	$	4,388	$	5,200	$	10,964	$	20,552	$	4,802,128	$	4,822,680
Commercial real estate - owner occupied		3,497		3,815		11,125		18,437		1,096,278		1,114,715
Lease financing		—		—		69		69		55,414		55,483
Commercial and business lending		7,885		9,015		22,158		39,058		5,953,820		5,992,878
Commercial real estate - investor		12,489		15,033		20,466		47,988		2,891,468		2,939,456
Real estate construction		3,212		1,118		2,267		6,597		889,651		896,248
Commercial real estate lending		15,701		16,151		22,733		54,585		3,781,119		3,835,704
Total commercial		23,586		25,166		44,891		93,643		9,734,939		9,828,582
Home equity		10,336		3,704		14,677		28,717		1,796,297		1,825,014
Installment		1,014		289		926		2,229		404,845		407,074
Residential mortgage		8,452		4,122		26,369		38,943		3,796,648		3,835,591
Total consumer		19,802		8,115		41,972		69,889		5,997,790		6,067,679
Total loans	$	43,388	$	33,281	$	86,863	$	163,532	$	15,732,729	$	15,896,261

* The recorded investment in loans past due 90 days or more and still accruing totaled $2 million at December 31, 2013 (the same as the reported balances for the accruing loans noted above).

** The percent of nonaccrual loans which are current was 42% at December 31, 2013.

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The following table presents impaired loans at September 30, 2014.

	Recorded Investment		Unpaid Principal Balance		Related Allowance		YTD Average Recorded Investment		YTD Interest Income Recognized(a)
	($ in Thousands)
Loans with a related allowance
Commercial and industrial	$	74,410	$	76,852	$	17,596	$	74,470	$	2,548
Commercial real estate - owner occupied		23,250		25,849		4,076		24,412		585
Lease financing		1,946		1,946		739		2,074		—
Commercial and business lending		99,606		104,647		22,411		100,956		3,133
Commercial real estate - investor		38,566		42,836		4,258		40,288		988
Real estate construction		5,778		8,576		2,161		6,702		158
Commercial real estate lending		44,344		51,412		6,419		46,990		1,146
Total commercial		143,950		156,059		28,830		147,946		4,279
Home equity		30,996		34,392		12,491		31,842		1,105
Installment and credit cards		1,759		1,979		339		1,864		41
Residential mortgage		62,916		67,457		12,091		63,920		1,526
Total consumer		95,671		103,828		24,921		97,626		2,672
Total loans	$	239,621	$	259,887	$	53,751	$	245,572	$	6,951
Loans with no related allowance
Commercial and industrial	$	13,688	$	21,230	$	—	$	16,781	$	46
Commercial real estate - owner occupied		12,664		14,996		—		13,775		36
Lease financing		1		—		—		—		—
Commercial and business lending		26,353		36,226		—		30,556		82
Commercial real estate - investor		10,980		17,169		—		12,556		133
Real estate construction		3,214		3,904		—		3,313		—
Commercial real estate lending		14,194		21,073		—		15,869		133
Total commercial		40,547		57,299		—		46,425		215
Home equity		847		859		—		864		15
Installment and credit cards		—		—		—		—		—
Residential mortgage		7,726		7,845		—		7,774		104
Total consumer		8,573		8,704		—		8,638		119
Total loans	$	49,120	$	66,003	$	—	$	55,063	$	334
Total
Commercial and industrial	$	88,098	$	98,082	$	17,596	$	91,251	$	2,594
Commercial real estate - owner occupied		35,914		40,845		4,076		38,187		621
Lease financing		1,947		1,946		739		2,074		—
Commercial and business lending		125,959		140,873		22,411		131,512		3,215
Commercial real estate - investor		49,546		60,005		4,258		52,844		1,121
Real estate construction		8,992		12,480		2,161		10,015		158
Commercial real estate lending		58,538		72,485		6,419		62,859		1,279
Total commercial		184,497		213,358		28,830		194,371		4,494
Home equity		31,843		35,251		12,491		32,706		1,120
Installment and credit cards		1,759		1,979		339		1,864		41
Residential mortgage		70,642		75,302		12,091		71,694		1,630
Total consumer		104,244		112,532		24,921		106,264		2,791
Total loans(b)	$	288,741	$	325,890	$	53,751	$	300,635	$	7,285

(a) Interest income recognized included $4 million of interest income recognized on accruing restructured loans for the nine months ended September 30, 2014.

(b) The implied fair value mark on all impaired loans at September 30, 2014, was 72% of their unpaid principal balance. The fair value mark is calculated as the recorded investment, net of the related allowance, divided by the unpaid principal balance.

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The following table presents impaired loans at December 31, 2013.

	Recorded Investment		Unpaid Principal Balance		Related Allowance		YTD Average Recorded Investment		YTD Interest Income Recognized (a)
	($ in Thousands)
Loans with a related allowance
Commercial and industrial	$	57,857	$	65,443	$	11,917	$	61,000	$	1,741
Commercial real estate - owner occupied		22,651		25,072		2,955		24,549		995
Lease financing		69		69		29		76		—
Commercial and business lending		80,577		90,584		14,901		85,625		2,736
Commercial real estate - investor		64,647		68,228		7,895		68,776		2,735
Real estate construction		8,815		12,535		2,416		9,796		236
Commercial real estate lending		73,462		80,763		10,311		78,572		2,971
Total commercial		154,039		171,347		25,212		164,197		5,707
Home equity		34,707		40,344		13,989		36,623		1,518
Installment		1,360		1,676		487		1,753		100
Residential mortgage		60,157		69,699		12,187		62,211		1,861
Total consumer		96,224		111,719		26,663		100,587		3,479
Total loans	$	250,263	$	283,066	$	51,875	$	264,784	$	9,186
Loans with no related allowance
Commercial and industrial	$	12,379	$	19,556	$	—	$	14,291	$	306
Commercial real estate - owner occupied		20,022		22,831		—		20,602		315
Lease financing		—		—		—		—		—
Commercial and business lending		32,401		42,387		—		34,893		621
Commercial real estate - investor		17,895		25,449		—		19,354		130
Real estate construction		1,445		1,853		—		1,576		13
Commercial real estate lending		19,340		27,302		—		20,930		143
Total commercial		51,741		69,689		—		55,823		764
Home equity		93		92		—		94		2
Installment		—		—		—		—		—
Residential mortgage		7,316		8,847		—		7,321		185
Total consumer		7,409		8,939		—		7,415		187
Total loans	$	59,150	$	78,628	$	—	$	63,238	$	951
Total
Commercial and industrial	$	70,236	$	84,999	$	11,917	$	75,291	$	2,047
Commercial real estate - owner occupied		42,673		47,903		2,955		45,151		1,310
Lease financing		69		69		29		76		—
Commercial and business lending		112,978		132,971		14,901		120,518		3,357
Commercial real estate - investor		82,542		93,677		7,895		88,130		2,865
Real estate construction		10,260		14,388		2,416		11,372		249
Commercial real estate lending		92,802		108,065		10,311		99,502		3,114
Total commercial		205,780		241,036		25,212		220,020		6,471
Home equity		34,800		40,436		13,989		36,717		1,520
Installment		1,360		1,676		487		1,753		100
Residential mortgage		67,473		78,546		12,187		69,532		2,046
Total consumer		103,633		120,658		26,663		108,002		3,666
Total loans (b)	$	309,413	$	361,694	$	51,875	$	328,022	$	10,137

(a) Interest income recognized included $6 million of interest income recognized on accruing restructured loans for the year ended December 31, 2013.

(b) The implied fair value mark on all impaired loans at December 31, 2013, was 71% of their unpaid principal balance. The fair value mark is calculated as the recorded investment, net of the related allowance, divided by the unpaid principal balance.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal

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payments, unless the loan is well secured and in the process of collection. Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management’s practice to place such loans on nonaccrual status immediately, rather than delaying such action until the loans become 90 days past due. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is reversed, amortization of related deferred loan fees or costs is suspended, and income is recorded only to the extent that interest payments are subsequently received in cash and a determination has been made that the principal and interest of the loan is collectible. If collectability of the principal and interest is in doubt, payments received are applied to loan principal.

While an asset is in nonaccrual status, some or all of the cash interest payments received may be treated as interest income on a cash basis as long as the remaining recorded investment in the asset (i.e., after charge off of identified losses, if any) is deemed to be fully collectible. The determination as to the ultimate collectability of the asset’s remaining recorded investment must be supported by a current, well documented credit evaluation of the borrower’s financial condition and prospects for repayment, including consideration of the borrower’s sustained historical repayment performance and other relevant factors. A nonaccrual loan is returned to accrual status when all delinquent principal and interest payments become current in accordance with the terms of the loan agreement, the borrower has demonstrated a period of sustained repayment performance, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. A sustained period of repayment performance generally would be a minimum of six months.

Troubled Debt Restructurings (“Restructured Loans”):

Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. The concessions granted generally involve the modification of terms of the loan, such as changes in payment schedule or interest rate, which generally would not otherwise be considered. Restructured loans can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Nonaccrual restructured loans are included and treated with all other nonaccrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings, which are considered and accounted for as impaired loans. Generally, restructured loans remain on nonaccrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains on nonaccrual status. The Corporation had a $26 million recorded investment in loans modified in a troubled debt restructuring for the nine months ended September 30, 2014, of which $10 million were in accrual status and $16 million were in nonaccrual pending a sustained period of repayment.

All restructured loans are considered impaired in the calendar year of restructuring. In subsequent years, a restructured loan may cease being classified as impaired if the loan was modified at a market rate and has performed according to the modified terms for at least six months. A loan that has been modified at a below market rate will return to performing status if it satisfies the six month performance requirement; however, it will remain classified as a restructured loan. The following table presents nonaccrual and performing restructured loans by loan portfolio.

	September 30, 2014				December 31, 2013
	Performing Restructured Loans		Nonaccrual Restructured Loans *		Performing Restructured Loans		Nonaccrual Restructured Loans *
	($ in Thousands)
Commercial and industrial	$	36,956	$	4,759	$	32,517	$	6,900
Commercial real estate - owner occupied		11,574		8,031		13,009		10,999
Commercial real estate - investor		24,439		17,472		44,946		18,069
Real estate construction		805		2,833		3,793		2,065
Home equity		10,582		6,729		9,633		5,419
Installment and credit cards		1,106		230		246		451
Residential mortgage		19,141		23,260		19,841		15,682
Total	$	104,603	$	63,314	$	123,985	$	59,585

* Nonaccrual restructured loans have been included with nonaccrual loans.

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The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio during the three and nine months ended September 30, 2014, and the recorded investment and unpaid principal balance as of September 30, 2014.

	Three Months Ended September 30, 2014						Nine Months Ended September 30, 2014
	Number of Loans		Recorded Investment (1)		Unpaid Principal Balance (2)		Number of Loans		Recorded Investment (1)		Unpaid Principal Balance (2)
	($ in Thousands)
Commercial and industrial		10	$	7,383	$	7,384		13	$	7,695	$	7,707
Commercial real estate - owner occupied		—		—		—		2		1,123		1,260
Commercial real estate - investor		3		5,603		5,918		4		6,096		6,425
Real estate construction		1		8		8		2		14		14
Home equity		42		1,428		1,486		94		3,407		3,593
Installment and credit cards		2		25		25		3		34		45
Residential mortgage		45		4,057		4,347		85		8,004		8,555
Total		103	$	18,504	$	19,168		203	$	26,373	$	27,599

(1) Represents post-modification outstanding recorded investment.

(2) Represents pre-modification outstanding recorded investment.

The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio during the three and nine months ended September 30, 2013, and the recorded investment and unpaid principal balance as of September 30, 2013.

	Three Months Ended September 30, 2013						Nine Months Ended September 30, 2013
	Number of Loans		Recorded Investment (1)		Unpaid Principal Balance (2)		Number of Loans		Recorded Investment (1)		Unpaid Principal Balance (2)
	($ in Thousands)
Commercial and industrial		19	$	5,479	$	6,384		58	$	11,379	$	14,028
Commercial real estate - owner occupied		7		3,373		3,488		17		9,313		9,596
Commercial real estate - investor		10		1,222		1,304		18		5,013		5,320
Real estate construction		3		227		248		9		2,006		2,084
Home equity		16		933		985		74		4,149		4,554
Installment		—		—		—		2		187		193
Residential mortgage		19		1,664		1,826		71		6,744		7,619
Total		74	$	12,898	$	14,235		249	$	38,791	$	43,394

(1) Represents post-modification outstanding recorded investment.

(2) Represents pre-modification outstanding recorded investment.

Restructured loan modifications may include payment schedule modifications, interest rate concessions, maturity date extensions, modification of note structure (A/B Note), non-reaffirmed Chapter 7 bankruptcies, principal reduction, or some combination of these concessions. During the three and nine months ended September 30, 2014, restructured loan modifications of commercial and industrial, commercial real estate and real estate construction loans primarily included maturity date extensions and payment schedule modifications. Restructured loan modifications of home equity and residential mortgage loans for the three and nine months ended September 30, 2014, primarily included maturity date extensions, interest rate concessions, payment schedule modifications, non-reaffirmed Chapter 7 bankruptcies, or a combination of these concessions.

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The following table provides the number of loans modified in a troubled debt restructuring during the previous 12 months which subsequently defaulted during the three and nine months ended September 30, 2014, as well as the recorded investment in these restructured loans as of September 30, 2014.

	Three Months Ended September 30, 2014				Nine Months Ended September 30, 2014
	Number of Loans		Recorded Investment		Number of Loans		Recorded Investment
	($ in Thousands)
Commercial and industrial		—	$	—		1	$	52
Commercial real estate - owner occupied		—		—		2		203
Commercial real estate - investor		1		493		2		1,613
Real estate construction		—		—		1		160
Home equity		12		367		25		939
Installment and credit cards		1		10		3		34
Residential mortgage		18		1,502		50		4,743
Total		32	$	2,372		84	$	7,744

The following table provides the number of loans modified in a troubled debt restructuring during the previous 12 months which subsequently defaulted during the three and nine months ended September 30, 2013, as well as the recorded investment in these restructured loans as of September 30, 2013.

	Three Months Ended September 30, 2013				Nine Months Ended September 30, 2013
	Number of Loans		Recorded Investment		Number of Loans		Recorded Investment
	($ in Thousands)
Commercial and industrial		8	$	506		18	$	1,626
Commercial real estate - owner occupied		2		464		4		578
Commercial real estate - investor		1		405		5		1,992
Real estate construction		1		118		2		158
Home equity		4		147		12		699
Residential mortgage		8		1,150		15		2,385
Total		24	$	2,790		56	$	7,438

All loans modified in a troubled debt restructuring are evaluated for impairment. The nature and extent of the impairment of restructured loans, including those which have experienced a subsequent payment default, is considered in the determination of an appropriate level of the allowance for loan losses.

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NOTE 7: Goodwill and Other Intangible Assets

Goodwill: Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment testing process is conducted by assigning net assets and goodwill to each reporting unit. An initial qualitative evaluation is made to assess the likelihood of impairment and determine whether further quantitative testing to calculate the fair value is necessary. When the qualitative evaluation indicates that impairment is more likely than not, quantitative testing is required whereby the fair value of each reporting unit is calculated and compared to the recorded book value, “step one.” If the calculated fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and “step two” is not considered necessary. If the carrying value of a reporting unit exceeds its calculated fair value, the impairment test continues (“step two”) by comparing the carrying value of the reporting unit’s goodwill to the implied fair value of goodwill. The implied fair value is computed by adjusting all assets and liabilities of the reporting unit to current fair value with the offset adjustment to goodwill. The adjusted goodwill balance is the implied fair value of the goodwill. An impairment charge is recognized if the carrying value of goodwill exceeds the implied fair value of goodwill.

The Corporation conducted its annual impairment testing in May 2014, utilizing a qualitative assessment. Factors that management considered in this assessment included macroeconomic conditions, industry and market considerations, overall financial performance of the Corporation and each reporting unit (both current and projected), changes in management strategy, and changes in the composition or carrying amount of net assets. In addition, management considered the increases in both the Corporation’s common stock price and in the overall bank common stock index (based on the NASDAQ bank index), as well as the Corporation’s earnings per common share trend over the past year. Based on these assessments, management concluded that the 2014 annual qualitative impairment assessment indicated that it is more likely than not that the estimated fair value exceeded the carrying value (including goodwill) for each reporting unit. Therefore, a step one quantitative analysis was not required. There were no impairment charges recorded in 2013 or through September 30, 2014.

At September 30, 2014, the Corporation had goodwill of $929 million. There was no change in the carrying amount of goodwill for the nine months ended September 30, 2014, and the year ended December 31, 2013.

Other Intangible Assets: The Corporation has other intangible assets that are amortized, consisting of core deposit intangibles, other intangibles (primarily related to customer relationships acquired in connection with the Corporation’s insurance agency acquisitions), and mortgage servicing rights. For core deposit intangibles and other intangibles, changes in the gross carrying amount, accumulated amortization, and net book value were as follows.

	Nine Months Ended September 30, 2014			Year Ended December 31, 2013
	($ in Thousands)
Core deposit intangibles:
Gross carrying amount	$	36,230		$	36,230
Accumulated amortization		(33,878	)		(31,565	)
Net book value	$	2,352		$	4,665
Amortization during the period	$	2,313		$	3,122
Other intangibles:
Gross carrying amount	$	19,283		$	19,283
Accumulated amortization		(13,423	)		(12,764	)
Net book value	$	5,860		$	6,519
Amortization during the period	$	659		$	921

The Corporation sells residential mortgage loans in the secondary market and typically retains the right to service the loans sold. Upon sale, a mortgage servicing rights asset is capitalized, which represents the then current fair value of future net cash flows expected to be realized for performing servicing activities. Mortgage servicing rights, when purchased, are initially recorded at fair value. As the Corporation has not elected to subsequently measure any class of servicing assets under the fair value measurement method, the Corporation follows the amortization method. Mortgage servicing rights are amortized in proportion to and over the

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period of estimated net servicing income, and assessed for impairment at each reporting date. Mortgage servicing rights are carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value, and are included in other intangible assets, net, in the consolidated balance sheets.

The Corporation periodically evaluates its mortgage servicing rights asset for impairment. Impairment is assessed based on 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. A valuation allowance is established, through a charge to earnings, to the extent the amortized cost of the mortgage servicing rights exceeds the estimated fair value by stratification. If it is later determined that all or a portion of the temporary impairment no longer exists for a stratification, the valuation is reduced through a recovery to earnings. An other-than-temporary impairment (i.e., recoverability is considered remote when considering interest rates and loan pay off activity) is recognized as a write-down of the mortgage servicing rights asset and the related valuation allowance (to the extent a valuation allowance is available) and then against earnings. A direct write-down permanently reduces the carrying value of the mortgage servicing rights asset and valuation allowance, precluding subsequent recoveries. See Note 12 for a discussion of the recourse provisions on sold residential mortgage loans. See Note 13 which further discusses fair value measurement relative to the mortgage servicing rights asset.

A summary of changes in the balance of the mortgage servicing rights asset and the mortgage servicing rights valuation allowance was as follows.

	Nine Months Ended September 30, 2014			Year Ended December 31, 2013
	($ in Thousands)
Mortgage servicing rights:
Mortgage servicing rights at beginning of period	$	64,193		$	61,425
Additions		5,844			18,256
Amortization		(8,224	)		(15,488	)
Mortgage servicing rights at end of period	$	61,813		$	64,193
Valuation allowance at beginning of period		(913	)		(15,476	)
Recoveries, net		89			14,563
Valuation allowance at end of period		(824	)		(913	)
Mortgage servicing rights, net	$	60,989		$	63,280
Fair value of mortgage servicing rights	$	69,940		$	74,444
Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)		8,012,000			8,084,000
Mortgage servicing rights, net to servicing portfolio		0.76	%		0.78	%
Mortgage servicing rights expense (1)	$	8,135		$	925

(1) Includes the amortization of mortgage servicing rights and additions/recoveries to the valuation allowance of mortgage servicing rights, and is a component of mortgage banking, net, in the consolidated statements of income.

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The following table shows the estimated future amortization expense for amortizing intangible assets. The projections of amortization expense are based on existing asset balances, the current interest rate environment, and prepayment speeds as of September 30, 2014. The actual amortization expense the Corporation recognizes in any given period may be significantly different depending upon acquisition or sale activities, changes in interest rates, prepayment speeds, market conditions, regulatory requirements, and events or circumstances that indicate the carrying amount of an asset may not be recoverable.

Estimated amortization expense:	Core Deposit Intangibles		Other Intangibles		Mortgage Servicing Rights
	($ in Thousands)
Three months ending December 31, 2014	$	555	$	220	$	2,773
Year ending December 31, 2015		1,404		839		9,760
Year ending December 31, 2016		281		803		8,084
Year ending December 31, 2017		112		770		6,727
Year ending December 31, 2018		—		740		5,621
Year ending December 31, 2019		—		441		4,721
Beyond 2019		—		2,047		24,127
Total Estimated Amortization Expense	$	2,352	$	5,860	$	61,813

NOTE 8: Short and Long-Term Funding

The components of short-term funding (funding with original contractual maturities of one year or less) and long-term funding (funding with original contractual maturities greater than one year) were as follows.

	September 30, 2014		December 31, 2013
	($ in Thousands)
Short-Term Funding
Federal funds purchased	$	272,190	$	56,195
Securities sold under agreements to repurchase		493,451		419,247
Federal funds purchased and securities sold under agreements to repurchase		765,641		475,442
FHLB advances		605,000		200,000
Commercial paper		59,539		65,484
Other short-term funding		664,539		265,484
Total short-term funding	$	1,430,180	$	740,926
Long-Term Funding
FHLB advances	$	2,500,268	$	2,500,297
Senior notes, at par		430,000		585,000
Other long-term funding and capitalized costs		1,279		1,970
Total long-term funding	$	2,931,547	$	3,087,267
Total short and long-term funding	$	4,361,727	$	3,828,193

Short-term funding:

The FHLB advances included in short-term funding are those with original contractual maturities of one year or less. The securities sold under agreements to repurchase represent short-term funding which is collateralized by securities of the U.S. Government or its agencies.

Long-term funding:

FHLB Advances: Long-term FHLB advances had a weighted-average interest rate of 0.10% for both September 30, 2014 and December 31, 2013. During the fourth quarter of 2013, the Corporation executed $2.5 billion of five year, variable rate FHLB advances that can be repaid, at our option, without penalty. The FHLB advances are indexed to the FHLB discount note and reprice at varying intervals, including $1.0 billion repricing at four week intervals, $750 million repricing at 13 week intervals, and $750 million repricing daily. The advances offer flexible, low cost, long-term funding that improves the Corporation’s liquidity profile.

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2011 Senior Notes: In March 2011, the Corporation issued $300 million of senior notes due March 2016, and callable February 2016, with a 5.125% fixed coupon at a discount. In September 2011, the Corporation “re-opened” the offering and issued an additional $130 million of the same notes at a premium. The Corporation intends to refinance the 2011 Senior Notes prior to their maturity.

2012 Senior Notes: In September 2012, the Corporation issued $155 million of senior notes, due March 2014, and callable February 2014, at a discount. These notes were called and redeemed in February 2014.

NOTE 9: Income Taxes

The Corporation recognized income tax expense of $67 million for the first nine months of 2014, compared to income tax expense of $65 million for the comparable period in 2013. The effective tax rate was 32.02% for the first nine months of 2014, compared to an effective tax rate of 31.68% for the first nine months of 2013.

NOTE 10: Derivative and Hedging Activities

The Corporation facilitates customer borrowing activity by providing various interest rate risk management solutions through its capital markets area. To date, all of the notional amounts of customer transactions have been matched with a mirror swap with another counterparty. The Corporation has used, and may again use in the future, derivative instruments to hedge the variability in interest payments or protect the value of certain assets and liabilities recorded on its consolidated balance sheet from changes in interest rates. The predominant derivative and hedging activities include interest rate-related instruments (swaps and caps), foreign currency exchange forwards, written options, purchased options, and certain mortgage banking activities. The contract or notional amount of a derivative is used to determine, along with the other terms of the derivative, the amounts to be exchanged between the counterparties. The Corporation is exposed to credit risk in the event of nonperformance by counterparties to financial instruments. To mitigate the counterparty risk, interest rate-related instruments generally contain language outlining collateral pledging requirements for each counterparty. Collateral must be posted when the market value exceeds certain threshold limits which are determined from the credit ratings of each counterparty. The Corporation was required to pledge $11 million of investment securities as collateral at September 30, 2014, and pledged $42 million of investment securities as collateral at December 31, 2013. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, as of June 10, 2013, the Corporation must clear all LIBOR interest rate swaps through a clearing house if it can be cleared. As such, the Corporation is required to pledge cash collateral for the margin. At September 30, 2014, the Corporation posted cash collateral for the margin of $10 million, compared to $6 million at December 31, 2013.

The Corporation’s derivative and hedging instruments are recorded at fair value on the consolidated balance sheets. The fair value of the Corporation’s interest rate-related instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative and also includes a nonperformance / credit risk component (credit valuation adjustment). See Note 13 for additional fair value information and disclosures.

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The table below identifies the balance sheet category and fair values of the Corporation’s derivative instruments not designated as hedging instruments.

							Weighted Average
($ in Thousands)	Notional Amount		Fair Value			Balance Sheet Category	Receive Rate(1)			Pay Rate(1)			Maturity
September 30, 2014
Interest rate-related instruments — customer and mirror	$	1,665,024	$	31,862		Trading assets		1.62	%		1.62	%		41 months
Interest rate-related instruments — customer and mirror		1,665,024		(34,071	)	Trading liabilities		1.62	%		1.62	%		41 months
Interest rate lock commitments (mortgage)		145,037		1,440		Other assets		—			—			—
Forward commitments (mortgage)		247,000		(623	)	Other liabilities		—			—			—
Foreign currency exchange forwards		69,737		2,143		Trading assets		—			—			—
Foreign currency exchange forwards		65,277		(1,932	)	Trading liabilities		—			—			—
Purchased options (time deposit)		111,163		6,943		Other assets		—			—			—
Written options (time deposit)		111,163		(6,943	)	Other liabilities		—			—			—
December 31, 2013
Interest rate-related instruments — customer and mirror	$	1,821,787	$	42,980		Trading assets		1.63	%		1.63	%		45 months
Interest rate-related instruments — customer and mirror		1,821,787		(45,815	)	Trading liabilities		1.63	%		1.63	%		45 months
Interest rate lock commitments (mortgage)		102,225		416		Other assets		—			—			—
Forward commitments (mortgage)		135,000		1,301		Other assets		—			—			—
Foreign currency exchange forwards		25,747		748		Trading assets		—			—			—
Foreign currency exchange forwards		24,413		(655	)	Trading liabilities		—			—			—
Purchased options (time deposit)		115,953		7,328		Other assets		—			—			—
Written options (time deposit)		115,953		(7,328	)	Other liabilities		—			—			—

(1) Reflects the weighted average receive rate and pay rate for the interest rate swap derivative financial instruments only.

The table below identifies the income statement category of the gains and losses recognized in income on the Corporation’s derivative instruments not designated as hedging instruments.

	Income Statement Category of Gain /(Loss) Recognized in Income	Gain /(Loss) Recognized in Income
		($ in Thousands)
Nine Months Ended September 30, 2014
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	626
Interest rate lock commitments (mortgage)	Mortgage banking, net		1,024
Forward commitments (mortgage)	Mortgage banking, net		(1,924	)
Foreign currency exchange forwards	Capital market fees, net		118
Nine Months Ended September 30, 2013
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	2,600
Interest rate lock commitments (mortgage)	Mortgage banking, net		(4,234	)
Forward commitments (mortgage)	Mortgage banking, net		(4,406	)
Foreign currency exchange forwards	Capital market fees, net		4

Free standing derivatives

The Corporation enters into various derivative contracts which are designated as free standing derivative contracts. These derivative contracts are not designated against specific assets and liabilities on the balance sheet or forecasted transactions and, therefore, do not qualify for hedge accounting treatment. Such derivative contracts are carried at fair value on the consolidated balance sheet with changes in the fair value recorded as a component of Capital market fees, net, and typically include interest rate-related instruments (swaps and caps).

Free standing derivative products are entered into primarily for the benefit of commercial customers seeking to manage their exposures to interest rate risk. The Corporation’s market risk from unfavorable movements in interest rates related to these derivative contracts is generally economically hedged by concurrently entering into offsetting derivative contracts. The offsetting derivative contracts have identical notional values, terms and indices.

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Mortgage derivatives

Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans are considered derivative instruments, and the fair value of these commitments is recorded on the consolidated balance sheets with the changes in fair value recorded as a component of mortgage banking, net.

Foreign currency derivatives

The Corporation provides foreign exchange services to customers. The Corporation may enter into a foreign currency forward to mitigate the exchange rate risk attached to the cash flows of a loan or as an offsetting contract to a forward entered into as a service to our customer.

Written and purchased option derivatives (time deposit)

The Corporation has periodically entered into written and purchased option derivative instruments to facilitate an equity linked time deposit product (the “Power CD”). During September 2013, the Corporation terminated its Power CD product. The Power CD was a time deposit that provided the purchaser a guaranteed return of principal at maturity plus a potential equity return (a written option), while the Corporation received a known stream of funds based on the equity return (a purchased option). The written and purchased options are mirror derivative instruments which are carried at fair value on the consolidated balance sheets.

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NOTE 11: Balance Sheet Offsetting

Interest Rate-Related Instruments (“Interest Agreements”)

The Corporation enters into interest rate-related instruments to facilitate the interest rate risk management strategies of commercial customers. The Corporation mitigates this risk by entering into equal and offsetting interest rate-related instruments with highly rated third party financial institutions. The interest agreements are free-standing derivatives and are recorded at fair value in the Corporation’s consolidated balance sheet. The Corporation is party to master netting arrangements with its financial institution counterparties; however, the Corporation does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all interest agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of investment securities and cash, is posted by the counterparty with net liability positions in accordance with contract thresholds. See Note 10 for additional information on the Corporation’s derivative and hedging activities.

Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”)

The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Corporation’s consolidated balance sheet, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts (i.e., there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities). The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an interest payment to the counterparty). In addition, the Corporation does not enter into reverse repurchase agreements; therefore, there is no such offsetting to be done with the repurchase agreements.

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The following table presents the assets and liabilities subject to an enforceable master netting arrangement as of September 30, 2014 and December 31, 2013. The swap agreements we have with our commercial customers are not subject to an enforceable master netting arrangement, and therefore, are excluded from this table.

September 30, 2014	Gross amounts recognized		Gross amounts offset in the balance sheet		Net amounts presented in the balance sheet		Gross amounts not offset
							in the balance sheet
							Financial instruments			Collateral			Net amount
	($ in Thousands)
Derivative assets:
Interest rate-related instruments	$	1,406	$	—	$	1,406	$	(1,406	)	$	—		$	—
Derivative liabilities:
Interest rate-related instruments	$	31,898	$	—	$	31,898	$	(1,406	)	$	(21,149	)	$	9,343
December 31, 2013
Derivative assets:
Interest rate-related instruments	$	3,084	$	—	$	3,084	$	(3,082	)	$	—		$	2
Derivative liabilities:
Interest rate-related instruments	$	41,786	$	—	$	41,786	$	(3,082	)	$	(33,405	)	$	5,299

NOTE 12: Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities

The Corporation utilizes a variety of financial instruments in the normal course of business to meet the financial needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments include lending-related and other commitments (see below) and derivative instruments (see Note 10). During the second quarter of 2014, the Corporation reclassified certain letters of credit from commercial letters of credit to standby letters of credit. The letters of credit balances for December 31, 2013, have also been adjusted to reflect this change in classification. The following is a summary of lending-related commitments.

	September 30, 2014		December 31, 2013
	($ in Thousands)
Commitments to extend credit, excluding commitments to originate residential mortgage loans held for sale(1)(2)	$	6,703,718	$	6,367,771
Commercial letters of credit (1)		8,705		12,034
Standby letters of credit (3)		352,445		370,773

(1) These off-balance sheet financial instruments are exercisable at the market rate prevailing at the date the underlying transaction will be completed and, thus, are deemed to have no current fair value, or the fair value is based on fees currently charged to enter into similar agreements and is not material at September 30, 2014 or December 31, 2013.

(2) Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 10.

(3) The Corporation has established a liability of $4 million at both September 30, 2014 and December 31, 2013, as an estimate of the fair value of these financial instruments.

Lending-related Commitments

As a financial services provider, the Corporation routinely enters into commitments to extend credit. Such commitments are subject to the same credit policies and approval process accorded to loans made by the Corporation, with each customer’s creditworthiness evaluated on a case-by-case basis. The commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to these financial instruments is represented by the contractual amount of those instruments. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management’s credit evaluation of the customer. Since a significant portion of commitments to extend credit are subject to specific restrictive loan covenants or may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. An allowance for unfunded

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commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded commitments (including unfunded loan commitments and letters of credit). For September 30, 2014 and December 31, 2013, the Corporation had an allowance for unfunded commitments totaling $24 million and $22 million, respectively, included in accrued expenses and other liabilities on the consolidated balance sheets. See Note 6 for additional information on the allowance for unfunded commitments.

Lending-related commitments include commitments to extend credit, commitments to originate residential mortgage loans held for sale, commercial letters of credit, and standby letters of credit. Commitments to extend credit are legally binding agreements to lend to customers at predetermined interest rates, as long as there is no violation of any condition established in the contracts. Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans are considered derivative instruments, and the fair value of these commitments is recorded on the consolidated balance sheets. The Corporation’s derivative and hedging activity is further described in Note 10. Commercial and standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party, while standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party.

Other Commitments

The Corporation has principal investment commitments to provide capital-based financing to private and public companies through either direct investments in specific companies or through investment funds and partnerships. The timing of future cash requirements to fund such commitments is generally dependent on the investment cycle, whereby privately held companies are funded by private equity investors and ultimately sold, merged, or taken public through an initial offering, which can vary based on overall market conditions, as well as the nature and type of industry in which the companies operate. The Corporation also invests in low-income housing, small-business commercial real estate, new market tax credit projects, and historic tax credit projects to promote the revitalization of low-to-moderate-income neighborhoods throughout the local communities of its bank subsidiary. As a limited partner in these unconsolidated projects, the Corporation is allocated tax credits and deductions associated with the underlying projects. The aggregate carrying value of these investments at September 30, 2014 was $28 million, included in other assets on the consolidated balance sheets, compared to $33 million at December 31, 2013. Related to these investments, the Corporation had remaining commitments to fund of $15 million at September 30, 2014 and $16 million at December 31, 2013.

Contingent Liabilities

The Corporation is party to various pending and threatened claims and legal proceedings arising in the normal course of business activities, some of which involve claims for substantial amounts. Although there can be no assurance as to the ultimate outcomes, the Corporation believes it has meritorious defenses to the claims asserted against it in its currently outstanding matters, including the matters described below, and with respect to such legal proceedings, intends to continue to defend itself vigorously. The Corporation will consider settlement of cases when, in management’s judgment, it is in the best interests of both the Corporation and its shareholders.

On at least a quarterly basis, the Corporation assesses its liabilities and contingencies in connection with all pending or threatened claims and litigation, utilizing the most recent information available. On a matter by matter basis, an accrual for loss is established for those matters which the Corporation believes it is probable that a loss may be incurred and that the amount of such loss can be reasonably estimated. Once established, each accrual is adjusted as appropriate to reflect any subsequent developments. Accordingly, management’s estimate will change from time to time, and actual losses may be more or less than the current estimate. For matters where a loss is not probable, or the amount of the loss cannot be estimated, no accrual is established.

Resolution of legal claims is inherently unpredictable, and in many legal proceedings various factors exacerbate this inherent unpredictability, including where the damages sought are unsubstantiated or indeterminate, it is unclear whether a case brought as a class action will be allowed to proceed on that basis, discovery is not complete, the proceeding is not yet in its final stages, the matters present legal uncertainties, there are significant facts in dispute, there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants), or there is a wide range of potential results.

A lawsuit, R.J. ZAYED v. Associated Bank, N.A., was filed in the United States District Court for the District of Minnesota on January 29, 2013. The lawsuit relates to a Ponzi scheme perpetrated by Oxford Global Partners and related entities (“Oxford”) and individuals and was brought by the receiver for Oxford. Oxford was a depository customer of Associated Bank, N.A. (the “Bank”). The lawsuit claims that the Bank is liable for failing to uncover the Oxford Ponzi scheme, and specifically alleges the Bank aided and abetted (1) the fraudulent scheme; (2) a breach of fiduciary duty; (3) conversion; and (4) false representations and omissions. The lawsuit seeks

37

unspecified consequential and punitive damages. The District Court granted the Bank’s motion to dismiss the complaint on September 30, 2013, and the plaintiff has appealed such dismissal to the U.S. Court of Appeals for the Eighth Circuit. It is not possible for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss at this time. A lawsuit by investors in the same Ponzi scheme, Herman Grad, et al v. Associated Bank, N.A., brought in Brown County, Wisconsin in October 2009 was dismissed by the circuit court, and the dismissal was affirmed by the Wisconsin Court of Appeals in June 2011 in an unpublished opinion.

A purported class action lawsuit, Wanda Boone v. Associated Banc-Corp, was filed on April 10, 2014 in the United States District Court for the Eastern District of Wisconsin. The lawsuit claimed that loan coordinators employed by the Bank were not compensated for all hours worked, including the payment of overtime, in violation of the Fair Labor Standards Act of 1938 and Wisconsin wage laws. On July 30, 2014, the case was dismissed with prejudice. As part of the resolution of this matter, the Corporation made an immaterial payment to the plaintiff.

The Office of the Comptroller of the Currency (OCC) and the Department of Housing and Urban Development (HUD) are examining the Bank’s compliance with fair housing laws, particularly from the period 2008-2011. The Corporation believes it has been in compliance in all material respects with all applicable laws and regulations related to fair housing. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to such examinations by the OCC and HUD.

During the last year, the Corporation has reviewed a variety of legacy products provided by third parties, including debt protection and identity protection products. In connection with this review, the Corporation has made, and plans to make, remediation payments to affected customers and former customers. See Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections “Noninterest Income,” “Comparable Third Quarter Results,” and “Sequential Quarter Results,” for additional information. These types of products have recently received increased regulatory scrutiny, and it is possible that regulatory authorities could bring enforcement actions, including civil money penalties, or take other actions against the Corporation in regard to these legacy products. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to this matter.

The Corporation sells residential mortgage loans to investors in the normal course of business. Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages originated under our usual underwriting procedures, and are most often sold on a nonrecourse basis, primarily to the government-sponsored enterprises (“GSEs”). The Corporation’s agreements to sell residential mortgage loans in the normal course of business usually require certain representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability. Subsequent to being sold, if a material underwriting deficiency or documentation defect is discovered, the Corporation may be obligated to repurchase the loan or reimburse the GSEs for losses incurred (collectively, “make whole requests”). The make whole requests and any related risk of loss under the representations and warranties are largely driven by borrower performance.

As a result of make whole requests, the Corporation has repurchased loans with principal balances of $4 million and $3 million during the nine months ended September 30, 2014 and the year ended December 31, 2013, respectively, and paid loss reimbursement claims of $500,000 and $3 million during the nine months ended September 30, 2014 and the year ended December 31, 2013, respectively. The Corporation had a mortgage repurchase reserve for potential claims on loans previously sold of $3 million at September 30, 2014, compared to $6 million at December 31, 2013. Make whole requests during 2013 and the first nine months of 2014 generally arose from loans sold during the period January 1, 2006 to September 30, 2014, which totaled $18.4 billion at the time of sale, and consisted primarily of loans sold to GSEs. As of September 30, 2014, approximately $7.6 billion of these sold loans remain outstanding.

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The balance in the mortgage repurchase reserve at the balance sheet date reflects the estimated amount of potential loss the Corporation could incur from repurchasing a loan, as well as loss reimbursements, indemnifications, and other settlement resolutions. The following summarizes the changes in the mortgage repurchase reserve.

	For the Nine Months Ended September 30, 2014			For the Year Ended December 31, 2013
	($ in Thousands)
Balance at beginning of period	$	5,700		$	3,300
Repurchase provision (recovery) expense		(1,883	)		5,909
Charge offs		(417	)		(3,509	)
Balance at end of period	$	3,400		$	5,700

The Corporation may also sell residential mortgage loans with limited recourse (limited in that the recourse period ends prior to the loan’s maturity, usually after certain time and / or loan paydown criteria have been met), whereby repurchase could be required if the loan had defined delinquency issues during the limited recourse periods. At September 30, 2014, and December 31, 2013, there were approximately $44 million and $56 million, respectively, of residential mortgage loans sold with such recourse risk. There have been limited instances and immaterial historical losses on repurchases for recourse under the limited recourse criteria.

The Corporation has a subordinate position to the FHLB in the credit risk on residential mortgage loans it sold to the FHLB in exchange for a monthly credit enhancement fee. The Corporation has not sold loans to the FHLB with such credit risk retention since February 2005. At September 30, 2014 and December 31, 2013, there were $190 million and $233 million, respectively, of such residential mortgage loans with credit risk recourse, upon which there have been negligible historical losses to the Corporation.

NOTE 13: Fair Value Measurements

Fair value represents the estimated price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (i.e., an exit price concept). As there is no active market for many of the Corporation’s financial instruments, estimates are made using discounted cash flow or other valuation techniques. Inputs into the valuation methods are subjective in nature, involve uncertainties, and require significant judgment and therefore cannot be determined with precision. Accordingly, the derived fair value estimates presented herein are not necessarily indicative of the amounts the Corporation could realize in a current market exchange. Assets and liabilities are categorized into three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy in which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Corporation’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Below is a brief description of each fair value level.

Level 1 inputs	Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Corporation has the ability to access.
Level 2 inputs	Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.
Level 3 inputs	Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

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Following is a description of the valuation methodologies used for the Corporation’s more significant instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

Investment securities available for sale: Where quoted prices are available in an active market, investment securities are classified in Level 1 of the fair value hierarchy. Level 1 investment securities primarily include U.S. Treasury, certain Federal agency, and exchange-traded debt and equity securities. If quoted market prices are not available for the specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate, and are classified in Level 2 of the fair value hierarchy. Examples of these investment securities include certain Federal agency securities, obligations of state and political subdivisions (municipal securities), mortgage-related securities, asset-backed securities, and other debt securities. Lastly, in certain cases where there is limited activity or less transparency around inputs to the estimated fair value, securities are classified within Level 3 of the fair value hierarchy. Level 3 securities primarily include pooled trust preferred and other debt securities. To validate the fair value estimates, assumptions, and controls, the Corporation looks to transactions for similar instruments and utilizes independent pricing provided by third party vendors or brokers and relevant market indices. While none of these sources are solely indicative of fair value, they serve as directional indicators for the appropriateness of the Corporation’s fair value estimates. The Corporation has determined that the fair value measures of its investment securities are classified predominantly within Level 1 or 2 of the fair value hierarchy. See Note 5 for additional disclosure regarding the Corporation’s investment securities.

Derivative financial instruments (interest rate-related instruments): The Corporation has used, and may again use in the future, interest rate swaps to manage its interest rate risk. In addition, the Corporation offers customer interest rate-related instruments (swaps and caps) to service our customers’ needs, for which the Corporation simultaneously enters into offsetting derivative financial instruments (i.e., mirror interest rate-related instruments) with third parties to manage its interest rate risk associated with these financial instruments. The valuation of the Corporation’s derivative financial instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative and, also includes a nonperformance / credit risk component (credit valuation adjustment). See Note 10 for additional disclosure regarding the Corporation’s derivative financial instruments.

The discounted cash flow analysis component in the fair value measurement reflects the contractual terms of the derivative financial instruments, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. More specifically, the fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments), with the variable cash payments (or receipts) based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Likewise, the fair values of interest rate options (i.e., interest rate caps) are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fall below (or rise above) the strike rate of the floors (or caps), with the variable interest rates used in the calculation of projected receipts on the floor (or cap) based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative financial instruments for the effect of nonperformance risk, the Corporation has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. In conjunction with the FASB’s fair value measurement guidance, the Corporation made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

While the Corporation has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions as of September 30, 2014, and December 31, 2013, and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. Therefore, the Corporation has determined that the fair value measures of its derivative financial instruments in their entirety are classified within Level 2 of the fair value hierarchy.

Derivative financial instruments (foreign currency exchange forwards): The Corporation provides foreign currency exchange services to customers. In addition, the Corporation may enter into a foreign currency exchange forward to mitigate the exchange rate risk attached to the cash flows of a loan or as an offsetting contract to a forward entered into as a service to our customer. The valuation of the Corporation’s foreign currency exchange forwards is determined using quoted prices of foreign currency exchange forwards with similar characteristics, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate, and are classified in Level 2 of the fair value hierarchy. See Note 10 for additional disclosures regarding the Corporation’s foreign currency exchange forwards.

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Derivative financial instruments (mortgage derivatives): Mortgage derivatives include interest rate lock commitments to originate residential mortgage loans held for sale to individual customers and forward commitments to sell residential mortgage loans to various investors. The Corporation relies on an internal valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale, which includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment groups.

The Corporation also relies on an internal valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Corporation would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing available. While there are Level 2 and 3 inputs used in the valuation models, the Corporation has determined that the majority of the inputs significant in the valuation of both of the mortgage derivatives fall within Level 3 of the fair value hierarchy. See Note 10 for additional disclosure regarding the Corporation’s mortgage derivatives.

Following is a description of the valuation methodologies used for the Corporation’s more significant instruments measured on a nonrecurring basis at the lower of amortized cost or estimated fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

Loans Held for Sale: Loans held for sale, which consist generally of current production of certain fixed-rate, first-lien residential mortgage loans, are carried at the lower of cost or estimated fair value. The estimated fair value was based on what secondary markets are currently offering for portfolios with similar characteristics, which the Corporation classifies as a Level 2 nonrecurring fair value measurement.

Impaired Loans: The Corporation considers a loan impaired when it is probable that the Corporation will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that commercial and consumer loan relationships that have nonaccrual status or have had their terms restructured in a troubled debt restructuring meet this impaired loan definition. For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate, the estimated fair value of the underlying collateral for collateral-dependent loans, or the estimated liquidity of the note. See Note 6 for additional information regarding the Corporation’s impaired loans.

Mortgage servicing rights: Mortgage servicing rights do not trade in an active, open market with readily observable prices. While sales of mortgage servicing rights do occur, the precise terms and conditions typically are not readily available to allow for a “quoted price for similar assets” comparison. Accordingly, the Corporation utilizes an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of its mortgage servicing rights. The valuation model incorporates prepayment assumptions to project mortgage servicing rights cash flows based on the current interest rate scenario, which is then discounted to estimate an expected fair value of the mortgage servicing rights. The valuation model considers portfolio characteristics of the underlying mortgages, contractually specified servicing fees, prepayment assumptions, discount rate assumptions, delinquency rates, late charges, other ancillary revenue, costs to service, and other economic factors. The Corporation periodically reviews and assesses the underlying inputs and assumptions used in the model. In addition, the Corporation compares its fair value estimates and assumptions to observable market data for mortgage servicing rights, where available, and to recent market activity and actual portfolio experience. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the fair value hierarchy. The Corporation uses the amortization method (i.e., lower of amortized cost or estimated fair value measured on a nonrecurring basis), not fair value measurement accounting, for its mortgage servicing rights assets. See Note 7 for additional disclosure regarding the Corporation’s mortgage servicing rights.

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The table below presents the Corporation’s investment securities available for sale and derivative financial instruments measured at fair value on a recurring basis as of September 30, 2014 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall.

Assets and Liabilities Measured at Fair Value on a Recurring Basis
			Fair Value Measurements Using
	September 30, 2014		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Investment securities available for sale:
U.S. Treasury securities	$	996	$	996	$	—	$	—
Obligations of state and political subdivisions (municipal securities)		614,436		—		614,436		—
Residential mortgage-related securities:
Government-sponsored enterprise (GSE)		3,741,040		—		3,741,040		—
Private-label		2,482		—		2,482		—
GNMA commercial mortgage-related securities		980,602		—		980,602		—
Other securities (debt and equity)		5,866		2,666		3,000		200
Total investment securities available for sale	$	5,345,422	$	3,662	$	5,341,560	$	200
Derivatives (trading and other assets)	$	42,388	$	—	$	40,948	$	1,440
Liabilities:
Derivatives (trading and other liabilities)	$	43,569	$	—	$	42,946	$	623
			Fair Value Measurements Using
	December 31, 2013		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Investment securities available for sale:
U.S. Treasury securities	$	1,002	$	1,002	$	—	$	—
Obligations of state and political subdivisions (municipal securities)		676,080		—		676,080		—
Residential mortgage-related securities:
Government-sponsored enterprise (GSE)		3,838,430		—		3,838,430		—
Private-label		3,014		—		3,014		—
GNMA commercial mortgage-related securities		647,477		—		647,477		—
Asset-backed securities		23,059		—		23,059		—
Other securities (debt and equity)		61,523		3,238		57,986		299
Total investment securities available for sale	$	5,250,585	$	4,240	$	5,246,046	$	299
Derivatives (trading and other assets)	$	52,773	$	—	$	51,056	$	1,717
Liabilities:
Derivatives (trading and other liabilities)	$	53,798	$	—	$	53,798	$	—

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The table below presents a rollforward of the balance sheet amounts for the year ended December 31, 2013 and the nine months ended September 30, 2014, for financial instruments measured on a recurring basis and classified within Level 3 of the fair value hierarchy.

Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)
	Investment Securities Available for Sale			Derivative Financial Instruments
($ in Thousands)
Balance December 31, 2012	$	480		$	7,647
Total net losses included in income:
Mortgage derivative loss		—			(5,930	)
Total net losses included in other comprehensive income:
Unrealized investment securities loss		(70	)		—
Sales of investment securities		(111	)		—
Balance December 31, 2013	$	299		$	1,717
Total net losses included in income:
Mortgage derivative loss		—			(900	)
Sales of investment securities		(99	)		—
Balance September 30, 2014	$	200		$	817

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of September 30, 2014, the Corporation utilized the following valuation techniques and significant unobservable inputs.

Derivative financial instruments (mortgage derivative – interest rate lock commitments to originate residential mortgage loans held for sale): The significant unobservable input used in the fair value measurement of the Corporation’s mortgage derivative interest rate lock commitments (“IRLC”) is the closing ratio, which represents the percentage of loans currently in a lock position which management estimates will ultimately close. The closing ratio calculation takes into consideration historical data and loan-level data, (particularly the change in the current interest rates from the time of initial rate lock). The closing ratio is periodically reviewed for reasonableness and reported to the Mortgage Risk Management Committee. At September 30, 2014, the closing ratio was 88%.

Impaired loans: For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate, the estimated fair value of the underlying collateral for collateral-dependent loans, or the estimated liquidity of the note, resulting in average discounts of 20% to 30%.

Mortgage servicing rights: The discounted cash flow analyses that generate expected market prices utilize the observable characteristics of the mortgage servicing rights portfolio, as well as certain unobservable valuation parameters. The significant unobservable inputs used in the fair value measurement of the Corporation’s mortgage servicing rights are the weighted average constant prepayment rate and weighted average discount rate, which were 13.4% and 10.1% at September 30, 2014, respectively. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement.

These parameter assumptions fall within a range that the Corporation, in consultation with an independent third party, believes purchasers of servicing would apply to such portfolios sold into the current secondary servicing market. Discussions are held with members from Treasury and Consumer Banking to reconcile the fair value estimates and the key assumptions used by the respective parties in arriving at those estimates. The Associated Mortgage Group Risk Committee is responsible for providing control over the valuation methodology and key assumptions. To assess the reasonableness of the fair value measurement, the Corporation also compares the fair value and constant prepayment rate to a value calculated by an independent third party on an annual basis.

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The table below presents the Corporation’s loans held for sale, impaired loans, and mortgage servicing rights measured at fair value on a nonrecurring basis as of September 30, 2014 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
			Fair Value Measurements Using
	September 30, 2014		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Loans held for sale	$	142,097	$	—	$	142,097	$	—
Impaired loans (1)		83,771		—		—		83,771
Mortgage servicing rights		69,940		—		—		69,940
			Fair Value Measurements Using
	December 31, 2013		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Loans held for sale	$	64,738	$	—	$	64,738	$	—
Impaired loans (1)		88,049		—		—		88,049
Mortgage servicing rights		74,444		—		—		74,444

(1) Represents individually evaluated impaired loans, net of the related allowance for loan losses.

Certain nonfinancial assets measured at fair value on a nonrecurring basis include other real estate owned (upon initial recognition or subsequent impairment), nonfinancial assets and nonfinancial liabilities measured at fair value in the second step of a goodwill impairment test, and intangible assets and other nonfinancial long-lived assets measured at fair value for impairment assessment.

During the first nine months of 2014 and the full year 2013, certain other real estate owned, upon initial recognition, was re-measured and reported at fair value through a charge off to the allowance for loan losses based upon the estimated fair value of the other real estate owned, less estimated selling costs. The fair value of other real estate owned, upon initial recognition or subsequent impairment, was estimated using appraised values, which the Corporation classifies as a Level 2 nonrecurring fair value measurement. Other real estate owned measured at fair value upon initial recognition totaled approximately $19 million for the first nine months of 2014 and $29 million for the year ended December 31, 2013. In addition to other real estate owned measured at fair value upon initial recognition, the Corporation also recorded write-downs to the balance of other real estate owned for subsequent impairment of $2 million and $4 million to asset losses, net for the nine months ended September 30, 2014 and the year ended December 31, 2013, respectively.

Fair Value of Financial Instruments:

The Corporation is required to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Corporation’s financial instruments.

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The estimated fair values of the Corporation’s financial instruments at September 30, 2014 and December 31, 2013, were as follows.

	September 30, 2014
	Carrying Amount		Fair Value		Fair Value Measurements Using
					Level 1		Level 2		Level 3
	($ in Thousands)
Financial assets:
Cash and due from banks	$	381,287	$	381,287	$	381,287	$	—	$	—
Interest-bearing deposits in other financial institutions		74,945		74,945		74,945		—		—
Federal funds sold and securities purchased under agreements to resell		18,320		18,320		18,320		—		—
Investment securities held to maturity		301,941		307,882		—		307,882		—
Investment securities available for sale		5,345,422		5,345,422		3,662		5,341,560		200
FHLB and Federal Reserve Bank stocks		188,875		188,875		—		188,875		—
Loans held for sale		141,672		142,097		—		142,097		—
Loans, net		16,892,828		17,038,692		—		—		17,038,692
Bank owned life insurance		571,422		571,422		—		571,422		—
Accrued interest receivable		69,609		69,609		69,609		—		—
Interest rate-related instruments		31,862		31,862		—		31,862		—
Foreign currency exchange forwards		2,143		2,143		—		2,143		—
Interest rate lock commitments to originate residential mortgage loans held for sale		1,440		1,440		—		—		1,440
Purchased options (time deposit)		6,943		6,943		—		6,943		—
Financial liabilities:
Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits	$	16,687,892	$	16,687,892	$	—	$	—	$	16,687,892
Brokered CDs and other time deposits		1,513,366		1,513,366		—		1,513,366		—
Short-term funding		1,430,180		1,430,180		—		1,430,180		—
Long-term funding		2,931,547		2,922,749		—		2,922,749		—
Accrued interest payable		1,543		1,543		1,543		—		—
Interest rate-related instruments		34,071		34,071		—		34,071		—
Foreign currency exchange forwards		1,932		1,932		—		1,932		—
Standby letters of credit (1)		3,526		3,526		—		3,526		—
Forward commitments to sell residential mortgage loans		623		623		—		—		623
Written options (time deposit)		6,943		6,943		—		6,943		—

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	December 31, 2013
	Carrying Amount		Fair Value		Fair Value Measurements Using
					Level 1		Level 2		Level 3
	($ in Thousands)
Financial assets:
Cash and due from banks	$	455,482	$	455,482	$	455,482	$	—	$	—
Interest-bearing deposits in other financial institutions		126,018		126,018		126,018		—		—
Federal funds sold and securities purchased under agreements to resell		20,745		20,745		20,745		—		—
Investment securities held to maturity		175,210		169,889		—		169,889		—
Investment securities available for sale		5,250,585		5,250,585		4,240		5,246,046		299
FHLB and Federal Reserve Bank stocks		181,249		181,249		—		181,249		—
Loans held for sale		64,738		64,738		—		64,738		—
Loans, net		15,627,946		15,599,094		—		—		15,599,094
Bank owned life insurance		568,413		568,413		—		568,413		—
Accrued interest receivable		66,308		66,308		66,308		—		—
Interest rate-related instruments		42,980		42,980		—		42,980		—
Foreign currency exchange forwards		748		748		—		748		—
Interest rate lock commitments to originate residential mortgage loans held for sale		416		416		—		—		416
Forward commitments to sell residential mortgage loans		1,301		1,301		—		—		1,301
Purchased options (time deposit)		7,328		7,328		—		7,328		—
Financial liabilities:
Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits	$	15,581,971	$	15,581,971	$	—	$	—	$	15,581,971
Brokered CDs and other time deposits		1,685,196		1,687,198		—		1,687,198		—
Short-term funding		740,926		740,926		—		740,926		—
Long-term funding		3,087,267		3,085,893		—		3,085,893		—
Accrued interest payable		7,994		7,994		7,994		—		—
Interest rate-related instruments		45,815		45,815		—		45,815		—
Foreign currency exchange forwards		655		655		—		655		—
Standby letters of credit (1)		3,754		3,754		—		3,754		—
Written options (time deposit)		7,328		7,328		—		7,328		—

(1) The commitment on standby letters of credit was $352 million and $371 million at September 30, 2014 and December 31, 2013, respectively. See Note 12 for additional information on the standby letters of credit and for information on the fair value of lending-related commitments.

Cash and due from banks, interest-bearing deposits in other financial institutions, federal funds sold and securities purchased under agreements to resell, and accrued interest receivable - For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Investment securities (held to maturity and available for sale) - The fair value of investment securities is based on quoted prices in active markets, or if quoted prices are not available for a specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.

FHLB and Federal Reserve Bank stocks – The carrying amount is a reasonable fair value estimate for the Federal Reserve Bank and Federal Home Loan Bank stocks given their “restricted” nature (i.e., the stock can only be sold back to the respective institutions (Federal Home Loan Bank or Federal Reserve Bank) or another member institution at par).

Loans held for sale – The fair value estimation process for the loans held for sale portfolio is segregated by loan type. The estimated fair value was based on what secondary markets are currently offering for portfolios with similar characteristics.

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Loans, net - The fair value estimation process for the loan portfolio uses an exit price concept and reflects discounts the Corporation believes are consistent with liquidity discounts in the market place. Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial and industrial, real estate construction, commercial real estate (owner occupied and investor), lease financing, residential mortgage, home equity, other installment, and credit cards. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for similar maturities. The fair value analysis also included other assumptions to estimate fair value, intended to approximate those a market participant would use in an orderly transaction, with adjustments for discount rates, interest rates, liquidity, and credit spreads, as appropriate.

Bank owned life insurance – The fair value of bank owned life insurance approximates the carrying amount, because upon liquidation of these investments, the Corporation would receive the cash surrender value which equals the carrying amount.

Deposits - The fair value of deposits with no stated maturity such as noninterest-bearing demand deposits, savings, interest-bearing demand deposits, and money market accounts, is equal to the amount payable on demand as of the balance sheet date. The fair value of Brokered CDs and other time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. However, if the estimated fair value of Brokered CDs and other time deposits is less than the carrying value, the carrying value is reported as the fair value.

Accrued interest payable and short-term funding - For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Long-term funding - Rates currently available to the Corporation for debt with similar terms and remaining maturities are used to estimate the fair value of existing long-term funding.

Interest rate-related instruments - The fair value of interest rate-related instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative. The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

Foreign currency exchange forwards – The fair value of the Corporation’s foreign currency exchange forwards is determined using quoted prices of foreign currency exchange forwards with similar characteristics, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate.

Standby letters of credit - The fair value of standby letters of credit represent deferred fees arising from the related off-balance sheet financial instruments. These deferred fees approximate the fair value of these instruments and are based on several factors, including the remaining terms of the agreement and the credit standing of the customer.

Interest rate lock commitments to originate residential mortgage loans held for sale - The Corporation relies on an internal valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale, which includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment groups.

Forward commitments to sell residential mortgage loans - The Corporation relies on an internal valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Corporation would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing available.

Purchased and written options - The fair value of the Corporation’s purchased and written options is determined using quoted prices of the underlying stocks.

Limitations - Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Corporation’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Corporation’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current

47

economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

NOTE 14: Retirement Plans

The Corporation has a noncontributory defined benefit retirement plan (the Retirement Account Plan (“RAP”)) covering substantially all full-time employees. The benefits are based primarily on years of service and the employee’s compensation paid. Employees of acquired entities generally participate in the RAP after consummation of the business combinations. Any retirement plans of acquired entities are typically merged into the RAP after completion of the mergers, and credit is usually given to employees for years of service at the acquired institution for vesting and eligibility purposes. In connection with the First Federal acquisition in October 2004, the Corporation assumed the First Federal pension plan (the “First Federal Plan”). The First Federal Plan was frozen on December 31, 2004 and qualified participants in the First Federal Plan became eligible to participate in the RAP as of January 1, 2005. Additional discussion and information on the RAP and the First Federal Plan are collectively referred to below as the “Pension Plan”.

The Corporation also provides healthcare access for eligible retired employees in its Postretirement Plan (the “Postretirement Plan”). Retirees who are at least 55 years of age with 5 years of service are eligible to participate in the Postretirement Plan. The Corporation has no plan assets attributable to the Postretirement Plan. The Corporation reserves the right to terminate or make changes to the Postretirement Plan at any time.

The components of net periodic benefit cost for the Pension and Postretirement Plans for the three and nine months ended September 30, 2014 and 2013, and for the full year 2013 were as follows.

	Three Months Ended September 30,						Nine Months Ended September 30,						Year Ended December 31,
	2014			2013			2014			2013			2013
	($ in Thousands)
Components of Net Periodic Benefit Cost
Pension Plan:
Service cost	$	2,975		$	2,975		$	8,925		$	8,925		$	12,078
Interest cost		1,790			1,548			5,370			4,643			6,237
Expected return on plan assets		(4,855	)		(4,305	)		(14,565	)		(12,915	)		(17,647	)
Amortization of prior service cost		15			17			45			52			72
Amortization of actuarial loss		326			1,073			975			3,218			4,344
Total net periodic benefit cost	$	251		$	1,308		$	750		$	3,923		$	5,084
Postretirement Plan:
Interest cost	$	39		$	40		$	116		$	120		$	142
Amortization of actuarial gain		(9	)		—			(26	)		—			—
Total net periodic benefit cost	$	30		$	40		$	90		$	120		$	142

The Corporation’s funding policy is to pay at least the minimum amount required by the funding requirements of federal law and regulations, with consideration given to the maximum funding amounts allowed. The Corporation regularly reviews the funding of its Pension Plan. The Corporation made contributions of $21 million and $28 million to its Pension Plan in the first nine months of 2014 and 2013, respectively.

NOTE 15: Segment Reporting

The Corporation utilizes a risk-based internal profitability measurement system to provide strategic business unit reporting. The profitability measurement system is based on internal management methodologies designed to produce consistent results and reflect the underlying economics of the units. Certain strategic business units have been combined for segment information reporting

48

purposes where the nature of the products and services, the type of customer and the distribution of those products and services are similar. The three reportable segments are Corporate and Commercial Specialty; Community, Consumer, and Business, and Risk Management and Shared Services, with no segment representing more than half of the assets, liabilities or Tier 1 common equity of the Corporation as a whole.

The financial information of the Corporation’s segments has been compiled utilizing the accounting policies described in the Corporation’s 2013 annual report on Form 10-K with certain exceptions. The more significant of these exceptions are described herein. The Corporation allocates interest income or interest expense using a funds transfer pricing methodology that charges users of funds (assets) interest expense and credits providers of funds (liabilities, primarily deposits) with income based on the maturity, prepayment and / or repricing characteristics of the assets and liabilities. The net effect of this allocation is recorded in the Risk Management and Shared Services segment. A credit provision is allocated to segments based on the expected long-term annual net charge off rates attributable to the credit risk of loans managed by the segment during the period. In contrast, the level of the consolidated provision for credit losses is determined using the methodologies described in the Corporation’s 2013 annual report on Form 10-K to assess the overall appropriateness of the allowance for credit losses. The net effect of the credit provision is recorded in Risk Management and Shared Services. Indirect expenses incurred by certain centralized support areas are allocated to segments based on actual usage (for example, volume measurements) and other criteria. Certain types of administrative expense and bank-wide expense accruals (including amortization of core deposit and other intangible assets associated with acquisitions) are generally not allocated to segments. Income taxes are allocated to segments based on the Corporation’s estimated effective tax rate, with certain segments adjusted for any tax-exempt income or non-deductible expenses. Equity is allocated to the segments based on regulatory capital requirements and in proportion to an assessment of the inherent risks associated with the business of the segment (including interest, credit and operating risk).

The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to U.S. generally accepted accounting principles. As a result, reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in previously reported segment financial data. During 2014, certain organization and methodology changes were made and, accordingly, 2013 results have been restated and presented on a comparable basis.

A description of each business segment is presented below.

Corporate and Commercial Specialty – The Corporate and Commercial Specialty segment serves a wide range of customers including, larger businesses, developers, non-profits, municipalities, and financial institutions. In serving this segment we compete based on an in-depth understanding of our customers’ financial needs, the ability to match market competitive solutions to those needs, and the highest standards of relationship and service excellence in the delivery of these services. Delivery of services is provided through our corporate and commercial units, our commercial real estate unit, as well as our specialized industries and commercial financial services units. Within this segment, the following products and services are provided: (1) lending solutions, such as commercial loans and lines of credit, commercial real estate financing, construction loans, letters of credit, leasing, and asset based lending; for our larger clients we also provide loan syndications; (2) deposit and cash management solutions such as commercial checking and interest-bearing deposit products, cash vault and night depository services, liquidity solutions, payables and receivables solutions; and information services; and (3) specialized financial services such as swaps, capital markets, foreign exchange, and international banking solutions.

Community, Consumer, and Business – The Community, Consumer, and Business segment serves individuals, as well as small and mid-size businesses. In serving this segment we compete based on providing a broad range of solutions to meet the needs of our customers in their entire financial lifecycle, convenient access to our services through multiple channels such as branches, phone based services, online and mobile banking, and a relationship based business model which assists our customers in navigating any changes and challenges in their financial circumstances. Delivery of services is provided through our various Consumer Banking, Community Banking, and Private Client units. Within this segment, the following products and services are provided: (1) lending solutions such as residential mortgages, home equity loans and lines of credit, personal and installment loans, real estate financing, business loans, and business lines of credit; (2) deposit and transactional solutions such as checking, credit, debit and pre-paid cards, online banking and bill pay, and money transfer services; (3) investable funds solutions such as savings, money market deposit accounts, IRA accounts, certificates of deposit, fixed and variable annuities, full-service, discount and on-line investment brokerage; as well as trust and investment management accounts; and (4) insurance, benefits related products and services, and fiduciary services such as administration of pension, profit-sharing and other employee benefit plans, fiduciary and corporate agency services, and institutional asset management.

49

Risk Management and Shared Services – The Risk Management and Shared Services segment includes Corporate Risk Management, Credit Administration, Finance, Treasury, Operations and Technology, which are key shared functions. The segment also includes Parent Company activity, intersegment eliminations and residual revenue and expenses, representing the difference between actual amounts incurred and the amounts allocated to operating segments, including interest rate risk residuals (funds transfer pricing mismatches) and credit risk and provision residuals (long term credit charge mismatches). The earning assets within this segment include the Corporation’s investment portfolio and capital includes both allocated as well as any remaining unallocated capital.

Information about the Corporation’s segments is presented below.

Segment Income Statement Data
($ in Thousands)	Corporate and Commercial Specialty			Community,  Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Nine Months Ended September 30, 2014
Net interest income	$	209,212		$	236,687		$	60,407		$	506,306
Noninterest income		33,711			170,547			16,418			220,676
Total revenue		242,923			407,234			76,825			726,982
Credit provision *		34,983			18,572			(42,555	)		11,000
Noninterest expense		103,383			353,258			50,795			507,436
Income before income taxes		104,557			35,404			68,585			208,546
Income tax expense		35,568			12,391			18,816			66,775
Net income	$	68,989		$	23,013		$	49,769		$	141,771
Return on average allocated capital (ROT1CE) **		12.5	%		5.4	%		10.5	%		9.8	%
Nine Months Ended September 30, 2013
Net interest income	$	222,705		$	253,716		$	1,923		$	478,344
Noninterest income		32,175			191,236			13,815			237,226
Total revenue		254,880			444,952			15,738			715,570
Credit provision *		38,161			18,029			(48,390	)		7,800
Noninterest expense		93,806			364,609			43,067			501,482
Income before income taxes		122,913			62,314			21,061			206,288
Income tax expense		43,019			21,810			525			65,354
Net income	$	79,894		$	40,504		$	20,536		$	140,934
Return on average allocated capital (ROT1CE) **		14.7	%		9.4	%		3.9	%		9.8	%
Segment Balance Sheet Data
($ in Thousands)	Corporate and Commercial Specialty			Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Average Balances for YTD 3Q 2014
Average earning assets	$	8,606,965		$	7,973,138		$	5,933,220		$	22,513,323
Average loans		8,595,980			7,973,138			85,115			16,654,233
Average deposits		4,841,852			10,159,818			2,347,059			17,348,729
Average allocated capital (T1CE) **	$	736,285		$	565,588		$	585,539		$	1,887,412
Average Balances for YTD 3Q 2013
Average earning assets	$	7,942,744		$	7,696,572		$	5,252,541		$	20,891,857
Average loans		7,933,954			7,696,572			3,927			15,634,453
Average deposits		4,964,426			10,050,400			2,273,966			17,288,792
Average allocated capital (T1CE) **	$	724,974		$	575,382		$	575,654		$	1,876,010

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Segment Income Statement Data
($ in Thousands)	Corporate and Commercial Specialty			Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Three Months Ended September 30, 2014
Net interest income	$	71,716		$	81,916		$	18,998		$	172,630
Noninterest income		11,888			54,601			8,419			74,908
Total revenue		83,604			136,517			27,417			247,538
Credit provision *		11,074			6,773			(16,847	)		1,000
Noninterest expense		35,044			122,722			14,087			171,853
Income before income taxes		37,486			7,022			30,177			74,685
Income tax expense		12,608			2,458			9,412			24,478
Net income	$	24,878		$	4,564		$	20,765		$	50,207
Return on average allocated capital (ROT1CE) **		13.3	%		3.1	%		14.2	%		10.4	%
Three Months Ended September 30, 2013
Net interest income	$	75,677		$	85,477		$	(645	)	$	160,509
Noninterest income		11,142			55,366			4,408			70,916
Total revenue		86,819			140,843			3,763			231,425
Credit provision *		13,097			6,041			(19,938	)		(800	)
Noninterest expense		32,094			122,450			10,627			165,171
Income before income taxes		41,628			12,352			13,074			67,054
Income tax expense		14,569			4,324			2,503			21,396
Net income	$	27,059		$	8,028		$	10,571		$	45,658
Return on average allocated capital (ROT1CE) **		14.8	%		5.6	%		6.2	%		9.3	%
Segment Balance Sheet Data
($ in Thousands)	Corporate and Commercial Specialty			Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Average Balances for 3Q 2014
Average earning assets	$	8,761,870		$	8,310,839		$	6,024,008		$	23,096,717
Average loans		8,750,207			8,310,839			79,915			17,140,961
Average deposits		5,092,314			10,337,637			2,443,427			17,873,378
Average allocated capital (T1CE) **	$	744,605		$	583,148		$	543,493		$	1,871,246
Average Balances for 3Q 2013
Average earning assets	$	8,080,676		$	7,647,106		$	5,311,685		$	21,039,467
Average loans		8,074,076			7,647,106			3,183			15,724,365
Average deposits		5,124,746			10,066,487			2,418,586			17,609,819
Average allocated capital (T1CE) **	$	726,588		$	567,073		$	596,736		$	1,890,397

* The consolidated credit provision is equal to the actual reported provision for credit losses.

** The Federal Reserve establishes capital adequacy requirements for the Corporation, including Tier 1 capital. Tier 1 capital is comprised of common capital and certain redeemable, non-cumulative preferred stock. Average allocated capital represents average Tier 1 common equity which is defined as average Tier 1 capital excluding qualifying perpetrual preferred stock and qualifying trust preferred securities. This is a non-GAAP financial measure. For segment reporting purposes, the ROT1CE reflects return on average allocated Tier 1 common equity (“T1CE”). The ROT1CE for the Risk Management and Shared Services segment and the Consolidated Total is inclusive of the annualized effect of the preferred stock dividends.

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Note 16: Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of accumulated other comprehensive income (loss) at September 30, 2014 and 2013, changes during the nine and three month periods then ended, and reclassifications out of accumulated other comprehensive income during the nine and three month periods ended September 30, 2014 and 2013, respectively. The amounts reclassified from accumulated other comprehensive income for the investment securities available for sale are included in investment securities gains, net on the consolidated statements of income, while the amounts reclassified from accumulated other comprehensive income for the defined benefit pension and post retirement obligations are a component of personnel expense on the consolidated statements of income.

($ in Thousands)	Investments Securities Available For Sale			Defined Benefit Pension and Post Retirement Obligations			Accumulated Other Comprehensive Income (Loss)
Balance January 1, 2014	$	(11,396	)	$	(12,848	)	$	(24,244	)
Other comprehensive income before reclassifications		36,061			—			36,061
Amounts reclassified from accumulated other comprehensive income (loss)		(469	)		994			525
Income tax expense		(13,684	)		(383	)		(14,067	)
Net other comprehensive income during period		21,908			611			22,519
Balance September 30, 2014	$	10,512		$	(12,237	)	$	(1,725	)
Balance January 1, 2013	$	86,109		$	(37,506	)	$	48,603
Other comprehensive loss before reclassifications		(142,318	)		—			(142,318	)
Amounts reclassified from accumulated other comprehensive income (loss)		(582	)		3,270			2,688
Income tax (expense) benefit		55,169			(1,262	)		53,907
Net other comprehensive income (loss) during period		(87,731	)		2,008			(85,723	)
Balance September 30, 2013	$	(1,622	)	$	(35,498	)	$	(37,120	)
	Investments Securities Available For Sale			Defined Benefit Pension and Post Retirement Obligations			Accumulated Other Comprehensive Income (Loss)
Balance July 1, 2014	$	22,935		$	(12,441	)	$	10,494
Other comprehensive loss before reclassifications		(20,123	)		—			(20,123	)
Amounts reclassified from accumulated other comprehensive income (loss)		(57	)		332			275
Income tax (expense) benefit		7,757			(128	)		7,629
Net other comprehensive income (loss) during period		(12,423	)		204			(12,219	)
Balance September 30, 2014	$	10,512		$	(12,237	)	$	(1,725	)
Balance July 1, 2013	$	11,153		$	(36,168	)	$	(25,015	)
Other comprehensive loss before reclassifications		(20,558	)		—			(20,558	)
Amounts reclassified from accumulated other comprehensive income (loss)		(248	)		1,090			842
Income tax (expense) benefit		8,031			(420	)		7,611
Net other comprehensive income (loss) during period		(12,775	)		670			(12,105	)
Balance September 30, 2013	$	(1,622	)	$	(35,498	)	$	(37,120	)

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

This report contains statements that may constitute forward-looking statements within the meaning of the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, such as statements other than historical facts contained or incorporated by reference into this report. These forward-looking statements include statements with respect to the Corporation’s financial condition, results of operations, plans, objectives, future performance and business, including statements preceded by, followed by or that include the words “believes,” “expects,” or “anticipates,” references to estimates or similar expressions. Future filings by the Corporation with the Securities and Exchange Commission, and future statements other than historical facts contained in written material, press releases and oral statements issued by, or on behalf of the Corporation may also constitute forward-looking statements.

All forward-looking statements contained in this report or which may be contained in future statements made for or on behalf of the Corporation are based upon information available at the time the statement is made and the Corporation assumes no obligation to update any forward-looking statements, except as required by federal securities law. Forward-looking statements are subject to significant risks and uncertainties, and the Corporation’s actual results may differ materially from the expected results discussed in such forward-looking statements. Factors that might cause actual results to differ from the results discussed in forward-looking statements include, but are not limited to, the risk factors in Item 1A, Risk Factors, in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013, and as may be described from time to time in the Corporation’s subsequent SEC filings.

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 credit losses, goodwill impairment assessment, mortgage servicing rights valuation, 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 Credit Losses: Management’s evaluation process used to determine the appropriateness of the allowance for credit losses (which includes the allowance for loan losses and the allowance for unfunded commitments) is subject to the use of estimates, assumptions, and judgments. The evaluation process combines many factors: management’s ongoing review and grading of the loan portfolio, consideration of historical loan loss and delinquency experience, trends in past due and nonaccrual 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 credit losses, could change significantly. As an integral part of their examination process, various regulatory agencies also review the allowance for credit losses. Such agencies may require additions to the allowance for credit losses or may require that certain loan balances be charged off or downgraded into criticized loan categories when their credit evaluations differ from those of management, based on their judgments about information available to them at the

53

time of their examination. The Corporation believes the level of the allowance for credit losses is appropriate as recorded in the consolidated financial statements. See Note 6, “Loans, Allowance for Credit Losses, and Credit Quality,” of the notes to consolidated financial statements and section “Allowance for Credit Losses.”

Goodwill Impairment Assessment: Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment testing process is conducted by assigning net assets and goodwill to each reporting unit. An initial qualitative evaluation is made to assess the likelihood of impairment and determine whether further quantitative testing to calculate the fair value is necessary. When the qualitative evaluation indicates that impairment is more likely than not, quantitative testing is required whereby the fair value of each reporting unit is calculated and compared to the recorded book value, “step one”. If the calculated fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and “step two” is not considered necessary. If the carrying value of a reporting unit exceeds its calculated fair value, the impairment test continues (“step two”) by comparing the carrying value of the reporting unit’s goodwill to the implied fair value of goodwill. The implied fair value is computed by adjusting all assets and liabilities of the reporting unit to current fair value with the offset adjustment to goodwill. The adjusted goodwill balance is the implied fair value of the goodwill. An impairment charge is recognized if the carrying value of goodwill exceeds the implied fair value of goodwill.

The Corporation conducted its annual impairment testing in May 2014, utilizing the qualitative assessment. Factors that management considered in this assessment included macroeconomic conditions, industry and market considerations, overall financial performance of the Corporation and each reporting unit (both current and projected), changes in management strategy, and changes in the composition or carrying amount of net assets. In addition, management considered the increases in both the Corporation’s common stock price and in the overall bank common stock index (based on the NASDAQ bank index), as well as the Corporation’s earnings per common share trend over the past year. Based on these assessments, management concluded that the 2014 annual qualitative impairment assessment indicated that it is more likely than not that the estimated fair value exceeded the carrying value (including goodwill) for each reporting unit. Therefore, a step one quantitative analysis was not required. There were no impairment charges recorded in 2013 or through September 30, 2014. See also Note 7, “Goodwill and Other Intangible Assets”, of the notes to consolidated financial statements.

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 independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of its mortgage servicing rights. The use of a 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. While the Corporation believes that the values produced by the discounted cash flow 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 and refinance rates on the value of the mortgage servicing rights asset at September 30, 2014 (holding all other factors unchanged), if refinance interest rates were to decrease 50 basis points (bp), the estimated value of the mortgage servicing rights asset would have been approximately $10 million (or 14%) lower. Conversely, if refinance interest rates were to increase 50 bp, the estimated value of

54

the mortgage servicing rights asset would have been approximately $8 million (or 11%) higher. However, the Corporation’s potential recovery recognition due to valuation improvement is limited to the balance of the mortgage servicing rights valuation reserve, which was approximately $1 million at September 30, 2014. 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.”

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 laws and regulations. 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. Quarterly assessments are performed to determine if valuation allowances are necessary against any portion of the Corporation’s deferred tax assets. Assessing the need for, or sufficiency of, a valuation allowance requires management to evaluate all available evidence, both positive and negative, including the recent trend of quarterly earnings. Positive evidence necessary to overcome the negative evidence includes whether future taxable income in sufficient amounts and character within the carryback and carryforward periods is available under the tax law, including the use of tax planning strategies. When negative evidence (e.g., cumulative losses in recent years, history of operating loss or tax credit carryforwards expiring unused) exists, more positive evidence than negative evidence will be necessary. The Corporation has concluded that based on the level of positive evidence, it is more likely than not that the deferred tax asset will be realized. However, there is no guarantee that the tax benefits associated with the deferred tax assets will be fully realized. The Corporation believes the tax assets and liabilities are properly recorded in the consolidated financial statements. See also Note 9, “Income Taxes,” of the notes to consolidated financial statements and section “Income Taxes.”

Segment Review

As discussed in Note 15, “Segment Reporting,” of the notes to consolidated financial statements, the Corporation’s reportable segments have been determined based upon its internal profitability measurement system, which is organized by strategic business unit. Certain strategic business units have been combined for segment information reporting purposes where the nature of the products and services, the type of customer, and the distribution of those products and services are similar. The reportable segments are Corporate and Commercial Banking, Community and Consumer Banking, and Risk Management and Shared Services.

The financial information of the Corporation’s segments was compiled utilizing the accounting policies described in Note 15, “Segment Reporting,” of the notes to consolidated financial statements. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to U.S. generally accepted accounting principles. As a result, reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in previously reported segment financial data. During 2014, certain organization and methodology changes were made and, accordingly, 2013 results have been restated and presented on a comparable basis.

Year to Date Segment Review

The Corporate and Commercial Specialty segment consists of lending and deposit solutions to larger businesses, developers, non-profits, municipalities, and financial institutions, and the support to deliver, fund, and manage such banking solutions. The Corporate and Commercial Specialty segment had net income of $69 million for the first nine months of 2014, down $11 million compared to $80 million for the comparable period in 2013. Segment revenue decreased $12 million to $243 million for the first nine months of 2014 compared to $255 million for the first nine months of 2013 primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits. The credit provision decreased $3 million to $35 million during the first nine months of 2014 due to improvement in the loan credit quality. Average loan balances were $8.6 billion for the first nine months of 2014, up $662 million from the first nine months of 2013, while average deposit balances were $4.8 billion for the first nine months of 2014, down $123 million from the first nine months of 2013. Average allocated capital increased $11 million to $736 million for the first nine months of 2014 reflecting the increase in the segment’s loan balances.

The Community, Consumer, and Business segment consists of lending and deposit solutions to individuals and small to mid-sized businesses and also provides a variety of investment and fiduciary products and services. The Community, Consumer, and Business segment had net income of $23 million for the first nine months of 2014, down $18 million compared to $41 million in the first nine months of 2013. Earnings decreased as segment revenue declined $38 million to $407 million for the first nine months of 2014, primarily due to lower mortgage banking income as refinancing activity has slowed and changes in the long-term funding rates utilized in the funds transfer

55

pricing methodology for allocating interest credits. The credit provision was level at $18 million for the first nine months of 2014 and 2013. Total noninterest expense decreased $11 million to $353 million for the first nine months of 2014, primarily due to less mortgage banking activity. Average loan balances were $8.0 billion for the first nine months of 2014, up $277 million from the first nine months of 2013. Average deposits were $10.2 billion for the first nine months of 2014, up $109 million from the first nine months of 2013. Average allocated capital decreased $10 million to $566 million for the first nine months of 2014.

The Risk Management and Shared Services segment had net income of $50 million in the first nine months of 2014, up $29 million compared to $21 million for the comparable period in 2013. The increase was due to a $61 million increase in total revenue primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits to the Corporate and Commercial Specialty and Community, Consumer, and Business segments. Average earning asset balances were $5.9 billion for the first nine months of 2014, up $681 million from an average balance of $5.3 billion for the comparable period in 2013.

Comparable Quarter Segment Review

The Corporate and Commercial Specialty segment had net income of $25 million for the third quarter of 2014, down $2 million compared to $27 million for the comparable quarter in 2013. Segment revenue decreased $3 million to $84 million for the third quarter of 2014 compared to $87 million for the third quarter of 2013 primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits. The credit provision decreased $2 million to $11 million for the third quarter of 2014 due to improvement in the loan credit quality. Average loan balances were $8.8 billion for the third quarter of 2014, up $676 million compared to the third quarter of 2013, while average deposit balances were $5.1 billion for the third quarter of 2014, down $32 million from the third quarter of 2013. Average allocated capital increased $18 million to $745 million for the third quarter of 2014.

The Community, Consumer, and Business segment had net income of $5 million for the third quarter of 2014, down $3 million compared to $8 million for the third quarter of 2013. Segment revenue decreased $4 million to $137 million for the third quarter of 2014, primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits. The credit provision increased $1 million to $7 million for the third quarter of 2014. Total noninterest expense was level at $123 million for the third quarter of 2014 and 2013. Average loan balances increased $664 million to $8.3 billion for third quarter of 2014 compared to $7.6 billion for the third quarter of 2013. Average deposits were $10.3 billion for the third quarter of 2014, up $271 million from the third quarter of 2013. Average allocated capital increased $16 million to $583 million for the third quarter of 2014.

The Risk Management and Shared Services segment had net income of $21 million for the third quarter of 2014, up $10 million compared to $11 million for the comparable quarter in 2013. The primary component of the increase was a $24 million increase in total revenue primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating net interest income credits to the Corporate and Commercial Specialty and Community, Consumer, and Business segments. Average earning asset balances were $6.0 billion for the third quarter of 2014, up $712 million from an average balance of $5.3 billion for the comparable quarter in 2013.

Results of Operations – Summary

The Corporation recorded net income of $142 million for the nine months ended September 30, 2014, compared to net income of $141 million for the nine months ended September 30, 2013. Net income available to common equity was $138 million for the nine months ended September 30, 2014, or net income of $0.86 for basic earnings per common share and $0.85 for diluted earnings per common share. Comparatively, net income available to common equity for the nine months ended September 30, 2013, was $137 million, or net income of $0.82 for both basic and diluted earnings per common share. The net interest margin for the nine months ended September 30, 2014 was 3.09% compared to 3.15% for the nine months ended September 30, 2013.

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TABLE 1

Summary Results of Operations: Trends

($ in Thousands, except per share data)

	3rd Qtr 2014			2nd Qtr 2014			1st Qtr 2014			4th Qtr 2013			3rd Qtr 2013
Net income (Quarter)	$	50,207		$	46,365		$	45,199		$	47,758		$	45,658
Net income (Year-to-date)		141,771			91,564			45,199			188,692			140,934
Net income available to common equity (Quarter)	$	48,952		$	45,087		$	43,955		$	46,485		$	44,373
Net income available to common equity (Year-to-date)		137,994			89,042			43,955			183,534			137,049
Earnings per common share – basic (Quarter)	$	0.31		$	0.28		$	0.27		$	0.28		$	0.27
Earnings per common share – basic (Year-to-date)		0.86			0.55			0.27			1.10			0.82
Earnings per common share – diluted (Quarter)	$	0.31		$	0.28		$	0.27		$	0.28		$	0.27
Earnings per common share – diluted (Year-to-date)		0.85			0.55			0.27			1.10			0.82
Return on average assets (Quarter)		0.78	%		0.75	%		0.76	%		0.80	%		0.78	%
Return on average assets (Year-to-date)		0.76			0.75			0.76			0.81			0.81
Return on average equity (Quarter)		6.93	%		6.43	%		6.35	%		6.60	%		6.33	%
Return on average equity (Year-to-date)		6.57			6.39			6.35			6.52			6.50
Return on average tangible common equity (Quarter)		10.35	%		9.56	%		9.45	%		9.87	%		9.48	%
Return on average tangible common equity (Year-to-date)		9.79			9.51			9.45			9.73			9.68
Return on average Tier 1 common equity (Quarter) (1)		10.38	%		9.56	%		9.38	%		9.78	%		9.31	%
Return on average Tier 1 common equity (Year-to-date) (1)		9.78			9.47			9.38			9.77			9.77
Efficiency ratio (Quarter) (2)		69.44	%		69.70	%		70.41	%		73.70	%		71.45	%
Efficiency ratio (Year-to-date)(2)		69.85			70.05			70.41			71.04			70.14
Efficiency ratio, fully taxable equivalent (Quarter)(2)		69.04	%		68.23	%		68.86	%		72.59	%		70.10	%
Efficiency ratio, fully taxable equivalent (Year-to-date) (2)		68.71			68.54			68.86			69.56			68.53
Net interest margin (Quarter)		3.06	%		3.08	%		3.12	%		3.23	%		3.13	%
Net interest margin (Year-to-date)		3.09			3.10			3.12			3.17			3.15

(1) Return on average Tier 1 common equity = Net income available to common equity divided by average Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities. This is a non-GAAP financial measure.

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

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TABLE 1A

Reconciliation of Non-GAAP Measure

	3rd Qtr 2014			2nd Qtr 2014			1st Qtr 2014			4th Qtr 2013			3rd Qtr 2013
Efficiency ratio (Quarter) (a)		69.44	%		69.70	%		70.41	%		73.70	%		71.45	%
Taxable equivalent adjustment (Quarter)		(1.36	)		(1.32	)		(1.35	)		(1.49	)		(1.50	)
Asset gains, net (Quarter)		1.36			0.26			0.22			0.80			0.59
Other intangible amortization (Quarter)		(0.40	)		(0.41	)		(0.42	)		(0.42	)		(0.44	)
Efficiency ratio, fully taxable equivalent (Quarter) (b)		69.04	%		68.23	%		68.86	%		72.59	%		70.10	%
Efficiency ratio (Year-to-date) (a)		69.85	%		70.05	%		70.41	%		71.04	%		70.14	%
Taxable equivalent adjustment (Year-to-date)		(1.34	)		(1.34	)		(1.35	)		(1.45	)		(1.45	)
Asset gains, net (Year-to-date)		0.61			0.24			0.22			0.39			0.27
Other intangible amortization (Year-to-date)		(0.41	)		(0.41	)		(0.42	)		(0.42	)		(0.43	)
Efficiency ratio, fully taxable equivalent (Year-to-date) (b)		68.71	%		68.54	%		68.86	%		69.56	%		68.53	%

(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, excluding other intangible amortization, divided by the sum of taxable equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net and asset 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 loans 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 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, 2014, was $521 million, an increase of $27 million (6%) versus the first nine months of 2013. The increase in taxable equivalent net interest income was attributable to favorable volume variance (as balance sheet changes in both volume and mix increased taxable equivalent net interest income by $26 million), and favorable rate variances (as the impact of changes in the interest rate environment and product pricing increased taxable equivalent net interest income by $1 million).

The net interest margin for the first nine months of 2014 was 3.09%, 6 bp lower than 3.15% for the same period in 2013. This comparable period decrease was comprised of a 4 bp decrease in interest rate spread (the net of a 15 bp decrease in yield on earning assets and a 11 bp decrease in the cost of interest-bearing liabilities) and a 2 bp lower contribution from net free funds.

The Federal Reserve left interest rates unchanged during 2013 and the first nine months of 2014. The Federal Reserve has affirmed that it is unlikely that the short-term interest rates will increase until 2015.

The yield on earning assets was 3.32% for the first nine months of 2014, 15 bp lower than the comparable period last year. Loan yields were down 20 bp, (to 3.57%), due to the repricing of adjustable rate loans and competitive pricing pressures in a low interest rate environment. The yield on investment securities and other short-term investments increased 6 bp (to 2.62%), and was also impacted by the low interest rate environment and slowing prepayment speeds of mortgage-related securities purchased at a premium.

The rate on interest-bearing liabilities of 0.30% for the first nine months of 2014 was 11 bp lower than the same period in 2013. Rates on interest-bearing deposits were down 5 bp (to 0.19%), reflecting the low interest rate environment and a reduction of higher cost deposit products. The cost of short and long-term funding decreased 57 bp (to 0.62%) with the cost of short-term funding unchanged at 0.15%, while long-term funding decreased 306 bp (to 0.85%) mainly due to favorable rates on FHLB advances.

Average earning assets were $22.5 billion for the first nine months of 2014, an increase of $1.6 billion (8%) from the comparable period last year. Average loans increased $1.0 billion, including increases in commercial loans (up $904 million) and residential mortgage loans (up $439 million), while retail loans decreased (down $324 million). Average investment securities and other short-term investments increased $602 million, primarily in mortgage-related securities.

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Average interest-bearing liabilities of $17.6 billion for the first nine months of 2014 increased $1.7 billion (11%) from the comparable period last year. On average, short and long-term funding increased $1.6 billion between the comparable nine month periods, attributable to a $2.2 billion increase in long-term funding partially offset by a $583 million decrease in short-term funding. Average interest-bearing deposits increased $114 million, while noninterest bearing deposits decreased $54 million.

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TABLE 2

Net Interest Income Analysis

($ in Thousands)

	Nine Months Ended September 30, 2014							Nine Months Ended September 30, 2013
	Average Balance		Interest Income/ Expense		Average Yield/ Rate			Average Balance		Interest Income/ Expense		Average Yield/ Rate
Earning assets:
Loans: (1)(2)(3)
Commercial and business lending	$	6,419,328	$	160,189		3.34	%	$	5,785,024	$	156,541		3.62	%
Commercial real estate lending		3,965,242		109,681		3.70			3,695,150		109,298		3.95
Total commercial		10,384,570		269,870		3.47			9,480,174		265,839		3.75
Residential mortgage		4,105,892		101,503		3.30			3,666,556		91,074		3.31
Retail		2,163,771		73,538		4.54			2,487,723		84,487		4.54
Total loans		16,654,233		444,911		3.57			15,634,453		441,400		3.77
Investment securities(1)		5,559,398		110,273		2.64			4,930,195		97,340		2.63
Other short-term investments		299,692		4,814		2.14			327,209		3,740		1.53
Investments and other		5,859,090		115,087		2.62			5,257,404		101,080		2.56
Total earning assets		22,513,323		559,998		3.32			20,891,857		542,480		3.47
Other assets, net		2,339,067							2,328,652
Total assets	$	24,852,390						$	23,220,509
Interest-bearing liabilities:
Interest-bearing deposits:
Savings deposits	$	1,244,483	$	715		0.08	%	$	1,185,059	$	693		0.08	%
Interest-bearing demand deposits		2,930,236		2,903		0.13			2,819,585		3,470		0.16
Money market deposits		7,413,513		8,906		0.16			7,178,857		10,304		0.19
Time deposits		1,600,472		6,451		0.54			1,891,026		9,460		0.67
Total interest-bearing deposits		13,188,704		18,975		0.19			13,074,527		23,927		0.24
Federal funds purchased and securities sold under agreements to repurchase		860,732		1,001		0.16			696,343		1,051		0.20
Other short-term funding		610,055		629		0.14			1,357,230		1,291		0.13
Total short-term funding		1,470,787		1,630		0.15			2,053,573		2,342		0.15
Long-term funding		2,955,797		18,836		0.85			779,079		22,833		3.91
Total short and long-term funding		4,426,584		20,466		0.62			2,832,652		25,175		1.19
Total interest-bearing liabilities		17,615,288		39,441		0.30			15,907,179		49,102		0.41
Noninterest-bearing demand deposits		4,160,025							4,214,265
Other liabilities		191,802							200,123
Stockholders’ equity		2,885,275							2,898,942
Total liabilities and equity	$	24,852,390						$	23,220,509
Interest rate spread						3.02	%						3.06	%
Net free funds						0.07							0.09
Net interest income, taxable
equivalent, and net interest margin			$	520,557		3.09	%			$	493,378		3.15	%
Taxable equivalent adjustment				14,251							15,034
Net interest income			$	506,306						$	478,344

(1) The yield on tax exempt loans and securities is computed on a taxable equivalent basis using a tax rate of 35% for all periods presented and is net of the effects of certain disallowed interest deductions.

(2) Nonaccrual loans and loans held for sale have been included in the average balances.

(3) Interest income includes net loan fees.

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TABLE 2

Net Interest Income Analysis

($ in Thousands)

	Three Months Ended September 30, 2014							Three Months Ended September 30, 2013
	Average Balance		Interest Income/ Expense		Average Yield/ Rate			Average Balance		Interest Income/ Expense		Average Yield/ Rate
Earning assets:
Loans: (1)(2)(3)
Commercial and business lending	$	6,652,227	$	54,990		3.28	%	$	5,876,745	$	52,215		3.53	%
Commercial real estate lending		4,019,286		37,780		3.73			3,768,895		37,630		3.96
Total commercial		10,671,513		92,770		3.45			9,645,640		89,845		3.70
Residential mortgage		4,309,121		35,264		3.27			3,714,459		30,479		3.28
Retail		2,160,327		24,968		4.60			2,364,266		26,816		4.51
Total loans		17,140,961		153,002		3.55			15,724,365		147,140		3.72
Investment securities(1)		5,619,982		36,486		2.60			4,980,228		32,282		2.59
Other short-term investments		335,774		1,503		1.79			334,874		1,260		1.51
Investments and other		5,955,756		37,989		2.55			5,315,102		33,542		2.52
Total earning assets		23,096,717		190,991		3.29			21,039,467		180,682		3.42
Other assets, net		2,375,335							2,274,110
Total assets	$	25,472,052						$	23,313,577
Interest-bearing liabilities:
Interest-bearing deposits:
Savings deposits	$	1,269,994	$	254		0.08	%	$	1,204,743	$	249		0.08	%
Interest-bearing demand deposits		3,096,712		1,111		0.14			2,810,962		1,101		0.16
Money market deposits		7,721,167		3,153		0.16			7,556,050		3,449		0.18
Time deposits		1,545,851		2,103		0.54			1,773,760		2,818		0.63
Total interest-bearing deposits		13,633,724		6,621		0.19			13,345,515		7,617		0.23
Federal funds purchased and securities sold under agreements to repurchase		927,904		390		0.17			633,594		308		0.19
Other short-term funding		665,647		233		0.14			1,417,113		434		0.12
Total short-term funding		1,593,551		623		0.16			2,050,707		742		0.14
Long-term funding		2,931,714		6,179		0.84			614,708		6,866		4.47
Total short and long-term funding		4,525,265		6,802		0.60			2,665,415		7,608		1.14
Total interest-bearing liabilities		18,158,989		13,423		0.29			16,010,930		15,225		0.38
Noninterest-bearing demand deposits		4,239,654							4,264,304
Other liabilities		197,330							175,453
Stockholders’ equity		2,876,079							2,862,890
Total liabilities and equity	$	25,472,052						$	23,313,577
Interest rate spread						3.00	%						3.04	%
Net free funds						0.06							0.09
Net interest income, taxable
equivalent, and net interest margin			$	177,568		3.06	%			$	165,457		3.13	%
Taxable equivalent adjustment				4,938							4,948
Net interest income			$	172,630						$	160,509

(1) The yield on tax exempt loans and securities is computed on a taxable equivalent basis using a tax rate of 35% for all periods presented and is net of the effects of certain disallowed interest deductions.

(2) Nonaccrual loans and loans held for sale have been included in the average balances.

(3) Interest income includes net loan fees.

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Provision for Credit Losses

The provision for credit losses (which includes the provision for loan losses and the provision for unfunded commitments) for the first nine months of 2014 was $11 million, compared to $8 million for the first nine months of 2013 and $10 million for the full year of 2013. Net charge offs were $11 million for the first nine months of 2014, compared to $34 million for the first nine months of 2013 and $39 million for the full year of 2013. Annualized net charge offs as a percent of average loans for the first nine months of 2014 were 0.08%, compared to 0.29% for the first nine months of 2013 and 0.25% for the full year of 2013. At September 30, 2014, the allowance for credit losses (which includes the allowance for loan losses and the allowance for unfunded commitments) was $291 million, compared to $293 million at September 30, 2013 and $290 million at December 31, 2013. The ratio of the allowance for loan losses to total loans at September 30, 2014, was 1.55%, compared to 1.74% at September 30, 2013 and 1.69% at December 31, 2013. Nonaccrual loans at September 30, 2014 were $184 million, compared to $208 million at September 30, 2013, and $185 million at December 31, 2013. See Tables 7 and 8.

The provision for credit losses is predominantly a function of the Corporation’s reserving methodology and judgments as to other qualitative and quantitative factors used to determine the appropriate level of the allowance for credit losses (which includes the allowance for loan losses and the allowance for unfunded commitments). This reserving methodology focuses on changes in the size and character of the loan portfolio, changes in levels of impaired and other nonaccrual loans, historical losses and delinquencies on each portfolio category, the level of loans sold or transferred to held for sale, the risk inherent in specific loans, concentrations of loans to specific borrowers or industries, existing economic conditions, the fair value of underlying collateral, and other factors which could affect potential credit losses. See additional discussion under sections “Credit Risk,” “Allowance for Credit Losses,” and “Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned.”

Noninterest Income

Noninterest income for the first nine months of 2014 was $221 million, down $17 million (7%) from the first nine months of 2013, primarily due to declines in net mortgage banking income as refinancing activity has drastically slowed.

TABLE 3

Noninterest Income

($ in Thousands)

	3rd Qtr 2014		3rd Qtr 2013		Dollar Change			Percent Change			YTD 2014		YTD 2013			Dollar Change			Percent Change
Trust service fees	$	12,218	$	11,380	$	838			7.4	%	$	35,946	$	33,695		$	2,251			6.7	%
Service charges on deposit accounts		17,961		18,407		(446	)		(2.4	)		51,773		52,679			(906	)		(1.7	)
Card-based and other nondeposit fees		12,407		12,688		(281	)		(2.2	)		37,493		37,229			264			0.7
Insurance commissions		7,860		11,356		(3,496	)		(30.8	)		33,828		32,750			1,078			3.3
Brokerage and annuity commissions		4,040		3,792		248			6.5			12,593		10,996			1,597			14.5
Core fee-based revenue		54,486		57,623		(3,137	)		(5.4	)		171,633		167,349			4,284			2.6
Mortgage banking income		9,140		6,015		3,125			52.0			26,527		38,952			(12,425	)		(31.9	)
Mortgage servicing rights expense		2,471		2,473		(2	)		(0.1	)		8,135		(1,618	)		9,753			N/M
Mortgage banking, net		6,669		3,542		3,127			88.3			18,392		40,570			(22,178	)		(54.7	)
Capital market fees, net		2,939		2,652		287			10.8			7,360		10,309			(2,949	)		(28.6	)
Bank owned life insurance (“BOLI”) income		3,506		2,817		689			24.5			10,837		9,068			1,769			19.5
Other		2,317		2,100		217			10.3			5,424		6,622			(1,198	)		(18.1	)
Subtotal		69,917		68,734		1,183			1.7			213,646		233,918			(20,272	)		(8.7	)
Asset gains, net		4,934		1,934		3,000			155.1			6,561		2,726			3,835			140.7
Investment securities gains, net		57		248		(191	)		(77.0	)		469		582			(113	)		(19.4	)
Total noninterest income	$	74,908	$	70,916	$	3,992			5.6	%	$	220,676	$	237,226		$	(16,550	)		(7.0	)%
N/M – Not meaningful.

Core fee-based revenue was $172 million, an increase of $4 million (3%) versus the first nine months of 2013. Trust service fees were $36 million for the first nine months of 2014, up $2 million (7%) from the first nine months of 2013. The market value of assets under management at September 30, 2014 and 2013 was $7.7 billion and $7.1 billion, respectively. Insurance commissions were $34 million, up $1 million (3%) from the first nine months of 2013. The increase in insurance commissions was primarily due to a $2 million increase in employee benefit commissions from new business activity, partially offset by a $1 million increase to the reserve

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for legacy insurance products provided by third parties (a $4 million reserve was established in 2014 for remediation on legacy debt protection products, compared to a $3 million reserve established in 2013 related to third party insurance products sold in prior years). Brokerage and annuity commissions were up $2 million (15%) between the comparable nine month periods of 2014 and 2013, primarily in brokerage commissions due to an increased focus on Investment Advisory accounts. All remaining core-fee based revenue categories on a combined basis were relatively unchanged.

Net mortgage banking income was $18 million for the first nine months of 2014 and $41 million for the first nine months of 2013. Net mortgage banking consists of gross mortgage banking income less mortgage servicing rights expense. Gross mortgage banking income includes servicing fees, the gain or loss on sales of mortgage loans to the secondary market, changes to the mortgage loan repurchase reserve, and the fair value adjustments on the mortgage derivatives. Gross mortgage banking income decreased $12 million compared to the first nine months of 2013, due to lower gains on sales (down $27 million), partially offset by an $8 million favorable change in the fair value of the mortgage derivatives, and an $8 million reduction in the mortgage loan repurchase reserve provision. See Note 12 “Commitments, Off-Balance Sheet Arrangements and Contingent Liabilities,” of the notes to consolidated financial statements for additional information concerning the mortgage loan repurchase reserve. Secondary mortgage production was $778 million for the first nine months of 2014 and $2.0 billion for the first nine months of 2013.

Mortgage servicing rights expense includes both the amortization of the mortgage servicing rights asset and changes to the valuation allowance associated with the mortgage servicing rights asset. Mortgage servicing rights expense is affected by the size of the servicing portfolio, as well as the changes in the estimated fair value of the mortgage servicing rights asset. Mortgage servicing rights expense was $10 million higher than the comparable nine-month period in 2013, with a $14 million lower recovery of the valuation reserve, partially offset by a $4 million reduction in amortization due to slower prepayments. Mortgage servicing rights are considered a critical accounting policy given that estimating their fair value involves a discounted cash flow model and assumptions that involve judgment, particularly of estimated prepayment speeds of the underlying mortgages serviced and the overall level of interest rates. See section “Critical Accounting Policies,” as well as Note 7 “Goodwill and Other Intangible Assets,” and Note 13, “Fair Value Measurements,” of the notes to consolidated financial statements for additional disclosure.

Net capital market fees decreased $3 million primarily due to a $2 million reduction in fees on interest rate risk related services provided to our customers due to lower demand and a $2 million lower contribution from favorable changes in the credit risk of interest-rate related derivative instruments, partially offset by a $1 million increase in fee income from foreign currency transactions. Bank owned life insurance income was $11 million, up $2 million from the first nine months of 2013 primarily due to death benefits received during the first nine months of 2014. Other income decreased $1 million from the comparable nine-month period in 2013 primarily due to one-time charges related to some customer reimbursements paid in the second quarter of 2014. Net assets gains of $7 million for the first nine months of 2014 were primarily attributable to gains of $7 million on the sale of real estate, partially offset by losses of $1 million on the sales and other write-downs of other real estate owned. Net asset gains of $3 million for the first nine months of 2013 were primarily attributable to gains of $5 million on the sale of real estate and miscellaneous assets, partially offset by losses of $2 million on the sales and other write-downs of other real estate owned.

Noninterest Expense

Noninterest expense was $507 million for the first nine months of 2014, up $6 million (1%) from the comparable period in 2013. Personnel expense was down $3 million (1%), while nonpersonnel noninterest expenses were up $9 million (4%) on a combined basis.

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TABLE 4

Noninterest Expense

($ in Thousands)

	3rd Qtr 2014		3rd Qtr 2013			Dollar Change			Percent Change			YTD 2014		YTD 2013		Dollar Change			Percent Change
Personnel expense	$	97,650	$	98,102		$	(452	)		(0.5	)%	$	293,141	$	295,800	$	(2,659	)		(0.9	)%
Occupancy		13,743		14,758			(1,015	)		(6.9	)		43,088		44,725		(1,637	)		(3.7	)
Equipment		6,133		6,213			(80	)		(1.3	)		18,636		18,842		(206	)		(1.1	)
Technology		13,573		12,323			1,250			10.1			40,891		36,482		4,409			12.1
Business development and advertising		7,467		5,947			1,520			25.6			17,606		15,512		2,094			13.5
Other intangible asset amortization		990		1,010			(20	)		(2.0	)		2,972		3,032		(60	)		(2.0	)
Loan expense		3,813		3,157			656			20.8			10,220		9,485		735			7.7
Legal and professional fees		4,604		3,482			1,122			32.2			13,228		14,310		(1,082	)		(7.6	)
Losses other than loans		677		(600	)		1,277			(212.8	)		1,602		283		1,319			466.1
Foreclosure / OREO expense		2,083		2,515			(432	)		(17.2	)		5,554		7,239		(1,685	)		(23.3	)
FDIC expense		6,859		4,755			2,104			44.2			16,805		14,582		2,223			15.2
Other		14,261		13,509			752			5.6			43,693		41,190		2,503			6.1
Total noninterest expense	$	171,853	$	165,171		$	6,682			4.0	%	$	507,436	$	501,482	$	5,954			1.2	%

Personnel expense (which includes salary-related expenses and fringe benefit expenses) was $293 million for the first nine months of 2014, down $3 million (1%) from the first nine months of 2013. Average full-time equivalent employees were 4,435 for the first nine months of 2014, down 7% from 4,776 for the first nine months of 2013. Salary-related expenses increased $4 million (2%). This increase was primarily the result of higher compensation and performance based incentives. Fringe benefit expenses were down $7 million (14%) versus the first nine months of 2013, primarily due to a decrease in health insurance costs.

Nonpersonnel noninterest expenses on a combined basis were $214 million, up $9 million (4%) from the first nine months of 2013. Technology was up $4 million (12%), as we continue to invest in solutions that will drive operational efficiency. Business development and advertising increased $2 million (14%) from the first nine months of 2013, primarily related to the timing of the Corporation’s fall marketing campaign. Losses other than loans increased $1 million mainly due to a more favorable than expected resolution of a litigation matter in the third quarter of 2013. Foreclosure/OREO expenses of $6 million decreased $2 million (23%), primarily attributable to a decline in legal and collection expenses related to the improvement in credit quality. FDIC expense of $17 million, was $2 million (15%) higher than the comparable period in 2013 reflecting growth in risk-weighted assets. All remaining noninterest expense categories on a combined basis were relatively unchanged (up 0.2%) compared to the first nine months of 2013.

Income Taxes

The Corporation recognized income tax expense of $67 million for the first nine months of 2014, compared to income tax expense of $65 million for the comparable period in 2013. The effective tax rate was 32.02% for the first nine months of 2014, compared to an effective tax rate of 31.68% for the first nine months of 2013.

Income tax expense recorded in the consolidated statements of income involves the interpretation and application of certain accounting pronouncements and federal and state tax laws and regulations, and is, therefore, considered a critical accounting policy. The Corporation is subject to examination by various taxing authorities. Examination by taxing authorities may impact the amount of tax expense and / or reserve for uncertain tax positions if their interpretations differ from those of management, based on their judgments about information available to them at the time of their examinations. See Note 9, “Income Taxes,” of the notes to consolidated financial statements and section “Critical Accounting Policies.”

Balance Sheet

At September 30, 2014, total assets were $25.7 billion, up $1.4 billion (6%) from December 31, 2013. Loans of $17.2 billion at September 30, 2014 were up $1.3 billion (8%) from December 31, 2013, with increases in commercial loans of $868 million and increases in consumer loans of $395 million. Investment securities were $5.6 billion at September 30, 2014, an increase of $222 million (4%) from year-end 2013.

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At September 30, 2014, total deposits of $18.2 billion were up $934 million (5%) from December 31, 2013. Short and long-term funding increased $533 million (14%) since year-end 2013, including an increase of $689 million in short-term funding (primarily short-term FHLB advances), partially offset by a decrease of $156 million in long-term funding due to the early retirement of $155 million of senior notes in February 2014.

Since September 30, 2013, loans increased $1.6 billion (10%), with commercial loans up $1.1 billion and consumer loans up $461 million. Deposits decreased $137 million (1%) since September 30, 2013, primarily in noninterest-bearing demand deposit accounts. Short and long-term funding increased $2.1 billion, including a $2.3 billion increase in long-term funding as the Corporation took advantage of favorable interest rates on five year, putable, variable rate FHLB advances, partially offset by a $197 million reduction in short-term funding.

TABLE 5

Period End Loan Composition

($ in Thousands)

	September 30, 2014					June 30, 2014					March 31, 2014					December 31, 2013					September 30, 2013
	Amount		% of Total			Amount		% of Total			Amount		% of Total			Amount		% of Total			Amount		% of Total
Commercial and industrial	$	5,603,899		33	%	$	5,616,205		33	%	$	5,222,141		32	%	$	4,822,680		31	%	$	4,703,056		30	%
Commercial real estate - owner occupied		1,014,335		6			1,070,463		7			1,098,089		7			1,114,715		7			1,147,352		8
Lease financing		52,600		—			51,873		—			52,500		—			55,483		—			51,727		—
Commercial and business lending		6,670,834		39			6,738,541		40			6,372,730		39			5,992,878		38			5,902,135		38
Commercial real estate - investor		3,043,361		17			2,990,732		17			3,001,219		18			2,939,456		18			2,847,152		18
Real estate construction		982,426		6			1,000,421		6			969,617		6			896,248		6			834,744		5
Commercial real estate lending		4,025,787		23			3,991,153		23			3,970,836		24			3,835,704		24			3,681,896		23
Total commercial		10,696,621		62			10,729,694		63			10,343,566		63			9,828,582		62			9,584,031		61
Home equity revolving lines of credit		880,435		5			866,042		5			856,679		5			874,840		5			875,703		6
Home equity loans first liens		619,774		4			659,598		4			705,835		4			742,120		5			794,912		5
Home equity loans junior liens		176,316		1			187,732		1			199,488		1			208,054		1			220,763		1
Home equity		1,676,525		10			1,713,372		10			1,762,002		10			1,825,014		11			1,891,378		12
Installment and credit cards		459,682		3			469,203		3			393,321		3			407,074		3			420,268		3
Residential mortgage		4,326,262		25			4,132,783		24			3,942,555		24			3,835,591		24			3,690,177		24
Total consumer		6,462,469		38			6,315,358		37			6,097,878		37			6,067,679		38			6,001,823		39
Total loans	$	17,159,090		100	%	$	17,045,052		100	%	$	16,441,444		100	%	$	15,896,261		100	%	$	15,585,854		100	%
Farmland	$	8,428		—	%	$	8,475		—	%	$	8,286		—	%	$	8,591		—	%	$	14,278		1	%
Multi-family		1,030,131		34			951,698		32			965,568		32			951,348		33			896,819		31
Non-owner occupied		2,004,802		66			2,030,559		68			2,027,365		68			1,979,517		67			1,936,055		68
Commercial real estate - investor	$	3,043,361		100	%	$	2,990,732		100	%	$	3,001,219		100	%	$	2,939,456		100	%	$	2,847,152		100	%
1-4 family construction	$	305,719		31	%	$	293,361		29	%	$	273,470		28	%	$	259,031		29	%	$	248,294		30	%
All other construction		676,708		69			707,060		71			696,147		72			637,217		71			586,450		70
Real estate construction	$	982,427		100	%	$	1,000,421		100	%	$	969,617		100	%	$	896,248		100	%	$	834,744		100	%

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Credit Risk

Total loans were $17.2 billion at September 30, 2014, an increase of $1.3 billion or 8% from December 31, 2013. Commercial and business loans were $6.7 billion, up $678 million (11%) from December 31, 2013, to represent 39% of total loans at September 30, 2014. Commercial real estate totaled $4.0 billion at September 30, 2014 and represented 23% of total loans, an increase of $190 million (5%) from December 31, 2013. Consumer loans were $6.5 billion, up $395 million (7%) from December 31, 2013, and represented 38% of total loans at September 30, 2014.

The Corporation has long-term guidelines relative to the proportion of Commercial and Business, Commercial Real Estate, and Consumer loans within the overall loan portfolio, with each targeted to represent 30-40% of the overall loan portfolio. The targeted long-term guidelines were unchanged during 2013 and the first nine months of 2014. Furthermore, certain sub-asset classes within the respective portfolios were further defined and dollar limitations were placed on these sub-portfolios. These guidelines and limits are reviewed quarterly and approved annually by the Enterprise Risk Committee of the Corporation’s Board of Directors. These guidelines and limits are designed to create balance and diversification within the loan portfolios.

The commercial and business lending portfolio, which consists of commercial and business loans and owner occupied commercial real estate loans, was $6.7 billion at September 30, 2014, up $678 million (11%) since year-end 2013. The commercial and business lending classification primarily includes commercial loans to large corporations, middle market companies and small businesses. At September 30, 2014, the largest industry groups within the commercial and business loan category included the manufacturing sector which represented 8% of total loans and 21% of the total commercial and business loan portfolio. The next largest industry group within the commercial and business loan category was the wholesale trade sector, which represented 4% of total loans and 10% of the total commercial and business loan portfolio at September 30, 2014. The remaining portfolio is spread over a diverse range of industries, none of which exceeds 4% of total loans. The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.

The commercial real estate lending portfolio, which consists of investor commercial real estate and construction loans, totaled $4.0 billion at September 30, 2014, up $190 million (5%) from December 31, 2013. Within the commercial real estate lending portfolio, commercial real estate lending to investors totaled $3.0 billion at September 30, 2014, an increase of $104 million (4%) from December 31, 2013. Commercial real estate primarily includes commercial-based loans to investors that are secured by commercial income properties or multi-family projects. Commercial real estate loans are typically intermediate to long-term financings. Loans of this type are mainly secured by commercial income properties or multi-family projects. Credit risk is managed in a similar manner to commercial and business loans by employing sound underwriting guidelines, lending primarily to borrowers in local markets and businesses, periodically evaluating the underlying collateral, and formally reviewing the borrower’s financial soundness and relationship on an ongoing basis. Real estate construction loans were $982 million, an increase of $86 million (10%) compared to December 31, 2013. Loans in this classification are primarily short-term or interim loans that provide financing for the acquisition or development of commercial income properties, multi-family projects or residential development, both single family and condominium. Real estate construction loans are made to developers and project managers who are generally well known to the Corporation, and have prior successful project experience. The credit risk associated with real estate construction loans is generally confined to specific geographic areas but is also influenced by general economic conditions. The Corporation controls the credit risk on these types of loans by making loans in familiar markets to developers, reviewing the merits of individual projects, controlling loan structure, and monitoring project progress and construction advances.

The Corporation’s current lending standards for commercial real estate and real estate construction lending are determined by property type and specifically address many criteria, including: maximum loan amounts, maximum loan-to-value (“LTV”), requirements for pre-leasing and / or presales, minimum borrower equity, and maximum loan to cost. Currently, the maximum standard for LTV is 80%, with lower limits established for certain higher risk types, such as raw land which has a 50% LTV maximum. The Corporation’s LTV guidelines are in compliance with regulatory supervisory limits. In most cases, for real estate construction loans, the loan amounts include interest reserves, which are built into the loans and sized to fund loan payments through construction and lease up and / or sell out.

Consumer loans totaled $6.5 billion at September 30, 2014, up $395 million (7%) compared to December 31, 2013. Loans in this classification include residential mortgage, home equity, installment loans and credit cards. Residential mortgage loans totaled $4.3 billion at September 30, 2014, up $491 million (13%) from December 31, 2013. Residential mortgage loans include conventional first lien home mortgages and the Corporation generally limits the maximum loan to 80% of collateral value without credit enhancement (e.g. private mortgage insurance). As part of management’s historical practice of originating and servicing residential mortgage loans, generally the Corporation’s 30-year, fixed-rate residential real estate mortgage loans are sold in the secondary market with servicing

66

rights retained. The Corporation may retain a portion of its 15-year and under, fixed-rate residential real estate mortgages in its loan portfolio. At September 30, 2014, the residential mortgage portfolio was comprised of $1.4 billion of fixed-rate residential real estate mortgages and $2.9 billion of adjustable-rate residential real estate mortgages.

The Corporation’s underwriting and risk-based pricing guidelines for residential mortgage loans include minimum borrower FICO and maximum LTV of the property securing the loan. Residential mortgage products generally are underwritten using FHLMC and FNMA secondary marketing guidelines.

Home equity totaled $1.7 billion at September 30, 2014, down $148 million (8%) compared to December 31, 2013, and consists of home equity lines, as well as home equity loans, approximately half of which are first lien positions. Home equity balances declined as customers continued to deleverage and refinance into lower-priced, first lien residential mortgage loans. Loans and lines in a junior position at September 30, 2014 included approximately 34% for which the Corporation also owned or serviced the related first lien loan and approximately 66% where the Corporation did not service the related first lien loan.

The Corporation’s credit risk monitoring guidelines for home equity is based on an ongoing review of loan delinquency status, as well as a semi-annual review of FICO score deterioration and property devaluation. The Corporation does not routinely obtain appraisals on performing loans to update LTV ratios after origination; however, the Corporation monitors the local housing markets by reviewing the various home price indices and incorporates the impact of the changing market conditions in its ongoing credit monitoring process. For second lien home equity loans, the Corporation is unable to track the performance of the first lien loan if it does not own or service the first lien loan. However, the Corporation obtains a refreshed FICO score on a semi-annual basis and monitors this as part of its assessment of the home equity portfolio.

The Corporation’s underwriting and risk-based pricing guidelines for home equity lines and loans consist of a combination of both borrower FICO and the original LTV of the property securing the loan. Currently, for home equity products, the maximum acceptable LTV is 90% for customers with FICO scores exceeding 670. Home equity loans generally have a 20 year term and are fixed rate with principal and interest payments required. As of September 30, 2014, approximately 40% of the home equity loan first liens have a remaining maturity of more than 10 years. Home equity lines are variable rate, interest only lines of credit which do not require the payment of principal during the initial revolving period, after which principal payments are required. Based upon outstanding balances at September 30, 2014, the following table presents the periods when home equity lines of credit revolving periods are scheduled to end.

Home Equity Lines of Credit - Revolving Period End Dates	$ in Thousands		% to Total
2014 - 2015	$	5,558		1	%
2016 - 2017		4,187		<1	%
2018 - 2020		36,202		4	%
2021 - 2025		234,742		27	%
2026 and later		599,746		68	%
Total home equity revolving lines of credit	$	880,435		100	%

Installment and credit cards totaled $460 million at September 30, 2014 up $53 million (13%) compared to December 31, 2013, primarily due to the purchase of a participation in the Associated Bank branded credit card portfolio on June 30, 2014. The installment and credit cards consist of student loans, short-term and other personal installment loans and credit cards. The Corporation had $298 million and $330 million of student loans at September 30, 2014 and December 31, 2013, respectively, the majority of which are government guaranteed. Credit risk for non-government guaranteed student, short-term and personal installment loans is generally influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral. Risks of loss are generally on smaller average balances per loan spread over many borrowers. Once charged off, there is usually less opportunity for recovery on these smaller retail loans. Credit risk is primarily controlled by reviewing the creditworthiness of the borrowers, monitoring payment histories, and taking appropriate collateral and guarantee positions.

Factors that are important to managing overall credit quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early identification of potential problems, and appropriate allowance for credit losses, nonaccrual and charge off policies.

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An active credit risk management process is used for commercial loans to further ensure that sound and consistent credit decisions are made. Credit risk is controlled by detailed underwriting procedures, comprehensive loan administration, and periodic review of borrowers’ outstanding loans and commitments. Borrower relationships are formally reviewed and graded on an ongoing basis for early identification of potential problems. Further analyses by customer, industry, and geographic location are performed to monitor trends, financial performance, and concentrations.

The loan portfolio is widely diversified by types of borrowers, industry groups, and market areas within our core footprint. Significant loan concentrations are considered to exist when there are amounts loaned to numerous borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At September 30, 2014, no significant concentrations existed in the Corporation’s portfolio in excess of 10% of total loans.

TABLE 6

Period End Deposit and Customer Funding Composition

($ in Thousands)

	September 30, 2014					June 30, 2014					March 31, 2014					December 31, 2013					September 30, 2013
	Amount		% of Total			Amount		% of Total			Amount		% of Total			Amount		% of Total			Amount		% of Total
Noninterest-bearing demand	$	4,302,454		24	%	$	4,211,057		24	%	$	4,478,981		26	%	$	4,626,312		27	%	$	4,453,663		24	%
Savings		1,256,567		7			1,275,493		7			1,252,669		7			1,159,512		7			1,195,944		7
Interest-bearing demand		3,637,411		20			2,918,900		17			3,084,457		18			2,889,705		17			2,735,529		15
Money market		7,491,460		41			7,348,650		43			7,069,173		40			6,906,442		40			8,199,281		45
Brokered CDs		9,242		—			44,809		—			51,235		—			50,450		—			56,024		—
Other time		1,504,124		8			1,517,350		9			1,573,412		9			1,634,746		9			1,697,467		9
Total deposits	$	18,201,258		100	%	$	17,316,259		100	%	$	17,509,927		100	%	$	17,267,167		100	%	$	18,337,908		100	%
Customer funding		493,451					489,886					548,179					419,247					515,555
Total deposits and customer funding	$	18,694,709				$	17,806,145				$	18,058,106				$	17,686,414				$	18,853,463
Network transaction deposits included above in interest-bearing demand and money market	$	2,207,055				$	2,238,923				$	2,141,976				$	1,936,403				$	2,222,810
Total network transaction deposits and Brokered CDs		2,216,297					2,283,732					2,193,211					1,986,853					2,278,834
Total deposits and customer funding, excluding Brokered CDs and network transaction deposits	$	16,478,412				$	15,522,413				$	15,864,895				$	15,699,561				$	16,574,629

Allowance for Credit Losses

Credit risks within the loan portfolio are inherently different for each loan type. Credit risk is controlled and monitored through the use of lending standards, a thorough review of potential borrowers, and ongoing review of loan payment performance. Active asset quality administration, including early problem loan identification and timely resolution of problems, aids in the management of credit risk and minimization of loan losses. Credit risk management for each loan type is discussed briefly in the section entitled “Credit Risk.”

The allowance for credit losses is comprised of the allowance for loan losses and the allowance for unfunded commitments. The level of the allowance for loan losses represents management’s estimate of an amount appropriate to provide for probable credit losses in the loan portfolio at the balance sheet date. The allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit) and is included in accrued expenses and other liabilities on the consolidated balance sheets.

The level of the allowance for credit losses represents management’s estimate of an amount appropriate to provide for probable credit losses in the loan portfolio at the balance sheet date. In general, the change in the allowance for credit losses is a function of a number of factors, including but not limited to changes in the loan portfolio (see Table 5), net charge offs (see Table 7) and nonperforming assets (see Table 8). The Corporation’s process, designed to assess the appropriateness of the allowance for credit losses, focuses on

68

an evaluation of facts and issues related to specific loans, management’s ongoing review and grading of the loan portfolio, consideration of historical loan loss and delinquency experience on each portfolio category, trends in past due and nonaccrual loans, the level of potential problem loans, the risk characteristics of the various classifications of loans, changes in the size and character of the loan portfolio, 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 potential credit losses. While management uses currently available information to recognize losses on loans, future adjustments to the allowance for credit losses may be necessary based on newly received appraisals, updated commercial customer financial statements, rapidly deteriorating customer cash flow, and changes in economic conditions that affect our customers. Management considers the allowance for credit losses a critical accounting policy (see section “Critical Accounting Policies”), as assessing these numerous factors involves significant judgment.

The methodology used for the allowance for loan losses at September 30, 2014 and December 31, 2013 was generally comparable, whereby the Corporation segregated its loss factors (used for both criticized and non-criticized loan categories) into a component primarily based on historical loss rates and a component primarily based on other qualitative factors that may affect loan collectability. Management allocates the allowance for loan losses by pools of risk within each loan portfolio. The allocation methodology consists of the following components: First, a valuation allowance estimate is established for specifically identified commercial and consumer loans determined by the Corporation to be impaired, using discounted cash flows, estimated fair value of underlying collateral, and / or other data available. Second, management allocates the allowance for loan losses with loss factors, for criticized loan pools by loan type as well as for non-criticized loan pools by loan type, primarily based on historical loss rates after considering loan type, historical loss and delinquency experience, and industry statistics. Loans that have been criticized are considered to have a higher risk of default than non-criticized loans, as circumstances were present to support the lower loan grade, warranting higher loss factors. The loss factors applied in the methodology are periodically re-evaluated and adjusted to reflect changes in historical loss levels or other risks. Lastly, management allocates the allowance for loan losses to absorb unrecognized losses that may not be provided for by the other components due to other factors evaluated by management, such as limitations within the credit risk grading process, known current economic or business conditions that may not yet show in trends, industry or other concentrations with current issues that impose higher inherent risks than are reflected in the loss factors, and other relevant considerations. Because each of the criteria used is subject to change, the allocation of the allowance for loan losses is made for analytical purposes and is not necessarily indicative of the trend of future loan losses in any particular category. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.

The methodology used for the allowance for unfunded commitments at September 30, 2014 and December 31, 2013 was also generally comparable. Management evaluated the unfunded credit facilities, including an assessment of historical commitment utilization experience and credit risk grading of the loan.

At September 30, 2014, the allowance for credit losses was $291 million compared to $293 million at September 30, 2013, and $290 million at December 31, 2013. At September 30, 2014, the allowance for loan losses to total loans was 1.55% and covered 145% of nonaccrual loans, compared to 1.74% and 131%, respectively, at September 30, 2013, and 1.69% and 145%, respectively, at December 31, 2013. The ratio of net charge offs to average loans on an annualized basis was 0.08%, 0.29%, and 0.25% for the nine months ended September 30, 2014, and 2013, and the full year 2013, respectively. Tables 7 and 8 provide additional information regarding activity in the allowance for loan losses, impaired loans, and nonperforming assets. See Note 6, “Loans, Allowance for Credit Losses, and Credit Quality,” of the notes to consolidated financial statements for additional allowance for credit losses disclosures.

Management believes the level of allowance for credit losses to be appropriate at September 30, 2014 and December 31, 2013.

69

TABLE 7

Allowance for Credit Losses

($ in Thousands)

	At and For the Nine Months Ended September 30,						At and For the Year Ended December 31,
	2014			2013			2013
Allowance for Loan Losses:
Balance at beginning of period	$	268,315		$	297,409		$	297,409
Provision for loan losses		8,500			8,000			10,000
Charge offs		(35,318	)		(69,320	)		(88,061	)
Recoveries		24,765			35,635			48,967
Net charge offs		(10,553	)		(33,685	)		(39,094	)
Balance at end of period	$	266,262		$	271,724		$	268,315
Allowance for Unfunded Commitments:
Balance at beginning of period	$	21,900		$	21,800		$	21,800
Provision for unfunded commitments		2,500			(200	)		100
Balance at end of period	$	24,400		$	21,600		$	21,900
Allowance for credit losses (A)	$	290,662		$	293,324		$	290,215
Provision for credit losses (B)	$	11,000		$	7,800		$	10,100
Net loan charge offs (recoveries):		(C	)		(C	)		(C	)
Commercial and industrial	$	1,920	5	$	1,726	5	$	6,281	14
Commercial real estate - owner occupied		1,536	19		5,168	59		6,135	53
Lease financing		23	6		4	1		(12	)  (2)
Commercial and business lending		3,479	7		6,898	16		12,404	21
Commercial real estate - investor		(5,335	)  (24)		2,748	13		2,885	10
Real estate construction		1,258	18		994	17		(2,136	)  (27)
Commercial real estate lending		(4,077	)  (14)		3,742	14		749	2
Total commercial		(598	)  (1)		10,640	15		13,153	14
Home equity revolving lines of credit		3,660	56		6,894	102		7,860	88
Home equity loans first liens		972	19		2,283	34		2,655	31
Home equity loans junior liens		2,535	176		4,791	263		5,902	250
Home equity		7,167	55		13,968	91		16,417	82
Installment and credit cards		1,270	41		367	11		(244	)  (6)
Residential mortgage		2,714	9		8,710	32		9,768	26
Total consumer		11,151	24		23,045	50		25,941	42
Total net charge offs	$	10,553	8	$	33,685	29		$39,094	25
CRE & Construction Net Charge Off Detail:		(C	)		(C	)		(C	)
Farmland	$	—	—	$	366	318		$366	252
Multi-family		(6,089	)  (83)		536	8		499	5
Non-owner occupied		754	5		1,846	12		2,020	10
Commercial real estate - investor	$	(5,335	)  (24)	$	2,748	13		$2,885	10
1-4 family construction	$	(170	)  (8)	$	(1,112	)  (66)	$	(3,796	)  (163)
All other construction		1,428	29		2,106	52		1,660	30
Real estate construction	$	1,258	18	$	994	17	$	(2,136	)  (27)
(A) – Includes the allowance for loan losses and the allowance for unfunded commitments.
(B) – Includes the provision for loan losses and the provision for unfunded commitments.
(C) – Annualized ratio of net charge offs to average loans by loan type in basis points.
Ratios:
Allowance for loan losses to total loans		1.55	%		1.74	%		1.69	%
Allowance for loan losses to net charge offs (annualized)		18.9x			6.0x			6.9x

70

TABLE 7 (continued)

Allowance for Credit Losses

($ in Thousands)

Quarterly Trends:	September 30, 2014			June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013
Allowance for Loan Losses:
Balance at beginning of period	$	271,851		$	267,916		$	268,315		$	271,724		$	277,218
Provision for loan losses		(3,000	)		6,500			5,000			2,000			—
Charge offs		(14,850	)		(9,107	)		(11,361	)		(18,742	)		(20,288	)
Recoveries		12,261			6,542			5,962			13,333			14,794
Net charge offs		(2,589	)		(2,565	)		(5,399	)		(5,409	)		(5,494	)
Balance at end of period	$	266,262		$	271,851		$	267,916		$	268,315		$	271,724
Allowance for Unfunded Commitments:
Balance at beginning of period	$	20,400		$	21,900		$	21,900		$	21,600		$	22,400
Provision for unfunded commitments		4,000			(1,500	)		—			300			(800	)
Balance at end of period	$	24,400		$	20,400		$	21,900		$	21,900		$	21,600
Allowance for credit losses (A)	$	290,662		$	292,251		$	289,816		$	290,215		$	293,324
Provision for credit losses (B)	$	1,000		$	5,000		$	5,000		$	2,300		$	(800	)
Net loan charge offs (recoveries):		(C	)		(C	)		(C	)		(C	)		(C	)
Commercial and industrial	$	572	4	$	(1,377	)  (10)	$	2,725	22	$	4,555	38	$	(447	)  (4)
Commercial real estate - owner occupied		2,210	84		(550	)  (20)		(124	)  (5)		967	34		2,076	72
Lease financing		(6	)  (5)		29	22		—	—		(16	)  (12)		—	—
Commercial and business lending		2,776	17		(1,898	)  (12)		2,601	17		5,506	37		1,629	11
Commercial real estate - investor		(4,065	)  (54)		(239	)  (3)		(1,031	)  (14)		137	2		(414	)  (6)
Real estate construction		350	14		795	33		113	5		(3,130	)  (145)		(303	)  (15)
Commercial real estate lending		(3,715	)  (37)		556	6		(918	)  (10)		(2,993	)  (32)		(717	)  (8)
Total commercial		(939	)  (3)		(1,342	)  (5)		1,683	7		2,513	10		912	4
Home equity revolving lines of credit		1,098	50		1,380	64		1,182	55		966	44		767	34
Home equity loans first liens		118	7		448	26		406	23		372	19		564	27
Home equity loans junior liens		728	159		948	196		859	171		1,111	205		800	140
Home equity		1,944	45		2,776	64		2,447	55		2,449	52		2,131	44
Installment and credit cards		910	78		247	25		113	11		(611	)  (59)		124	11
Residential mortgage		674	6		884	9		1,156	12		1,058	11		2,327	25
Total consumer		3,528	22		3,907	25		3,716	25		2,896	19		4,582	30
Total net charge offs	$	2,589	6	$	2,565	6	$	5,399	14	$	5,409	14	$	5,494	14
CRE & Construction Net Charge Off Detail:		(C	)		(C	)		(C	)		(C	)		(C	)
Farmland	$	—	—	$	—	—	$	—	—	$	—	—	$	—	—
Multi-family		(6,022	)  (243)		(18	)  (1)		(49	)  (2)		(37	)  (2)		127	5
Non-owner occupied		1,957	38		(221	)  (4)		(982	)  (20)		174	4		(541	)  (11)
Commercial real estate - investor	$	(4,065	)  (54)	$	(239	)  (3)	$	(1,031	)  (14)	$	137	2	$	(414	)  (6)
1-4 family construction	$	(53	)  (7)	$	4	1	$	(121	)  (18)	$	(2,684	)  (413)	$	(904	)  (143)
All other construction		403	23		791	48		234	15		(446	)  (29)		601	41
Real estate construction	$	350	14	$	795	33	$	113	5	$	(3,130	)  (145)	$	(303	)  (15)
(A) – Includes the allowance for loan losses and the allowance for unfunded commitments.
(B) – Includes the provision for loan losses and the provision for unfunded commitments.
(C) – Annualized ratio of net charge offs to average loans by loan type in basis points.

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TABLE 8

Nonperforming Assets

($ in Thousands)

	September 30, 2014			June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013
Nonperforming assets by type:
Commercial and industrial	$	51,143		$	40,846		$	38,488		$	37,719		$	36,105
Commercial real estate - owner occupied		24,340			31,725			26,735			29,664			28,301
Lease financing		1,947			1,541			172			69			99
Commercial and business lending		77,430			74,112			65,395			67,452			64,505
Commercial real estate - investor		25,106			28,135			33,611			37,596			49,841
Real estate construction		8,187			6,988			6,667			6,467			18,670
Commercial real estate lending		33,293			35,123			40,278			44,063			68,511
Total commercial		110,723			109,235			105,673			111,515			133,016
Home equity revolving lines of credit		10,154			10,056			10,356			11,883			11,991
Home equity loans first liens		4,664			4,634			5,341			6,135			6,131
Home equity loans junior liens		6,443			6,183			6,788			7,149			7,321
Home equity		21,261			20,873			22,485			25,167			25,443
Installment and credit cards		653			771			915			1,114			1,269
Residential mortgage		51,501			48,347			48,905			47,632			47,866
Total consumer		73,415			69,991			72,305			73,913			74,578
Total nonaccrual loans (“NALs”)		184,138			179,226			177,978			185,428			207,594
Commercial real estate owned		10,733			9,498			8,224			8,359			10,003
Residential real estate owned		4,676			6,182			6,313			5,217			8,975
Bank properties real estate owned		1,431			2,049			4,636			4,542			6,099
Other real estate owned (“OREO”)		16,840			17,729			19,173			18,118			25,077
Total nonperforming assets (“NPAs”)	$	200,978		$	196,955		$	197,151		$	203,546		$	232,671
Commercial real estate & Real estate construction NALs detail:
Farmland	$	—		$	—		$	—		$	—		$	109
Multi-family		2,518			3,929			3,713			3,782			5,260
Non-owner occupied		22,588			24,206			29,898			33,814			44,472
Commercial real estate - investor	$	25,106		$	28,135		$	33,611		$	37,596		$	49,841
1-4 family construction	$	1,350		$	1,843		$	1,900		$	1,915		$	12,654
All other construction		6,837			5,145			4,767			4,552			6,016
Real estate construction	$	8,187		$	6,988		$	6,667		$	6,467		$	18,670
Accruing loans past due 90 days or more:
Commercial	$	269		$	289		$	16		$	1,199		$	1,198
Consumer		1,421			1,487			707			1,151			865
Total accruing loans past due 90 days or more	$	1,690		$	1,776		$	723		$	2,350		$	2,063
Restructured loans (accruing):
Commercial	$	73,774		$	83,999		$	88,329		$	94,265		$	86,468
Consumer		30,829			30,382			28,595			29,720			30,575
Total restructured loans (accruing)	$	104,603		$	114,381		$	116,924		$	123,985		$	117,043
Nonaccrual restructured loans (included in nonaccrual loans)	$	63,314		$	72,388		$	74,231		$	59,585		$	69,311
Ratios:
Nonaccrual loans to total loans		1.07	%		1.05	%		1.08	%		1.17	%		1.33	%
NPAs to total loans plus OREO		1.17	%		1.15	%		1.20	%		1.28	%		1.49	%
NPAs to total assets		0.78	%		0.77	%		0.79	%		0.84	%		0.98	%
Allowance for loan losses to NALs		144.60	%		151.68	%		150.53	%		144.70	%		130.89	%
Allowance for loan losses to total loans		1.55	%		1.59	%		1.63	%		1.69	%		1.74	%

72

TABLE 8 (continued)

Nonperforming Assets

($ in Thousands)

	September 30, 2014		June 30, 2014		March 31, 2014		December 31, 2013		September 30, 2013
Loans 30-89 days past due by type:
Commercial and industrial	$	3,947	$	2,519	$	4,126	$	6,826	$	6,518
Commercial real estate - owner occupied		2,675		6,323		5,342		3,106		8,505
Lease financing		—		556		567		—		1,000
Commercial and business lending		6,622		9,398		10,035		9,932		16,023
Commercial real estate - investor		15,869		2,994		7,188		23,215		21,747
Real estate construction		399		258		679		1,954		820
Commercial real estate lending		16,268		3,252		7,867		25,169		22,567
Total commercial		22,890		12,650		17,902		35,101		38,590
Home equity revolving lines of credit		6,739		6,986		5,344		6,728		6,318
Home equity loans first liens		1,503		1,685		1,469		1,110		1,376
Home equity loans junior liens		2,496		2,138		3,006		2,842		2,206
Home equity		10,738		10,809		9,819		10,680		9,900
Installment and credit cards		1,818		1,734		1,269		1,150		1,170
Residential mortgage		3,231		7,070		4,498		6,118		6,722
Total consumer		15,787		19,613		15,586		17,948		17,792
Total loans past due 30-89 days	$	38,677	$	32,263	$	33,488	$	53,049	$	56,382
Commercial real estate & Real estate construction loans 30-89 days past due detail:
Farmland	$	—	$	—	$	—	$	—	$	—
Multi-family		—		—		2,524		14,755		216
Non-owner occupied		15,869		2,994		4,664		8,460		21,531
Commercial real estate - investor	$	15,869	$	2,994	$	7,188	$	23,215	$	21,747
1-4 family construction	$	345	$	242	$	327	$	987	$	579
All other construction		54		16		352		967		241
Real estate construction	$	399	$	258	$	679	$	1,954	$	820
Potential problem loans by type:
Commercial and industrial	$	133,416	$	187,251	$	109,027	$	113,669	$	112,947
Commercial real estate - owner occupied		49,008		57,757		64,785		56,789		61,256
Lease financing		3,787		2,280		3,065		1,784		207
Commercial and business lending		186,211		247,288		176,877		172,242		174,410
Commercial real estate - investor		28,474		31,903		34,790		52,429		87,526
Real estate construction		2,227		4,473		4,870		5,263		7,540
Commercial real estate lending		30,701		36,376		39,660		57,692		95,066
Total commercial		216,912		283,664		216,537		229,934		269,476
Home equity revolving lines of credit		224		277		310		303		170
Home equity loans first liens		—		—		—		—		—
Home equity loans junior liens		687		822		741		1,810		2,067
Home equity		911		1,099		1,051		2,113		2,237
Installment and credit cards		4		844		—		50		67
Residential mortgage		2,166		2,445		2,091		3,312		5,342
Total consumer		3,081		4,388		3,142		5,475		7,646
Total potential problem loans	$	219,993	$	288,052	$	219,679	$	235,409	$	277,122

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Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned

Management is committed to a proactive nonaccrual and problem loan identification philosophy. This philosophy is implemented through the ongoing monitoring and review of all pools of risk in the loan portfolio to ensure that problem loans are identified quickly and the risk of loss is minimized. Table 8 provides detailed information regarding nonperforming assets, which include nonaccrual loans and other real estate owned.

Nonaccrual Loans: Nonaccrual loans are considered one indicator of potential future loan losses. Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal payments, unless the loan is well secured and in the process of collection. Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management’s practice to place such loans on nonaccrual status immediately, rather than delaying such action until the loans become 90 days past due. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is reversed, amortization of related deferred loan fees or costs is suspended, and income is recorded only to the extent that interest payments are subsequently received in cash and a determination has been made that the principal and interest balance of the loan is collectible. If collectability of the principal and interest is in doubt, payments received are applied to loan principal.

Nonaccrual loans were $184 million at September 30, 2014, compared to $208 million at September 30, 2013 and $185 million at December 31, 2013. Total nonaccrual loans were down $24 million (11%) since September 30, 2013, and decreased $1 million (1%) from December 31, 2013. The ratio of nonaccrual loans to total loans was 1.07% at September 30, 2014, compared to 1.33% at September 30, 2013 and 1.17% at December 31, 2013. The Corporation’s allowance for loan losses to nonaccrual loans was 145% at September 30, 2014, up from 131% at September 30, 2013 and level compared to 145% at December 31, 2013, respectively.

Accruing Loans Past Due 90 Days or More: Loans past due 90 days or more but still accruing interest are classified as such where the underlying loans are both well secured (the collateral value is sufficient to cover principal and accrued interest) and are in the process of collection. At September 30, 2014, accruing loans 90 days or more past due totaled $2 million, relatively unchanged from both September 30, 2013 and December 31, 2013.

Troubled Debt Restructurings (“Restructured Loans”): Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. The concessions granted generally involve the modification of terms of the loan, such as changes in payment structure or interest rate, which generally would not otherwise be considered. Restructured loans can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Nonaccrual restructured loans are included and treated with all other nonaccrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings, which are considered and accounted for as impaired loans. Generally, restructured loans remain on nonaccrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains on nonaccrual status.

Potential Problem Loans: The level of potential problem loans is another predominant factor in determining the relative level of risk in the loan portfolio and in determining the appropriate level of the allowance for credit losses. Potential problem loans are generally defined by management to include loans rated as substandard by management but that are not considered impaired (i.e., nonaccrual loans and accruing troubled debt restructurings); however, there are circumstances present to create doubt as to the ability of the borrower to comply with present repayment terms. The decision of management to include performing loans in potential problem loans does not necessarily mean that the Corporation expects losses to occur, but that management recognizes a higher degree of risk associated with these loans. The loans that have been reported as potential problem loans are predominantly commercial loans covering a diverse range of businesses and real estate property types. At September 30, 2014, potential problem loans totaled $220 million, compared to $277 million at September 30, 2013 and $235 million at December 31, 2013, respectively.

Other Real Estate Owned: Other real estate owned was $17 million at September 30, 2014, compared to $25 million at September 30, 2013 and $18 million at December 31, 2013, respectively. Write-downs on other real estate owned were $2 million for the first nine months of 2014 and 2013, and $4 million for the full year 2013. Management actively seeks to ensure properties held are monitored to minimize the Corporation’s risk of loss.

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Liquidity

The objective of liquidity management is to ensure that the Corporation has the ability to generate sufficient cash or cash equivalents in a timely and cost-effective manner to satisfy the cash flow requirements of depositors and borrowers and to meet its other commitments as they fall due, including the ability to pay dividends to shareholders, service debt, invest in subsidiaries or acquisitions, and satisfy other operating requirements. In addition to satisfying cash flow requirements in the ordinary course of business, the Corporation actively monitors and manages its liquidity position to ensure sufficient resources are available to meet cash flow requirements in adverse situations.

The Corporation’s internal liquidity management framework includes measurement of several key elements, such as various funding components (i.e., wholesale funds, top funds providers) as a percent of total assets and liquid asset levels. Strong capital ratios, credit quality, and core earnings are essential to maintaining cost-effective access to wholesale funding markets. A downgrade or loss in credit ratings could have an impact on the Corporation’s ability to access wholesale funding at favorable interest rates. In addition to static liquidity measures, the Corporation performs dynamic scenario analysis in accordance with industry best practices. Measures have been established to ensure the Corporation has sufficient high quality short-term liquidity to meet cash flow requirements under stressed scenarios. At September 30, 2014, the Corporation was in compliance with its internal liquidity policies.

While core deposits and loan and investment securities repayments are principal sources of liquidity, funding diversification is another key element of liquidity management. Diversity is achieved by strategically varying depositor type, term, funding market, and instrument. The Parent Company and its subsidiary bank are rated by Moody’s and Standard and Poor’s (“S&P”). Credit ratings by these nationally recognized statistical rating agencies are an important component of the Corporation’s liquidity profile. Credit ratings relate to the Corporation’s ability to issue debt securities and the cost to borrow money, and should not be viewed as an indication of future stock performance or a recommendation to buy, sell, or hold securities. Among other factors, the credit ratings are based on financial strength, credit quality and concentrations in the loan portfolio, the level and volatility of earnings, capital adequacy, the quality of management, the liquidity of the balance sheet, the availability of a significant base of core deposits, and the Corporation’s ability to access a broad array of wholesale funding sources. Adverse changes in these factors could result in a negative change in credit ratings and impact not only the ability to raise funds in the capital markets but also the cost of these funds. Ratings are subject to revision or withdrawal at any time and each rating should be evaluated independently. The senior credit ratings of the Parent Company and its subsidiary bank are displayed below.

	September 30, 2014
	Moody’s		S&P
Bank short-term		P2		—
Bank long-term		A3		BBB+
Corporation short-term		P2		—
Corporation long-term		Baa1		BBB
Outlook		Stable		Stable

The Corporation also has multiple funding sources that could be used to increase liquidity and provide additional financial flexibility. The Parent Company has filed a shelf registration with the SEC under which the Parent Company may, from time to time, offer shares of the Corporation’s common stock in connection with acquisitions of businesses, assets or securities of other companies. The Parent Company has also filed a universal shelf registration statement, under which the Parent Company may offer securities, either separately or in units: debt securities, preferred stock, depositary shares, common stock, and warrants. The Parent Company also has a $200 million commercial paper program, of which, $60 million was outstanding at September 30, 2014.

While dividends and service fees from subsidiaries and proceeds from issuance of capital are primary funding sources for the Parent Company, these sources could be limited or costly (such as by regulation or subject to the capital needs of its subsidiaries or by market appetite for bank holding company stock). The Parent Company received dividends of $135 million during the first nine months of 2014 from subsidiaries.

The Bank has established federal funds lines with counterparty banks and has the ability to borrow from the Federal Home Loan Bank ($3.1 billion of Federal Home Loan Bank advances were outstanding at September 30, 2014). The Bank also has significant excess loan and investment securities collateral which could be pledged to secure additional deposits or to counterparty banks, the Federal Home Loan Bank or other parties as necessary. Associated Bank may also issue institutional certificates of deposit, network transaction deposits, and brokered certificates of deposit.

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Investment securities are an important tool to the Corporation’s liquidity objective. As of September 30, 2014, the majority of investment securities are classified as available for sale, with only a portion of municipal securities (approximately $300 million) classified as held to maturity. Of the $5.6 billion investment securities portfolio at September 30, 2014, a portion of these securities were pledged to secure collateralized deposits and repurchase agreements and for other purposes as required or permitted by law. The majority of the remaining investment securities of $2.4 billion could be pledged or sold to enhance liquidity, if necessary.

For the nine months ended September 30, 2014, net cash provided by operating activities and financing activities was $131 million and $1.3 billion, respectively, while net cash used in investing activities was $1.5 billion, for a net decrease in cash and cash equivalents of $128 million since year-end 2013. During the first nine months of 2014 assets increased $1.4 billion, including a $1.3 billion increase in loans and a $222 million increase in investment securities. On the funding side, deposits increased $934 million and short-term funding increased $689 million, while long-term funding decreased $156 million. The net increase in assets was used to fund $163 million of common stock repurchases and $47 million of cash dividends to the Corporation’s stockholders (common and preferred stock).

For the nine months ended September 30, 2013, net cash provided by operating activities and financing activities was $371 million and $160 million, respectively, while net cash used in investing activities was $440 million, for a net increase in cash and cash equivalents of $91 million since year-end 2012. During the first nine months of 2013, loans increased $175 million and loans held for sale decreased $159 million, while investment securities were relatively flat (down $2 million). On the funding side, deposits increased $1.4 billion, while short-term funding decreased $700 million and long-term funding decreased $401 million. The net increase in funding during 2013 was used to fund $93 million of common stock repurchases and $44 million of cash dividends to the Corporation’s stockholders (common and preferred stock).

Quantitative and Qualitative Disclosures about Market Risk

Market risk and interest rate risk are managed centrally. Market risk is the potential for loss arising from adverse changes in the fair value of fixed income securities, equity securities, other earning assets and derivative financial instruments as a result of changes in interest rates or other factors. Interest rate risk is the potential for reduced net interest income resulting from adverse changes in the level of interest rates. As a financial institution that engages in transactions involving an array of financial products, the Corporation is exposed to both market risk and interest rate risk. In addition to market risk, interest rate risk is measured and managed through a number of methods. The Corporation uses financial modeling simulation techniques that measure the sensitivity of future earnings due to changing rate environments to measure interest rate risk.

Policies established by the Corporation’s Asset / Liability Committee (“ALCO”) and approved by the Board of Directors are intended to manage these risks. The Board has delegated day-to-day responsibility for managing market and interest rate risk to ALCO. The primary objectives of market risk management is to minimize any adverse effect that changes in market risk factors may have on net interest income and to offset the risk of price changes for certain assets recorded at fair value.

Interest Rate Risk

In order to measure earnings sensitivity to changing market interest rates, the Corporation uses a simulation model to measure the impact of various interest rate shocks and other yield curve scenarios on earnings and the fair value of the financial assets and liabilities of the Corporation. The Corporation compares earnings between a static balance sheet scenario and balance sheets with projected growth scenarios to quantify the potential impact on such earnings of various balance sheet management and business strategies.

Simulation of earnings: Determining the sensitivity of short-term future earnings is accomplished through the use of simulation modeling. Assumptions involving projected balance sheet growth, market spreads, loan and deposit rates, prepayments of rate-sensitive instruments, and the cash flows from maturing assets and liabilities are incorporated in these simulation analyses. These analyses are designed to project net interest income based on various interest rate scenarios, compared to a baseline scenario. The

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Corporation runs numerous scenarios including instantaneous and gradual changes to market interest rates, yield curve slope changes, deposit rate sensitivities, and prepayment sensitivities. It then compares such scenarios to the baseline scenario to quantify its earnings sensitivity.

The resulting simulations for September 30, 2014, and December 31, 2013 projected that net interest income would increase by approximately 0.9% and 0.4%, respectively, if rates rose instantaneously by a 100 bp shock and projected that net interest income would increase by approximately 2.1% and 0.9%, respectively, if rates rose instantaneously by a 200 bp shock. As of September 30, 2014, the simulations of earnings results were within the limits of the Corporation’s interest rate risk policy.

Market value of equity: The Corporation uses the market value of equity as a measure to quantify market risk from the impact of interest rates. The market value of equity is the fair value of assets, liabilities, and off-balance sheet financial instruments derived from the present value of the future cash flows. While the net interest income simulation model highlights exposures over a short time horizon, the market value of equity incorporates all cash flows over all of the balance sheet and derivative positions.

These results are based on multiple path simulations using an interest rate simulation model calibrated to market traded instruments. Sensitivities are measured assuming several factors including immediate and sustained parallel and non-parallel changes in market rates, yield curves and rate indexes. These factors quantify yield curve risk, basis risk, options risk, repricing mismatch risk, and market spread risk. The results are considered to be conservative estimates due to the fact that no management action to mitigate potential income variances is included within the simulation assumption set. These potentially mitigating factors include future balance sheet growth, changes in yield curve relationships, and changing product spreads. As of September 30, 2014, the projected changes for the market value of equity were within the limits of the Corporation’s interest rate risk policy.

Contractual Obligations, Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities

The Corporation utilizes a variety of financial instruments in the normal course of business to meet the financial needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments include lending-related commitments and derivative instruments. A discussion of the Corporation’s derivative instruments at September 30, 2014, is included in Note 10, “Derivative and Hedging Activities,” of the notes to consolidated financial statements. A discussion of the Corporation’s lending-related commitments is included in Note 12, “Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities,” of the notes to consolidated financial statements. See also Note 8, “Short and Long-Term Funding,” of the notes to consolidated financial statements for additional information on the Corporation’s short-term and long-term funding.

Table 9 summarizes significant contractual obligations and other commitments at September 30, 2014, at those amounts contractually due to the recipient, including any premiums or discounts, hedge basis adjustments, or other similar carrying value adjustments.

TABLE 9: Contractual Obligations and Other Commitments
	One Year or Less		One to Three Years		Three to Five Years		Over Five Years		Total
	($ in Thousands)
Time deposits	$	949,273	$	370,001	$	192,321	$	1,771	$	1,513,366
Short-term funding		1,430,180		—		—		—		1,430,180
Long-term funding		—		431,331		2,500,034		182		2,931,547
Operating leases		10,699		21,505		17,759		33,206		83,169
Commitments to extend credit		3,417,726		1,717,583		1,599,889		113,557		6,848,755
Total	$	5,807,878	$	2,540,420	$	4,310,003	$	148,716	$	12,807,017

Capital

Stockholders’ equity at September 30, 2014 was $2.9 billion, down slightly ($22 million) from December 31, 2013. At September 30, 2014, stockholders’ equity included $2 million of accumulated other comprehensive loss compared to $24 million of accumulated other comprehensive loss at December 31, 2013. Cash dividends of $0.27 per share were paid in the first nine months of 2014 and $0.24 per share were paid in the first nine months of 2013. The ratio of total stockholders’ equity to assets was 11.19% and 11.93% at September 30, 2014 and December 31, 2013, respectively.

During the first nine months of 2014, 9.0 million shares were repurchased for $159 million (or an average cost per common share of $17.76), of which, approximately 3.1 million shares were returned to authorized but unissued shares and the remaining shares were

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added to treasury stock. For the full year 2013, 7.7 million shares were repurchased for $120 million (or an average cost per common share of $15.57), all of which were added to treasury stock. The Corporation also repurchased shares for minimum tax withholding settlements on equity compensation totaling approximately $4 million (221,243 shares at an average cost per common share of $16.47) during the first nine months of 2014, compared to repurchases of shares for minimum tax withholding settlements on equity compensation totaling approximately $3 million (239,215 shares at an average cost per common share of $14.00) for the full year 2013. At September 30, 2014, the Corporation had approximately $55 million remaining under repurchase authorizations previously approved by the Board of Directors. See section “Recent Developments” for additional information on the October 2014 common stock repurchases and the October 2014 Board of Directors share repurchase authorization. See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds,” for additional information on the shares repurchased during the third quarter of 2014. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.

Management actively reviews capital strategies for the Corporation and each of its subsidiaries in light of perceived business risks, future growth opportunities, industry standards, and compliance with regulatory requirements. The assessment of overall capital adequacy depends on a variety of factors, including asset quality, liquidity, stability of earnings, changing competitive forces, economic condition in markets served, and strength of management. The capital ratios of the Corporation and its banking affiliate were in excess of regulatory minimum requirements. The Corporation’s capital ratios are summarized in Table 10.

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TABLE 10

Capital Ratios

(In Thousands, except per share data)

	Quarter Ended
	September 30, 2014			June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013
Total stockholders’ equity	$	2,869,578		$	2,929,946		$	2,901,024		$	2,891,290		$	2,872,282
Tangible stockholders’ equity(1)		1,932,198			1,991,576			1,961,663			1,950,938			1,930,919
Tier 1 capital(2)		1,933,923			1,980,675			1,973,240			1,975,182			1,966,797
Tier 1 common equity(3)		1,872,899			1,919,651			1,912,083			1,913,320			1,904,060
Tangible common equity(1)		1,871,174			1,930,552			1,900,505			1,889,076			1,868,182
Total risk-based capital(2)		2,160,143			2,205,423			2,187,637			2,184,884			2,198,219
Tangible assets(1)		24,716,442			24,789,416			23,866,836			23,286,568			22,747,312
Risk weighted assets(2)		18,031,157			17,911,201			17,075,004			16,694,148			16,358,823
Market capitalization		2,695,623			2,883,398			2,907,877			2,829,640			2,545,053
Book value per common share	$	18.15		$	17.99		$	17.64		$	17.40		$	17.10
Tangible book value per common share		12.09			12.11			11.80			11.62			11.37
Cash dividend per common share		0.09			0.09			0.09			0.09			0.08
Stock price at end of period		17.42			18.08			18.06			17.40			15.49
Low closing price for the period		17.42			16.82			15.58			15.34			15.29
High closing price for the period		18.90			18.39			18.35			17.56			17.60
Total stockholders’ equity / assets		11.19	%		11.39	%		11.69	%		11.93	%		12.13	%
Tangible common equity / tangible assets (1)		7.57			7.79			7.96			8.11			8.21
Tangible stockholders’ equity / tangible assets (1)		7.82			8.03			8.22			8.38			8.49
Tier 1 common equity / risk-weighted assets (3)		10.39			10.72			11.20			11.46			11.64
Tier 1 leverage ratio(2)		7.87			8.26			8.46			8.70			8.76
Tier 1 risk-based capital ratio(2)		10.73			11.06			11.56			11.83			12.02
Total risk-based capital ratio(2)		11.98			12.31			12.81			13.09			13.44
Common shares outstanding (period end)		154,743			159,480			161,012			162,623			164,303
Basic common shares outstanding (average)		155,925			159,940			161,467			162,611			164,954
Diluted common shares outstanding (average)		156,991			160,838			162,188			163,235			165,443

(1) Tangible stockholders’ equity, tangible common equity, and tangible assets are non-GAAP financial measures. Additionally, any ratios utilizing these financial measures are non-GAAP measures. These financial measures have been included as they are considered to be critical metrics with which to analyze and evaluate financial condition and capital strength. Tangible stockholders’ equity is defined as stockholders’ equity excluding goodwill and other intangible assets. Tangible common equity is defined as common stockholders’ equity excluding goodwill and other intangible assets. Tangible assets is defined as total assets excluding goodwill and other intangible assets.

(2) The FRB establishes capital adequacy requirements, including well-capitalized standards for the Corporation. The OCC establishes similar capital adequacy requirements and standards for the Bank. Regulatory capital primarily consists of Tier 1 risk-based capital and Tier 2 risk-based capital. The sum of Tier 1 risk-based capital and Tier 2 risk-based capital equals our total risk-based capital. Risk-based capital guidelines require a minimum level of capital as a percentage of risk-weighted assets. Risk-weighted assets consist of total assets plus certain off-balance sheet and market items, subject to adjustment for predefined credit risk factors.

(3) Tier 1 common equity, a non-GAAP financial measure, is used by banking regulators, investors and analysts to assess and compare the quality and composition of our capital with the capital of other financial services companies. Management uses Tier 1 common equity, along with other capital measures, to assess and monitor our capital position. Tier 1 common equity is defined as Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities.

Comparable Third Quarter Results

The Corporation recorded net income of $50 million for the three months ended September 30, 2014, compared to net income of $46 million for the three months ended September 30, 2013. Net income available to common equity was $49 million for the three months ended September 30, 2014, or net income of $0.31 for both basic and diluted earnings per common share. Comparatively, net income available to common equity for the three months ended September 30, 2013, was $44 million, or net income of $0.27 for both basic and diluted earnings per common share (see Table 1).

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Taxable equivalent net interest income for the third quarter of 2014 was $178 million, $12 million higher than the third quarter of 2013 (see Table 2). Changes in the balance sheet volume and mix increased taxable equivalent net interest income by $12 million, while changes in the rate environment remained relatively level. The Federal funds target rate was unchanged for both the third quarter of 2014 and the third quarter of 2013. The net interest margin between the comparable quarters was down 7 bp, to 3.06% in the third quarter of 2014. Average earning assets increased $2.1 billion to $23.1 billion in the third quarter of 2014, with average loans up $1.4 billion (predominantly in commercial loans) and investments and other short-term investments up $641 million (predominantly in mortgage related securities). On the funding side, average short and long-term funding was up $1.9 billion (primarily long-term FHLB advances), while average interest-bearing deposits were up $288 million (primarily interest-bearing demand deposits).

Credit quality continued to improve with nonaccrual loans declining to $184 million (1.07% of total loans) at September 30, 2014, compared to $208 million (1.33% of total loans) at September 30, 2013 (see Table 8). Compared to the third quarter of 2013, potential problem loans were down 21% to $220 million. The provision for credit losses was $1 million, up $2 million compared to the third quarter of 2013 (see Table 7). Annualized net charge offs represented 0.06% of average loans for the third quarter of 2014 compared to 0.14% for the third quarter of 2013. The allowance for loan losses to loans at September 30, 2014 was 1.55%, compared to 1.74% at September 30, 2013. See discussion under sections, “Provision for Credit Losses,” “Allowance for Credit Losses,” and “Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned.”

Noninterest income for the third quarter of 2014 increased $4 million (6%) to $75 million versus the third quarter of 2013. Core fee-based revenue decreased $3 million primarily in insurance commissions due to a $4 million reserve established for remediation on legacy debt protection products. Net mortgage banking income was $7 million, up $3 million from the third quarter of 2013, predominantly due to an increase in the gain on sales of mortgage loans. Net asset gains increased $3 million, primarily due to two corporate real estate gains during the third quarter of 2014.

On a comparable quarter basis, noninterest expense increased $7 million (4%) to $172 million in the third quarter of 2014. FDIC expense increased $2 million (44%) from the third quarter of 2013 reflecting the growth in risk-weighted assets. Business development and advertising expenses increased $2 million (26%) from the third quarter of 2013 as the Corporation increased advertising related to our fall marketing campaign. Technology increased $1 million as we continue to invest in solutions that will drive operational efficiency. Losses other than loans increased $1 million mainly due to a more favorable than expected resolution of a litigation matter in the third quarter of 2013. All remaining noninterest expense categories on a combined basis were relatively unchanged (up 0.4%) compared to the third quarter of 2013.

For the third quarter of 2014, the Corporation recognized income tax expense of $24 million, compared to income tax expense of $21 million for the third quarter of 2013. The effective tax rate was 32.77% and 31.91% for the third quarter of 2014 and the third quarter of 2013, respectively.

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TABLE 11

Selected Quarterly Information

($ in Thousands)

	Quarter Ended
	September 30, 2014			June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013
Summary of Operations:
Net interest income	$	172,630		$	168,703		$	164,973		$	167,199		$	160,509
Provision for credit losses		1,000			5,000			5,000			2,300			(800	)
Noninterest income
Trust service fees		12,218			12,017			11,711			11,938			11,380
Service charges on deposit accounts		17,961			17,412			16,400			17,330			18,407
Card-based and other nondeposit fees		12,407			12,577			12,509			12,684			12,688
Insurance commissions		7,860			13,651			12,317			11,274			11,356
Brokerage and annuity commissions		4,040			4,520			4,033			3,881			3,792
Core fee-based revenue		54,486			60,177			56,970			57,107			57,623
Mortgage banking, net		6,669			5,362			6,361			8,277			3,542
Capital market fees, net		2,939			2,099			2,322			2,771			2,652
BOLI income		3,506			3,011			4,320			2,787			2,817
Asset gains, net		4,934			899			728			2,687			1,934
Investment securities gains (losses), net		57			34			378			(18	)		248
Other		2,317			665			2,442			2,262			2,100
Total noninterest income		74,908			72,247			73,521			75,873			70,916
Noninterest expense
Personnel expense		97,650			97,793			97,698			101,215			98,102
Occupancy		13,743			13,785			15,560			14,684			14,758
Equipment		6,133			6,227			6,276			6,509			6,213
Technology		13,573			14,594			12,724			12,963			12,323
Business development and advertising		7,467			5,077			5,062			7,834			5,947
Other intangible asset amortization		990			991			991			1,011			1,010
Loan expense		3,813			3,620			2,787			3,677			3,157
Legal and professional fees		4,604			4,436			4,188			5,916			3,482
Losses other than loans		677			381			544			1,559			(600	)
Foreclosure / OREO expense		2,083			1,575			1,896			2,829			2,515
FDIC expense		6,859			4,945			5,001			4,879			4,755
Other		14,261			14,501			14,931			16,091			13,509
Total noninterest expense		171,853			167,925			167,658			179,167			165,171
Income tax expense		24,478			21,660			20,637			13,847			21,396
Net income		50,207			46,365			45,199			47,758			45,658
Preferred stock dividends		1,255			1,278			1,244			1,273			1,285
Net income available to common equity	$	48,952		$	45,087		$	43,955		$	46,485		$	44,373
Taxable equivalent net interest income	$	177,568		$	173,360		$	169,629		$	172,237		$	165,457
Net interest margin		3.06	%		3.08	%		3.12	%		3.23	%		3.13	%
Effective tax rate		32.77	%		31.84	%		31.35	%		22.48	%		31.91	%
Average Balances:
Assets	$	25,472,052		$	24,858,072		$	24,213,213		$	23,558,725		$	23,313,577
Earning assets		23,096,717			22,537,515			21,892,503			21,242,065			21,039,467
Interest-bearing liabilities		18,158,989			17,711,534			16,962,190			16,135,174			16,010,930
Loans		17,140,961			16,646,389			16,164,617			15,748,284			15,724,365
Deposits		17,873,378			17,172,832			16,990,272			17,881,531			17,609,819
Short and long-term funding		4,525,265			4,612,012			4,138,223			2,606,958			2,665,415
Stockholders’ equity	$	2,876,079		$	2,891,118		$	2,888,768		$	2,872,638		$	2,862,890

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Sequential Quarter Results

The Corporation recorded net income of $50 million for the three months ended September 30, 2014, compared to net income of $46 million for the three months ended June 30, 2014. Net income available to common equity was $49 million for the third quarter of 2014, or net income of $0.31 for both basic and diluted earnings per common share. Comparatively, net income available to common equity for the second quarter of 2014, was $45 million, or net income of $0.28 for both basic and diluted earnings per common share (see Table 1).

Taxable equivalent net interest income for the third quarter of 2014 was $178 million, $5 million higher than the second quarter of 2014, as changes in the balance sheet volume and mix increased taxable equivalent net interest income by $5 million. The Federal funds target rate was unchanged for both quarters. The net interest margin in the third quarter of 2014 was down 2 bp, to 3.06%. Average earning assets increased $559 million to $23.1 billion in the third quarter of 2014, with average loans up $495 million (predominantly in commercial and residential mortgage loans) and average investments and other short-term investments up $64 million (primarily in municipal securities and interest bearing deposits in other banks partially offset by decreases in residential mortgage-related and asset back securities). On the funding side, average short and long-term funding was down $87 million (primarily short-term FHLB advances), while average interest-bearing deposits were up $534 million (primarily money market and interest-bearing demand deposits).

Nonaccrual loans were up slightly, to $184 million (1.07% of total loans) at September 30, 2014, compared to $179 million (1.05% of total loans) at June 30, 2014 (see Table 8). Potential problem loans decreased to $220 million, down $68 million from the second quarter of 2014. The provision for credit losses for the third quarter of 2014 was $1 million, down $4 million compared to the second quarter of 2014 (see Table 7). Annualized net charge offs represented 0.06% of average loans for the second and third quarter of 2014. The allowance for loan losses to loans at September 30, 2014 was 1.55%, compared to 1.59% at June 30, 2014 (see Table 8). See discussion under sections, “Provision for Credit Losses,” “Allowance for Credit Losses,” and “Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned.”

Noninterest income for the third quarter of 2014 increased $3 million (4%) to $75 million versus the second quarter of 2014. Core fee-based revenue decreased $6 million (10%) from the second quarter of 2014, primarily due to a $6 million decrease in insurance commissions. Insurance commissions declined from the second quarter of 2014, primarily due to a $4 million reserve established for remediation on legacy debt protection products. Net mortgage banking income was $7 million, up $1 million (24%) from the second quarter of 2014, predominantly due to an increase in the gain on sales of mortgage loans. Net asset gains increased $4 million, primarily due to two corporate real estate gains during the third quarter of 2014. Other income increased $2 million from the second quarter of 2014 primarily due to one-time charges related to some customer reimbursements paid in the second quarter of 2014.

On a sequential quarter basis, noninterest expense increased $4 million (2%) to $172 million. Business development and advertising expenses increased $2 million (47%) from second quarter of 2014 as the Corporation increased advertising related to our fall marketing campaign. FDIC expense increased $2 million (39%) from the second quarter of 2014 reflecting the growth in risk-weighted assets. All remaining noninterest expense categories on a combined basis were relatively unchanged (down 0.2%) compared to the second quarter of 2014.

For the third quarter of 2014, the Corporation recognized income tax expense of $24 million, compared to income tax expense of $22 million for the second quarter of 2014. The effective tax rate was 32.77% and 31.84% for the third quarter of 2014 and the second quarter of 2014, respectively.

Future Accounting Pronouncements

New accounting policies adopted by the Corporation are discussed in Note 2, “New Accounting Pronouncements Adopted,” of the notes to consolidated financial statements. The expected impact of accounting pronouncements recently issued or proposed but not yet required to be adopted are discussed below. To the extent the adoption of new accounting standards materially affects the Corporation’s financial condition, results of operations, or liquidity, the impacts are discussed in the applicable sections of this financial review and the notes to the consolidated financial statements.

In August 2014, the FASB issued an amendment to clarify how creditors are to classify certain government-guaranteed mortgage loans upon foreclosure. This amendment requires that a mortgage loan be derecognized and a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) The loan has a government guarantee that is not separate from the loan before foreclosure and (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under the claim and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. This

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amendment is effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to foreclosures that occur after the date of adoption or (b) modified retrospective transition using a cumulative-effect adjustment (through a reclassification to a separate other receivable) as of the beginning of the annual period of adoption. Prior periods should not be adjusted. The Corporation intends to adopt the accounting standard during the first quarter of 2015, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In June 2014, the FASB issued an amendment to the stock compensation accounting guidance to clarify that a performance target that affects vesting of a share-based payment and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. This amendment is effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In June 2014, the FASB issued an amendment to clarify the current accounting and disclosures for certain repurchase agreements. The amendments in this Update require two accounting changes: (1) change the accounting for repurchase-to-maturity transactions to secured borrowing accounting and (2) require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The amendments in this Update also require additional disclosures for certain transactions on the transfer of financial assets, as well as new disclosures for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions that are accounted for as secured borrowings. This amendment is effective for public business entities for the first interim or annual period beginning after December 15, 2014. Early application is prohibited. The Corporation intends to adopt the accounting standard during the first quarter of 2015, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In May 2014, the FASB issued an amendment to clarify the principles for recognizing revenue and to develop a common revenue standard. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” In applying the revenue model to contracts within its scope, an entity should apply the following steps: (1) Identify the contract(s) with a customer, (2) Identify the performance obligations in the contract, (3) Determine the transaction price, (4) Allocate the transaction price to the performance obligations in the contract, and (5) Recognize revenue when (or as) the entity satisfies a performance obligation. The standard applies to all contracts with customers except those that are within the scope of other topics in the FASB Codification. The standard also requires significantly expanded disclosures about revenue recognition. The amendment is effective for annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods). Early application is not permitted. The Corporation intends to adopt the accounting standard during the first quarter of 2017, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In January 2014, the FASB issued an amendment to clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar agreement. In addition, the amendments require interim and annual disclosure of both the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure in accordance with local requirements of the applicable jurisdiction. This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. An entity can elect to adopt the amendments using either a modified retrospective method or a prospective transition method. Early adoption is permitted. The Corporation intends to adopt the accounting standard during the first quarter of 2015, as required, with no expected material impact on its results of operations, financial position, or liquidity.

In January 2014, the FASB issued an amendment which permits reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax

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expense (benefit). For those investments in qualified affordable housing projects not accounted for using the proportional method, the investment should be accounted for as an equity method investment or a cost method investment. The decision to apply the proportional amortization method of accounting is an accounting policy decision that should be applied consistently to all qualifying affordable housing project investments rather than a decision to be applied to individual investments. This amendment should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments. This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Corporation intends to adopt the accounting standard during the first quarter of 2015, as required, with no expected material impact on its results of operations, financial position, or liquidity.

Recent Developments

On October 28, 2014, the Board of Directors declared a regular quarterly cash dividend of $0.10 per common share, payable on December 15, 2014, to shareholders of record at the close of business on December 1, 2014. This is an increase of $0.01 from the previous quarterly cash dividend. The Board of Directors also declared a regular quarterly cash dividend of $0.50 per depositary share on Associated Banc-Corp’s 8.00% Series B Perpetual Preferred Stock payable on December 15, 2014, to shareholders of record at the close of business on December 1, 2014. These cash dividends have not been reflected in the accompanying consolidated financial statements.

On October 28, 2014, the Board of Directors authorized the repurchase of up to $120 million of the Corporation’s common stock. This repurchase authorization is in addition to the previously authorized common stock repurchase program announced on March 18, 2014. There remains approximately $55 million under the previous authorization, or approximately $175 million in the aggregate. Repurchases under such programs are subject to regulatory limitations and may occur from time to time in open market purchases, block transactions, accelerated share repurchase programs or similar facilities.

On October 29, 2014, the Corporation repurchased approximately 3 million shares of common stock for $50 million under an accelerated share repurchase program. After these common stock repurchases, the Corporation has approximately $125 million remaining under repurchase authorizations previously approved by the Board of Directors.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Information required by this item is set forth in Item 2 under the captions “Quantitative and Qualitative Disclosures about Market Risk” and “Interest Rate Risk.”

ITEM 4. Controls and Procedures

The Corporation maintains disclosure controls and procedures as required under Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Corporation’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of September 30, 2014, the Corporation’s management carried out an evaluation, under the supervision and with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on the foregoing, its Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures were effective as of September 30, 2014. No changes were made to the Corporation’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act of 1934) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

A lawsuit, R.J. ZAYED v. Associated Bank, N.A., was filed in the United States District Court for the District of Minnesota on January 29, 2013. The lawsuit relates to a Ponzi scheme perpetrated by Oxford Global Partners and related entities (“Oxford”) and individuals and was brought by the receiver for Oxford. Oxford was a depository customer of the Bank. The lawsuit claims that the Bank is liable for failing to uncover the Oxford Ponzi scheme, and specifically alleges the Bank aided and abetted (1) the fraudulent scheme; (2) a breach of fiduciary duty; (3) conversion; and (4) false representations and omissions. The lawsuit seeks unspecified consequential and punitive damages. The District Court granted the Bank’s motion to dismiss the complaint on September 30, 2013, and the plaintiff has appealed such dismissal to the U.S. Court of Appeals for the Eighth Circuit. It is not possible for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss at this time. A lawsuit by investors in the same Ponzi scheme, Herman Grad, et al v. Associated Bank, N.A., brought in Brown County, Wisconsin in October 2009 was dismissed by the circuit court, and the dismissal was affirmed by the Wisconsin Court of Appeals in June 2011 in an unpublished opinion.

A purported class action lawsuit, Wanda Boone v. Associated Banc-Corp, was filed on April 10, 2014 in the United States District Court for the Eastern District of Wisconsin. The lawsuit claimed that loan coordinators employed by the Bank were not compensated for all hours worked, including the payment of overtime, in violation of the Fair Labor Standards Act of 1938 and Wisconsin wage laws. On July 30, 2014, the case was dismissed with prejudice. As part of the resolution of this matter, the Corporation made an immaterial payment to the plaintiff.

The OCC and the Department of Housing and Urban Development (HUD) are examining the Bank’s compliance with fair housing laws, particularly from the period 2008-2011. The Corporation believes it has been in compliance in all material respects with all applicable laws and regulations related to fair housing. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to such examinations by the OCC and HUD.

During the last year, the Corporation has reviewed a variety of legacy products provided by third parties, including debt protection and identity protection products. In connection with this review, the Corporation has made, and plans to make, remediation payments to affected customers and former customers. See Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections “Noninterest Income,” “Comparable Third Quarter Results,” and “Sequential Quarter Results,” for additional information. These types of products have recently received increased regulatory scrutiny, and it is possible that regulatory authorities could bring enforcement actions, including civil money penalties, or take other actions against the Corporation in regard to these legacy products. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to this matter.

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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Following are the Corporation’s monthly common stock purchases during the third quarter of 2014. For a detailed discussion of the common stock repurchase authorizations and repurchases during the period, see section “Capital” included under Part I Item 2 of this document.

Period	Total Number of Shares Purchased(a)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans		Maximum Number of Shares that May Yet Be Purchased Under the Plan(b)
July 1, 2014 - July 31, 2014		4,736,608	$	18.17		4,736,608		—
August 1, 2014 - August 31, 2014		—		—		—		—
September 1, 2014 -September 30, 2014		217,191		18.17		217,191		—
Total		4,953,799	$	18.17		4,953,799		3,209,068

(a) During the third quarter of 2014, the Corporation repurchased 5,343 shares for minimum tax withholding settlements on equity compensation. These purchases are not included in the monthly common stock purchases table above and do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.

(b) On March 18, 2014, the Board of Directors authorized the repurchase of $120 million of common stock, of which approximately $55 million remained available to repurchase as of September 30, 2014. Using the closing stock price on September 30, 2014 of $17.42, a total of approximately 3.2 million common shares remained available to be repurchased under the authorization as of September 30, 2014. This amount excludes the fact that on October 28, 2014, the Board of Directors also authorized the repurchase of up to an additional $120 million, which is in addition to the $55 million remaining under the March 2014 common stock repurchase authorization. See section, “Recent Developments,” in Part I, Item 2 for additional information on the October 28, 2014 repurchase authorization.

ITEM 6. Exhibits

(a) Exhibits:

Exhibit (11), Statement regarding computation of per-share earnings. See Note 3 of the notes to consolidated financial statements in Part I Item 1.

Exhibit (31.1), Certification Under Section 302 of Sarbanes-Oxley by Philip B. Flynn, Chief Executive Officer.

Exhibit (31.2), Certification Under Section 302 of Sarbanes-Oxley by Christopher J. Del Moral-Niles, Chief Financial Officer.

Exhibit (32), Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of Sarbanes-Oxley.

Exhibit (101), Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Income, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited Consolidated Statements of Changes in Stockholders’ Equity, (v) Unaudited Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASSOCIATED BANC-CORP
	(Registrant)
Date: October 31, 2014	/s/ Philip B. Flynn
	Philip B. Flynn
	President and Chief Executive Officer
Date: October 31, 2014	/s/ Christopher J. Del Moral-Niles
	Christopher J. Del Moral-Niles
	Chief Financial Officer and Principal Accounting Officer

87

EX-31.1

EXHIBIT 31.1

CERTIFICATION UNDER SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

CERTIFICATIONS

I, Philip B. Flynn, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Associated Banc-Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2014	/s/ Philip B. Flynn
	Philip B. Flynn
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION UNDER SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

CERTIFICATIONS

I, Christopher J. Del Moral-Niles, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Associated Banc-Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2014	/s/ Christopher J. Del Moral-Niles
	Christopher J. Del Moral-Niles
	Chief Financial Officer and Principal Accounting Officer

EX-32

EXHIBIT 32

Certification by the Chief Executive Officer and Chief Financial

Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Associated Banc-Corp, a Wisconsin corporation (the “Company”), does hereby certify that:

1. The accompanying Quarterly Report of the Company on Form 10-Q for the quarter ended September 30, 2014 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 /s/ Philip B. Flynn

Philip B. Flynn

Chief Executive Officer

October 31, 2014

 /s/ Christopher J. Del Moral-Niles

Christopher J. Del Moral-Niles

Chief Financial Officer

October 31, 2014

XML

Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Calculations for basic and diluted earnings per common share
Net income	$ 50,207	$ 45,658	$ 141,771	$ 140,934
Preferred stock dividends and discount accretion	(1,255)	(1,285)	(3,777)	(3,885)
Net income available to common equity	48,952	44,373	137,994	137,049
Common shareholder dividends	(13,983)	(13,167)	(42,864)	(39,849)
Unvested share-based payment awards	(140)	(100)	(435)	(374)
Undistributed earnings	34,829	31,106	94,695	96,826
Undistributed earnings allocated to common shareholders	34,481	30,873	93,862	96,112
Undistributed earnings allocated to unvested share-based payment awards	348	233	833	714
Undistributed earnings	34,829	31,106	94,695	96,826
Basic
Distributed earnings to common shareholders	13,983	13,167	42,864	39,849
Undistributed earnings allocated to common shareholders	34,481	30,873	93,862	96,112
Total common shareholders earnings, basic	48,464	44,040	136,726	135,961
Diluted
Distributed earnings to common shareholders	13,983	13,167	42,864	39,849
Undistributed earnings allocated to common shareholders	34,481	30,873	93,862	96,112
Total common shareholders earnings, diluted	$ 48,464	$ 44,040	$ 136,726	$ 135,961
Weighted average common shares outstanding	155,925,000	164,954,000	159,090,000	166,586,000
Effect of dilutive common stock awards	1,066,000	489,000	903,000	174,000
Diluted weighted average common shares outstanding	156,991,000	165,443,000	159,993,000	166,760,000
Basic earnings per common share	$ 0.31	$ 0.27	$ 0.86	$ 0.82
Diluted earnings per common share	$ 0.31	$ 0.27	$ 0.85	$ 0.82
Earnings Per Share (Textuals) [Abstract]
Number of antidilutive stock options excluded from the computation of diluted earnings per share	2,000,000	3,000,000	3,000,000	3,000,000

XML

Loans, Allowance for Loan Losses, and Credit Quality Changes in the Allowance for Loan Losses by Portfolio Segment (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Changes in the allowance for loan losses by portfolio segment
Loans and Leases Receivable, Allowance, Beginning Balance	$ 268,315	$ 297,409
Provision for loan losses	8,500	10,000
Charge offs	(35,318)	(88,061)
Recoveries	24,765	48,967
Loans and Leases Receivable, Allowance, Ending Balance	266,262	268,315
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	19,981	13,637
Ending balance impaired loans collectively evaluated for impairment	33,770	38,238
Total Impaired Loans, Related Allowance	53,751	51,875
Ending balance all other loans collectively evaluated for impairment	212,511	216,440
Loans and Leases Receivable, Allowance, Total	266,262	268,315
Loans [Abstract]
Ending balance impaired loans individually evaluated for impairment	103,752	101,686
Ending balance impaired loans collectively evaluated for impairment	184,989	207,727
Total Impaired Loans, Recorded Investment	288,741	309,413
Ending balance all other loans collectively evaluated for impairment	16,870,349	15,586,848
Total loans	17,159,090	15,896,261
Commercial and Industrial Portfolio Segment [Member]
Changes in the allowance for loan losses by portfolio segment
Loans and Leases Receivable, Allowance, Beginning Balance	104,501	97,852
Provision for loan losses	18,700	12,930
Charge offs	(11,421)	(35,146)
Recoveries	9,501	28,865
Loans and Leases Receivable, Allowance, Ending Balance	121,281	104,501
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	14,006	7,994
Ending balance impaired loans collectively evaluated for impairment	3,590	3,923
Total Impaired Loans, Related Allowance	17,596	11,917
Ending balance all other loans collectively evaluated for impairment	103,685	92,584
Loans and Leases Receivable, Allowance, Total	121,281	104,501
Loans [Abstract]
Ending balance impaired loans individually evaluated for impairment	45,242	29,343
Ending balance impaired loans collectively evaluated for impairment	42,856	40,893
Total Impaired Loans, Recorded Investment	88,098	70,236
Ending balance all other loans collectively evaluated for impairment	5,515,801	4,752,444
Total loans	5,603,899	4,822,680
Commercial Real Estate Owner Occupied Portfolio [Member]
Changes in the allowance for loan losses by portfolio segment
Loans and Leases Receivable, Allowance, Beginning Balance	19,476	27,389
Provision for loan losses	1,098	(1,778)
Charge offs	(2,963)	(6,474)
Recoveries	1,427	339
Loans and Leases Receivable, Allowance, Ending Balance	19,038	19,476
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	1,672	1,019
Ending balance impaired loans collectively evaluated for impairment	2,404	1,936
Total Impaired Loans, Related Allowance	4,076	2,955
Ending balance all other loans collectively evaluated for impairment	14,962	16,521
Loans and Leases Receivable, Allowance, Total	19,038	19,476
Loans [Abstract]
Ending balance impaired loans individually evaluated for impairment	17,927	24,744
Ending balance impaired loans collectively evaluated for impairment	17,987	17,929
Total Impaired Loans, Recorded Investment	35,914	42,673
Ending balance all other loans collectively evaluated for impairment	978,421	1,072,042
Total loans	1,014,335	1,114,715
Finance Leases Portfolio Segment [Member]
Changes in the allowance for loan losses by portfolio segment
Loans and Leases Receivable, Allowance, Beginning Balance	1,607	3,024
Provision for loan losses	777	(1,429)
Charge offs	(29)	(206)
Recoveries	6	218
Loans and Leases Receivable, Allowance, Ending Balance	2,361	1,607
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	735	0
Ending balance impaired loans collectively evaluated for impairment	4	29
Total Impaired Loans, Related Allowance	739	29
Ending balance all other loans collectively evaluated for impairment	1,622	1,578
Loans and Leases Receivable, Allowance, Total	2,361	1,607
Loans [Abstract]
Ending balance impaired loans individually evaluated for impairment	1,938	0
Ending balance impaired loans collectively evaluated for impairment	9	69
Total Impaired Loans, Recorded Investment	1,947	69
Ending balance all other loans collectively evaluated for impairment	50,653	55,414
Total loans	52,600	55,483
Commercial Real Estate Investor Portfolio Segment [Member]
Changes in the allowance for loan losses by portfolio segment
Loans and Leases Receivable, Allowance, Beginning Balance	58,156	63,181
Provision for loan losses	(14,292)	(2,140)
Charge offs	(4,358)	(9,846)
Recoveries	9,693	6,961
Loans and Leases Receivable, Allowance, Ending Balance	49,199	58,156
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	1,829	3,932
Ending balance impaired loans collectively evaluated for impairment	2,429	3,963
Total Impaired Loans, Related Allowance	4,258	7,895
Ending balance all other loans collectively evaluated for impairment	44,941	50,261
Loans and Leases Receivable, Allowance, Total	49,199	58,156
Loans [Abstract]
Ending balance impaired loans individually evaluated for impairment	21,204	32,367
Ending balance impaired loans collectively evaluated for impairment	28,342	50,175
Total Impaired Loans, Recorded Investment	49,546	82,542
Ending balance all other loans collectively evaluated for impairment	2,993,815	2,856,914
Total loans	3,043,361	2,939,456
Real Estate Construction Port Folio Segment [Member]
Changes in the allowance for loan losses by portfolio segment
Loans and Leases Receivable, Allowance, Beginning Balance	23,418	20,741
Provision for loan losses	(3,831)	541
Charge offs	(1,761)	(3,375)
Recoveries	503	5,511
Loans and Leases Receivable, Allowance, Ending Balance	18,329	23,418
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	1,140	254
Ending balance impaired loans collectively evaluated for impairment	1,021	2,162
Total Impaired Loans, Related Allowance	2,161	2,416
Ending balance all other loans collectively evaluated for impairment	16,168	21,002
Loans and Leases Receivable, Allowance, Total	18,329	23,418
Loans [Abstract]
Ending balance impaired loans individually evaluated for impairment	6,026	3,777
Ending balance impaired loans collectively evaluated for impairment	2,966	6,483
Total Impaired Loans, Recorded Investment	8,992	10,260
Ending balance all other loans collectively evaluated for impairment	973,434	885,988
Total loans	982,426	896,248
Home Equity Port Folio Segments [Member]
Changes in the allowance for loan losses by portfolio segment
Loans and Leases Receivable, Allowance, Beginning Balance	32,196	56,826
Provision for loan losses	1,278	(8,213)
Charge offs	(9,713)	(20,629)
Recoveries	2,546	4,212
Loans and Leases Receivable, Allowance, Ending Balance	26,307	32,196
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	11	123
Ending balance impaired loans collectively evaluated for impairment	12,480	13,866
Total Impaired Loans, Related Allowance	12,491	13,989
Ending balance all other loans collectively evaluated for impairment	13,816	18,207
Loans and Leases Receivable, Allowance, Total	26,307	32,196
Loans [Abstract]
Ending balance impaired loans individually evaluated for impairment	1,025	929
Ending balance impaired loans collectively evaluated for impairment	30,818	33,871
Total Impaired Loans, Recorded Investment	31,843	34,800
Ending balance all other loans collectively evaluated for impairment	1,644,682	1,790,214
Total loans	1,676,525	1,825,014
Installment and Credit Cards Portfolio Segment [Member]
Changes in the allowance for loan losses by portfolio segment
Loans and Leases Receivable, Allowance, Beginning Balance	2,416	4,299
Provision for loan losses	3,486	(2,127)
Charge offs	(1,751)	(1,389)
Recoveries	481	1,633
Loans and Leases Receivable, Allowance, Ending Balance	4,632	2,416
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	0	0
Ending balance impaired loans collectively evaluated for impairment	339	487
Total Impaired Loans, Related Allowance	339	487
Ending balance all other loans collectively evaluated for impairment	4,293	1,929
Loans and Leases Receivable, Allowance, Total	4,632	2,416
Loans [Abstract]
Ending balance impaired loans individually evaluated for impairment	0	0
Ending balance impaired loans collectively evaluated for impairment	1,759	1,360
Total Impaired Loans, Recorded Investment	1,759	1,360
Ending balance all other loans collectively evaluated for impairment	457,923	405,714
Total loans	459,682	407,074
Residential Portfolio Segment [Member]
Changes in the allowance for loan losses by portfolio segment
Loans and Leases Receivable, Allowance, Beginning Balance	26,545	24,097
Provision for loan losses	1,284	12,216
Charge offs	(3,322)	(10,996)
Recoveries	608	1,228
Loans and Leases Receivable, Allowance, Ending Balance	25,115	26,545
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	588	315
Ending balance impaired loans collectively evaluated for impairment	11,503	11,872
Total Impaired Loans, Related Allowance	12,091	12,187
Ending balance all other loans collectively evaluated for impairment	13,024	14,358
Loans and Leases Receivable, Allowance, Total	25,115	26,545
Loans [Abstract]
Ending balance impaired loans individually evaluated for impairment	10,390	10,526
Ending balance impaired loans collectively evaluated for impairment	60,252	56,947
Total Impaired Loans, Recorded Investment	70,642	67,473
Ending balance all other loans collectively evaluated for impairment	4,255,620	3,768,118
Total loans	$ 4,326,262	$ 3,835,591

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Investment Securities AFS Gross Unrealized Losses (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Unrealized losses and fair value of available for sale securities , by investment category and time length
Unrealized losses on available for sale securities, less than 12 months	$ (3,404)	$ (82,852)
Unrealized losses on available for sale securities, 12 months or more	(68,091)	(25,182)
Total unrealized losses on available for sale securities	(71,495)	(108,034)
Fair value of unrealized losses on available for sale securities, less than 12 months	699,084	2,386,847
Fair value of unrealized losses on available for sale securities, 12 months or more	1,786,065	467,340
Total fair value of unrealized losses on available for sale securities	2,485,149	2,854,187
US Treasury Securities [Member]
Unrealized losses and fair value of available for sale securities , by investment category and time length
Unrealized losses on available for sale securities, less than 12 months	(3)
Unrealized losses on available for sale securities, 12 months or more	0
Total unrealized losses on available for sale securities	(3)
Fair value of unrealized losses on available for sale securities, less than 12 months	996
Fair value of unrealized losses on available for sale securities, 12 months or more	0
Total fair value of unrealized losses on available for sale securities	996
Number of available for sale securities in a continuous unrealized loss position less than twelve months	1
Number of available for sale securities in a continuous unrealized loss position for twelve months or more	0
Obligations of state and political subdivisions (municipal securities) [Member]
Unrealized losses and fair value of available for sale securities , by investment category and time length
Unrealized losses on available for sale securities, less than 12 months	(1)	(1,525)
Unrealized losses on available for sale securities, 12 months or more	(47)	(8)
Total unrealized losses on available for sale securities	(48)	(1,533)
Fair value of unrealized losses on available for sale securities, less than 12 months	1,799	47,044
Fair value of unrealized losses on available for sale securities, 12 months or more	5,647	273
Total fair value of unrealized losses on available for sale securities	7,446	47,317
Number of available for sale securities in a continuous unrealized loss position less than twelve months	5	113
Number of available for sale securities in a continuous unrealized loss position for twelve months or more	13	1
Government-Sponsored Enterprise (GSE) [Member]
Unrealized losses and fair value of available for sale securities , by investment category and time length
Unrealized losses on available for sale securities, less than 12 months	(1,472)	(57,393)
Unrealized losses on available for sale securities, 12 months or more	(41,753)	(21,186)
Total unrealized losses on available for sale securities	(43,225)	(78,579)
Fair value of unrealized losses on available for sale securities, less than 12 months	331,085	1,887,784
Fair value of unrealized losses on available for sale securities, 12 months or more	1,389,945	421,082
Total fair value of unrealized losses on available for sale securities	1,721,030	2,308,866
Number of available for sale securities in a continuous unrealized loss position less than twelve months	30	106
Number of available for sale securities in a continuous unrealized loss position for twelve months or more	64	15
Private Label [Member]
Unrealized losses and fair value of available for sale securities , by investment category and time length
Unrealized losses on available for sale securities, less than 12 months	(1)	(37)
Unrealized losses on available for sale securities, 12 months or more	(1)	0
Total unrealized losses on available for sale securities	(2)	(37)
Fair value of unrealized losses on available for sale securities, less than 12 months	1,889	2,105
Fair value of unrealized losses on available for sale securities, 12 months or more	30	35
Total fair value of unrealized losses on available for sale securities	1,919	2,140
Number of available for sale securities in a continuous unrealized loss position less than twelve months	1	2
Number of available for sale securities in a continuous unrealized loss position for twelve months or more	2	1
GNMA commercial mortgage-related securities [Member]
Unrealized losses and fair value of available for sale securities , by investment category and time length
Unrealized losses on available for sale securities, less than 12 months	(1,927)	(23,854)
Unrealized losses on available for sale securities, 12 months or more	(26,290)	(3,988)
Total unrealized losses on available for sale securities	(28,217)	(27,842)
Fair value of unrealized losses on available for sale securities, less than 12 months	363,315	443,462
Fair value of unrealized losses on available for sale securities, 12 months or more	390,443	45,950
Total fair value of unrealized losses on available for sale securities	753,758	489,412
Number of available for sale securities in a continuous unrealized loss position less than twelve months	12	19
Number of available for sale securities in a continuous unrealized loss position for twelve months or more	15	1
Asset-backed Securities [Member]
Unrealized losses and fair value of available for sale securities , by investment category and time length
Unrealized losses on available for sale securities, less than 12 months	0
Unrealized losses on available for sale securities, 12 months or more	0
Total unrealized losses on available for sale securities	0
Fair value of unrealized losses on available for sale securities, less than 12 months	0
Fair value of unrealized losses on available for sale securities, 12 months or more	0
Total fair value of unrealized losses on available for sale securities	0
Number of available for sale securities in a continuous unrealized loss position less than twelve months	0
Number of available for sale securities in a continuous unrealized loss position for twelve months or more	0
Other Debt And Other Equity Securities [Member]
Unrealized losses and fair value of available for sale securities , by investment category and time length
Unrealized losses on available for sale securities, less than 12 months	0	(43)
Unrealized losses on available for sale securities, 12 months or more	0	0
Total unrealized losses on available for sale securities	0	(43)
Fair value of unrealized losses on available for sale securities, less than 12 months	0	6,452
Fair value of unrealized losses on available for sale securities, 12 months or more	0	0
Total fair value of unrealized losses on available for sale securities	$ 0	$ 6,452
Number of available for sale securities in a continuous unrealized loss position less than twelve months	0	5
Number of available for sale securities in a continuous unrealized loss position for twelve months or more	0	0

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Derivative And Hedging Activities Gains and Losses on Derivative Instruments Not Designated at Hedging Instruments (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Interest Rate Lock Commitments [Member]
Gain (loss) on derivative instruments not designated as hedging instruments
Gain / (Loss) Recognized in Income	$ 1,024	$ (4,234)
Forward Contracts [Member]
Gain (loss) on derivative instruments not designated as hedging instruments
Gain / (Loss) Recognized in Income	(1,924)	(4,406)
Capital Market Fees [Member] | Interest Rate Related Instruments Customer and Mirror [Member]
Gain (loss) on derivative instruments not designated as hedging instruments
Gain / (Loss) Recognized in Income	626	2,600
Capital Market Fees [Member] | Foreign Exchange Forward [Member]
Gain (loss) on derivative instruments not designated as hedging instruments
Gain / (Loss) Recognized in Income	$ 118	$ 4

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Loans, Allowance for Loan Losses, and Credit Quality Commercial Loans by Credit Quality Indicator (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Commercial loans by credit quality indicator
Commercial and industrial	$ 5,603,899	$ 4,822,680
Commercial real estate - owner occupied	1,014,335	1,114,715
Lease financing	52,600	55,483
Commercial and business lending	6,670,834	5,992,878
Commercial real estate - investor	3,043,361	2,939,456
Real estate construction	982,426	896,248
Commercial real estate lending	4,025,787	3,835,704
Total commercial	10,696,621	9,828,582
Pass [Member]
Commercial loans by credit quality indicator
Commercial and industrial	5,268,521	4,485,160
Commercial real estate - owner occupied	900,306	959,849
Lease financing	45,506	52,733
Commercial and business lending	6,214,333	5,497,742
Commercial real estate - investor	2,930,817	2,740,255
Real estate construction	967,914	877,911
Commercial real estate lending	3,898,731	3,618,166
Total commercial	10,113,064	9,115,908
Special Mention [Member]
Commercial loans by credit quality indicator
Commercial and industrial	113,864	153,615
Commercial real estate - owner occupied	29,107	55,404
Lease financing	1,360	897
Commercial and business lending	144,331	209,916
Commercial real estate - investor	34,524	64,230
Real estate construction	3,293	2,814
Commercial real estate lending	37,817	67,044
Total commercial	182,148	276,960
Potential Problem [Member]
Commercial loans by credit quality indicator
Commercial and industrial	133,416	113,669
Commercial real estate - owner occupied	49,008	56,789
Lease financing	3,787	1,784
Commercial and business lending	186,211	172,242
Commercial real estate - investor	28,474	52,429
Real estate construction	2,227	5,263
Commercial real estate lending	30,701	57,692
Total commercial	216,912	229,934
Impaired [Member]
Commercial loans by credit quality indicator
Commercial and industrial	88,098	70,236
Commercial real estate - owner occupied	35,914	42,673
Lease financing	1,947	69
Commercial and business lending	125,959	112,978
Commercial real estate - investor	49,546	82,542
Real estate construction	8,992	10,260
Commercial real estate lending	58,538	92,802
Total commercial	$ 184,497	$ 205,780

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Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Non-recurring Basis (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014		Dec. 31, 2013
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Loans held for sale	$ 142,097		$ 64,738
Mortgage servicing rights	60,989		63,280
Fair Value, Inputs, Level 1 [Member]
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Loans held for sale	0		0
Fair Value, Inputs, Level 2 [Member]
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Loans held for sale	142,097		64,738
Fair Value, Inputs, Level 3 [Member]
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Loans held for sale	0		0
Fair Value, Measurements, Nonrecurring [Member]
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Loans held for sale	142,097		64,738
Impaired Loans	83,771	[1]	88,049	[1]
Mortgage servicing rights	69,940		74,444
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member]
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Loans held for sale	0		0
Impaired Loans	0	[1]	0	[1]
Mortgage servicing rights	0		0
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member]
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Loans held for sale	142,097		64,738
Impaired Loans	0	[1]	0	[1]
Mortgage servicing rights	0		0
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member]
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Loans held for sale	0		0
Impaired Loans	83,771	[1]	88,049	[1]
Mortgage servicing rights	$ 69,940		$ 74,444

[1] (1)        Represents individually evaluated impaired loans, net of the related allowance for loan losses.

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Investment Securities AFS Contractual Maturity Table (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Amortized cost and fair values of investment securities available for sale by contractual maturity
Securities available for sale, debt securities due in one year or less, amortized cost	$ 28,053
Securities available for sale, debt securities due after one year through five years, amortized cost	224,059
Securities available for sale, debt securities due after five years through ten years, amortized cost	333,788
Securities available for sale, debt securities due after ten years, amortized cost	9,142
Total available for sale debt securities, amortized cost	595,042
Securities available for sale, debt securities due in one year or less, fair value	28,232
Securities available for sale, debt securities due after one year through five years, fair value	236,326
Securities available for sale, debt securities due after five years through ten years, fair value	347,187
Securities available for sale, debt securities due after ten years, fair value	9,480
Total available for sale debt securities, Fair value	621,225
Investment securities available for sale, amortized cost	5,329,821	5,270,576
Investment securities available for sale, fair value	5,345,422	5,250,585
Ratio of Fair Value to Amortized Cost, AFS	100.30%
Government-Sponsored Enterprise (GSE) [Member]
Amortized cost and fair values of investment securities available for sale by contractual maturity
Investment securities available for sale, amortized cost	3,725,218	3,855,467
Investment securities available for sale, fair value	3,741,040	3,838,430
Private Label [Member]
Amortized cost and fair values of investment securities available for sale by contractual maturity
Investment securities available for sale, amortized cost	2,475	3,035
Investment securities available for sale, fair value	2,482	3,014
GNMA commercial mortgage-related securities [Member]
Amortized cost and fair values of investment securities available for sale by contractual maturity
Investment securities available for sale, amortized cost	1,007,068	673,555
Investment securities available for sale, fair value	980,602	647,477
Asset-backed Securities [Member]
Amortized cost and fair values of investment securities available for sale by contractual maturity
Investment securities available for sale, amortized cost	0	23,049
Investment securities available for sale, fair value	0	23,059
Equity Securities [Member]
Amortized cost and fair values of investment securities available for sale by contractual maturity
Investment securities available for sale, amortized cost	18
Investment securities available for sale, fair value	$ 73

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Balance Sheet Offsetting (Tables)

9 Months Ended

Sep. 30, 2014

Balance Sheet Offsetting Disclosure [Abstract]

Balance Sheet Offsetting of Derivative Assets and Liabilities

September 30, 2014								Gross amounts not offset
	Gross		Gross amounts		Net amounts			in the balance sheet
	amounts		offset in the		presented in		Financial
	recognized		balance sheet		the balance sheet		instruments			Collateral	Net amount
	($ in Thousands)
Derivative assets:
Interest rate-related instruments	$	1,406	$	―	$	1,406	$	(1,406)	$	―	$	―
Derivative liabilities:
Interest rate-related instruments	$	31,898	$	―	$	31,898	$	(1,406)	$	(21,149)	$	9,343
December 31, 2013
Derivative assets:
Interest rate-related instruments	$	3,084	$	―	$	3,084	$	(3,082)	$	―	$	2
Derivative liabilities:
Interest rate-related instruments	$	41,786	$	―	$	41,786	$	(3,082)	$	(33,405)	$	5,299

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Fair Value Measurements Fair Value of Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Financial assets
Cash and due from banks	$ 381,287	$ 455,482
Cash and due from banks, Fair Value	381,287	455,482
Interest-bearing deposits in other financial institutions	74,945	126,018
Interest-bearing deposits in other financial institutions, Fair value	74,945	126,018
Federal funds sold and securities purchased under agreements to resell	18,320	20,745
Federal funds sold and securities purchased under agreements to resell, Fair value	18,320	20,745
Investment securities held to maturity, carrying amount	301,941	175,210
Investment securities held to maturity, fair value	307,882	169,889
Investment securities available for sale, fair value	5,345,422	5,250,585
Investment securities available for sale, fair value	5,345,422	5,250,585
Federal Home Loan Bank and Federal Reserve Bank stocks, carrying amount	188,875	181,249
Federal Home Loan Bank and Federal Reserve Bank stocks, Fair value	188,875	181,249
Loans held for sale	141,672	64,738
Loans held for sale, fair value	142,097	64,738
Loans, net	16,892,828	15,627,946
Loans, net Fair value	17,038,692	15,599,094
Bank owned life insurance, carrying amount	571,422	568,413
Bank owned life insurance, Fair value	571,422	568,413
Accrued interest receivable, carrying amount	69,609	66,308
Accrued interest receivable, Fair value	69,609	66,308
Interest rate-related agreements (1), carrying amount	31,862	42,980
Interest rate-related agreements (1), fair value	31,862	42,980
Foreign currency exchange forwards	2,143	748
Foreign currency exchange forwards, Fair value	2,143	748
Interest rate lock commitments to originate residential mortgage loans held for sale	1,440	416
Interest rate lock commitments to originate residential mortgage loans held for sale, fair value	1,440	416
Forward commitments to sell residential mortgage loans, carrying value	0	1,301
Forward commitments to sell residential mortgage loans, fair value	0	1,301
Purchased options (time deposit), carrying value	6,943	7,328
Purchased options (time deposit), fair value	6,943	7,328
Financial liabilities
Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits	16,687,892	15,581,971
Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits, Fair value	16,687,892	15,581,971
Brokered CDs and other time deposits	1,513,366	1,685,196
Brokered CDs and other time deposits, Fair value	1,513,366	1,687,198
Short-term funding	1,430,180	740,926
Short-term funding, Fair value	1,430,180	740,926
Long-term funding	2,931,547	3,087,267
Long-term funding, fair value	2,922,749	3,085,893
Accrued interest payable	1,543	7,994
Accrued interest payable, Fair value	1,543	7,994
Interest rate-related agreements (1)	34,071	45,815
Interest rate-related agreements (1), Fair value	34,071	45,815
Foreign currency exchange forwards	1,932	655
Foreign currency exchange forwards, Fair value	1,932	655
Standby letters of credit (2), carrying amount	3,526	3,754
Standby letters of credit (2), Fair value	3,526	3,754
Forward commitments to sell residential mortgage loans	623	0
Forward commitments to sell residential mortgage loans, fair value	623	0
Written options (time deposit), carrying value	6,943	7,328
Written option (time deposit), fair value	6,943	7,328
Fair Value, Inputs, Level 1 [Member]
Financial assets
Cash and due from banks, Fair Value	381,287	455,482
Interest-bearing deposits in other financial institutions, Fair value	74,945	126,018
Federal funds sold and securities purchased under agreements to resell, Fair value	18,320	20,745
Investment securities held to maturity, fair value	0	0
Investment securities available for sale, fair value	3,662	4,240
Federal Home Loan Bank and Federal Reserve Bank stocks, Fair value	0	0
Loans held for sale, fair value	0	0
Loans, net Fair value	0	0
Bank owned life insurance, Fair value	0	0
Accrued interest receivable, Fair value	69,609	66,308
Interest rate-related agreements (1), fair value	0	0
Foreign currency exchange forwards, Fair value	0	0
Interest rate lock commitments to originate residential mortgage loans held for sale, fair value	0	0
Forward commitments to sell residential mortgage loans, fair value	0	0
Purchased options (time deposit), fair value	0	0
Financial liabilities
Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits, Fair value	0	0
Brokered CDs and other time deposits, Fair value	0	0
Short-term funding, Fair value	0	0
Long-term funding, fair value	0	0
Accrued interest payable, Fair value	1,543	7,994
Interest rate-related agreements (1), Fair value	0	0
Foreign currency exchange forwards, Fair value	0	0
Standby letters of credit (2), Fair value	0	0
Forward commitments to sell residential mortgage loans	0	0
Written option (time deposit), fair value	0	0
Fair Value, Inputs, Level 2 [Member]
Financial assets
Cash and due from banks, Fair Value	0	0
Interest-bearing deposits in other financial institutions, Fair value	0	0
Federal funds sold and securities purchased under agreements to resell, Fair value	0	0
Investment securities held to maturity, fair value	307,882	169,889
Investment securities available for sale, fair value	5,341,560	5,246,046
Federal Home Loan Bank and Federal Reserve Bank stocks, Fair value	188,875	181,249
Loans held for sale, fair value	142,097	64,738
Loans, net Fair value	0	0
Bank owned life insurance, Fair value	571,422	568,413
Accrued interest receivable, Fair value	0	0
Interest rate-related agreements (1), fair value	31,862	42,980
Foreign currency exchange forwards, Fair value	2,143	748
Interest rate lock commitments to originate residential mortgage loans held for sale, fair value	0	0
Forward commitments to sell residential mortgage loans, fair value	0	0
Purchased options (time deposit), fair value	6,943	7,328
Financial liabilities
Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits, Fair value	0	0
Brokered CDs and other time deposits, Fair value	1,513,366	1,687,198
Short-term funding, Fair value	1,430,180	740,926
Long-term funding, fair value	2,922,749	3,085,893
Accrued interest payable, Fair value	0	0
Interest rate-related agreements (1), Fair value	34,071	45,815
Foreign currency exchange forwards, Fair value	1,932	655
Standby letters of credit (2), Fair value	3,526	3,754
Forward commitments to sell residential mortgage loans	0	0
Written option (time deposit), fair value	6,943	7,328
Fair Value, Inputs, Level 3 [Member]
Financial assets
Cash and due from banks, Fair Value	0	0
Interest-bearing deposits in other financial institutions, Fair value	0	0
Federal funds sold and securities purchased under agreements to resell, Fair value	0	0
Investment securities held to maturity, fair value	0	0
Investment securities available for sale, fair value	200	299
Federal Home Loan Bank and Federal Reserve Bank stocks, Fair value	0	0
Loans held for sale, fair value	0	0
Loans, net Fair value	17,038,692	15,599,094
Bank owned life insurance, Fair value	0	0
Accrued interest receivable, Fair value	0	0
Interest rate-related agreements (1), fair value	0	0
Foreign currency exchange forwards, Fair value	0	0
Interest rate lock commitments to originate residential mortgage loans held for sale, fair value	1,440	416
Forward commitments to sell residential mortgage loans, fair value	0	1,301
Purchased options (time deposit), fair value	0	0
Financial liabilities
Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits, Fair value	16,687,892	15,581,971
Brokered CDs and other time deposits, Fair value	0	0
Short-term funding, Fair value	0	0
Long-term funding, fair value	0	0
Accrued interest payable, Fair value	0	0
Interest rate-related agreements (1), Fair value	0	0
Foreign currency exchange forwards, Fair value	0	0
Standby letters of credit (2), Fair value	0	0
Forward commitments to sell residential mortgage loans	623	0
Written option (time deposit), fair value	$ 0	$ 0

XML

Commitments, Off-Balance Sheet Arrangements and Contingent Liabilities Summary of Lending Related and Other Commitments (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014		Dec. 31, 2013
Commitments to Extend Credit [Member]
Summary of lending-related and other commitments
Lending related commitments	$ 6,703,718	[1],[2]	$ 6,367,771	[1],[2]
Commercial Letters Of Credit [Member]
Summary of lending-related and other commitments
Lending related commitments	8,705	[1]	12,034	[1]
Standby Letters of Credit [Member]
Summary of lending-related and other commitments
Lending related commitments	$ 352,445	[3]	$ 370,773	[3]

[1] (1)        These off-balance sheet financial instruments are exercisable at the market rate prevailing at the date the underlying transaction will be completed and, thus, are deemed to have no current fair value, or the fair value is based on fees currently charged to enter into similar agreements and is not material at September 30, 2014 or December 31, 2013.

[2] (2)        Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 10.

[3] (3)        The Corporation has established a liability of $4 million at both September 30, 2014 and December 31, 2013, as an estimate of the fair value of these financial instruments.

XML

Loans, Allowance for Loan Losses, and Credit Quality Loans by Past Due Status (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Summarized details of Loans
30-59 Days Past Due	$ 39,567	$ 43,388
60-89 Days Past Due	14,751	33,281
90 Days or More Past Due	62,373	86,863
Total Past Due	116,691	163,532
Current	17,042,399	15,732,729
Total loans	17,159,090	15,896,261
Percent of current nonaccrual loans	59.00%	42.00%
Commercial And Industrial Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	4,096	4,388
60-89 Days Past Due	3,166	5,200
90 Days or More Past Due	7,902	10,964
Total Past Due	15,164	20,552
Current	5,588,735	4,802,128
Total loans	5,603,899	4,822,680
Commercial Real Estate Owner Occupied Portfolio [Member]
Summarized details of Loans
30-59 Days Past Due	1,453	3,497
60-89 Days Past Due	2,233	3,815
90 Days or More Past Due	10,159	11,125
Total Past Due	13,845	18,437
Current	1,000,490	1,096,278
Total loans	1,014,335	1,114,715
Finance Leases Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	0	0
60-89 Days Past Due	0	0
90 Days or More Past Due	550	69
Total Past Due	550	69
Current	52,050	55,414
Total loans	52,600	55,483
Commercial And Business Lending [Member]
Summarized details of Loans
30-59 Days Past Due	5,549	7,885
60-89 Days Past Due	5,399	9,015
90 Days or More Past Due	18,611	22,158
Total Past Due	29,559	39,058
Current	6,641,275	5,953,820
Total loans	6,670,834	5,992,878
Commercial Real Estate Investor Portfolio Segment [Member]
Summarized details of Loans
30-59 Days Past Due	16,009	12,489
60-89 Days Past Due	685	15,033
90 Days or More Past Due	8,418	20,466
Total Past Due	25,112	47,988
Current	3,018,249	2,891,468
Total loans	3,043,361	2,939,456
Commercial Real Estate Construction Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	363	3,212
60-89 Days Past Due	156	1,118
90 Days or More Past Due	1,061	2,267
Total Past Due	1,580	6,597
Current	980,846	889,651
Total loans	982,426	896,248
Commercial Real Estate Lending [Member]
Summarized details of Loans
30-59 Days Past Due	16,372	15,701
60-89 Days Past Due	841	16,151
90 Days or More Past Due	9,479	22,733
Total Past Due	26,692	54,585
Current	3,999,095	3,781,119
Total loans	4,025,787	3,835,704
Commercial Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	21,921	23,586
60-89 Days Past Due	6,240	25,166
90 Days or More Past Due	28,090	44,891
Total Past Due	56,251	93,643
Current	10,640,370	9,734,939
Total loans	10,696,621	9,828,582
Home Equity [Member]
Summarized details of Loans
30-59 Days Past Due	9,605	10,336
60-89 Days Past Due	4,806	3,704
90 Days or More Past Due	10,607	14,677
Total Past Due	25,018	28,717
Current	1,651,507	1,796,297
Total loans	1,676,525	1,825,014
Installment and Credit Cards [Member]
Summarized details of Loans
30-59 Days Past Due	1,163	1,014
60-89 Days Past Due	761	289
90 Days or More Past Due	1,507	926
Total Past Due	3,431	2,229
Current	456,251	404,845
Total loans	459,682	407,074
Residential, Prime, Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	6,878	8,452
60-89 Days Past Due	2,944	4,122
90 Days or More Past Due	22,169	26,369
Total Past Due	31,991	38,943
Current	4,294,271	3,796,648
Total loans	4,326,262	3,835,591
Consumer Loan [Member]
Summarized details of Loans
30-59 Days Past Due	17,646	19,802
60-89 Days Past Due	8,511	8,115
90 Days or More Past Due	34,283	41,972
Total Past Due	60,440	69,889
Current	6,402,029	5,997,790
Total loans	6,462,469	6,067,679
Accruing Loans [Member]
Summarized details of Loans
30-59 Days Past Due	31,276	29,071
60-89 Days Past Due	7,401	23,978
90 Days or More Past Due	1,690	2,350
Total Past Due	40,367	55,399
Current	16,934,585	15,655,434
Total loans	16,974,952	15,710,833
Accruing Loans [Member] | Commercial And Industrial Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	2,035	3,390
60-89 Days Past Due	1,912	3,436
90 Days or More Past Due	269	1,199
Total Past Due	4,216	8,025
Current	5,548,540	4,776,936
Total loans	5,552,756	4,784,961
Accruing Loans [Member] | Commercial Real Estate Owner Occupied Portfolio [Member]
Summarized details of Loans
30-59 Days Past Due	1,024	1,015
60-89 Days Past Due	1,651	2,091
90 Days or More Past Due	0	0
Total Past Due	2,675	3,106
Current	987,320	1,081,945
Total loans	989,995	1,085,051
Accruing Loans [Member] | Finance Leases Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	0	0
60-89 Days Past Due	0	0
90 Days or More Past Due	0	0
Total Past Due	0	0
Current	50,653	55,414
Total loans	50,653	55,414
Accruing Loans [Member] | Commercial And Business Lending [Member]
Summarized details of Loans
30-59 Days Past Due	3,059	4,405
60-89 Days Past Due	3,563	5,527
90 Days or More Past Due	269	1,199
Total Past Due	6,891	11,131
Current	6,586,513	5,914,295
Total loans	6,593,404	5,925,426
Accruing Loans [Member] | Commercial Real Estate Investor Portfolio Segment [Member]
Summarized details of Loans
30-59 Days Past Due	15,869	9,081
60-89 Days Past Due	0	14,134
90 Days or More Past Due	0	0
Total Past Due	15,869	23,215
Current	3,002,386	2,878,645
Total loans	3,018,255	2,901,860
Accruing Loans [Member] | Commercial Real Estate Construction Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	299	836
60-89 Days Past Due	100	1,118
90 Days or More Past Due	0	0
Total Past Due	399	1,954
Current	973,840	887,827
Total loans	974,239	889,781
Accruing Loans [Member] | Commercial Real Estate Lending [Member]
Summarized details of Loans
30-59 Days Past Due	16,168	9,917
60-89 Days Past Due	100	15,252
90 Days or More Past Due	0	0
Total Past Due	16,268	25,169
Current	3,976,226	3,766,472
Total loans	3,992,494	3,791,641
Accruing Loans [Member] | Commercial Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	19,227	14,322
60-89 Days Past Due	3,663	20,779
90 Days or More Past Due	269	1,199
Total Past Due	23,159	36,300
Current	10,562,739	9,680,767
Total loans	10,585,898	9,717,067
Accruing Loans [Member] | Home Equity [Member]
Summarized details of Loans
30-59 Days Past Due	7,999	8,611
60-89 Days Past Due	2,739	2,069
90 Days or More Past Due	0	346
Total Past Due	10,738	11,026
Current	1,644,526	1,788,821
Total loans	1,655,264	1,799,847
Accruing Loans [Member] | Installment and Credit Cards [Member]
Summarized details of Loans
30-59 Days Past Due	1,106	885
60-89 Days Past Due	712	265
90 Days or More Past Due	1,369	637
Total Past Due	3,187	1,787
Current	455,842	404,173
Total loans	459,029	405,960
Accruing Loans [Member] | Residential, Prime, Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	2,944	5,253
60-89 Days Past Due	287	865
90 Days or More Past Due	52	168
Total Past Due	3,283	6,286
Current	4,271,478	3,781,673
Total loans	4,274,761	3,787,959
Accruing Loans [Member] | Consumer Loan [Member]
Summarized details of Loans
30-59 Days Past Due	12,049	14,749
60-89 Days Past Due	3,738	3,199
90 Days or More Past Due	1,421	1,151
Total Past Due	17,208	19,099
Current	6,371,846	5,974,667
Total loans	6,389,054	5,993,766
Nonaccrual Loan [Member]
Summarized details of Loans
30-59 Days Past Due	8,291	14,317
60-89 Days Past Due	7,350	9,303
90 Days or More Past Due	60,683	84,513
Total Past Due	76,324	108,133
Current	107,814	77,295
Total loans	184,138	185,428
Nonaccrual Loan [Member] | Commercial And Industrial Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	2,061	998
60-89 Days Past Due	1,254	1,764
90 Days or More Past Due	7,633	9,765
Total Past Due	10,948	12,527
Current	40,195	25,192
Total loans	51,143	37,719
Nonaccrual Loan [Member] | Commercial Real Estate Owner Occupied Portfolio [Member]
Summarized details of Loans
30-59 Days Past Due	429	2,482
60-89 Days Past Due	582	1,724
90 Days or More Past Due	10,159	11,125
Total Past Due	11,170	15,331
Current	13,170	14,333
Total loans	24,340	29,664
Nonaccrual Loan [Member] | Finance Leases Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	0	0
60-89 Days Past Due	0	0
90 Days or More Past Due	550	69
Total Past Due	550	69
Current	1,397	0
Total loans	1,947	69
Nonaccrual Loan [Member] | Commercial And Business Lending [Member]
Summarized details of Loans
30-59 Days Past Due	2,490	3,480
60-89 Days Past Due	1,836	3,488
90 Days or More Past Due	18,342	20,959
Total Past Due	22,668	27,927
Current	54,762	39,525
Total loans	77,430	67,452
Nonaccrual Loan [Member] | Commercial Real Estate Investor Portfolio Segment [Member]
Summarized details of Loans
30-59 Days Past Due	140	3,408
60-89 Days Past Due	685	899
90 Days or More Past Due	8,418	20,466
Total Past Due	9,243	24,773
Current	15,863	12,823
Total loans	25,106	37,596
Nonaccrual Loan [Member] | Commercial Real Estate Construction Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	64	2,376
60-89 Days Past Due	56	0
90 Days or More Past Due	1,061	2,267
Total Past Due	1,181	4,643
Current	7,006	1,824
Total loans	8,187	6,467
Nonaccrual Loan [Member] | Commercial Real Estate Lending [Member]
Summarized details of Loans
30-59 Days Past Due	204	5,784
60-89 Days Past Due	741	899
90 Days or More Past Due	9,479	22,733
Total Past Due	10,424	29,416
Current	22,869	14,647
Total loans	33,293	44,063
Nonaccrual Loan [Member] | Commercial Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	2,694	9,264
60-89 Days Past Due	2,577	4,387
90 Days or More Past Due	27,821	43,692
Total Past Due	33,092	57,343
Current	77,631	54,172
Total loans	110,723	111,515
Nonaccrual Loan [Member] | Home Equity [Member]
Summarized details of Loans
30-59 Days Past Due	1,606	1,725
60-89 Days Past Due	2,067	1,635
90 Days or More Past Due	10,607	14,331
Total Past Due	14,280	17,691
Current	6,981	7,476
Total loans	21,261	25,167
Nonaccrual Loan [Member] | Installment and Credit Cards [Member]
Summarized details of Loans
30-59 Days Past Due	57	129
60-89 Days Past Due	49	24
90 Days or More Past Due	138	289
Total Past Due	244	442
Current	409	672
Total loans	653	1,114
Nonaccrual Loan [Member] | Residential, Prime, Financing Receivable [Member]
Summarized details of Loans
30-59 Days Past Due	3,934	3,199
60-89 Days Past Due	2,657	3,257
90 Days or More Past Due	22,117	26,201
Total Past Due	28,708	32,657
Current	22,793	14,975
Total loans	51,501	47,632
Nonaccrual Loan [Member] | Consumer Loan [Member]
Summarized details of Loans
30-59 Days Past Due	5,597	5,053
60-89 Days Past Due	4,773	4,916
90 Days or More Past Due	32,862	40,821
Total Past Due	43,232	50,790
Current	30,183	23,123
Total loans	$ 73,415	$ 73,913

XML

Fair Value Measurements Asset and Liabilities Measured at Fair Value on a Recurring Basis (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Investment securities available for sale:
Investment securities available for sale, fair value	$ 5,345,422	$ 5,250,585
Trading assets	34,005	43,728
Liabilities, Fair Value Disclosure [Abstract]
Trading liabilities	36,003	46,470
Fair Value, Inputs, Level 3 [Member] | Federal agency securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0
Fair Value, Measurements, Recurring [Member]
Investment securities available for sale:
Trading assets	42,388	52,773
Liabilities, Fair Value Disclosure [Abstract]
Trading liabilities	43,569	53,798
Fair Value, Measurements, Recurring [Member] | US Treasury Securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	996	1,002
Fair Value, Measurements, Recurring [Member] | Federal agency securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Obligations of state and political subdivisions (municipal securities) [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	614,436	676,080
Fair Value, Measurements, Recurring [Member] | Government-Sponsored Enterprise (GSE) [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	3,741,040	3,838,430
Fair Value, Measurements, Recurring [Member] | Private Label [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	2,482	3,014
Fair Value, Measurements, Recurring [Member] | GNMA commercial mortgage-related securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	980,602	647,477
Fair Value, Measurements, Recurring [Member] | Asset-backed Securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value		23,059
Fair Value, Measurements, Recurring [Member] | Other Debt And Other Equity Securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	5,866	61,523
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	3,662	4,240
Trading assets	0	0
Liabilities, Fair Value Disclosure [Abstract]
Trading liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	996	1,002
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Federal agency securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Obligations of state and political subdivisions (municipal securities) [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Government-Sponsored Enterprise (GSE) [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Private Label [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | GNMA commercial mortgage-related securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Asset-backed Securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value		0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Other Debt And Other Equity Securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	2,666	3,238
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	5,341,560	5,246,046
Trading assets	40,948	51,056
Liabilities, Fair Value Disclosure [Abstract]
Trading liabilities	42,946	53,798
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Federal agency securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Obligations of state and political subdivisions (municipal securities) [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	614,436	676,080
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Government-Sponsored Enterprise (GSE) [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	3,741,040	3,838,430
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Private Label [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	2,482	3,014
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | GNMA commercial mortgage-related securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	980,602	647,477
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Asset-backed Securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value		23,059
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Other Debt And Other Equity Securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	3,000	57,986
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	200	299
Trading assets	1,440	1,717
Liabilities, Fair Value Disclosure [Abstract]
Trading liabilities	623	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Federal agency securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value		0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Obligations of state and political subdivisions (municipal securities) [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Government-Sponsored Enterprise (GSE) [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Label [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | GNMA commercial mortgage-related securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Asset-backed Securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value		0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Other Debt And Other Equity Securities [Member]
Investment securities available for sale:
Investment securities available for sale, fair value	$ 200	$ 299

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Retirement Plans Components of Net Periodic Benefit Cost (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Retirement Plans (Textuals) [Abstract]
Retirement eligible age for participation			55
Years of service for pension plan eligibility			5
Pension Contributions			$ 21,270	$ 28,000
Pension Plans, Defined Benefit [Member]
Net period benefit cost for the pension and postretirement plans
Service cost	2,975	2,975	8,925	8,925	12,078
Interest cost	1,790	1,548	5,370	4,643	6,237
Expected return on plan assets	(4,855)	(4,305)	(14,565)	(12,915)	(17,647)
Amortization of prior service cost	15	17	45	52	72
Amortization of actuarial (gain) loss	326	1,073	975	3,218	4,344
Settlement charge	0	0	0	0	0
Total net periodic benefit cost	251	1,308	750	3,923	5,084
Other Postretirement Benefit Plans, Defined Benefit [Member]
Net period benefit cost for the pension and postretirement plans
Interest cost	39	40	116	120	142
Amortization of prior service cost	0	0	0	0	0
Amortization of actuarial (gain) loss	(9)	0	(26)	0
Total net periodic benefit cost	$ 30	$ 40	$ 90	$ 120	$ 142

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Fair Value Measurements Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Available-for-sale Securities [Member]
Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)
Beginning Balance	$ 299	$ 480
Total net gain (losses) included in income:
Sale of investment securities	(99)	(111)
Total net losses included in other comprehensive income
Unrealized investment securities gains (losses)		(70)
Ending Balance	200	299
Derivatives [Member]
Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)
Beginning Balance	1,717	7,647
Total net gain (losses) included in income:
Mortgage derivative gain (loss), net	(900)	(5,930)
Total net losses included in other comprehensive income
Ending Balance	$ 817	$ 1,717

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Derivative and Hedging Activities (Details Textuals) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Derivative and Hedging Activities (Textuals) [Abstract]
Investment securities and cash equivalents pledged as collateral	$ 11	$ 42
Derivative collateral right to reclaim cash	$ 10	$ 6

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New Accounting Pronouncements Adopted (Policies)

9 Months Ended

Sep. 30, 2014

New Accounting Pronouncements Adopted [Abstract]

Income Taxes

In July 2013, the FASB issued an amendment to clarify the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied prospectively. The Corporation adopted the accounting standard during the first quarter of 2014, as required, with no material impact on its results of operations, financial position, or liquidity.

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Investment Securities OTTI Credit Losses (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Credit loss portion of other than temporary impairment
Credit-related other-than-temporary impairment	$ 0	$ (6,279)	$ (6,868)
Reduction due to credit impaired securities sold or abandoned	6,279	589
Collateralized Mortgage Backed Securities [Member]
Credit loss portion of other than temporary impairment
Credit-related other-than-temporary impairment	0	0	(532)
Reduction due to credit impaired securities sold or abandoned	0	532
Trust Preferred Debt Securities [Member]
Credit loss portion of other than temporary impairment
Credit-related other-than-temporary impairment	0	(6,279)	(6,336)
Reduction due to credit impaired securities sold or abandoned	$ 6,279	$ 57

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Stock Based Compensation Restricted Stock Activity (Details) (Restricted Stock Award [Member], USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Restricted Stock Award [Member]
Summary of Restricted Stock Awards Activity (Excluding Salary Shares)
Outstanding Shares, Beginning balance	1,511,765	932,425
Granted, Shares	1,158,711	1,276,868
Vested, Shares	(526,784)	(626,480)
Forfeited, Shares	(124,222)	(71,048)
Outstanding Shares, Ending balance	2,019,470	1,511,765
Outstanding, Weighted Average Grant Date Fair Value, Beginning balance	$ 13.92	$ 13.60
Granted, Weighted Average Grant Date Fair Value	$ 17.41	$ 14.03
Vested, Weighted Average Grant Date Fair Value	$ 14.13	$ 13.68
Forfeited, Weighted Average Grant Date Fair Value	$ 15.06	$ 13.92
Outstanding Weighted Average Grant Date Fair Value, Ending balance	$ 15.80	$ 13.92

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Commitments, Off-Balance Sheet Arrangements and Contingent Liabilities (Details Textuals) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities (Textuals) [Line Items]
Standby letters of credit Fair value	$ 3,526,000	$ 3,754,000
Carrying value of investments	28,000,000	33,000,000
Commitments under unconsolidated projects	15,000,000	16,000,000
Residential mortgage loans sold with recourse risk	44,000,000	56,000,000
Residential mortgage loans sold with credit recourse risk	190,000,000	233,000,000
Loans sold to outside investors original amount	18,400,000,000
Loans sold to outside investors remaining outstanding amount	7,600,000,000
Loans repurchased under make whole requests	4,000,000	3,000,000
Loss reimbursements under make whole requests	500,000	3,000,000
Mortgage Repurchase Reserve [Member]
Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities (Textuals) [Line Items]
Balance at end of period	3,400,000	5,700,000	3,300,000
Reserve for Off-balance Sheet Activities [Member]
Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities (Textuals) [Line Items]
Balance at end of period	$ 24,400,000	$ 21,900,000	$ 21,800,000

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Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

Selected segment information

Segment Income Statement Data
	($ in Thousands)		Corporate and Commercial Specialty		Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Nine Months Ended September 30, 2014
Net interest income		$	209,212		$	236,687		$	60,407		$	506,306
Noninterest income			33,711			170,547			16,418			220,676
	Total revenue		242,923			407,234			76,825			726,982
Credit provision *			34,983			18,572			(42,555)			11,000
Noninterest expense			103,383			353,258			50,795			507,436
Income before income taxes			104,557			35,404			68,585			208,546
Income tax expense			35,568			12,391			18,816			66,775
Net income		$	68,989		$	23,013		$	49,769		$	141,771
Return on average allocated capital (ROT1CE) **			12.5	%		5.4	%		10.5	%		9.8	%
Nine Months Ended September 30, 2013
Net interest income		$	222,705		$	253,716		$	1,923		$	478,344
Noninterest income			32,175			191,236			13,815			237,226
	Total revenue		254,880			444,952			15,738			715,570
Credit provision *			38,161			18,029			(48,390)			7,800
Noninterest expense			93,806			364,609			43,067			501,482
Income before income taxes			122,913			62,314			21,061			206,288
Income tax expense			43,019			21,810			525			65,354
Net income		$	79,894		$	40,504		$	20,536		$	140,934
Return on average allocated capital (ROT1CE) **			14.7	%		9.4	%		3.9	%		9.8	%
Segment Balance Sheet Data
	($ in Thousands)		Corporate and Commercial Specialty		Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Average Balances for YTD 3Q 2014
Average earning assets		$	8,606,965		$	7,973,138		$	5,933,220		$	22,513,323
Average loans			8,595,980			7,973,138			85,115			16,654,233
Average deposits			4,841,852			10,159,818			2,347,059			17,348,729
Average allocated capital (T1CE) **		$	736,285		$	565,588		$	585,539		$	1,887,412
Average Balances for YTD 3Q 2013
Average earning assets		$	7,942,744		$	7,696,572		$	5,252,541		$	20,891,857
Average loans			7,933,954			7,696,572			3,927			15,634,453
Average deposits			4,964,426			10,050,400			2,273,966			17,288,792
Average allocated capital (T1CE) **		$	724,974		$	575,382		$	575,654		$	1,876,010
Segment Income Statement Data
	($ in Thousands)		Corporate and Commercial Specialty		Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Three Months Ended September 30, 2014
Net interest income		$	71,716		$	81,916		$	18,998		$	172,630
Noninterest income			11,888			54,601			8,419			74,908
	Total revenue		83,604			136,517			27,417			247,538
Credit provision *			11,074			6,773			(16,847)			1,000
Noninterest expense			35,044			122,722			14,087			171,853
Income before income taxes			37,486			7,022			30,177			74,685
Income tax expense			12,608			2,458			9,412			24,478
Net income		$	24,878		$	4,564		$	20,765		$	50,207
Return on average allocated capital (ROT1CE) **			13.3	%		3.1	%		14.2	%		10.4	%
Three Months Ended September 30, 2013
Net interest income		$	75,677		$	85,477		$	(645)		$	160,509
Noninterest income			11,142			55,366			4,408			70,916
	Total revenue		86,819			140,843			3,763			231,425
Credit provision *			13,097			6,041			(19,938)			(800)
Noninterest expense			32,094			122,450			10,627			165,171
Income before income taxes			41,628			12,352			13,074			67,054
Income tax expense			14,569			4,324			2,503			21,396
Net income		$	27,059		$	8,028		$	10,571		$	45,658
Return on average allocated capital (ROT1CE) **			14.8	%		5.6	%		6.2	%		9.3	%
Segment Balance Sheet Data
	($ in Thousands)		Corporate and Commercial Specialty		Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Average Balances for 3Q 2014
Average earning assets		$	8,761,870		$	8,310,839		$	6,024,008		$	23,096,717
Average loans			8,750,207			8,310,839			79,915			17,140,961
Average deposits			5,092,314			10,337,637			2,443,427			17,873,378
Average allocated capital (T1CE) **		$	744,605		$	583,148		$	543,493		$	1,871,246
Average Balances for 3Q 2013
Average earning assets		$	8,080,676		$	7,647,106		$	5,311,685		$	21,039,467
Average loans			8,074,076			7,647,106			3,183			15,724,365
Average deposits			5,124,746			10,066,487			2,418,586			17,609,819
Average allocated capital (T1CE) **		$	726,588		$	567,073		$	596,736		$	1,890,397
* The consolidated credit provision is equal to the actual reported provision for credit losses.
** The Federal Reserve establishes capital adequacy requirements for the Corporation, including Tier 1 capital. Tier 1 capital is comprised of common capital and certain redeemable, non-cumulative preferred stock. Average allocated capital represents average Tier 1 common equity which is defined as average Tier 1 capital excluding qualifying perpetrual preferred stock and qualifying trust preferred securities. This is a non-GAAP financial measure. For segment reporting purposes, the ROT1CE reflects return on average allocated Tier 1 common equity ("T1CE"). The ROT1CE for the Risk Management and Shared Services segment and the Consolidated Total is inclusive of the annualized effect of the preferred stock dividends.

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Loans, Allowance for Loan Losses, and Credit Quality Loan Composition (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Loan composition
Commercial and industrial	$ 5,603,899	$ 4,822,680
Commercial real estate - owner occupied	1,014,335	1,114,715
Lease financing	52,600	55,483
Commercial and business lending	6,670,834	5,992,878
Commercial real estate - investor	3,043,361	2,939,456
Real estate construction	982,426	896,248
Commercial real estate lending	4,025,787	3,835,704
Total commercial	10,696,621	9,828,582
Home equity	1,676,525	1,825,014
Installment and Credit Cards	459,682	407,074
Residential mortgage	4,326,262	3,835,591
Total consumer	6,462,469	6,067,679
Total loans	$ 17,159,090	$ 15,896,261

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Short and Long-term Funding (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2012	Sep. 30, 2011	Mar. 31, 2011
Short-term Funding
Federal funds purchased	$ 272,190,000	$ 56,195,000
Securities sold under agreements to repurchase	493,451,000	419,247,000
Federal funds purchased and securities sold under agreements to repurchase	765,641,000	475,442,000
Federal Home Loan Bank ("FHLB") short-term advances	605,000,000	200,000,000
Commercial paper	59,539,000	65,484,000
Other short-term funding	664,539,000	265,484,000
Total short-term funding	1,430,180,000	740,926,000
Long-term Funding
Federal Home Loan Bank long-term advances	2,500,268,000	2,500,297,000
Senior notes , at par	430,000,000	585,000,000
Other long-term funding and capitalized costs	1,279,000	1,970,000
Total long-term funding	2,931,547,000	3,087,267,000
Total short and long-term funding	4,361,727,000	3,828,193,000
Long-term Funding (Textuals) [Abstract]
Weighted average interest rate of Long-term advances	0.10%	0.10%
New senior debt issued			$ 155,000,000	$ 130,000,000	$ 300,000,000
Debt instrument description	reprice at varying intervals, including $1.0 billion repricing at four week intervals, $750 million repricing at 13 week intervals, and $750 million repricing daily
Debt instrument description of variable rate basis	FHLB discount note
Senior Notes [Member]
Long Term Debt Disclosure [Line Items]
Percentage of interest rate on senior notes				5.125%	5.125%

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Loans, Allowance for Loan Losses, and Credit Quality Troubled Debt Restructurings Subsequent Default (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Financing Receivable, Modifications [Line Items]
Number of Loans	32	24	84	56
Recorded Investment	$ 2,372	$ 2,790	$ 7,744	$ 7,438
Commercial and Industrial Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	0	8	1	18
Recorded Investment	0	506	52	1,626
Commercial Real Estate Owner Occupied Portfolio [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	0	2	2	4
Recorded Investment	0	464	203	578
Commercial Real Estate Investor Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	1	1	2	5
Recorded Investment	493	405	1,613	1,992
Commercial Real Estate Construction Financing Receivable [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	0	1	1	2
Recorded Investment	0	118	160	158
Home Equity Port Folio Segments [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	12	4	25	12
Recorded Investment	367	147	939	699
Installment and Credit Cards [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	1	0	3	0
Recorded Investment	10	0	34	0
Residential Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	18	8	50	15
Recorded Investment	$ 1,502	$ 1,150	$ 4,743	$ 2,385

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Investment securities HTM Contractual Maturity Table (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Amortized cost and fair values of investment securities held to maturity
Securities held to maturity, debt securities due in one year or less, amortized cost	$ 0
Securities held to maturity, debt securities due after one year through five years, amortized cost	765
Securities held to maturity, debt securities due after five years through ten years, amortized cost	105,931
Securities held to maturity, debt securities due after ten years, amortized cost	195,245
Total held to maturity debt securities, amortized Cost	301,941	175,210
Securities held to maturity, debt securities due in one year or less, fair value	0
Securities held to maturity, debt securities due in one year through five years, fair value	774
Securities held to maturity, debt securities due after five years through ten years, fair value	106,998
Securities held to maturity, debt securities due after ten years, fair value	200,110
Investment securities held to maturity, fair value	$ 307,882	$ 169,889
Ratio of Fair Value to Amortized Cost, HTM	102.00%

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Basis of Presentation

9 Months Ended

Sep. 30, 2014

Basis of Presentation [Abstract]

Basis of Presentation

NOTE 1: Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position, results of operations and comprehensive income, changes in stockholders' equity, and cash flows of Associated Banc-Corp (individually referred to herein as the “Parent Company,” and together with all of its subsidiaries and affiliates, collectively referred to herein as the “Corporation”) for the periods presented, and all such adjustments are of a normal recurring nature. The consolidated financial statements include the accounts of all subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

Certain amounts in the consolidated financial statements of prior periods have been reclassified to conform with the current period's presentation. The consolidated statements of income were modified from prior periods' presentation to conform with the current period presentation, which shows a new provision for credit losses line item comprised of the provision for loan losses and the provision for unfunded commitments. In prior periods' presentation, the provision for unfunded commitments was reported as a component of losses other than loans in the consolidated statements of income. The presentation of the consolidated balance sheets remains unchanged with the allowance for loan losses presented as a valuation allowance with the related loan asset, while the allowance for unfunded commitments is included in accrued expenses and other liabilities.

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 credit losses, goodwill impairment assessment, mortgage servicing rights valuation, and income taxes. Management has evaluated subsequent events for potential recognition or disclosure.

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Loans, Allowance for Loan Losses, and Credit Quality (Details Textuals) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Loans Allowance For Loan Losses And Credit Quality Disclosure Textuals [Line Items]
Interest income recognized on accruing restructured loans			$ 4,000,000		$ 6,000,000
Restructured Loans Subsequently Accruing	10,000,000		10,000,000
YTD restructured loans still on nonaccrual	16,000,000		16,000,000
90 Days or More Past Due	62,373,000		62,373,000		86,863,000
Financing Receivable Modification Recorded Investment	18,504,000	12,898,000	26,373,000	38,791,000
Accruing Loans [Member]
Loans Allowance For Loan Losses And Credit Quality Disclosure Textuals [Line Items]
90 Days or More Past Due	$ 1,690,000		$ 1,690,000		$ 2,350,000

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Stock Based Compensation (Details Textuals) (USD $)	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Stock Based Compensation (Textuals) [Abstract]
Total fair value of vested stock options	$ 7,000,000		$ 9,000,000
Instrinsic value of stock options exercised	3,000,000		2,000,000
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized compensation expense for accelerated vesting of stock options	250,000
Recognized compensation expense for vesting of stock options	5,000,000	6,000,000	8,000,000
Unvested share-based payment awards	6,000,000
Total compensation cost not yet recognized, period for recognition	fourth quarter 2018
Restricted Stock Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized compensation expense for accelerated vesting of stock options	1,100,000
Recognized compensation expense for vesting of stock options	8,000,000	6,000,000	7,000,000
Unvested share-based payment awards	$ 24,000,000
Total compensation cost not yet recognized, period for recognition	fourth quarter 2018

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Loans, Allowance for Loan Losses, and Credit Quality (Tables)

9 Months Ended

Sep. 30, 2014

Financing Receivable, Impaired [Line Items]

Loan composition

The period end loan composition was as follows.
					September 30,		December 31,
					2014		2013
					($ in Thousands)
Commercial and industrial				$	5,603,899	$	4,822,680
Commercial real estate - owner occupied					1,014,335		1,114,715
Lease financing					52,600		55,483
	Commercial and business lending				6,670,834		5,992,878
Commercial real estate - investor					3,043,361		2,939,456
Real estate construction					982,426		896,248
	Commercial real estate lending				4,025,787		3,835,704
		Total commercial			10,696,621		9,828,582
Home equity					1,676,525		1,825,014
Installment and credit cards					459,682		407,074
Residential mortgage					4,326,262		3,835,591
		Total consumer			6,462,469		6,067,679
			Total loans	$	17,159,090	$	15,896,261

Changes in the allowance for loan losses

A summary of the changes in the allowance for credit losses was as follows.
		Nine Months Ended		Year Ended
		September 30, 2014		December 31, 2013
			($ in Thousands)
Allowance for Loan Losses:
Balance at beginning of period		$	268,315	$	297,409
Provision for loan losses			8,500		10,000
Charge offs			(35,318)		(88,061)
Recoveries			24,765		48,967
	Net charge offs		(10,553)		(39,094)
Balance at end of period		$	266,262	$	268,315
Allowance for Unfunded Commitments:
Balance at beginning of period		$	21,900	$	21,800
Provision for unfunded commitments			2,500		100
Balance at end of period		$	24,400	$	21,900
Allowance for Credit Losses		$	290,662	$	290,215

Changes in the allowance for loan losses by portfolio segment

$ in Thousands	Commercial and industrial		Commercial real estate - owner occupied		Lease financing		Commercial real estate - investor		Real estate construction			Home equity	Installment and credit cards		Residential mortgage			Total
Balance at Dec 31, 2013	$	104,501	$	19,476	$	1,607	$	58,156	$	23,418	$	32,196	$	2,416	$	26,545	$	268,315
Provision for loan losses		18,700		1,098		777		(14,292)		(3,831)		1,278		3,486		1,284		8,500
Charge offs		(11,421)		(2,963)		(29)		(4,358)		(1,761)		(9,713)		(1,751)		(3,322)		(35,318)
Recoveries		9,501		1,427		6		9,693		503		2,546		481		608		24,765
Balance at Sep 30, 2014	$	121,281	$	19,038	$	2,361	$	49,199	$	18,329	$	26,307	$	4,632	$	25,115	$	266,262
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	$	14,006	$	1,672	$	735	$	1,829	$	1,140	$	11	$	-	$	588	$	19,981
Ending balance impaired loans collectively evaluated for impairment	$	3,590	$	2,404	$	4	$	2,429	$	1,021	$	12,480	$	339	$	11,503	$	33,770
Total impaired loans	$	17,596	$	4,076	$	739	$	4,258	$	2,161	$	12,491	$	339	$	12,091	$	53,751
Ending balance all other loans collectively evaluated for impairment	$	103,685	$	14,962	$	1,622	$	44,941	$	16,168	$	13,816	$	4,293	$	13,024	$	212,511
Total	$	121,281	$	19,038	$	2,361	$	49,199	$	18,329	$	26,307	$	4,632	$	25,115	$	266,262
Loans:
Ending balance impaired loans individually evaluated for impairment	$	45,242	$	17,927	$	1,938	$	21,204	$	6,026	$	1,025	$	-	$	10,390	$	103,752
Ending balance impaired loans collectively evaluated for impairment	$	42,856	$	17,987	$	9	$	28,342	$	2,966	$	30,818	$	1,759	$	60,252	$	184,989
Total impaired loans	$	88,098	$	35,914	$	1,947	$	49,546	$	8,992	$	31,843	$	1,759	$	70,642	$	288,741
Ending balance all other loans collectively evaluated for impairment	$	5,515,801	$	978,421	$	50,653	$	2,993,815	$	973,434	$	1,644,682	$	457,923	$	4,255,620	$	16,870,349
Total	$	5,603,899	$	1,014,335	$	52,600	$	3,043,361	$	982,426	$	1,676,525	$	459,682	$	4,326,262	$	17,159,090

$ in Thousands	Commercial and industrial		Commercial real estate - owner occupied			Lease financing	Commercial real estate - investor		Real estate construction		Home equity		Installment		Residential mortgage			Total
Balance at Dec 31, 2012	$	97,852	$	27,389	$	3,024	$	63,181	$	20,741	$	56,826	$	4,299	$	24,097	$	297,409
Provision for loan losses		12,930		(1,778)		(1,429)		(2,140)		541		(8,213)		(2,127)		12,216		10,000
Charge offs		(35,146)		(6,474)		(206)		(9,846)		(3,375)		(20,629)		(1,389)		(10,996)		(88,061)
Recoveries		28,865		339		218		6,961		5,511		4,212		1,633		1,228		48,967
Balance at Dec 31, 2013	$	104,501	$	19,476	$	1,607	$	58,156	$	23,418	$	32,196	$	2,416	$	26,545	$	268,315
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	$	7,994	$	1,019	$	-	$	3,932	$	254	$	123	$	-	$	315	$	13,637
Ending balance impaired loans collectively evaluated for impairment	$	3,923	$	1,936	$	29	$	3,963	$	2,162	$	13,866	$	487	$	11,872	$	38,238
Total impaired loans	$	11,917	$	2,955	$	29	$	7,895	$	2,416	$	13,989	$	487	$	12,187	$	51,875
Ending balance all other loans collectively evaluated for impairment	$	92,584	$	16,521	$	1,578	$	50,261	$	21,002	$	18,207	$	1,929	$	14,358	$	216,440
Total	$	104,501	$	19,476	$	1,607	$	58,156	$	23,418	$	32,196	$	2,416	$	26,545	$	268,315
Loans:
Ending balance impaired loans individually evaluated for impairment	$	29,343	$	24,744	$	-	$	32,367	$	3,777	$	929	$	-	$	10,526	$	101,686
Ending balance impaired loans collectively evaluated for impairment	$	40,893	$	17,929	$	69	$	50,175	$	6,483	$	33,871	$	1,360	$	56,947	$	207,727
Total impaired loans	$	70,236	$	42,673	$	69	$	82,542	$	10,260	$	34,800	$	1,360	$	67,473	$	309,413
Ending balance all other loans collectively evaluated for impairment	$	4,752,444	$	1,072,042	$	55,414	$	2,856,914	$	885,988	$	1,790,214	$	405,714	$	3,768,118	$	15,586,848
Total	$	4,822,680	$	1,114,715	$	55,483	$	2,939,456	$	896,248	$	1,825,014	$	407,074	$	3,835,591	$	15,896,261

Summarized details of Loans

The following table presents loans by past due status at September 30, 2014.
		30-59 Days Past Due		60-89 Days Past Due	90 Days or More Past Due *			Total Past Due		Current		Total
	($ in Thousands)
Accruing loans
Commercial and industrial	$	2,035	$	1,912	$	269	$	4,216	$	5,548,540	$	5,552,756
Commercial real estate - owner occupied		1,024		1,651		-		2,675		987,320		989,995
Lease financing		-		-		-		-		50,653		50,653
Commercial and business lending		3,059		3,563		269		6,891		6,586,513		6,593,404
Commercial real estate - investor		15,869		-		-		15,869		3,002,386		3,018,255
Real estate construction		299		100		-		399		973,840		974,239
Commercial real estate lending		16,168		100		-		16,268		3,976,226		3,992,494
Total commercial		19,227		3,663		269		23,159		10,562,739		10,585,898
Home equity		7,999		2,739		-		10,738		1,644,526		1,655,264
Installment and credit cards		1,106		712		1,369		3,187		455,842		459,029
Residential mortgage		2,944		287		52		3,283		4,271,478		4,274,761
Total consumer		12,049		3,738		1,421		17,208		6,371,846		6,389,054
Total accruing loans	$	31,276	$	7,401	$	1,690	$	40,367	$	16,934,585	$	16,974,952
Nonaccrual loans
Commercial and industrial	$	2,061	$	1,254	$	7,633	$	10,948	$	40,195	$	51,143
Commercial real estate - owner occupied		429		582		10,159		11,170		13,170		24,340
Lease financing		-		-		550		550		1,397		1,947
Commercial and business lending		2,490		1,836		18,342		22,668		54,762		77,430
Commercial real estate - investor		140		685		8,418		9,243		15,863		25,106
Real estate construction		64		56		1,061		1,181		7,006		8,187
Commercial real estate lending		204		741		9,479		10,424		22,869		33,293
Total commercial		2,694		2,577		27,821		33,092		77,631		110,723
Home equity		1,606		2,067		10,607		14,280		6,981		21,261
Installment and credit cards		57		49		138		244		409		653
Residential mortgage		3,934		2,657		22,117		28,708		22,793		51,501
Total consumer		5,597		4,773		32,862		43,232		30,183		73,415
Total nonaccrual loans **	$	8,291	$	7,350	$	60,683	$	76,324	$	107,814	$	184,138
Total loans
Commercial and industrial	$	4,096	$	3,166	$	7,902	$	15,164	$	5,588,735	$	5,603,899
Commercial real estate - owner occupied		1,453		2,233		10,159		13,845		1,000,490		1,014,335
Lease financing		-		-		550		550		52,050		52,600
Commercial and business lending		5,549		5,399		18,611		29,559		6,641,275		6,670,834
Commercial real estate - investor		16,009		685		8,418		25,112		3,018,249		3,043,361
Real estate construction		363		156		1,061		1,580		980,846		982,426
Commercial real estate lending		16,372		841		9,479		26,692		3,999,095		4,025,787
Total commercial		21,921		6,240		28,090		56,251		10,640,370		10,696,621
Home equity		9,605		4,806		10,607		25,018		1,651,507		1,676,525
Installment and credit cards		1,163		761		1,507		3,431		456,251		459,682
Residential mortgage		6,878		2,944		22,169		31,991		4,294,271		4,326,262
Total consumer		17,646		8,511		34,283		60,440		6,402,029		6,462,469
Total loans	$	39,567	$	14,751	$	62,373	$	116,691	$	17,042,399	$	17,159,090
* The recorded investment in loans past due 90 days or more and still accruing totaled $2 million at September 30, 2014 (the same as the reported balances for the accruing loans noted above). ** The percent of nonaccrual loans which are current was 59% at September 30, 2014.

The following table presents loans by past due status at December 31, 2013.
		30-59 Days Past Due		60-89 Days Past Due	90 Days or More Past Due *			Total Past Due		Current		Total
	($ in Thousands)
Accruing loans
Commercial and industrial	$	3,390	$	3,436	$	1,199	$	8,025	$	4,776,936	$	4,784,961
Commercial real estate - owner occupied		1,015		2,091		-		3,106		1,081,945		1,085,051
Lease financing		-		-		-		-		55,414		55,414
Commercial and business lending		4,405		5,527		1,199		11,131		5,914,295		5,925,426
Commercial real estate - investor		9,081		14,134		-		23,215		2,878,645		2,901,860
Real estate construction		836		1,118		-		1,954		887,827		889,781
Commercial real estate lending		9,917		15,252		-		25,169		3,766,472		3,791,641
Total commercial		14,322		20,779		1,199		36,300		9,680,767		9,717,067
Home equity		8,611		2,069		346		11,026		1,788,821		1,799,847
Installment		885		265		637		1,787		404,173		405,960
Residential mortgage		5,253		865		168		6,286		3,781,673		3,787,959
Total consumer		14,749		3,199		1,151		19,099		5,974,667		5,993,766
Total accruing loans	$	29,071	$	23,978	$	2,350	$	55,399	$	15,655,434	$	15,710,833
Nonaccrual loans
Commercial and industrial	$	998	$	1,764	$	9,765	$	12,527	$	25,192	$	37,719
Commercial real estate - owner occupied		2,482		1,724		11,125		15,331		14,333		29,664
Lease financing		-		-		69		69		-		69
Commercial and business lending		3,480		3,488		20,959		27,927		39,525		67,452
Commercial real estate - investor		3,408		899		20,466		24,773		12,823		37,596
Real estate construction		2,376		-		2,267		4,643		1,824		6,467
Commercial real estate lending		5,784		899		22,733		29,416		14,647		44,063
Total commercial		9,264		4,387		43,692		57,343		54,172		111,515
Home equity		1,725		1,635		14,331		17,691		7,476		25,167
Installment		129		24		289		442		672		1,114
Residential mortgage		3,199		3,257		26,201		32,657		14,975		47,632
Total consumer		5,053		4,916		40,821		50,790		23,123		73,913
Total nonaccrual loans**	$	14,317	$	9,303	$	84,513	$	108,133	$	77,295	$	185,428
Total loans
Commercial and industrial	$	4,388	$	5,200	$	10,964	$	20,552	$	4,802,128	$	4,822,680
Commercial real estate - owner occupied		3,497		3,815		11,125		18,437		1,096,278		1,114,715
Lease financing		-		-		69		69		55,414		55,483
Commercial and business lending		7,885		9,015		22,158		39,058		5,953,820		5,992,878
Commercial real estate - investor		12,489		15,033		20,466		47,988		2,891,468		2,939,456
Real estate construction		3,212		1,118		2,267		6,597		889,651		896,248
Commercial real estate lending		15,701		16,151		22,733		54,585		3,781,119		3,835,704
Total commercial		23,586		25,166		44,891		93,643		9,734,939		9,828,582
Home equity		10,336		3,704		14,677		28,717		1,796,297		1,825,014
Installment		1,014		289		926		2,229		404,845		407,074
Residential mortgage		8,452		4,122		26,369		38,943		3,796,648		3,835,591
Total consumer		19,802		8,115		41,972		69,889		5,997,790		6,067,679
Total loans	$	43,388	$	33,281	$	86,863	$	163,532	$	15,732,729	$	15,896,261
* The recorded investment in loans past due 90 days or more and still accruing totaled $2 million at December 31, 2013 (the same as the reported balances for the accruing loans noted above). ** The percent of nonaccrual loans which are current was 42% at December 31, 2013.

Summarized details of impaired Loans

The following table presents impaired loans at September 30, 2014.
		Recorded Investment		Unpaid Principal Balance		Related Allowance		YTD Average Recorded Investment		YTD Interest Income Recognized(a)
Loans with a related allowance		($ in Thousands)
Commercial and industrial	$	74,410	$	76,852	$	17,596	$	74,470	$	2,548
Commercial real estate - owner occupied		23,250		25,849		4,076		24,412		585
Lease financing		1,946		1,946		739		2,074		-
Commercial and business lending		99,606		104,647		22,411		100,956		3,133
Commercial real estate - investor		38,566		42,836		4,258		40,288		988
Real estate construction		5,778		8,576		2,161		6,702		158
Commercial real estate lending		44,344		51,412		6,419		46,990		1,146
Total commercial		143,950		156,059		28,830		147,946		4,279
Home equity		30,996		34,392		12,491		31,842		1,105
Installment and credit cards		1,759		1,979		339		1,864		41
Residential mortgage		62,916		67,457		12,091		63,920		1,526
Total consumer		95,671		103,828		24,921		97,626		2,672
Total loans	$	239,621	$	259,887	$	53,751	$	245,572	$	6,951
Loans with no related allowance
Commercial and industrial	$	13,688	$	21,230	$	-	$	16,781	$	46
Commercial real estate - owner occupied		12,664		14,996		-		13,775		36
Lease financing		1		-		-		-		-
Commercial and business lending		26,353		36,226		-		30,556		82
Commercial real estate - investor		10,980		17,169		-		12,556		133
Real estate construction		3,214		3,904		-		3,313		-
Commercial real estate lending		14,194		21,073		-		15,869		133
Total commercial		40,547		57,299		-		46,425		215
Home equity		847		859		-		864		15
Installment and credit cards		-		-		-		-		-
Residential mortgage		7,726		7,845		-		7,774		104
Total consumer		8,573		8,704		-		8,638		119
Total loans	$	49,120	$	66,003	$	-	$	55,063	$	334
Total
Commercial and industrial	$	88,098	$	98,082	$	17,596	$	91,251	$	2,594
Commercial real estate - owner occupied		35,914		40,845		4,076		38,187		621
Lease financing		1,947		1,946		739		2,074		-
Commercial and business lending		125,959		140,873		22,411		131,512		3,215
Commercial real estate - investor		49,546		60,005		4,258		52,844		1,121
Real estate construction		8,992		12,480		2,161		10,015		158
Commercial real estate lending		58,538		72,485		6,419		62,859		1,279
Total commercial		184,497		213,358		28,830		194,371		4,494
Home equity		31,843		35,251		12,491		32,706		1,120
Installment and credit cards		1,759		1,979		339		1,864		41
Residential mortgage		70,642		75,302		12,091		71,694		1,630
Total consumer		104,244		112,532		24,921		106,264		2,791
Total loans(b)	$	288,741	$	325,890	$	53,751	$	300,635	$	7,285
(a) Interest income recognized included $4 million of interest income recognized on accruing restructured loans for the nine months ended September 30, 2014.
(b) The implied fair value mark on all impaired loans at September 30, 2014, was 72% of their unpaid principal balance. The fair value mark is calculated as the recorded investment, net of the related allowance, divided by the unpaid principal balance.

The following table presents impaired loans at December 31, 2013.
		Recorded Investment		Unpaid Principal Balance		Related Allowance		YTD Average Recorded Investment		YTD Interest Income Recognized (a)
Loans with a related allowance		($ in Thousands)
Commercial and industrial	$	57,857	$	65,443	$	11,917	$	61,000	$	1,741
Commercial real estate - owner occupied		22,651		25,072		2,955		24,549		995
Lease financing		69		69		29		76		-
Commercial and business lending		80,577		90,584		14,901		85,625		2,736
Commercial real estate - investor		64,647		68,228		7,895		68,776		2,735
Real estate construction		8,815		12,535		2,416		9,796		236
Commercial real estate lending		73,462		80,763		10,311		78,572		2,971
Total commercial		154,039		171,347		25,212		164,197		5,707
Home equity		34,707		40,344		13,989		36,623		1,518
Installment		1,360		1,676		487		1,753		100
Residential mortgage		60,157		69,699		12,187		62,211		1,861
Total consumer		96,224		111,719		26,663		100,587		3,479
Total loans	$	250,263	$	283,066	$	51,875	$	264,784	$	9,186
Loans with no related allowance
Commercial and industrial	$	12,379	$	19,556	$	-	$	14,291	$	306
Commercial real estate - owner occupied		20,022		22,831		-		20,602		315
Lease financing		-		-		-		-		-
Commercial and business lending		32,401		42,387		-		34,893		621
Commercial real estate - investor		17,895		25,449		-		19,354		130
Real estate construction		1,445		1,853		-		1,576		13
Commercial real estate lending		19,340		27,302		-		20,930		143
Total commercial		51,741		69,689		-		55,823		764
Home equity		93		92		-		94		2
Installment		-		-		-		-		-
Residential mortgage		7,316		8,847		-		7,321		185
Total consumer		7,409		8,939		-		7,415		187
Total loans	$	59,150	$	78,628	$	-	$	63,238	$	951
Total
Commercial and industrial	$	70,236	$	84,999	$	11,917	$	75,291	$	2,047
Commercial real estate - owner occupied		42,673		47,903		2,955		45,151		1,310
Lease financing		69		69		29		76		-
Commercial and business lending		112,978		132,971		14,901		120,518		3,357
Commercial real estate - investor		82,542		93,677		7,895		88,130		2,865
Real estate construction		10,260		14,388		2,416		11,372		249
Commercial real estate lending		92,802		108,065		10,311		99,502		3,114
Total commercial		205,780		241,036		25,212		220,020		6,471
Home equity		34,800		40,436		13,989		36,717		1,520
Installment		1,360		1,676		487		1,753		100
Residential mortgage		67,473		78,546		12,187		69,532		2,046
Total consumer		103,633		120,658		26,663		108,002		3,666
Total loans (b)	$	309,413	$	361,694	$	51,875	$	328,022	$	10,137
(a) Interest income recognized included $6 million of interest income recognized on accruing restructured loans for the year ended December 31, 2013.
(b) The implied fair value mark on all impaired loans at December 31, 2013, was 71% of their unpaid principal balance. The fair value mark is calculated as the recorded investment, net of the related allowance, divided by the unpaid principal balance.

Nonaccrual and Performing Restructured Loans

		September 30, 2014				December 31, 2013
		Performing Restructured Loans		Nonaccrual Restructured Loans *		Performing Restructured Loans		Nonaccrual Restructured Loans *
		($ in Thousands)
Commercial and industrial	$	36,956	$	4,759	$	32,517	$	6,900
Commercial real estate - owner occupied		11,574		8,031		13,009		10,999
Commercial real estate - investor		24,439		17,472		44,946		18,069
Real estate construction		805		2,833		3,793		2,065
Home equity		10,582		6,729		9,633		5,419
Installment and credit cards		1,106		230		246		451
Residential mortgage		19,141		23,260		19,841		15,682
Total	$	104,603	$	63,314	$	123,985	$	59,585
* Nonaccrual restructured loans have been included with nonaccrual loans.

Summary of Restructured Loans

The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio during the three and nine months ended September 30, 2014, and the recorded investment and unpaid principal balance as of September 30, 2014.
	Three Months Ended September 30, 2014					Nine Months Ended September 30, 2014
	Number of Loans		Recorded Investment (1)		Unpaid Principal Balance (2)	Number of Loans		Recorded Investment (1)		Unpaid Principal Balance (2)
	($ in Thousands)
Commercial and industrial	10	$	7,383	$	7,384	13	$	7,695	$	7,707
Commercial real estate - owner occupied	―		―		―	2		1,123		1,260
Commercial real estate - investor	3		5,603		5,918	4		6,096		6,425
Real estate construction	1		8		8	2		14		14
Home equity	42		1,428		1,486	94		3,407		3,593
Installment and credit cards	2		25		25	3		34		45
Residential mortgage	45		4,057		4,347	85		8,004		8,555
Total	103	$	18,504	$	19,168	203	$	26,373	$	27,599
(1) Represents post-modification outstanding recorded investment.
(2) Represents pre-modification outstanding recorded investment.

The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio during the three and nine months ended September 30, 2013, and the recorded investment and unpaid principal balance as of September 30, 2013.
	Three Months Ended September 30, 2013					Nine Months Ended September 30, 2013
	Number of Loans		Recorded Investment (1)		Unpaid Principal Balance (2)	Number of Loans		Recorded Investment (1)		Unpaid Principal Balance (2)
	($ in Thousands)
Commercial and industrial	19	$	5,479	$	6,384	58	$	11,379	$	14,028
Commercial real estate - owner occupied	7		3,373		3,488	17		9,313		9,596
Commercial real estate - investor	10		1,222		1,304	18		5,013		5,320
Real estate construction	3		227		248	9		2,006		2,084
Home equity	16		933		985	74		4,149		4,554
Installment	―		―		―	2		187		193
Residential mortgage	19		1,664		1,826	71		6,744		7,619
Total	74	$	12,898	$	14,235	249	$	38,791	$	43,394
(1) Represents post-modification outstanding recorded investment.
(2) Represents pre-modification outstanding recorded investment.

Troubled debt restructurings subsequent redefault

	Three Months Ended September 30, 2014			Nine Months Ended September 30, 2014
	Number of Loans	Recorded Investment		Number of Loans		Recorded Investment
	($ in Thousands)
Commercial and industrial	―	$	―	1	$	52
Commercial real estate - owner occupied	―		―	2		203
Commercial real estate - investor	1		493	2		1,613
Real estate construction	―		―	1		160
Home equity	12		367	25		939
Installment and credit cards	1		10	3		34
Residential mortgage	18		1,502	50		4,743
Total	32	$	2,372	84	$	7,744

	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013
	Number of Loans	Recorded Investment		Number of Loans		Recorded Investment
	($ in Thousands)
Commercial and industrial	8	$	506	18	$	1,626
Commercial real estate - owner occupied	2		464	4		578
Commercial real estate - investor	1		405	5		1,992
Real estate construction	1		118	2		158
Home equity	4		147	12		699
Residential mortgage	8		1,150	15		2,385
Total	24	$	2,790	56	$	7,438

Commercial Loan [Member]

Financing Receivable, Impaired [Line Items]

Commercial and Consumer loans by credit quality indicator

The following table presents commercial loans by credit quality indicator at September 30, 2014.
		Pass		Special Mention		Potential Problem		Impaired		Total
		($ in Thousands)
Commercial and industrial	$	5,268,521	$	113,864	$	133,416	$	88,098	$	5,603,899
Commercial real estate - owner occupied		900,306		29,107		49,008		35,914		1,014,335
Lease financing		45,506		1,360		3,787		1,947		52,600
Commercial and business lending		6,214,333		144,331		186,211		125,959		6,670,834
Commercial real estate - investor		2,930,817		34,524		28,474		49,546		3,043,361
Real estate construction		967,914		3,293		2,227		8,992		982,426
Commercial real estate lending		3,898,731		37,817		30,701		58,538		4,025,787
Total commercial	$	10,113,064	$	182,148	$	216,912	$	184,497	$	10,696,621
The following table presents commercial loans by credit quality indicator at December 31, 2013.
		Pass		Special Mention		Potential Problem		Impaired		Total
		($ in Thousands)
Commercial and industrial	$	4,485,160	$	153,615	$	113,669	$	70,236	$	4,822,680
Commercial real estate - owner occupied		959,849		55,404		56,789		42,673		1,114,715
Lease financing		52,733		897		1,784		69		55,483
Commercial and business lending		5,497,742		209,916		172,242		112,978		5,992,878
Commercial real estate - investor		2,740,255		64,230		52,429		82,542		2,939,456
Real estate construction		877,911		2,814		5,263		10,260		896,248
Commercial real estate lending		3,618,166		67,044		57,692		92,802		3,835,704
Total commercial	$	9,115,908	$	276,960	$	229,934	$	205,780	$	9,828,582

Consumer Loan [Member]

Financing Receivable, Impaired [Line Items]

Commercial and Consumer loans by credit quality indicator

The following table presents consumer loans by credit quality indicator at September 30, 2014.
		Performing		30-89 Days Past Due		Potential Problem		Impaired		Total
		($ in Thousands)
Home equity	$	1,633,033	$	10,738	$	911	$	31,843	$	1,676,525
Installment and credit cards		456,101		1,818		4		1,759		459,682
Residential mortgage		4,250,223		3,231		2,166		70,642		4,326,262
Total consumer	$	6,339,357	$	15,787	$	3,081	$	104,244	$	6,462,469
The following table presents consumer loans by credit quality indicator at December 31, 2013.
		Performing		30-89 Days Past Due		Potential Problem		Impaired		Total
		($ in Thousands)
Home equity	$	1,777,421	$	10,680	$	2,113	$	34,800	$	1,825,014
Installment		404,514		1,150		50		1,360		407,074
Residential mortgage		3,758,688		6,118		3,312		67,473		3,835,591
Total consumer	$	5,940,623	$	17,948	$	5,475	$	103,633	$	6,067,679

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Investment Securities (Tables)

9 Months Ended

Sep. 30, 2014

Investment Securities [Abstract]

Investment securities available for sale

						Gross		Gross
				Amortized		unrealized		unrealized
September 30, 2014:				cost		gains		losses			Fair value
					($ in Thousands)
Investment securities available for sale:
	U.S. Treasury securities			$	999	$	―	$	(3)	$	996
	Obligations of state and political subdivisions
		(municipal securities)			588,255		26,229		(48)		614,436
	Residential mortgage-related securities:
		Government-sponsored enterprise ("GSE")			3,725,218		59,047		(43,225)		3,741,040
		Private-label			2,475		9		(2)		2,482
	GNMA commercial mortgage-related securities				1,007,068		1,751		(28,217)		980,602
	Other securities (debt and equity)				5,806		60		―		5,866
			Total investment securities available for sale	$	5,329,821	$	87,096	$	(71,495)	$	5,345,422

						Gross		Gross
				Amortized		unrealized		unrealized
December 31, 2013:				cost		gains		losses			Fair value
					($ in Thousands)
Investment securities available for sale:
	U.S. Treasury securities			$	1,001	$	1	$	-	$	1,002
	Obligations of state and political subdivisions
		(municipal securities)			653,758		23,855		(1,533)		676,080
	Residential mortgage-related securities:
		GSE			3,855,467		61,542		(78,579)		3,838,430
		Private-label			3,035		16		(37)		3,014
	GNMA commercial mortgage-related securities				673,555		1,764		(27,842)		647,477
	Asset-backed securities (1)				23,049		10		-		23,059
	Other securities (debt and equity)				60,711		855		(43)		61,523
			Total investment securities available for sale	$	5,270,576	$	88,043	$	(108,034)	$	5,250,585

HeldToMaturitySecuritiesTextBlock

Investment securities held to maturity:
	Obligations of state and political subdivisions
		(municipal securities)		$	301,941	$	6,875	$	(934)	$	307,882
			Total investment securities held to maturity	$	301,941	$	6,875	$	(934)	$	307,882

Investment securities held to maturity:
	Obligations of state and political subdivisions
		(municipal securities)		$	175,210	$	401	$	(5,722)	$	169,889
			Total investment securities held to maturity	$	175,210	$	401	$	(5,722)	$	169,889
(1) The asset-backed securities position is largely comprised of senior, floating rate, tranches of student loan securities issued by SLM Corp and guaranteed under the Federal Family Education Loan Program.

Amortized cost and fair values of investment securities available for sale by contractual maturity

		Available for Sale					Held to Maturity
($ in Thousands)		Amortized Cost			Fair Value		Amortized Cost			Fair Value
Due in one year or less		$	28,053	$	28,232		$	-	$	-
Due after one year through five years			224,059		236,326			765		774
Due after five years through ten years			333,788		347,187			105,931		106,998
Due after ten years			9,142		9,480			195,245		200,110
	Total debt securities		595,042		621,225			301,941		307,882
Residential mortgage-related securities:
	GSE		3,725,218		3,741,040			-		-
	Private-label		2,475		2,482			-		-
GNMA commercial mortgage-related securities			1,007,068		980,602			-		-
Equity securities			18		73			-		-
	Total investment securities	$	5,329,821	$	5,345,422		$	301,941	$	307,882
Ratio of Fair Value to Amortized Cost					100.3	%				102.0	%

Unrealized losses and fair value of available for sale and held to maturity securities, by investment category and time length

			Less than 12 months					12 months or more						Total
			Number of	Unrealized			Fair	Number of	Unrealized			Fair	Unrealized			Fair
September 30, 2014:			Securities		Losses		Value	Securities		Losses		Value		Losses		Value
					($ in Thousands)
Investment securities available for sale:
	U.S. Treasury securities		1	$	(3)	$	996	0	$	―	$	―	$	(3)	$	996
	Obligations of state and political
		subdivisions (municipal securities)	5		(1)	$	1,799	13		(47)	$	5,647		(48)	$	7,446
	Residential mortgage-related securities:
		GSE	30		(1,472)		331,085	64		(41,753)		1,389,945		(43,225)		1,721,030
		Private-label	1		(1)		1,889	2		(1)		30		(2)		1,919
	GNMA commercial mortgage-related securities		12		(1,927)		363,315	15		(26,290)		390,443		(28,217)		753,758
		Total		$	(3,404)	$	699,084		$	(68,091)	$	1,786,065	$	(71,495)	$	2,485,149
Investment securities held to maturity:
	Obligations of state and political
		subdivisions (municipal securities)	39	$	(55)	$	14,443	119	$	(879)	$	55,522	$	(934)	$	69,965
		Total		$	(55)	$	14,443		$	(879)	$	55,522	$	(934)	$	69,965

					Less than 12 months					12 months or more				Total
			Number					Number
			of	Unrealized				of	Unrealized				Unrealized
December 31, 2013:			Securities	Losses		Fair Value		Securities	Losses		Fair Value		Losses		Fair Value
					($ in Thousands)
Investment securities available for sale:
	Obligations of state and political
		subdivisions (municipal securities)	113	$	(1,525)	$	47,044	1	$	(8)	$	273	$	(1,533)	$	47,317
	Residential mortgage-related securities:
		GSE	106		(57,393)		1,887,784	15		(21,186)		421,082		(78,579)		2,308,866
		Private-label	2		(37)		2,105	1		-		35		(37)		2,140
	GNMA commercial mortgage-related securities		19		(23,854)		443,462	1		(3,988)		45,950		(27,842)		489,412
	Other debt securities		5		(43)		6,452	0		-		-		(43)		6,452
		Total		$	(82,852)	$	2,386,847		$	(25,182)	$	467,340	$	(108,034)	$	2,854,187
Investment securities held to maturity:
	Obligations of state and political
		subdivisions (municipal securities)	298	$	(5,339)	$	124,435	10	$	(383)	$	5,010	$	(5,722)	$	129,445
		Total		$	(5,339)	$	124,435		$	(383)	$	5,010	$	(5,722)	$	129,445

Credit loss portion of other than temporary impairment

		Private-label
		Mortgage-Related		Trust Preferred
		Securities		Debt Securities			Total
		($ in Thousands)
Balance of credit-related other-than-temporary
	impairment at December 31, 2012	$	(532)	$	(6,336)	$	(6,868)
Reduction due to credit impaired securities sold			532		57		589
Balance of credit-related other-than-temporary							.
	impairment at December 31, 2013	$	―	$	(6,279)	$	(6,279)
Reduction due to credit impaired securities sold or abandoned			―		6,279		6,279
Balance of credit-related other-than-temporary							.
	impairment at September 30, 2014	$	―	$	―	$	―

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Loans, Allowance for Loan Losses, and Credit Quality Consumer Loans by Credit Quality Indicator (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Consumer Loans By Credit Quality Indicator [Abstract]
Home equity	$ 1,676,525	$ 1,825,014
Installment and Credit Cards	459,682	407,074
Residential mortgage	4,326,262	3,835,591
Total consumer	6,462,469	6,067,679
Performing Financing Receivable [Member]
Consumer Loans By Credit Quality Indicator [Abstract]
Home equity	1,633,033	1,777,421
Installment and Credit Cards	456,101	404,514
Residential mortgage	4,250,223	3,758,688
Total consumer	6,339,357	5,940,623
Thirty To Eighty Nine Days Past Due [Member]
Consumer Loans By Credit Quality Indicator [Abstract]
Home equity	10,738	10,680
Installment and Credit Cards	1,818	1,150
Residential mortgage	3,231	6,118
Total consumer	15,787	17,948
Potential Problem [Member]
Consumer Loans By Credit Quality Indicator [Abstract]
Home equity	911	2,113
Installment and Credit Cards	4	50
Residential mortgage	2,166	3,312
Total consumer	3,081	5,475
Impaired [Member]
Consumer Loans By Credit Quality Indicator [Abstract]
Home equity	31,843	34,800
Installment and Credit Cards	1,759	1,360
Residential mortgage	70,642	67,473
Total consumer	$ 104,244	$ 103,633

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Investment Securities AFS Securities Amortized Cost and Fair Value (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Investment securities available for sale:
Investment securities available for sale, amortized cost	$ 5,329,821	$ 5,270,576
Investment securities available for sale, gross unrealized gains	87,096	88,043
Investment securities available for sale, gross unrealized losses	(71,495)	(108,034)
Investment securities available for sale, fair value	5,345,422	5,250,585
US Treasury Securities [Member]
Investment securities available for sale:
Investment securities available for sale, amortized cost	999	1,001
Investment securities available for sale, gross unrealized gains	0	1
Investment securities available for sale, gross unrealized losses	(3)	0
Investment securities available for sale, fair value	996	1,002
Obligations of state and political subdivisions (municipal securities) [Member]
Investment securities available for sale:
Investment securities available for sale, amortized cost	588,255	653,758
Investment securities available for sale, gross unrealized gains	26,229	23,855
Investment securities available for sale, gross unrealized losses	(48)	(1,533)
Investment securities available for sale, fair value	614,436	676,080
Government-Sponsored Enterprise (GSE) [Member]
Investment securities available for sale:
Investment securities available for sale, amortized cost	3,725,218	3,855,467
Investment securities available for sale, gross unrealized gains	59,047	61,542
Investment securities available for sale, gross unrealized losses	(43,225)	(78,579)
Investment securities available for sale, fair value	3,741,040	3,838,430
Private Label [Member]
Investment securities available for sale:
Investment securities available for sale, amortized cost	2,475	3,035
Investment securities available for sale, gross unrealized gains	9	16
Investment securities available for sale, gross unrealized losses	(2)	(37)
Investment securities available for sale, fair value	2,482	3,014
GNMA commercial mortgage-related securities [Member]
Investment securities available for sale:
Investment securities available for sale, amortized cost	1,007,068	673,555
Investment securities available for sale, gross unrealized gains	1,751	1,764
Investment securities available for sale, gross unrealized losses	(28,217)	(27,842)
Investment securities available for sale, fair value	980,602	647,477
Asset-backed Securities [Member]
Investment securities available for sale:
Investment securities available for sale, amortized cost	0	23,049
Investment securities available for sale, gross unrealized gains	0	10
Investment securities available for sale, gross unrealized losses	0	0
Investment securities available for sale, fair value	0	23,059
Other Debt And Other Equity Securities [Member]
Investment securities available for sale:
Investment securities available for sale, amortized cost	5,806	60,711
Investment securities available for sale, gross unrealized gains	60	855
Investment securities available for sale, gross unrealized losses	0	(43)
Investment securities available for sale, fair value	$ 5,866	$ 61,523

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Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2014

Goodwill and Other Intangible Assets [Abstract]

Summary of core deposit intangibles and other intangibles

	Nine Months Ended		Year Ended
	September 30, 2014		December 31, 2013
		($ in Thousands)
Core deposit intangibles:
Gross carrying amount	$	36,230	$	36,230
Accumulated amortization		(33,878)		(31,565)
Net book value	$	2,352	$	4,665
Amortization during the period	$	2,313	$	3,122
Other intangibles:
Gross carrying amount	$	19,283	$	19,283
Accumulated amortization		(13,423)		(12,764)
Net book value	$	5,860	$	6,519
Amortization during the period	$	659	$	921

Summary of changes in balance of mortgage servicing rights asset and mortgage servicing rights valuation allowance

		Nine Months Ended			Year Ended
		September 30, 2014			December 31, 2013
			($ in Thousands)
Mortgage servicing rights:
Mortgage servicing rights at beginning of period		$	64,193		$	61,425
	Additions		5,844			18,256
	Amortization		(8,224)			(15,488)
Mortgage servicing rights at end of period		$	61,813		$	64,193
Valuation allowance at beginning of period			(913)			(15,476)
	Recoveries, net		89			14,563
Valuation allowance at end of period			(824)			(913)
Mortgage servicing rights, net		$	60,989		$	63,280
Fair value of mortgage servicing rights		$	69,940		$	74,444
Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)			8,012,000			8,084,000
Mortgage servicing rights, net to servicing portfolio			0.76	%		0.78	%
Mortgage servicing rights expense (1)		$	8,135		$	925

Summary of estimated future amortization expense

	Core Deposit		Other		Mortgage Servicing
Estimated amortization expense:	Intangibles		Intangibles		Rights
		($ in Thousands)
Three months ending December 31, 2014	$	555	$	220	$	2,773
Year ending December 31, 2015		1,404		839		9,760
Year ending December 31, 2016		281		803		8,084
Year ending December 31, 2017		112		770		6,727
Year ending December 31, 2018		―		740		5,621
Year ending December 31, 2019		―		441		4,721
Beyond 2019		―		2,047		24,127
Total Estimated Amortization Expense	$	2,352	$	5,860	$	61,813

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Short And Long-term Funding (Tables)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Breakdown of short and long-term debt balances

			September 30,		December 31,
			2014		2013
			($ in Thousands)
Short-Term Funding
Federal funds purchased		$	272,190	$	56,195
Securities sold under agreements to repurchase			493,451		419,247
	Federal funds purchased and securities sold under agreements to repurchase		765,641		475,442
FHLB advances			605,000		200,000
Commercial paper			59,539		65,484
	Other short-term funding		664,539		265,484
	Total short-term funding	$	1,430,180	$	740,926
Long-Term Funding
FHLB advances		$	2,500,268	$	2,500,297
Senior notes, at par			430,000		585,000
Other long-term funding and capitalized costs			1,279		1,970
	Total long-term funding	$	2,931,547	$	3,087,267
Total short and long-term funding		$	4,361,727	$	3,828,193

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 141,771	$ 140,934
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for credit losses	11,000	7,800
Depreciation and amortization	38,023	36,738
(Recovery of) addition to valuation allowance on mortgage servicing rights, net	(89)	(14,097)
Amortization of mortgage servicing rights	8,224	12,479
Amortization of other intangible assets	2,972	3,032
Amortization and accretion on earning assets, funding, and other, net	21,647	36,973
Tax impact of stock-based compensation	1,184	448
(Gain) loss on sales of investment securities, net and impairment write-downs	(469)	(582)
(Gain) loss on sales of assets and impairment write-downs, net	(6,561)	(2,726)
Gain on mortgage banking activities, net	(11,668)	(31,539)
Mortgage loans originated and acquired for sale	(777,532)	(1,977,357)
Proceeds from sales of mortgage loans held for sale	735,565	2,152,286
Pension Contributions	(21,270)	(28,000)
(Increase) decrease in interest receivable	(3,301)	739
Increase (decrease) in interest payable	(6,451)	(8,293)
Net change in other assets and other liabilities	(2,333)	42,721
Net cash provided by (used in) operating activities	130,712	371,556
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in loans	(1,292,718)	(233,755)
Purchases of:
Available for sale securities	(808,899)	(1,305,155)
Held to maturity securities	(126,602)	(85,453)
FHLB stock	(7,626)	(28,520)
Premises, equipment, and software, net of disposals	(35,507)	(49,139)
Other assets	(2,460)	(1,401)
Proceeds from:
Sales of available for sale securities	101,987	135,809
Sale of FHLB stock	0	14,399
Prepayments, calls and maturities of available for sale securities	620,606	1,082,290
Prepayments, calls and maturities of held to maturity securities	6,170	0
Prepayments, calls, and maturities of other assets	29,136	30,857
Net cash provided by (used in) investing activities	(1,515,913)	(440,068)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits	934,091	1,398,043
Net increase (decrease) in short-term funding	689,254	(700,059)
Repayment of long-term funding	(155,058)	(400,156)
Purchase of preferred stock	(960)	(617)
Cash dividends on common stock	(43,299)	(40,223)
Cash dividends on preferred stock	(3,777)	(3,885)
Purchase of treasury stock	(162,743)	(93,294)
Net cash provided by (used in) financing activities	1,257,508	159,809
Net increase (decrease) in cash and cash equivalents	(127,693)	91,297
Cash and cash equivalents at beginning of period	602,245	737,873
Cash and cash equivalents at end of period	474,552	829,170
Supplemental disclosures of cash flow information:
Cash paid for interest	46,026	57,310
Cash (received) paid for income taxes	57,167	29,700
Loans and bank premises transferred to other real estate owned	17,125	21,962
Capitalized mortgage servicing rights	$ 5,844	$ 15,968

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Derivative and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2014

Derivative and Hedging Activities [Abstract]

Balance sheet category and fair values of derivative instruments not designated as hedging instruments

							Weighted Average
($ in Thousands)			Notional		Fair	Balance Sheet	Receive		Pay
			Amount		Value	Category	Rate(1)		Rate(1)		Maturity
September 30, 2014
Interest rate-related instruments — customer and mirror		$	1,665,024	$	31,862	Trading assets	1.62	%	1.62	%	41	months
Interest rate-related instruments — customer and mirror			1,665,024		(34,071)	Trading liabilities	1.62	%	1.62	%	41	months
Interest rate lock commitments (mortgage)			145,037		1,440	Other assets	-		-			-
Forward commitments (mortgage)			247,000		(623)	Other liabilities	-		-			-
Foreign currency exchange forwards			69,737		2,143	Trading assets	-		-			-
Foreign currency exchange forwards			65,277		(1,932)	Trading liabilities	-		-			-
Purchased options (time deposit)			111,163		6,943	Other assets	-		-			-
Written options (time deposit)			111,163		(6,943)	Other liabilities	-		-			-
December 31, 2013
Interest rate-related instruments — customer and mirror		$	1,821,787	$	42,980	Trading assets	1.63	%	1.63	%	45	months
Interest rate-related instruments — customer and mirror			1,821,787		(45,815)	Trading liabilities	1.63	%	1.63	%	45	months
Interest rate lock commitments (mortgage)			102,225		416	Other assets	-		-			-
Forward commitments (mortgage)			135,000		1,301	Other assets	-		-			-
Foreign currency exchange forwards			25,747		748	Trading assets	-		-			-
Foreign currency exchange forwards			24,413		(655)	Trading liabilities	-		-			-
Purchased options (time deposit)			115,953		7,328	Other assets	-		-			-
Written options (time deposit)			115,953		(7,328)	Other liabilities	-		-			-
(1)	Reflects the weighted average receive rate and pay rate for the interest rate swap derivative financial instruments only.

Gain (loss) on derivative instruments not designated as hedging instruments

	Income Statement Category of	Gain / (Loss)
	Gain / (Loss) Recognized in Income	Recognized in Income
			($ in Thousands)
Nine Months Ended September 30, 2014
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	626
Interest rate lock commitments (mortgage)	Mortgage banking, net		1,024
Forward commitments (mortgage)	Mortgage banking, net		(1,924)
Foreign currency exchange forwards	Capital market fees, net		118
Nine Months Ended September 30, 2013
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	2,600
Interest rate lock commitments (mortgage)	Mortgage banking, net		(4,234)
Forward commitments (mortgage)	Mortgage banking, net		(4,406)
Foreign currency exchange forwards	Capital market fees, net		4

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Accumulated Other Comprehensive Income (Loss) Reclassifications Out of AOCI (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	$ 10,494	$ (25,015)	$ (24,244)	$ 48,603
Other comprehensive income (loss) before reclassification	(20,123)	(20,558)	36,061	(142,318)
Amounts reclassified from accumulated other comprehensive income (loss)	275	842	525	2,688
Income tax (expense) benefit	7,629	7,611	(14,067)	53,907
Total other comprehensive income (loss)	(12,219)	(12,105)	22,519	(85,723)
Ending Balance	(1,725)	(37,120)	(1,725)	(37,120)
Securities Available For Sale [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	22,935	11,153	(11,396)	86,109
Other comprehensive income (loss) before reclassification	(20,123)	(20,558)	36,061	(142,318)
Amounts reclassified from accumulated other comprehensive income (loss)	(57)	(248)	(469)	(582)
Income tax (expense) benefit	7,757	8,031	(13,684)	55,169
Total other comprehensive income (loss)	(12,423)	(12,775)	21,908	(87,731)
Ending Balance	10,512	(1,622)	10,512	(1,622)
Defined Benefit Plans [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(12,441)	(36,168)	(12,848)	(37,506)
Other comprehensive income (loss) before reclassification	0	0	0	0
Amounts reclassified from accumulated other comprehensive income (loss)	332	1,090	994	3,270
Income tax (expense) benefit	(128)	(420)	(383)	(1,262)
Total other comprehensive income (loss)	204	670	611	2,008
Ending Balance	$ (12,237)	$ (35,498)	$ (12,237)	$ (35,498)

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Stock-Based Compensation Stock Option Activity (Details) (USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Fair value assumptions of stock options
Dividend yield	2.00%	2.00%
Risk-free interest rate	2.00%	0.99%
Weighted average expected volatility	20.00%	34.35%
Weighted average expected life	6 years	6 years
Weighted average per share fair value of stock options	$ 3.00	$ 3.80
Summary of Company's Stock Option Activities
Stock Options Shares Outstanding, Beginning balance	8,034,243	8,640,558
Granted, Shares	1,389,452	1,020,979
Exercised, Shares	(754,470)	(642,202)
Forfeited or expired, Shares	(589,238)	(985,092)
Stock Options Shares Outstanding, Ending balance	8,079,987	8,034,243
Options exercisable, shares	5,225,930	4,923,720
Stock Options Outstanding, Weighted Average Exercise Price, Beginning balance	$ 18.37	$ 18.88
Granted, Weighted Average Exercise Price	$ 17.45	$ 14.02
Exercised, Weighted Average Exercise Price	$ 13.74	$ 13.43
Forfeited or expired, Weighted Average Exercise Price	$ 24.36	$ 21.49
Stock Options Outstanding, Weighted Average Exercise Price, Ending balance	$ 18.21	$ 18.37
Options Exercisable, Weighted Average Exercise Price	$ 19.78	$ 21.48
Stock Options Outstanding, Weighted Average Remaining Contractual Term	6 years 1 month	6 years 0 months
Options exercisable, Weighted Average Remaining Contractual Term	4 years 9 months	4 years 7 months
Stock Options Outstanding, Aggregate Intrinsic Value	$ 17,762	$ 20,838
Options exercisable, Aggregate Intrinsic Value	$ 11,624	$ 8,580

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Loans, Allowance for Loan Losses, and Credit Quality Changes in the Allowance for Loan Losses (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Changes in the allowance for loan losses
Loans and Leases Receivable, Allowance, Beginning Balance	$ 268,315	$ 297,409
Provision for loan losses	8,500	10,000
Charge offs	(35,318)	(88,061)
Recoveries	24,765	48,967
Net charge offs	(10,553)	(39,094)
Loans and Leases Receivable, Allowance, Ending Balance	266,262	268,315
Changes in the allowance for unfunded commitments
Allowance for Credit Losses	290,662	290,215
Reserve for Off-balance Sheet Activities [Member]
Changes in the allowance for unfunded commitments
Balance at beginning of period	21,900	21,800
Provision for unfunded commitments	2,500	100
Balance at end of period	$ 24,400	$ 21,900

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Balance Sheet Offsetting (Details) (Interest Rate Contract [Member], USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Interest Rate Contract [Member]
Offsetting of Derivative Assets [Abstract]
Gross amounts recognized	$ 1,406	$ 3,084
Gross amounts offset in the balance sheet	0	0
Net amounts presented in the balance sheet	1,406	3,084
Financial instruments	(1,406)	(3,082)
Collateral	0	0
Net amount	0	2
Offsetting of Derivative Liabilities [Abstract]
Gross amounts recognized	31,898	41,786
Gross amounts offset in the balance sheet	0	0
Net amounts presented in the balance sheet	31,898	41,786
Financial instruments	(1,406)	(3,082)
Collateral	(21,149)	(33,405)
Net amount	$ 9,343	$ 5,299

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Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
ASSETS
Cash and due from banks	$ 381,287	$ 455,482
Interest-bearing deposits in other financial institutions	74,945	126,018
Federal funds sold and securities purchased under agreements to resell	18,320	20,745
Investment securities held to maturity at amortized cost	301,941	175,210
Investment securities available for sale, fair value	5,345,422	5,250,585
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost	188,875	181,249
Loans held for sale	141,672	64,738
Loans	17,159,090	15,896,261
Allowance for loan losses	(266,262)	(268,315)
Loans, net	16,892,828	15,627,946
Premises and equipment, net	272,283	270,890
Goodwill	929,168	929,168
Other intangible assets, net	69,201	74,464
Trading assets	34,005	43,728
Other assets	1,003,875	1,006,697
Total assets	25,653,822	24,226,920
LIABILITIES AND STOCKHOLDERS' EQUITY
Noninterest-bearing demand deposits	4,302,454	4,626,312
Interest-bearing deposits	13,898,804	12,640,855
Total deposits	18,201,258	17,267,167
Federal funds purchased and securities sold under agreements to repurchase	765,641	475,442
Other short-term funding	664,539	265,484
Long-term funding	2,931,547	3,087,267
Trading liabilities	36,003	46,470
Accrued expenses and other liabilities	185,256	193,800
Total liabilities	22,784,244	21,335,630
Stockholders' equity
Preferred equity	61,024	61,862
Common stock	1,719	1,750
Surplus	1,583,032	1,617,990
Retained earnings	1,466,525	1,392,508
Accumulated other comprehensive income (loss)	(1,725)	(24,244)
Treasury stock, at cost	(240,997)	(158,576)
Total stockholders' equity	2,869,578	2,891,290
Total liabilities and stockholders' equity	$ 25,653,822	$ 24,226,920
Preferred shares issued	62,689	63,549
Preferred shares authorized (par value $1.00 per share)	750,000	750,000
Common shares issued	171,888,747	175,012,686
Common shares authorized (par value $0.01 per share)	250,000,000	250,000,000
Treasury shares of common stock	15,126,171	10,874,182

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Investment Securities HTM Securities Amortized Cost and Fair Value (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Investment securities held to maturity:
Investment securities held to maturity at amortized cost	$ 301,941	$ 175,210
Investment securities held to maturity, gross unrealized gains	6,875	401
Investment securities held to maturity, gross unrealized losses	(934)	(5,722)
Investment securities held to maturity, fair value	307,882	169,889
Obligations of state and political subdivisions (municipal securities) [Member]
Investment securities held to maturity:
Investment securities held to maturity at amortized cost	301,941	175,210
Investment securities held to maturity, gross unrealized gains	6,875	401
Investment securities held to maturity, gross unrealized losses	(934)	(5,722)
Investment securities held to maturity, fair value	$ 307,882	$ 169,889

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Consolidated Statements of Changes in Stockholder's Equity (Unaudited) (USD $) In Thousands, unless otherwise specified	Total	Preferred Equity	Common Stock	Surplus	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock
Beginning balance at Dec. 31, 2012	$ 2,936,399	$ 63,272	$ 1,750	$ 1,602,136	$ 1,281,811	$ 48,603	$ (61,173)
Comprehensive (loss) income:
Net income	140,934	0	0	0	140,934	0	0
Other comprehensive income (loss)	(85,723)	0	0	0	0	(85,723)	0
Comprehensive income (loss)	55,211
Common stock issued:
Stock-based compensation plans, net	6,875	0	0	564	(17,057)	0	23,368
Purchase of treasury stock	(93,294)	0	0	0	0	0	(93,294)
Cash dividends:
Common stock	(40,223)	0	0	0	(40,223)	0	0
Preferred stock	(3,885)	0	0	0	(3,885)	0	0
Accretion of preferred stock discount	0	0	0	0	0	0	0
Purchase of Preferred Stock	(617)	(535)	0	0	(82)	0	0
Stock-based compensation expense, net	11,368	0	0	11,368	0	0	0
Tax benefit of stock options	448	0	0	448	0	0	0
Ending balance at Sep. 30, 2013	2,872,282	62,737	1,750	1,614,516	1,361,498	(37,120)	(131,099)
Beginning balance at Dec. 31, 2013	2,891,290	61,862	1,750	1,617,990	1,392,508	(24,244)	(158,576)
Comprehensive (loss) income:
Net income	141,771	0	0	0	141,771	0	0
Other comprehensive income (loss)	22,519	0	0	0	0	22,519	0
Comprehensive income (loss)	164,290
Common stock issued:
Stock-based compensation plans, net	11,131	0	0	1,863	(20,556)	0	29,824
Purchase of treasury stock	(162,743)	0	0	0	0	0	(162,743)
Cash dividends:
Common stock	(43,299)	0	0		(43,299)	0	0
Preferred stock	(3,777)	0	0	0	(3,777)	0	0
Purchase of common stock returned to authorized but unissued	0	0	(31)	(50,467)	0	0	50,498
Purchase of Preferred Stock	(960)	(838)	0	0	(122)	0	0
Stock-based compensation expense, net	12,462	0	0	12,462	0	0	0
Tax benefit of stock options	1,184	0	0	1,184	0	0	0
Ending balance at Sep. 30, 2014	$ 2,869,578	$ 61,024	$ 1,719	$ 1,583,032	$ 1,466,525	$ (1,725)	$ (240,997)

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Loans, Allowance for Loan Losses, and Credit Quality Troubled Debt Restructurings Performing and Nonaccrual (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans	$ 104,603	$ 123,985
Nonaccrual Restructured Loans	63,314	59,585
Commercial and Industrial Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans	36,956	32,517
Nonaccrual Restructured Loans	4,759	6,900
Commercial Real Estate Owner Occupied Portfolio [Member]
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans	11,574	13,009
Nonaccrual Restructured Loans	8,031	10,999
Commercial Real Estate Investor Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans	24,439	44,946
Nonaccrual Restructured Loans	17,472	18,069
Commercial Real Estate Construction Financing Receivable [Member]
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans	805	3,793
Nonaccrual Restructured Loans	2,833	2,065
Home Equity Port Folio Segments [Member]
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans	10,582	9,633
Nonaccrual Restructured Loans	6,729	5,419
Installment and Credit Cards [Member]
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans	1,106	246
Nonaccrual Restructured Loans	230	451
Residential Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans	19,141	19,841
Nonaccrual Restructured Loans	$ 23,260	$ 15,682

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2014

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)

Assets and Liabilities Measured at Fair Value
Using Significant Unobservable Inputs (Level 3)
			Investment Securities Available for Sale		Derivative Financial Instruments
($ in Thousands)
Balance December 31, 2012			$	480	$	7,647
	Total net losses included in income:
		Mortgage derivative loss		―		(5,930)
	Total net losses included in other comprehensive income:
		Unrealized investment securities loss		(70)		―
	Sales of investment securities			(111)		―
Balance December 31, 2013			$	299	$	1,717
	Total net losses included in income:
		Mortgage derivative loss		―		(900)
	Sales of investment securities			(99)		―
Balance September 30, 2014			$	200	$	817

Assets and Liabilities Measured on Nonrecurring Basis at Fair Value

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
				Fair Value Measurements Using
	September 30, 2014			Level 1		Level 2		Level 3
		($ in Thousands)
Assets:
Loans held for sale	$	142,097	$	―	$	142,097	$	―
Impaired loans (1)		83,771		―		―		83,771
Mortgage servicing rights		69,940		―		―		69,940

				Fair Value Measurements Using
	December 31, 2013			Level 1		Level 2		Level 3
		($ in Thousands)
Assets:
Loans held for sale	$	64,738	$	―	$	64,738	$	―
Impaired loans (1)		88,049		―		―		88,049
Mortgage servicing rights		74,444		―		―		74,444

Estimated fair values of financial instruments

		September 30, 2014
		Carrying				Fair Value Measurements Using
		Amount		Fair Value		Level 1		Level 2		Level 3
		($ in Thousands)
Financial assets:
Cash and due from banks	$	381,287	$	381,287	$	381,287	$	―	$	―
Interest-bearing deposits in other financial institutions		74,945		74,945		74,945		―		―
Federal funds sold and securities purchased under
agreements to resell		18,320		18,320		18,320		―		―
Investment securities held to maturity		301,941		307,882		―		307,882		―
Investment securities available for sale		5,345,422		5,345,422		3,662		5,341,560		200
FHLB and Federal Reserve Bank stocks		188,875		188,875		―		188,875		―
Loans held for sale		141,672		142,097		―		142,097		―
Loans, net		16,892,828		17,038,692		―		―		17,038,692
Bank owned life insurance		571,422		571,422		―		571,422		―
Accrued interest receivable		69,609		69,609		69,609		―		―
Interest rate-related instruments		31,862		31,862		―		31,862		―
Foreign currency exchange forwards		2,143		2,143		―		2,143		―
Interest rate lock commitments to originate residential
mortgage loans held for sale		1,440		1,440		―		―		1,440
Purchased options (time deposit)		6,943		6,943		―		6,943		―
Financial liabilities:
Noninterest-bearing demand, savings, interest-bearing
demand, and money market deposits	$	16,687,892	$	16,687,892	$	―	$	―	$	16,687,892
Brokered CDs and other time deposits		1,513,366		1,513,366		―		1,513,366		―
Short-term funding		1,430,180		1,430,180		―		1,430,180		―
Long-term funding		2,931,547		2,922,749		―		2,922,749		―
Accrued interest payable		1,543		1,543		1,543		―		―
Interest rate-related instruments		34,071		34,071		―		34,071		―
Foreign currency exchange forwards		1,932		1,932		―		1,932		―
Standby letters of credit (1)		3,526		3,526		―		3,526		―
Forward commitments to sell residential mortgage loans		623		623		―		―		623
Written options (time deposit)		6,943		6,943		―		6,943		―

		December 31, 2013
		Carrying				Fair Value Measurements Using
		Amount		Fair Value		Level 1		Level 2		Level 3
		($ in Thousands)
Financial assets:
Cash and due from banks	$	455,482	$	455,482	$	455,482	$	―	$	―
Interest-bearing deposits in other financial institutions		126,018		126,018		126,018		―		―
Federal funds sold and securities purchased under
agreements to resell		20,745		20,745		20,745		―		―
Investment securities held to maturity		175,210		169,889		―		169,889		―
Investment securities available for sale		5,250,585		5,250,585		4,240		5,246,046		299
FHLB and Federal Reserve Bank stocks		181,249		181,249		―		181,249		―
Loans held for sale		64,738		64,738		―		64,738		―
Loans, net		15,627,946		15,599,094		―		―		15,599,094
Bank owned life insurance		568,413		568,413		―		568,413		―
Accrued interest receivable		66,308		66,308		66,308		―		―
Interest rate-related instruments		42,980		42,980		―		42,980		―
Foreign currency exchange forwards		748		748		―		748		―
Interest rate lock commitments to originate residential
mortgage loans held for sale		416		416		―		―		416
Forward commitments to sell residential mortgage loans		1,301		1,301		―		―		1,301
Purchased options (time deposit)		7,328		7,328		―		7,328		―
Financial liabilities:
Noninterest-bearing demand, savings, interest-bearing
demand, and money market deposits	$	15,581,971	$	15,581,971	$	―	$	―	$	15,581,971
Brokered CDs and other time deposits		1,685,196		1,687,198		―		1,687,198		―
Short-term funding		740,926		740,926		―		740,926		―
Long-term funding		3,087,267		3,085,893		―		3,085,893		―
Accrued interest payable		7,994		7,994		7,994		―		―
Interest rate-related instruments		45,815		45,815		―		45,815		―
Foreign currency exchange forwards		655		655		―		655		―
Standby letters of credit (1)		3,754		3,754		―		3,754		―
Written options (time deposit)		7,328		7,328		―		7,328		―

Fair Value, Measurements, Recurring [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Assets and Liabilities Measured on Recurring Basis at Fair Value

Assets and Liabilities Measured at Fair Value on a Recurring Basis
					Fair Value Measurements Using
		September 30, 2014			Level 1		Level 2		Level 3
			($ in Thousands)
Assets:
Investment securities available for sale:
U.S. Treasury securities		$	996	$	996	$	―	$	―
Obligations of state and political subdivisions (municipal securities)			614,436		―		614,436		―
Residential mortgage-related securities:
	Government-sponsored enterprise (GSE)		3,741,040		―		3,741,040		―
	Private-label		2,482		―		2,482		―
GNMA commercial mortgage-related securities			980,602		―		980,602		―
Other securities (debt and equity)			5,866		2,666		3,000		200
	Total investment securities available for sale	$	5,345,422	$	3,662	$	5,341,560	$	200
Derivatives (trading and other assets)		$	42,388	$	―	$	40,948	$	1,440
Liabilities:
Derivatives (trading and other liabilities)		$	43,569	$	―	$	42,946	$	623

					Fair Value Measurements Using
		December 31, 2013			Level 1		Level 2		Level 3
			($ in Thousands)
Assets:
Investment securities available for sale:
U.S. Treasury securities		$	1,002	$	1,002	$	―	$	―
Obligations of state and political subdivisions (municipal securities)			676,080		―		676,080		―
Residential mortgage-related securities:
	Government-sponsored enterprise (GSE)		3,838,430		―		3,838,430		―
	Private-label		3,014		―		3,014		―
GNMA commercial mortgage-related securities			647,477		―		647,477		―
Asset-backed securities			23,059		―		23,059		―
Other securities (debt and equity)			61,523		3,238		57,986		299
	Total investment securities available for sale	$	5,250,585	$	4,240	$	5,246,046	$	299
Derivatives (trading and other assets)		$	52,773	$	―	$	51,056	$	1,717
Liabilities:
Derivatives (trading and other liabilities)		$	53,798	$	―	$	53,798	$	―

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Goodwill and Other Intangible Assets Estimated Future Amortization Expense (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Core Deposits Member
Estimated future amortization expense
Six months ending December 31, 2014	$ 555
Year ending December 31, 2015	1,404
Year ending December 31, 2016	281
Year ending December 31, 2017	112
Year ending December 31, 2018	0
Year ending December 31, 2019	0
Beyond 2019	0
Total Estimated Amortization Expense	2,352	4,665
Other Intangible Assets [Member]
Estimated future amortization expense
Six months ending December 31, 2014	220
Year ending December 31, 2015	839
Year ending December 31, 2016	803
Year ending December 31, 2017	770
Year ending December 31, 2018	740
Year ending December 31, 2019	441
Beyond 2019	2,047
Total Estimated Amortization Expense	5,860	6,519
Mortgage Service Rights [Member]
Estimated future amortization expense
Six months ending December 31, 2014	2,773
Year ending December 31, 2015	9,760
Year ending December 31, 2016	8,084
Year ending December 31, 2017	6,727
Year ending December 31, 2018	5,621
Year ending December 31, 2019	4,721
Beyond 2019	24,127
Total Estimated Amortization Expense	$ 61,813

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Retirement Plans

9 Months Ended

Sep. 30, 2014

Retirement Plans [Abstract]

Retirement Plans

NOTE 14: Retirement Plans

The Corporation has a noncontributory defined benefit retirement plan (the Retirement Account Plan (“RAP”)) covering substantially all full-time employees. The benefits are based primarily on years of service and the employee's compensation paid. Employees of acquired entities generally participate in the RAP after consummation of the business combinations. Any retirement plans of acquired entities are typically merged into the RAP after completion of the mergers, and credit is usually given to employees for years of service at the acquired institution for vesting and eligibility purposes. In connection with the First Federal acquisition in October 2004, the Corporation assumed the First Federal pension plan (the "First Federal Plan"). The First Federal Plan was frozen on December 31, 2004 and qualified participants in the First Federal Plan became eligible to participate in the RAP as of January 1, 2005. Additional discussion and information on the RAP and the First Federal Plan are collectively referred to below as the "Pension Plan".

The Corporation also provides healthcare access for eligible retired employees in its Postretirement Plan (the “Postretirement Plan”). Retirees who are at least 55 years of age with 5 years of service are eligible to participate in the Postretirement Plan. The Corporation has no plan assets attributable to the Postretirement Plan. The Corporation reserves the right to terminate or make changes to the Postretirement Plan at any time.

The components of net periodic benefit cost for the Pension and Postretirement Plans for thethree and nine months endedSeptember 30, 2014 and 2013, and for the full year 2013 were as follows.

		Three Months Ended				Nine Months Ended			Year Ended
		September 30,				September 30,			December 31,
		2014		2013		2014		2013	2013
Components of Net Periodic Benefit Cost		($ in Thousands)
Pension Plan:
Service cost	$	2,975	$	2,975	$	8,925	$	8,925	$	12,078
Interest cost		1,790		1,548		5,370		4,643		6,237
Expected return on plan assets		(4,855)		(4,305)		(14,565)		(12,915)		(17,647)
Amortization of prior service cost		15		17		45		52		72
Amortization of actuarial loss		326		1,073		975		3,218		4,344
Total net periodic benefit cost	$	251	$	1,308	$	750	$	3,923	$	5,084
Postretirement Plan:
Interest cost	$	39	$	40	$	116	$	120	$	142
Amortization of actuarial gain		(9)		―		(26)		―		―
Total net periodic benefit cost	$	30	$	40	$	90	$	120	$	142

The Corporation's funding policy is to pay at least the minimum amount required by the funding requirements of federal law and regulations, with consideration given to the maximum funding amounts allowed. The Corporation regularly reviews the funding of its Pension Plan. The Corporation made contributions of $21 million and $28 million to its Pension Plan in the first nine months of 2014 and 2013, respectively.

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Retirement Plans (Tables)

9 Months Ended

Sep. 30, 2014

Retirement Plans [Abstract]

Net period benefit cost for the pension and postretirement plans

		Three Months Ended				Nine Months Ended			Year Ended
		September 30,				September 30,			December 31,
		2014		2013		2014		2013	2013
Components of Net Periodic Benefit Cost		($ in Thousands)
Pension Plan:
Service cost	$	2,975	$	2,975	$	8,925	$	8,925	$	12,078
Interest cost		1,790		1,548		5,370		4,643		6,237
Expected return on plan assets		(4,855)		(4,305)		(14,565)		(12,915)		(17,647)
Amortization of prior service cost		15		17		45		52		72
Amortization of actuarial loss		326		1,073		975		3,218		4,344
Total net periodic benefit cost	$	251	$	1,308	$	750	$	3,923	$	5,084
Postretirement Plan:
Interest cost	$	39	$	40	$	116	$	120	$	142
Amortization of actuarial gain		(9)		―		(26)		―		―
Total net periodic benefit cost	$	30	$	40	$	90	$	120	$	142

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Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2014

Accumulated Other Comprehensive Income (Loss), Net Of Tax [Abstract]

Accumulated Other Comprehensive Income (Loss)

Note 16: Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of accumulated other comprehensive income (loss) at September 30, 2014 and 2013, changes during thenine and three month periods then ended, and reclassifications out of accumulated other comprehensive income during the nine and three month periods ended September 30, 2014 and 2013, respectively. The amounts reclassified from accumulated other comprehensive income for the investment securities available for sale are included in investment securities gains, net on the consolidated statements of income, while the amounts reclassified from accumulated other comprehensive income for the defined benefit pension and post retirement obligations are a component of personnel expense on the consolidated statements of income.

			Investments	Defined Benefit			Accumulated
			Securities		Pension and		Other
			Available	Post Retirement			Comprehensive
	($ in Thousands)		For Sale		Obligations		Income (Loss)
Balance January 1, 2014		$	(11,396)	$	(12,848)	$	(24,244)
Other comprehensive income before reclassifications			36,061		-		36,061
Amounts reclassified from accumulated other comprehensive income (loss)			(469)		994		525
Income tax expense			(13,684)		(383)		(14,067)
Net other comprehensive income during period			21,908		611		22,519
Balance September 30, 2014		$	10,512	$	(12,237)	$	(1,725)
Balance January 1, 2013		$	86,109	$	(37,506)	$	48,603
Other comprehensive loss before reclassifications			(142,318)		-		(142,318)
Amounts reclassified from accumulated other comprehensive income (loss)			(582)		3,270		2,688
Income tax (expense) benefit			55,169		(1,262)		53,907
Net other comprehensive income (loss) during period			(87,731)		2,008		(85,723)
Balance September 30, 2013		$	(1,622)	$	(35,498)	$	(37,120)
			Investments	Defined Benefit			Accumulated
			Securities		Pension and		Other
			Available	Post Retirement			Comprehensive
			For Sale		Obligations		Income (Loss)
Balance July 1, 2014		$	22,935	$	(12,441)	$	10,494
Other comprehensive loss before reclassifications			(20,123)		-		(20,123)
Amounts reclassified from accumulated other comprehensive income (loss)			(57)		332		275
Income tax (expense) benefit			7,757		(128)		7,629
Net other comprehensive income (loss) during period			(12,423)		204		(12,219)
Balance September 30, 2014		$	10,512	$	(12,237)	$	(1,725)
Balance July 1, 2013		$	11,153	$	(36,168)	$	(25,015)
Other comprehensive loss before reclassifications			(20,558)		-		(20,558)
Amounts reclassified from accumulated other comprehensive income (loss)			(248)		1,090		842
Income tax (expense) benefit			8,031		(420)		7,611
Net other comprehensive income (loss) during period			(12,775)		670		(12,105)
Balance September 30, 2013		$	(1,622)	$	(35,498)	$	(37,120)

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Taxes (Textuals) [Abstract]
Income taxes	$ 24,478	$ 21,396	$ 66,775	$ 65,354
Effective income tax rate			32.02%	31.68%

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Consolidated Statements of Changes in Stockholder's Equity (Unaudited) (Parenthetical) (Retained Earnings, USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Retained Earnings
Cash dividends:
Common stock, per share	$ 0.27	$ 0.24

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Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Stockholders' equity
Preferred shares, par value	$ 1.00	$ 1.00
Common shares, par value	$ 0.01	$ 0.01

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Income Taxes

9 Months Ended

Sep. 30, 2014

Income Taxes [Abstract]

Income Taxes

NOTE 9: Income Taxes

The Corporation recognized income tax expense of $67 million for the first nine months of 2014, compared to income tax expense of $65 million for the comparable period in 2013. The effective tax rate was 32.02% for the first nine months of 2014, compared to an effective tax rate of 31.68% for the first nine monthsof 2013.

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Document and Entity Information (USD $)	9 Months Ended
	Sep. 30, 2014	Oct. 30, 2014	Jun. 30, 2014
Document And Entity Information [Abstract]
Entity Registrant Name	ASSOCIATED BANC-CORP
Entity Central Index Key	0000007789
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 2,852,499,000
Entity Common Stock, Shares Outstanding		151,985,246

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Derivative and Hedging Activities

9 Months Ended

Sep. 30, 2014

Derivative and Hedging Activities [Abstract]

Derivative and Hedging Activities

NOTE 10: Derivative and Hedging Activities

The Corporation facilitates customer borrowing activity by providing various interest rate risk management solutions through its capital markets area. To date, all of the notional amounts of customer transactions have been matched with a mirror swap with another counterparty. The Corporationhas used, and may again use in the future, derivative instruments to hedge the variability in interest payments or protect the value of certain assets and liabilities recorded on its consolidated balance sheet from changes in interest rates. The predominant derivative and hedging activities include interest rate-related instruments (swaps and caps), foreign currency exchange forwards, written options, purchased options, and certain mortgage banking activities. The contract or notional amount of a derivative is used to determine, along with the other terms of the derivative, the amounts to be exchanged between the counterparties. The Corporation is exposed to credit risk in the event of nonperformance by counterparties to financial instruments. To mitigate the counterparty risk, interest rate-related instruments generally contain language outlining collateral pledging requirements for each counterparty. Collateral must be posted when the market value exceeds certain threshold limits which are determined from the credit ratings of each counterparty. The Corporation was required to pledge $11 million of investment securities as collateral at September 30, 2014, and pledged $42 million of investment securities as collateral at December 31, 2013. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, as of June 10, 2013, the Corporation must clear all LIBOR interest rate swaps through a clearing house if it can be cleared. As such, the Corporation is required to pledge cash collateral for the margin. At September 30, 2014, the Corporation posted cash collateral for the margin of $10 million, compared to $6 million at December 31, 2013.

The Corporation's derivative and hedging instruments are recorded at fair value on the consolidated balance sheets. The fair value of the Corporation's interest rate-related instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative and also includes a nonperformance / credit risk component (credit valuation adjustment). See Note 13 for additional fair value information and disclosures.

The table below identifies the balance sheet category and fair values of the Corporation's derivative instruments not designated as hedging instruments.

							Weighted Average
($ in Thousands)			Notional		Fair	Balance Sheet	Receive		Pay
			Amount		Value	Category	Rate(1)		Rate(1)		Maturity
September 30, 2014
Interest rate-related instruments — customer and mirror		$	1,665,024	$	31,862	Trading assets	1.62	%	1.62	%	41	months
Interest rate-related instruments — customer and mirror			1,665,024		(34,071)	Trading liabilities	1.62	%	1.62	%	41	months
Interest rate lock commitments (mortgage)			145,037		1,440	Other assets	-		-			-
Forward commitments (mortgage)			247,000		(623)	Other liabilities	-		-			-
Foreign currency exchange forwards			69,737		2,143	Trading assets	-		-			-
Foreign currency exchange forwards			65,277		(1,932)	Trading liabilities	-		-			-
Purchased options (time deposit)			111,163		6,943	Other assets	-		-			-
Written options (time deposit)			111,163		(6,943)	Other liabilities	-		-			-
December 31, 2013
Interest rate-related instruments — customer and mirror		$	1,821,787	$	42,980	Trading assets	1.63	%	1.63	%	45	months
Interest rate-related instruments — customer and mirror			1,821,787		(45,815)	Trading liabilities	1.63	%	1.63	%	45	months
Interest rate lock commitments (mortgage)			102,225		416	Other assets	-		-			-
Forward commitments (mortgage)			135,000		1,301	Other assets	-		-			-
Foreign currency exchange forwards			25,747		748	Trading assets	-		-			-
Foreign currency exchange forwards			24,413		(655)	Trading liabilities	-		-			-
Purchased options (time deposit)			115,953		7,328	Other assets	-		-			-
Written options (time deposit)			115,953		(7,328)	Other liabilities	-		-			-
(1)	Reflects the weighted average receive rate and pay rate for the interest rate swap derivative financial instruments only.

The table below identifies the income statement category of the gains and losses recognized in income on the Corporation's derivative instruments not designated as hedging instruments.

	Income Statement Category of	Gain / (Loss)
	Gain / (Loss) Recognized in Income	Recognized in Income
			($ in Thousands)
Nine Months Ended September 30, 2014
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	626
Interest rate lock commitments (mortgage)	Mortgage banking, net		1,024
Forward commitments (mortgage)	Mortgage banking, net		(1,924)
Foreign currency exchange forwards	Capital market fees, net		118
Nine Months Ended September 30, 2013
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	2,600
Interest rate lock commitments (mortgage)	Mortgage banking, net		(4,234)
Forward commitments (mortgage)	Mortgage banking, net		(4,406)
Foreign currency exchange forwards	Capital market fees, net		4

Free standing derivatives

The Corporation enters into various derivative contracts which are designated as free standing derivative contracts. These derivative contracts are not designated against specific assets and liabilities on the balance sheet or forecasted transactions and, therefore, do not qualify for hedge accounting treatment. Such derivative contracts are carried at fair value on the consolidated balance sheet with changes in the fair value recorded as a component of Capital market fees, net, and typically include interest rate-related instruments (swaps andcaps).

Free standing derivative products are entered into primarily for the benefit of commercial customers seeking to manage their exposures to interest rate risk. The Corporation's market risk from unfavorable movements in interest rates related to these derivative contracts is generally economically hedged by concurrently entering into offsetting derivative contracts. The offsetting derivative contracts have identical notional values, terms and indices.

Mortgage derivatives

Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans are considered derivative instruments, and the fair value of these commitments is recorded on the consolidated balance sheets with the changes in fair value recorded as a component of mortgage banking, net.

Foreign currency derivatives

The Corporation provides foreign exchange services to customers. The Corporation may enter into a foreign currency forward to mitigate the exchange rate risk attached to the cash flows of a loan or as an offsetting contract to a forward entered into as a service to our customer.

Written and purchased option derivatives (time deposit)

The Corporation has periodically entered into written and purchased option derivative instruments to facilitate anequity linked time deposit product (the “Power CD”). During September 2013, the Corporation terminated its Power CD product. The Power CD was a time deposit that provided the purchaser a guaranteed return of principal at maturity plus a potential equity return (a written option), while the Corporation received a known stream of funds based on the equity return (a purchased option). The written and purchased options are mirror derivative instruments which are carried at fair value on the consolidated balance sheets.

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Fair Value Measurements (Details Textuals) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Fair Value Measurements (Textuals) [Abstract]
Other real estate owned measured at fair value	$ 19,000,000	$ 29,000,000
Write down of Other Real Estate Owned	2,000,000	4,000,000
Commitment on standby letters of credit	$ 352,445,000	$ 370,773,000
Fair Value, Option, Quantitative Disclosures [Line Items]
Mortgage derivative interest rate lock commitments closing ratio	88.00%
Mortgage servicing rights (MSR) weighted average constant prepayment rate	13.40%
Weighted average discount rate	10.10%
MaximumMember
Fair Value, Option, Quantitative Disclosures [Line Items]
Weighted average discount rate	30.00%
MinimumMember
Fair Value, Option, Quantitative Disclosures [Line Items]
Weighted average discount rate	20.00%

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Consolidated Statements of Income (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
INTEREST INCOME
Interest and fees on loans	$ 152,030	$ 146,219	$ 442,046	$ 438,642
Interest and dividends on investment securities
Taxable	25,037	21,544	77,403	64,603
Tax exempt	7,483	6,711	21,484	20,461
Other interest	1,503	1,260	4,814	3,740
Total interest income	186,053	175,734	545,747	527,446
INTEREST EXPENSE
Interest on deposits	6,621	7,617	18,975	23,927
Interest on Federal funds purchased and securities sold under agreements to repurchase	390	308	1,001	1,051
Interest on other short-term funding	233	434	629	1,291
Interest on long-term funding	6,179	6,866	18,836	22,833
Total interest expense	13,423	15,225	39,441	49,102
NET INTEREST INCOME	172,630	160,509	506,306	478,344
Provision for credit losses	1,000	(800)	11,000	7,800
Net interest income after provision for credit losses	171,630	161,309	495,306	470,544
NONINTEREST INCOME
Trust service fees	12,218	11,380	35,946	33,695
Service charges on deposit accounts	17,961	18,407	51,773	52,679
Card-based and other nondeposit fees	12,407	12,688	37,493	37,229
Insurance commissions	7,860	11,356	33,828	32,750
Brokerage and annuity commissions	4,040	3,792	12,593	10,996
Mortgage banking, net	6,669	3,542	18,392	40,570
Capital market fees, net	2,939	2,652	7,360	10,309
Bank owned life insurance income	3,506	2,817	10,837	9,068
Asset gains (losses), net	4,934	1,934	6,561	2,726
Investment securities gains (losses), net	57	248	469	582
Other	2,317	2,100	5,424	6,622
Total noninterest income	74,908	70,916	220,676	237,226
NONINTEREST EXPENSE
Personnel expense	97,650	98,102	293,141	295,800
Occupancy	13,743	14,758	43,088	44,725
Equipment	6,133	6,213	18,636	18,842
Technology	13,573	12,323	40,891	36,482
Business development and advertising	7,467	5,947	17,606	15,512
Other intangible asset amortization	990	1,010	2,972	3,032
Loan expense	3,813	3,157	10,220	9,485
Legal and professional fees	4,604	3,482	13,228	14,310
Losses other than loans	677	(600)	1,602	283
Foreclosure/OREO expense	2,083	2,515	5,554	7,239
FDIC expense	6,859	4,755	16,805	14,582
Other	14,261	13,509	43,693	41,190
Total noninterest expense	171,853	165,171	507,436	501,482
Income before income taxes	74,685	67,054	208,546	206,288
Income tax expense	24,478	21,396	66,775	65,354
Net income	50,207	45,658	141,771	140,934
Preferred stock dividends	1,255	1,285	3,777	3,885
Net income available to common equity	$ 48,952	$ 44,373	$ 137,994	$ 137,049
Earnings per common share:
Basic	$ 0.31	$ 0.27	$ 0.86	$ 0.82
Diluted	$ 0.31	$ 0.27	$ 0.85	$ 0.82
Average common shares outstanding:
Basic	155,925	164,954	159,090	166,586
Diluted	156,991	165,443	159,993	166,760

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2014

Stock-Based Compensation [Abstract]

Stock-Based Compensation

NOTE 4: Stock-Based Compensation

At September 30, 2014, the Corporation had onestock-based compensation plan, the 2013 Incentive Compensation Plan. All stock options granted under this plan have an exercise price that is equal to the closing price of the Corporation's stock on the grant date.

The Corporation also issues restricted common stock and restricted common stock units to certain key employees (collectively referred to as "restricted stock awards") under this plan. The shares of restricted stock are restricted as to transfer, but are not restricted as to dividend payment or voting rights. Restricted stock units receive dividend equivalents but do not have voting rights. The transfer restrictions primarily lapse over three or four years, depending upon whether the awards are service-based or performance-based. Service-based awards are contingent upon continued employment or meeting the requirements for retirement, and performance-based awards are based on earnings per share performance goals, relative total shareholder return, and continued employment or meeting the requirements for retirement. The plan provides that restricted stock awards and stock options will immediately become fully vested upon retirement from the Corporation of those colleagues whose retirement meets the early retirement or normal retirement definitions under the plan ("retirement eligible colleagues").

The fair value of stock options granted is estimated on the date of grant using a Black-Scholes option pricing model, while the fair value of restricted stock awards is their fair market value on the date of grant. The fair values of stock options and restricted stock awards are amortized as compensation expense on a straight-line basis over the vesting period of the grants. Beginning with the 2014 grants, expenses related to stock options and restricted stock are fully recognized on the date the colleague meets the definition of normal or early retirement.Compensation expense recognized is included in personnel expense in the consolidated statements of income.

Assumptions are used in estimating the fair value of stock options granted. The weighted average expected life of the stock option represents the period of time that stock options are expected to be outstanding and is estimated using historical data of stock option exercises and forfeitures. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the implied volatility of the Corporation's stock. The following assumptions were used in estimating the fair value for options granted in the first nine monthsof 2014 and full year 2013.

		2014			2013
Dividend yield		2.00	%		2.00	%
Risk-free interest rate		2.00	%		0.99	%
Weighted average expected volatility		20.00	%		34.35	%
Weighted average expected life		6 years			6 years
Weighted average per share fair value of options	$	3.00		$	3.80

The Corporation is required to estimate potential forfeitures of stock grants and adjust compensation expense recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods.

A summary of the Corporation's stock option activity for the year ended December 31, 2013 and for the nine months endedSeptember 30, 2014, is presented below.

				Weighted Average		Aggregate Intrinsic
		Weighted Average		Remaining		Value
Stock Options	Shares	Exercise Price		Contractual Term		(000s)
Outstanding at December 31, 2012	8,640,558	$	18.88
Granted	1,020,979		14.02
Exercised	(642,202)		13.43
Forfeited or expired	(985,092)		21.49
Outstanding at December 31, 2013	8,034,243	$	18.37		6.03	$	20,838
Options exercisable at December 31, 2013	4,923,720	$	21.48		4.62		8,580
Outstanding at December 31, 2013	8,034,243	$	18.37
Granted	1,389,452		17.45
Exercised	(754,470)		13.74
Forfeited or expired	(589,238)		24.36
Outstanding at September 30, 2014	8,079,987	$	18.21		6.12	$	17,762
Options exercisable at September 30, 2014	5,225,930	$	19.78		4.79		11,624

The following table summarizes information about the Corporation's nonvested stock option activity for the year ended December 31, 2013, and for the nine months endedSeptember 30, 2014.

		Weighted Average
Stock Options	Shares	Grant Date Fair Value
Nonvested at December 31, 2012	4,036,595	$	5.11
Granted	1,020,979		3.80
Vested	(1,680,981)		5.10
Forfeited	(266,070)		5.05
Nonvested at December 31, 2013	3,110,523	$	4.69
Granted	1,389,452		3.00
Vested	(1,492,733)		4.95
Forfeited	(153,185)		4.41
Nonvested at September 30, 2014	2,854,057	$	3.75

The intrinsic value of stock options exercised for the nine months endedSeptember 30, 2014was $3 million and $2 million for the year ended December 31, 2013, respectively. The total fair value of stock options that vested was $7 million for the firstnine months of 2014and $9 million for the year ended December 31, 2013. Forthe nine months endedSeptember 30, 2014and2013, the Corporation recognized compensation expense for the vesting of stock options of $5 million and $6 million, respectively. For the full year 2013, the Corporation recognized compensation expense of $8million for the vesting of stock options. Included in compensation expense for 2014 was approximately $250,000 of expense for the accelerated vesting of stock options granted to retirement eligible colleagues. At September 30, 2014, the Corporation had $6million of unrecognized compensation expense related to stock options that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2018.

The following table summarizes information about the Corporation's restricted stock awards activity for the year ended December 31, 2013, and for the nine months endedSeptember 30, 2014.

		Weighted Average
Restricted Stock	Shares	Grant Date Fair Value
Outstanding at December 31, 2012	932,425	$	13.60
Granted	1,276,868		14.03
Vested	(626,480)		13.68
Forfeited	(71,048)		13.92
Outstanding at December 31, 2013	1,511,765	$	13.92
Granted	1,158,711		17.41
Vested	(526,784)		14.13
Forfeited	(124,222)		15.06
Outstanding at September 30, 2014	2,019,470	$	15.80

The Corporation amortizes the expense related to restricted stock awards as compensation expense over the vesting period specified in the grant. Restricted stock awards granted during 2013 to executive officers will vest ratably over a three year period, while restricted stock awards granted during 2014 will vest ratably over a four year period.Restricted stock awards granted to non-executives during 2014and 2013will vest ratably over a four year period. Expense for restricted stock awards of approximately $8 million and $6million was recognized for the nine months endedSeptember 30, 2014 and 2013, respectively. The Corporation recognized approximately $7million of expense for restricted stock awards for the full year 2013. Included in compensation expense for 2014 was approximately $1.1 million of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues.The Corporation had $24 million of unrecognized compensation costs related to restricted stock awards at September 30, 2014 that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2018.

The Corporation has the ability to issue shares from treasury or new shares upon the exercise of stock optionsor thegranting of restricted stock awards. The Board of Directors has authorized management to repurchase shares of the Corporation's common stock each quarter in the market, to be made available for issuance in connection with the Corporation's employee incentive plans and for other corporate purposes. The repurchase of shares will be based on market and investment opportunities, capital levels, growthprospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.

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Earnings per Share

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 3: Earnings Per Common Share

Earnings per share are calculated utilizing the two-class method. Basic earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding adjusted for the dilutive effect of common stock awards (outstanding stock options, unvested restricted stock, and outstanding stock warrants). Presented below are the calculations for basic and diluted earnings per common share.

		For the Three Months Ended				For the Nine Months Ended
		September 30				September 30
		2014		2013		2014		2013
		(In Thousands, except per share data)
Net income	$	50,207	$	45,658	$	141,771	$	140,934
Preferred stock dividends		(1,255)		(1,285)		(3,777)		(3,885)
Net income available to common equity	$	48,952	$	44,373	$	137,994	$	137,049
Common shareholder dividends		(13,983)		(13,167)		(42,864)		(39,849)
Dividends on unvested share-based payment awards		(140)		(100)		(435)		(374)
Undistributed earnings	$	34,829	$	31,106	$	94,695	$	96,826
Undistributed earnings allocated to common shareholders		34,481		30,873		93,862		96,112
Undistributed earnings allocated to unvested share-based payment awards		348		233		833		714
Undistributed earnings	$	34,829	$	31,106	$	94,695	$	96,826
Basic
Distributed earnings to common shareholders	$	13,983	$	13,167	$	42,864	$	39,849
Undistributed earnings allocated to common shareholders		34,481		30,873		93,862		96,112
Total common shareholders earnings, basic	$	48,464	$	44,040	$	136,726	$	135,961
Diluted
Distributed earnings to common shareholders	$	13,983	$	13,167	$	42,864	$	39,849
Undistributed earnings allocated to common shareholders		34,481		30,873		93,862		96,112
Total common shareholders earnings, diluted	$	48,464	$	44,040	$	136,726	$	135,961
Weighted average common shares outstanding		155,925		164,954		159,090		166,586
Effect of dilutive common stock awards		1,066		489		903		174
Diluted weighted average common shares outstanding		156,991		165,443		159,993		166,760
Basic earnings per common share	$	0.31	$	0.27	$	0.86	$	0.82
Diluted earnings per common share	$	0.31	$	0.27	$	0.85	$	0.82

Options to purchase approximately 2 million and 3 millionshares were outstanding for the three and nine months endedSeptember 30, 2014, respectively, but excluded from the calculation of diluted earnings per common share as the effect would have been anti-dilutive. Options to purchase approximately 3 million shares were outstanding for both the three and nine months ended September 30, 2013, but excluded from the calculation of diluted earnings per common share as the effect would have been anti-dilutive.

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Segment Reporting

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

Segment Reporting

NOTE 15: Segment Reporting

The Corporation utilizes a risk-based internal profitability measurement system to provide strategic business unit reporting. The profitability measurement system is based on internal management methodologies designed to produce consistent results and reflect the underlying economics of the units. Certain strategic business units have been combined for segment information reporting purposes where the nature of the products and services, the type of customer and the distribution of those products and services are similar. The three reportable segments areCorporate and Commercial Specialty;Community,Consumer, and Business; and Risk Management and Shared Services,with no segment representing more than half of the assets, liabilities or Tier 1common equity of the Corporation as a whole.

The financial information of the Corporation's segments has been compiled utilizing the accounting policies described inthe Corporation's 2013 annual report on Form 10-K with certain exceptions. The more significant of these exceptions are described herein. The Corporation allocates interest income or interest expense using a funds transfer pricing methodology that charges users of funds (assets) interest expense and credits providers of funds (liabilities, primarily deposits) with income based on the maturity, prepayment and/or repricing characteristics of the assets and liabilities. The net effect of this allocation is recorded in the Risk Management and Shared Services segment. A credit provision is allocated to segments based on the expected long-term annual net charge off rates attributable to the credit risk of loans managed by the segment during the period. In contrast, the level of the consolidated provision for credit losses is determined using the methodologies described in the Corporation's 2013 annual report on Form 10-K to assess the overall appropriateness of the allowance for credit losses. The net effect of the credit provision is recorded in Risk Management and Shared Services. Indirect expenses incurred by certain centralized support areas are allocated to segments based on actual usage (for example, volume measurements) and other criteria. Certain types of administrative expense and bank-wide expense accruals (including amortization of core deposit and other intangible assets associated with acquisitions) are generally not allocated to segments. Income taxes are allocated to segments based on the Corporation's estimated effective tax rate, with certain segments adjusted for any tax-exempt income or non-deductible expenses. Equity is allocated to the segments based on regulatory capital requirements and in proportion to an assessment of the inherent risks associated with the business of the segment (including interest, credit and operating risk).

The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to U.S. generally accepted accounting principles. As a result, reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in previously reported segment financial data. During 2014, certain organization and methodology changes were made and, accordingly, 2013 results have been restated and presented on a comparable basis.

A description of each business segment is presented below.

Corporate and Commercial Specialty– The Corporate and Commercial Specialty segment serves a wide range of customers including, larger businesses, developers, non-profits,municipalities, and financial institutions. In serving this segment we compete based on an in-depth understanding of our customers' financial needs, the ability to match market competitive solutions to those needs, and the highest standards of relationship and service excellence in the delivery of these services.Delivery of services is provided through our corporate and commercial units, our commercial real estate unit, as well as our specialized industries and commercial financial services units. Within this segment, the following products and services are provided: (1) lending solutions, such as commercial loans and lines of credit, commercial real estate financing, construction loans, letters of credit, leasing, and asset based lending;for our larger clients we also provide loan syndications; (2) deposit and cash management solutions such as commercial checking and interest-bearing deposit products, cash vault and night depository services, liquidity solutions, payables and receivables solutions; and information services; and (3) specialized financial services such as swaps, capital markets, foreign exchange, and international banking solutions.

Community, Consumer, and Business – The Community,Consumer, and Business segment serves individuals, as well assmall and mid-sized businesses. In serving this segment we compete based on providing a broad range of solutions to meet the needs of our customers in their entire financial lifecycle, convenient access to our services through multiple channels such as branches, phone based services, online and mobile banking, and a relationship based business model which assists our customers in navigating any changes and challenges in their financial circumstances. Delivery of services is provided through our various Consumer Banking, Community Banking, and Private Client units.Within this segment, the following products and services are provided:(1) lending solutions such as residential mortgages, home equity loans and lines of credit, personal and installment loans, real estate financing, business loans, and business lines of credit;(2) deposit and transactional solutions such as checking, credit, debit and pre-paid cards, online banking and bill pay, and money transfer services;(3) investable funds solutions such as savings, money market deposit accounts, IRA accounts, certificates of deposit, fixed and variable annuities, full-service, discount and on-line investment brokerage; as well as trust and investment management accounts; and (4) insurance, benefits related products and services, and fiduciary services such as administration of pension, profit-sharing and other employee benefit plans, fiduciary and corporate agency services, and institutional asset management.

Risk Management and Shared Services – The Risk Management and Shared Services segment includes Corporate Risk Management, Credit Administration, Finance, Treasury, Operations and Technology, which are key shared functions. The segment also includes Parent Company activity, intersegment eliminations and residual revenue and expenses, representing the difference between actual amounts incurred and the amounts allocated to operating segments, including interest rate risk residuals (funds transfer pricing mismatches) and credit risk and provision residuals (long term credit charge mismatches). The earning assets within this segment include the Corporation's investment portfolio and capital includes both allocated as well as any remaining unallocated capital.

Information about the Corporation's segments is presented below.

Segment Income Statement Data
	($ in Thousands)		Corporate and Commercial Specialty		Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Nine Months Ended September 30, 2014
Net interest income		$	209,212		$	236,687		$	60,407		$	506,306
Noninterest income			33,711			170,547			16,418			220,676
	Total revenue		242,923			407,234			76,825			726,982
Credit provision *			34,983			18,572			(42,555)			11,000
Noninterest expense			103,383			353,258			50,795			507,436
Income before income taxes			104,557			35,404			68,585			208,546
Income tax expense			35,568			12,391			18,816			66,775
Net income		$	68,989		$	23,013		$	49,769		$	141,771
Return on average allocated capital (ROT1CE) **			12.5	%		5.4	%		10.5	%		9.8	%
Nine Months Ended September 30, 2013
Net interest income		$	222,705		$	253,716		$	1,923		$	478,344
Noninterest income			32,175			191,236			13,815			237,226
	Total revenue		254,880			444,952			15,738			715,570
Credit provision *			38,161			18,029			(48,390)			7,800
Noninterest expense			93,806			364,609			43,067			501,482
Income before income taxes			122,913			62,314			21,061			206,288
Income tax expense			43,019			21,810			525			65,354
Net income		$	79,894		$	40,504		$	20,536		$	140,934
Return on average allocated capital (ROT1CE) **			14.7	%		9.4	%		3.9	%		9.8	%
Segment Balance Sheet Data
	($ in Thousands)		Corporate and Commercial Specialty		Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Average Balances for YTD 3Q 2014
Average earning assets		$	8,606,965		$	7,973,138		$	5,933,220		$	22,513,323
Average loans			8,595,980			7,973,138			85,115			16,654,233
Average deposits			4,841,852			10,159,818			2,347,059			17,348,729
Average allocated capital (T1CE) **		$	736,285		$	565,588		$	585,539		$	1,887,412
Average Balances for YTD 3Q 2013
Average earning assets		$	7,942,744		$	7,696,572		$	5,252,541		$	20,891,857
Average loans			7,933,954			7,696,572			3,927			15,634,453
Average deposits			4,964,426			10,050,400			2,273,966			17,288,792
Average allocated capital (T1CE) **		$	724,974		$	575,382		$	575,654		$	1,876,010
Segment Income Statement Data
	($ in Thousands)		Corporate and Commercial Specialty		Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Three Months Ended September 30, 2014
Net interest income		$	71,716		$	81,916		$	18,998		$	172,630
Noninterest income			11,888			54,601			8,419			74,908
	Total revenue		83,604			136,517			27,417			247,538
Credit provision *			11,074			6,773			(16,847)			1,000
Noninterest expense			35,044			122,722			14,087			171,853
Income before income taxes			37,486			7,022			30,177			74,685
Income tax expense			12,608			2,458			9,412			24,478
Net income		$	24,878		$	4,564		$	20,765		$	50,207
Return on average allocated capital (ROT1CE) **			13.3	%		3.1	%		14.2	%		10.4	%
Three Months Ended September 30, 2013
Net interest income		$	75,677		$	85,477		$	(645)		$	160,509
Noninterest income			11,142			55,366			4,408			70,916
	Total revenue		86,819			140,843			3,763			231,425
Credit provision *			13,097			6,041			(19,938)			(800)
Noninterest expense			32,094			122,450			10,627			165,171
Income before income taxes			41,628			12,352			13,074			67,054
Income tax expense			14,569			4,324			2,503			21,396
Net income		$	27,059		$	8,028		$	10,571		$	45,658
Return on average allocated capital (ROT1CE) **			14.8	%		5.6	%		6.2	%		9.3	%
Segment Balance Sheet Data
	($ in Thousands)		Corporate and Commercial Specialty		Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Average Balances for 3Q 2014
Average earning assets		$	8,761,870		$	8,310,839		$	6,024,008		$	23,096,717
Average loans			8,750,207			8,310,839			79,915			17,140,961
Average deposits			5,092,314			10,337,637			2,443,427			17,873,378
Average allocated capital (T1CE) **		$	744,605		$	583,148		$	543,493		$	1,871,246
Average Balances for 3Q 2013
Average earning assets		$	8,080,676		$	7,647,106		$	5,311,685		$	21,039,467
Average loans			8,074,076			7,647,106			3,183			15,724,365
Average deposits			5,124,746			10,066,487			2,418,586			17,609,819
Average allocated capital (T1CE) **		$	726,588		$	567,073		$	596,736		$	1,890,397
* The consolidated credit provision is equal to the actual reported provision for credit losses.
** The Federal Reserve establishes capital adequacy requirements for the Corporation, including Tier 1 capital. Tier 1 capital is comprised of common capital and certain redeemable, non-cumulative preferred stock. Average allocated capital represents average Tier 1 common equity which is defined as average Tier 1 capital excluding qualifying perpetrual preferred stock and qualifying trust preferred securities. This is a non-GAAP financial measure. For segment reporting purposes, the ROT1CE reflects return on average allocated Tier 1 common equity ("T1CE"). The ROT1CE for the Risk Management and Shared Services segment and the Consolidated Total is inclusive of the annualized effect of the preferred stock dividends.

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Balance Sheet Offsetting

9 Months Ended

Sep. 30, 2014

Balance Sheet Offsetting Disclosure [Abstract]

Balance Sheet Offsetting

NOTE 11: Balance Sheet Offsetting

Interest Rate-Related Instruments (“Interest Agreements”)

The Corporation enters into interest rate-related instruments to facilitate the interest rate risk management strategies of commercial customers. The Corporation mitigates this risk by entering into equal and offsetting interest rate-related instruments with highly rated third party financial institutions. The interest agreements are free-standing derivatives and are recorded at fair value in the Corporation's consolidated balance sheet. The Corporation is party to master netting arrangements with its financial institution counterparties; however, the Corporation does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all interest agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of investment securities and cash, is posted by the counterparty with net liability positions in accordance with contract thresholds. See Note 10 for additional information on the Corporation's derivative and hedging activities.

Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”)

The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Corporation's consolidated balance sheet, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts (i.e., there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities). The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an interest payment to the counterparty). In addition, the Corporation does not enter into reverse repurchase agreements; therefore, there is no such offsetting to be done with the repurchase agreements.

The following table presents the assets and liabilities subject to an enforceable master netting arrangement as of September 30, 2014 and December 31, 2013. The swap agreements we have with our commercial customers are not subject to an enforceable master netting arrangement, and therefore, are excluded from this table.

September 30, 2014								Gross amounts not offset
	Gross		Gross amounts		Net amounts			in the balance sheet
	amounts		offset in the		presented in		Financial
	recognized		balance sheet		the balance sheet		instruments			Collateral	Net amount
	($ in Thousands)
Derivative assets:
Interest rate-related instruments	$	1,406	$	―	$	1,406	$	(1,406)	$	―	$	―
Derivative liabilities:
Interest rate-related instruments	$	31,898	$	―	$	31,898	$	(1,406)	$	(21,149)	$	9,343
December 31, 2013
Derivative assets:
Interest rate-related instruments	$	3,084	$	―	$	3,084	$	(3,082)	$	―	$	2
Derivative liabilities:
Interest rate-related instruments	$	41,786	$	―	$	41,786	$	(3,082)	$	(33,405)	$	5,299

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Goodwill And Other Intangible Assets

9 Months Ended

Sep. 30, 2014

Goodwill and Other Intangible Assets [Abstract]

Goodwill and Other Intangible Assets

NOTE 7: Goodwill and Other Intangible Assets

Goodwill:Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment testing process is conducted by assigning net assets and goodwill to each reporting unit. An initial qualitative evaluation is made to assess the likelihood of impairment and determine whether further quantitative testing to calculate the fair value is necessary. When the qualitative evaluation indicates that impairment is more likely than not, quantitative testing is required whereby the fair value of each reporting unit is calculated and compared to the recorded book value, “step one.” If the calculated fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and “step two” is not considered necessary. If the carrying value of a reporting unit exceeds its calculated fair value, the impairment test continues (“step two”) by comparing the carrying value of the reporting unit's goodwill to the implied fair value of goodwill. The implied fair value is computed by adjusting all assets and liabilities of the reporting unit to current fair value with the offset adjustment to goodwill. The adjusted goodwill balance is the implied fair value of the goodwill. An impairment charge is recognized if the carrying value of goodwill exceeds the implied fair value of goodwill.

The Corporation conducted its annual impairment testing in May 2014, utilizing a qualitative assessment. Factors that management considered in this assessment included macroeconomic conditions, industry and market considerations, overall financial performance of the Corporation and each reporting unit (both current and projected), changes in management strategy, and changes in the composition or carrying amount of net assets. In addition, management considered the increases in both the Corporation's common stock price and in the overall bank common stock index (based on the NASDAQ bank index), as well as the Corporation's earnings per common share trend over the past year. Based on these assessments, management concluded that the 2014 annual qualitative impairment assessment indicated that it is more likely than not that the estimated fair value exceeded the carrying value (including goodwill) for each reporting unit. Therefore, a step onequantitative analysis was not required.There were no impairment charges recorded in 2013 or through September 30, 2014.

At September 30, 2014, the Corporation had goodwill of $929 million. There was no change in the carrying amount of goodwill for the nine months ended September 30, 2014, and the year ended December 31, 2013.

Other Intangible Assets: The Corporation has other intangible assets that are amortized, consisting of core deposit intangibles, other intangibles (primarily related to customer relationships acquired in connection with the Corporation's insurance agency acquisitions), and mortgage servicing rights. For core deposit intangibles and other intangibles, changes in the gross carrying amount, accumulated amortization, and net book value were as follows.

	Nine Months Ended		Year Ended
	September 30, 2014		December 31, 2013
		($ in Thousands)
Core deposit intangibles:
Gross carrying amount	$	36,230	$	36,230
Accumulated amortization		(33,878)		(31,565)
Net book value	$	2,352	$	4,665
Amortization during the period	$	2,313	$	3,122
Other intangibles:
Gross carrying amount	$	19,283	$	19,283
Accumulated amortization		(13,423)		(12,764)
Net book value	$	5,860	$	6,519
Amortization during the period	$	659	$	921

The Corporation sells residential mortgage loans in the secondary market and typically retains the right to service the loans sold. Upon sale, a mortgage servicing rights asset is capitalized, which represents the thencurrent fair value of future net cash flows expected to be realized for performing servicing activities. Mortgage servicing rights, when purchased, are initially recorded at fair value. As the Corporation has not elected to subsequently measure any class of servicing assets under the fair value measurement method, the Corporation follows the amortization method. Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income, and assessed for impairment at each reporting date. Mortgage servicing rights are carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value, and are included in other intangible assets, net, in the consolidated balance sheets.

The Corporation periodically evaluates its mortgage servicing rights asset for impairment. Impairment is assessed based on 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. A valuation allowance is established, through a charge to earnings, to the extent the amortized cost of the mortgage servicing rights exceeds the estimated fair value by stratification. If it is later determined that all or a portion of the temporary impairment no longer exists for a stratification, the valuation is reduced through a recovery to earnings. An other-than-temporary impairment (i.e., recoverability is considered remote when considering interest rates and loan pay off activity) is recognized as a write-down of the mortgage servicing rights asset and the related valuation allowance (to the extent a valuation allowance is available) and then against earnings. A direct write-down permanently reduces the carrying value of the mortgage servicing rights asset and valuation allowance, precluding subsequent recoveries.See Note 12 for a discussion of the recourse provisions on sold residential mortgage loans. See Note 13 which further discusses fair value measurement relative to the mortgage servicing rights asset.

A summary of changes in the balance of the mortgage servicing rights asset and the mortgage servicing rights valuation allowance was as follows.

		Nine Months Ended			Year Ended
		September 30, 2014			December 31, 2013
			($ in Thousands)
Mortgage servicing rights:
Mortgage servicing rights at beginning of period		$	64,193		$	61,425
	Additions		5,844			18,256
	Amortization		(8,224)			(15,488)
Mortgage servicing rights at end of period		$	61,813		$	64,193
Valuation allowance at beginning of period			(913)			(15,476)
	Recoveries, net		89			14,563
Valuation allowance at end of period			(824)			(913)
Mortgage servicing rights, net		$	60,989		$	63,280
Fair value of mortgage servicing rights		$	69,940		$	74,444
Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)			8,012,000			8,084,000
Mortgage servicing rights, net to servicing portfolio			0.76	%		0.78	%
Mortgage servicing rights expense (1)		$	8,135		$	925

(1)Includes the amortization of mortgage servicing rights and additions/recoveries to the valuation allowance of mortgage servicing rights, and is a component of mortgage banking, net, in the consolidated statements of income.

The following table shows the estimated future amortization expense for amortizing intangible assets. The projections of amortization expense are based on existing asset balances, the current interest rate environment, and prepayment speeds as of September 30, 2014. The actual amortization expense the Corporation recognizes in any given period may be significantly different depending upon acquisition or sale activities, changes in interest rates, prepayment speeds, market conditions, regulatory requirements, and events or circumstances that indicate the carrying amount of an asset may not be recoverable.

	Core Deposit		Other		Mortgage Servicing
Estimated amortization expense:	Intangibles		Intangibles		Rights
		($ in Thousands)
Three months ending December 31, 2014	$	555	$	220	$	2,773
Year ending December 31, 2015		1,404		839		9,760
Year ending December 31, 2016		281		803		8,084
Year ending December 31, 2017		112		770		6,727
Year ending December 31, 2018		―		740		5,621
Year ending December 31, 2019		―		441		4,721
Beyond 2019		―		2,047		24,127
Total Estimated Amortization Expense	$	2,352	$	5,860	$	61,813

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Loans, Allowance for Loan Losses, and Credit Quality Loans Modified in a Troubled Debt Restructuring (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Financing Receivable, Modifications [Line Items]
Number of Loans	103	74	203	249
Recorded Investment	$ 18,504	$ 12,898	$ 26,373	$ 38,791
Unpaid Principal Balance	19,168	14,235	27,599	43,394
Commercial and Industrial Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	10	19	13	58
Recorded Investment	7,383	5,479	7,695	11,379
Unpaid Principal Balance	7,384	6,384	7,707	14,028
Commercial Real Estate Owner Occupied Portfolio [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	0	7	2	17
Recorded Investment	0	3,373	1,123	9,313
Unpaid Principal Balance	0	3,488	1,260	9,596
Commercial Real Estate Investor Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	3	10	4	18
Recorded Investment	5,603	1,222	6,096	5,013
Unpaid Principal Balance	5,918	1,304	6,425	5,320
Commercial Real Estate Construction Financing Receivable [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	1	3	2	9
Recorded Investment	8	227	14	2,006
Unpaid Principal Balance	8	248	14	2,084
Home Equity Port Folio Segments [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	42	16	94	74
Recorded Investment	1,428	933	3,407	4,149
Unpaid Principal Balance	1,486	985	3,593	4,554
Installment and Credit Cards [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	2	0	3	2
Recorded Investment	25	0	34	187
Unpaid Principal Balance	25	0	45	193
Residential Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans	45	19	85	71
Recorded Investment	4,057	1,664	8,004	6,744
Unpaid Principal Balance	$ 4,347	$ 1,826	$ 8,555	$ 7,619

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Investment Securities

9 Months Ended

Sep. 30, 2014

Investment Securities [Abstract]

Investment Securities

NOTE 5: Investment Securities

The amortized cost and fair values of investment securities available for sale and held to maturity were as follows.

						Gross		Gross
				Amortized		unrealized		unrealized
September 30, 2014:				cost		gains		losses			Fair value
					($ in Thousands)
Investment securities available for sale:
	U.S. Treasury securities			$	999	$	―	$	(3)	$	996
	Obligations of state and political subdivisions
		(municipal securities)			588,255		26,229		(48)		614,436
	Residential mortgage-related securities:
		Government-sponsored enterprise ("GSE")			3,725,218		59,047		(43,225)		3,741,040
		Private-label			2,475		9		(2)		2,482
	GNMA commercial mortgage-related securities				1,007,068		1,751		(28,217)		980,602
	Other securities (debt and equity)				5,806		60		―		5,866
			Total investment securities available for sale	$	5,329,821	$	87,096	$	(71,495)	$	5,345,422

Investment securities held to maturity:
	Obligations of state and political subdivisions
		(municipal securities)		$	301,941	$	6,875	$	(934)	$	307,882
			Total investment securities held to maturity	$	301,941	$	6,875	$	(934)	$	307,882

						Gross		Gross
				Amortized		unrealized		unrealized
December 31, 2013:				cost		gains		losses			Fair value
					($ in Thousands)
Investment securities available for sale:
	U.S. Treasury securities			$	1,001	$	1	$	-	$	1,002
	Obligations of state and political subdivisions
		(municipal securities)			653,758		23,855		(1,533)		676,080
	Residential mortgage-related securities:
		GSE			3,855,467		61,542		(78,579)		3,838,430
		Private-label			3,035		16		(37)		3,014
	GNMA commercial mortgage-related securities				673,555		1,764		(27,842)		647,477
	Asset-backed securities (1)				23,049		10		-		23,059
	Other securities (debt and equity)				60,711		855		(43)		61,523
			Total investment securities available for sale	$	5,270,576	$	88,043	$	(108,034)	$	5,250,585

Investment securities held to maturity:
	Obligations of state and political subdivisions
		(municipal securities)		$	175,210	$	401	$	(5,722)	$	169,889
			Total investment securities held to maturity	$	175,210	$	401	$	(5,722)	$	169,889
(1) The asset-backed securities position is largely comprised of senior, floating rate, tranches of student loan securities issued by SLM Corp and guaranteed under the Federal Family Education Loan Program.

The amortized cost and fair values of investment securities available for sale and held to maturity at September 30, 2014, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

		Available for Sale					Held to Maturity
($ in Thousands)		Amortized Cost			Fair Value		Amortized Cost			Fair Value
Due in one year or less		$	28,053	$	28,232		$	-	$	-
Due after one year through five years			224,059		236,326			765		774
Due after five years through ten years			333,788		347,187			105,931		106,998
Due after ten years			9,142		9,480			195,245		200,110
	Total debt securities		595,042		621,225			301,941		307,882
Residential mortgage-related securities:
	GSE		3,725,218		3,741,040			-		-
	Private-label		2,475		2,482			-		-
GNMA commercial mortgage-related securities			1,007,068		980,602			-		-
Equity securities			18		73			-		-
	Total investment securities	$	5,329,821	$	5,345,422		$	301,941	$	307,882
Ratio of Fair Value to Amortized Cost					100.3	%				102.0	%

The following represents gross unrealized losses and the related fair value of investment securities available for sale and held to maturity, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2014.

			Less than 12 months					12 months or more						Total
			Number of	Unrealized			Fair	Number of	Unrealized			Fair	Unrealized			Fair
September 30, 2014:			Securities		Losses		Value	Securities		Losses		Value		Losses		Value
					($ in Thousands)
Investment securities available for sale:
	U.S. Treasury securities		1	$	(3)	$	996	0	$	―	$	―	$	(3)	$	996
	Obligations of state and political
		subdivisions (municipal securities)	5		(1)	$	1,799	13		(47)	$	5,647		(48)	$	7,446
	Residential mortgage-related securities:
		GSE	30		(1,472)		331,085	64		(41,753)		1,389,945		(43,225)		1,721,030
		Private-label	1		(1)		1,889	2		(1)		30		(2)		1,919
	GNMA commercial mortgage-related securities		12		(1,927)		363,315	15		(26,290)		390,443		(28,217)		753,758
		Total		$	(3,404)	$	699,084		$	(68,091)	$	1,786,065	$	(71,495)	$	2,485,149
Investment securities held to maturity:
	Obligations of state and political
		subdivisions (municipal securities)	39	$	(55)	$	14,443	119	$	(879)	$	55,522	$	(934)	$	69,965
		Total		$	(55)	$	14,443		$	(879)	$	55,522	$	(934)	$	69,965

For comparative purposes, the following represents gross unrealized losses and the related fair value of investment securities available for sale and held to maturity, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2013.

					Less than 12 months					12 months or more				Total
			Number					Number
			of	Unrealized				of	Unrealized				Unrealized
December 31, 2013:			Securities	Losses		Fair Value		Securities	Losses		Fair Value		Losses		Fair Value
					($ in Thousands)
Investment securities available for sale:
	Obligations of state and political
		subdivisions (municipal securities)	113	$	(1,525)	$	47,044	1	$	(8)	$	273	$	(1,533)	$	47,317
	Residential mortgage-related securities:
		GSE	106		(57,393)		1,887,784	15		(21,186)		421,082		(78,579)		2,308,866
		Private-label	2		(37)		2,105	1		-		35		(37)		2,140
	GNMA commercial mortgage-related securities		19		(23,854)		443,462	1		(3,988)		45,950		(27,842)		489,412
	Other debt securities		5		(43)		6,452	0		-		-		(43)		6,452
		Total		$	(82,852)	$	2,386,847		$	(25,182)	$	467,340	$	(108,034)	$	2,854,187
Investment securities held to maturity:
	Obligations of state and political
		subdivisions (municipal securities)	298	$	(5,339)	$	124,435	10	$	(383)	$	5,010	$	(5,722)	$	129,445
		Total		$	(5,339)	$	124,435		$	(383)	$	5,010	$	(5,722)	$	129,445

The Corporation reviews the investment securities portfolio on a quarterly basis to monitor its exposure to other-than-temporary impairment. A determination as to whether a security's decline in fair value is other-than-temporary takes into consideration numerous factors and the relative significance of any single factor can vary by security. Some factors the Corporation may consider in the other-than-temporary impairment analysis include, the length of time and extent to which the security has been in an unrealized loss position, changes in security ratings, financial condition and near-term prospects of the issuer, as well as security and industry specific economic conditions. In addition, with regards to its debt securities, the Corporation may also evaluate payment structure, whether there are defaulted payments or expected defaults, prepayment speeds, and the value of any underlying collateral.

Based on the Corporation's evaluation, management does not believe any unrealized loss at September 30, 2014 represents an other-than-temporary impairment as these unrealized losses are primarily attributable to changes in interest rates and the current market conditions, and not credit deterioration. The unrealized losses reported for residential mortgage-related securities relate to private-label residential mortgage-related securities as well as residential mortgage-related securities issued by government-sponsored enterprises such as the Government National Mortgage Association ("GNMA"),the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”). The unrealized losses reported for commercial mortgage-related securities relate to securities issued by GNMA.The unrealized losses reported for municipal securities relate to various state and local political subdivisions and school districts. The Corporation currently does not intend to sell nor does it believe that it will be required to sell the securities contained in the above unrealized losses table before recovery of their amortized cost basis.The improvement in the unrealized loss position of the investment securities portfolio was due to a reduction in the overall level of interest rates from December 31, 2013 to September 30, 2014, as well as spread compression on mortgage-related and municipal securities,which increased the fair value of investment securities.

The following is a summary of the credit loss portion of other-than-temporary impairment recognized in earnings on debt securities for the year ended December 31,2013 and thenine months endedSeptember 30, 2014, respectively.

		Private-label
		Mortgage-Related		Trust Preferred
		Securities		Debt Securities			Total
		($ in Thousands)
Balance of credit-related other-than-temporary
	impairment at December 31, 2012	$	(532)	$	(6,336)	$	(6,868)
Reduction due to credit impaired securities sold			532		57		589
Balance of credit-related other-than-temporary							.
	impairment at December 31, 2013	$	―	$	(6,279)	$	(6,279)
Reduction due to credit impaired securities sold or abandoned			―		6,279		6,279
Balance of credit-related other-than-temporary							.
	impairment at September 30, 2014	$	―	$	―	$	―

Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank Stocks: The Corporation is required to maintain Federal Reserve stock and FHLB stock as a member of both the Federal Reserve System and the FHLB, and in amounts as required by these institutions. These equity securities are “restricted” in that they can only be sold back to the respective institutions or another member institution at par. Therefore, they are less liquid than other marketable equity securities and their fair value is equal to amortized cost. The Corporation had FHLB stock of $118 million at September 30, 2014 and $110 million at December 31, 2013 and Federal Reserve Bank stock of $71million at bothSeptember 30, 2014 and December 31, 2013.

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Loans Allowance for Loan Losses and Credit Quality

9 Months Ended

Sep. 30, 2014

Loans Allowance for Loan Losses and Credit Quality Disclosure [Line Items]

Loans, Allowance for Loan Losses, and Credit Quality

NOTE 6: Loans, Allowance for Credit Losses, and Credit Quality

The period end loan composition was as follows.
					September 30,		December 31,
					2014		2013
					($ in Thousands)
Commercial and industrial				$	5,603,899	$	4,822,680
Commercial real estate - owner occupied					1,014,335		1,114,715
Lease financing					52,600		55,483
	Commercial and business lending				6,670,834		5,992,878
Commercial real estate - investor					3,043,361		2,939,456
Real estate construction					982,426		896,248
	Commercial real estate lending				4,025,787		3,835,704
		Total commercial			10,696,621		9,828,582
Home equity					1,676,525		1,825,014
Installment and credit cards					459,682		407,074
Residential mortgage					4,326,262		3,835,591
		Total consumer			6,462,469		6,067,679
			Total loans	$	17,159,090	$	15,896,261

A summary of the changes in the allowance for credit losses was as follows.
		Nine Months Ended		Year Ended
		September 30, 2014		December 31, 2013
			($ in Thousands)
Allowance for Loan Losses:
Balance at beginning of period		$	268,315	$	297,409
Provision for loan losses			8,500		10,000
Charge offs			(35,318)		(88,061)
Recoveries			24,765		48,967
	Net charge offs		(10,553)		(39,094)
Balance at end of period		$	266,262	$	268,315
Allowance for Unfunded Commitments:
Balance at beginning of period		$	21,900	$	21,800
Provision for unfunded commitments			2,500		100
Balance at end of period		$	24,400	$	21,900
Allowance for Credit Losses		$	290,662	$	290,215

The level of the allowance for loan losses represents management's estimate of an amount appropriate to provide for probable credit losses in the loan portfolio at the balance sheet date. In general, the change in the allowance for loan losses is a function of a number of factors, including but not limited to changes in the loan portfolio, net charge offs, trends in past due and impaired loans, and the level of potential problem loans. Management considers the allowance for loan losses a critical accounting policy, as assessing these numerous factors involves significant judgment.

Theallowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit) and is included in accrued expenses and other liabilities on the consolidated balance sheets. The determination of the appropriate level of the allowance for unfunded commitments is based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience and credit risk grading of the loan. Net adjustments to the allowance for unfunded commitments are included in provision for credit losses in the consolidated statements of income. See Note 12 for additional information on the allowance for unfunded commitments.

A summary of the changes in the allowance for loan losses by portfolio segment for the nine months ended September 30, 2014, was as follows.

$ in Thousands	Commercial and industrial		Commercial real estate - owner occupied		Lease financing		Commercial real estate - investor		Real estate construction			Home equity	Installment and credit cards		Residential mortgage			Total
Balance at Dec 31, 2013	$	104,501	$	19,476	$	1,607	$	58,156	$	23,418	$	32,196	$	2,416	$	26,545	$	268,315
Provision for loan losses		18,700		1,098		777		(14,292)		(3,831)		1,278		3,486		1,284		8,500
Charge offs		(11,421)		(2,963)		(29)		(4,358)		(1,761)		(9,713)		(1,751)		(3,322)		(35,318)
Recoveries		9,501		1,427		6		9,693		503		2,546		481		608		24,765
Balance at Sep 30, 2014	$	121,281	$	19,038	$	2,361	$	49,199	$	18,329	$	26,307	$	4,632	$	25,115	$	266,262
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	$	14,006	$	1,672	$	735	$	1,829	$	1,140	$	11	$	-	$	588	$	19,981
Ending balance impaired loans collectively evaluated for impairment	$	3,590	$	2,404	$	4	$	2,429	$	1,021	$	12,480	$	339	$	11,503	$	33,770
Total impaired loans	$	17,596	$	4,076	$	739	$	4,258	$	2,161	$	12,491	$	339	$	12,091	$	53,751
Ending balance all other loans collectively evaluated for impairment	$	103,685	$	14,962	$	1,622	$	44,941	$	16,168	$	13,816	$	4,293	$	13,024	$	212,511
Total	$	121,281	$	19,038	$	2,361	$	49,199	$	18,329	$	26,307	$	4,632	$	25,115	$	266,262
Loans:
Ending balance impaired loans individually evaluated for impairment	$	45,242	$	17,927	$	1,938	$	21,204	$	6,026	$	1,025	$	-	$	10,390	$	103,752
Ending balance impaired loans collectively evaluated for impairment	$	42,856	$	17,987	$	9	$	28,342	$	2,966	$	30,818	$	1,759	$	60,252	$	184,989
Total impaired loans	$	88,098	$	35,914	$	1,947	$	49,546	$	8,992	$	31,843	$	1,759	$	70,642	$	288,741
Ending balance all other loans collectively evaluated for impairment	$	5,515,801	$	978,421	$	50,653	$	2,993,815	$	973,434	$	1,644,682	$	457,923	$	4,255,620	$	16,870,349
Total	$	5,603,899	$	1,014,335	$	52,600	$	3,043,361	$	982,426	$	1,676,525	$	459,682	$	4,326,262	$	17,159,090

The allocation methodology used by the Corporation includes allocations for specifically identified impaired loans and loss factor allocations (used for both criticized and non-criticized loan categories), with a component primarily based on historical loss rates and a component primarily based on other qualitative factors. Management allocates the allowance for loan losses by pools of risk within each loan portfolio. The allocation of the allowance for loan losses by loan portfolio is made for analytical purposes and is not necessarily indicative of the trend of future loan losses in any particular category. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.

For comparison purposes, a summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2013, was as follows.

$ in Thousands	Commercial and industrial		Commercial real estate - owner occupied			Lease financing	Commercial real estate - investor		Real estate construction		Home equity		Installment		Residential mortgage			Total
Balance at Dec 31, 2012	$	97,852	$	27,389	$	3,024	$	63,181	$	20,741	$	56,826	$	4,299	$	24,097	$	297,409
Provision for loan losses		12,930		(1,778)		(1,429)		(2,140)		541		(8,213)		(2,127)		12,216		10,000
Charge offs		(35,146)		(6,474)		(206)		(9,846)		(3,375)		(20,629)		(1,389)		(10,996)		(88,061)
Recoveries		28,865		339		218		6,961		5,511		4,212		1,633		1,228		48,967
Balance at Dec 31, 2013	$	104,501	$	19,476	$	1,607	$	58,156	$	23,418	$	32,196	$	2,416	$	26,545	$	268,315
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	$	7,994	$	1,019	$	-	$	3,932	$	254	$	123	$	-	$	315	$	13,637
Ending balance impaired loans collectively evaluated for impairment	$	3,923	$	1,936	$	29	$	3,963	$	2,162	$	13,866	$	487	$	11,872	$	38,238
Total impaired loans	$	11,917	$	2,955	$	29	$	7,895	$	2,416	$	13,989	$	487	$	12,187	$	51,875
Ending balance all other loans collectively evaluated for impairment	$	92,584	$	16,521	$	1,578	$	50,261	$	21,002	$	18,207	$	1,929	$	14,358	$	216,440
Total	$	104,501	$	19,476	$	1,607	$	58,156	$	23,418	$	32,196	$	2,416	$	26,545	$	268,315
Loans:
Ending balance impaired loans individually evaluated for impairment	$	29,343	$	24,744	$	-	$	32,367	$	3,777	$	929	$	-	$	10,526	$	101,686
Ending balance impaired loans collectively evaluated for impairment	$	40,893	$	17,929	$	69	$	50,175	$	6,483	$	33,871	$	1,360	$	56,947	$	207,727
Total impaired loans	$	70,236	$	42,673	$	69	$	82,542	$	10,260	$	34,800	$	1,360	$	67,473	$	309,413
Ending balance all other loans collectively evaluated for impairment	$	4,752,444	$	1,072,042	$	55,414	$	2,856,914	$	885,988	$	1,790,214	$	405,714	$	3,768,118	$	15,586,848
Total	$	4,822,680	$	1,114,715	$	55,483	$	2,939,456	$	896,248	$	1,825,014	$	407,074	$	3,835,591	$	15,896,261

The following table presents commercial loans by credit quality indicator at September 30, 2014.
		Pass		Special Mention		Potential Problem		Impaired		Total
		($ in Thousands)
Commercial and industrial	$	5,268,521	$	113,864	$	133,416	$	88,098	$	5,603,899
Commercial real estate - owner occupied		900,306		29,107		49,008		35,914		1,014,335
Lease financing		45,506		1,360		3,787		1,947		52,600
Commercial and business lending		6,214,333		144,331		186,211		125,959		6,670,834
Commercial real estate - investor		2,930,817		34,524		28,474		49,546		3,043,361
Real estate construction		967,914		3,293		2,227		8,992		982,426
Commercial real estate lending		3,898,731		37,817		30,701		58,538		4,025,787
Total commercial	$	10,113,064	$	182,148	$	216,912	$	184,497	$	10,696,621
The following table presents commercial loans by credit quality indicator at December 31, 2013.
		Pass		Special Mention		Potential Problem		Impaired		Total
		($ in Thousands)
Commercial and industrial	$	4,485,160	$	153,615	$	113,669	$	70,236	$	4,822,680
Commercial real estate - owner occupied		959,849		55,404		56,789		42,673		1,114,715
Lease financing		52,733		897		1,784		69		55,483
Commercial and business lending		5,497,742		209,916		172,242		112,978		5,992,878
Commercial real estate - investor		2,740,255		64,230		52,429		82,542		2,939,456
Real estate construction		877,911		2,814		5,263		10,260		896,248
Commercial real estate lending		3,618,166		67,044		57,692		92,802		3,835,704
Total commercial	$	9,115,908	$	276,960	$	229,934	$	205,780	$	9,828,582

The following table presents consumer loans by credit quality indicator at September 30, 2014.
		Performing		30-89 Days Past Due		Potential Problem		Impaired		Total
		($ in Thousands)
Home equity	$	1,633,033	$	10,738	$	911	$	31,843	$	1,676,525
Installment and credit cards		456,101		1,818		4		1,759		459,682
Residential mortgage		4,250,223		3,231		2,166		70,642		4,326,262
Total consumer	$	6,339,357	$	15,787	$	3,081	$	104,244	$	6,462,469
The following table presents consumer loans by credit quality indicator at December 31, 2013.
		Performing		30-89 Days Past Due		Potential Problem		Impaired		Total
		($ in Thousands)
Home equity	$	1,777,421	$	10,680	$	2,113	$	34,800	$	1,825,014
Installment		404,514		1,150		50		1,360		407,074
Residential mortgage		3,758,688		6,118		3,312		67,473		3,835,591
Total consumer	$	5,940,623	$	17,948	$	5,475	$	103,633	$	6,067,679

Factors that are important to managing overall credit quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early identification of potential problems, and appropriate allowance for credit losses, nonaccrual and charge off policies.

For commercial loans, management has determined the pass credit quality indicator to include credits that exhibit acceptable financial statements, cash flow, and leverage. If anyrisk exists, it is mitigated by the loan structure, collateral, monitoring, or control. For consumer loans, performing loans include credits that are performing in accordance with the original contractual terms. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Special mention credits have potential weaknesses that deserve management's attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the credit. Potential problem loans are considered inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged. These loans generally have a well-defined weakness, or weaknesses that may jeopardize liquidation of the debt and are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. Lastly, management considers a loan to be impaired when it is probable that the Corporation will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that commercial and consumer loan relationships that have nonaccrual status or have had their terms restructured in a troubled debt restructuring meet this impaired loan definition. Commercial loans classified as special mention, potential problem, and impaired are reviewed at a minimum on a quarterly basis, while pass and performing rated credits are reviewed on an annual basis or more frequently if the loan renewal is less than one year or if otherwise warranted.

The following table presents loans by past due status at September 30, 2014.
		30-59 Days Past Due		60-89 Days Past Due	90 Days or More Past Due *			Total Past Due		Current		Total
	($ in Thousands)
Accruing loans
Commercial and industrial	$	2,035	$	1,912	$	269	$	4,216	$	5,548,540	$	5,552,756
Commercial real estate - owner occupied		1,024		1,651		-		2,675		987,320		989,995
Lease financing		-		-		-		-		50,653		50,653
Commercial and business lending		3,059		3,563		269		6,891		6,586,513		6,593,404
Commercial real estate - investor		15,869		-		-		15,869		3,002,386		3,018,255
Real estate construction		299		100		-		399		973,840		974,239
Commercial real estate lending		16,168		100		-		16,268		3,976,226		3,992,494
Total commercial		19,227		3,663		269		23,159		10,562,739		10,585,898
Home equity		7,999		2,739		-		10,738		1,644,526		1,655,264
Installment and credit cards		1,106		712		1,369		3,187		455,842		459,029
Residential mortgage		2,944		287		52		3,283		4,271,478		4,274,761
Total consumer		12,049		3,738		1,421		17,208		6,371,846		6,389,054
Total accruing loans	$	31,276	$	7,401	$	1,690	$	40,367	$	16,934,585	$	16,974,952
Nonaccrual loans
Commercial and industrial	$	2,061	$	1,254	$	7,633	$	10,948	$	40,195	$	51,143
Commercial real estate - owner occupied		429		582		10,159		11,170		13,170		24,340
Lease financing		-		-		550		550		1,397		1,947
Commercial and business lending		2,490		1,836		18,342		22,668		54,762		77,430
Commercial real estate - investor		140		685		8,418		9,243		15,863		25,106
Real estate construction		64		56		1,061		1,181		7,006		8,187
Commercial real estate lending		204		741		9,479		10,424		22,869		33,293
Total commercial		2,694		2,577		27,821		33,092		77,631		110,723
Home equity		1,606		2,067		10,607		14,280		6,981		21,261
Installment and credit cards		57		49		138		244		409		653
Residential mortgage		3,934		2,657		22,117		28,708		22,793		51,501
Total consumer		5,597		4,773		32,862		43,232		30,183		73,415
Total nonaccrual loans **	$	8,291	$	7,350	$	60,683	$	76,324	$	107,814	$	184,138
Total loans
Commercial and industrial	$	4,096	$	3,166	$	7,902	$	15,164	$	5,588,735	$	5,603,899
Commercial real estate - owner occupied		1,453		2,233		10,159		13,845		1,000,490		1,014,335
Lease financing		-		-		550		550		52,050		52,600
Commercial and business lending		5,549		5,399		18,611		29,559		6,641,275		6,670,834
Commercial real estate - investor		16,009		685		8,418		25,112		3,018,249		3,043,361
Real estate construction		363		156		1,061		1,580		980,846		982,426
Commercial real estate lending		16,372		841		9,479		26,692		3,999,095		4,025,787
Total commercial		21,921		6,240		28,090		56,251		10,640,370		10,696,621
Home equity		9,605		4,806		10,607		25,018		1,651,507		1,676,525
Installment and credit cards		1,163		761		1,507		3,431		456,251		459,682
Residential mortgage		6,878		2,944		22,169		31,991		4,294,271		4,326,262
Total consumer		17,646		8,511		34,283		60,440		6,402,029		6,462,469
Total loans	$	39,567	$	14,751	$	62,373	$	116,691	$	17,042,399	$	17,159,090
* The recorded investment in loans past due 90 days or more and still accruing totaled $2 million at September 30, 2014 (the same as the reported balances for the accruing loans noted above). ** The percent of nonaccrual loans which are current was 59% at September 30, 2014.

The following table presents loans by past due status at December 31, 2013.
		30-59 Days Past Due		60-89 Days Past Due	90 Days or More Past Due *			Total Past Due		Current		Total
	($ in Thousands)
Accruing loans
Commercial and industrial	$	3,390	$	3,436	$	1,199	$	8,025	$	4,776,936	$	4,784,961
Commercial real estate - owner occupied		1,015		2,091		-		3,106		1,081,945		1,085,051
Lease financing		-		-		-		-		55,414		55,414
Commercial and business lending		4,405		5,527		1,199		11,131		5,914,295		5,925,426
Commercial real estate - investor		9,081		14,134		-		23,215		2,878,645		2,901,860
Real estate construction		836		1,118		-		1,954		887,827		889,781
Commercial real estate lending		9,917		15,252		-		25,169		3,766,472		3,791,641
Total commercial		14,322		20,779		1,199		36,300		9,680,767		9,717,067
Home equity		8,611		2,069		346		11,026		1,788,821		1,799,847
Installment		885		265		637		1,787		404,173		405,960
Residential mortgage		5,253		865		168		6,286		3,781,673		3,787,959
Total consumer		14,749		3,199		1,151		19,099		5,974,667		5,993,766
Total accruing loans	$	29,071	$	23,978	$	2,350	$	55,399	$	15,655,434	$	15,710,833
Nonaccrual loans
Commercial and industrial	$	998	$	1,764	$	9,765	$	12,527	$	25,192	$	37,719
Commercial real estate - owner occupied		2,482		1,724		11,125		15,331		14,333		29,664
Lease financing		-		-		69		69		-		69
Commercial and business lending		3,480		3,488		20,959		27,927		39,525		67,452
Commercial real estate - investor		3,408		899		20,466		24,773		12,823		37,596
Real estate construction		2,376		-		2,267		4,643		1,824		6,467
Commercial real estate lending		5,784		899		22,733		29,416		14,647		44,063
Total commercial		9,264		4,387		43,692		57,343		54,172		111,515
Home equity		1,725		1,635		14,331		17,691		7,476		25,167
Installment		129		24		289		442		672		1,114
Residential mortgage		3,199		3,257		26,201		32,657		14,975		47,632
Total consumer		5,053		4,916		40,821		50,790		23,123		73,913
Total nonaccrual loans**	$	14,317	$	9,303	$	84,513	$	108,133	$	77,295	$	185,428
Total loans
Commercial and industrial	$	4,388	$	5,200	$	10,964	$	20,552	$	4,802,128	$	4,822,680
Commercial real estate - owner occupied		3,497		3,815		11,125		18,437		1,096,278		1,114,715
Lease financing		-		-		69		69		55,414		55,483
Commercial and business lending		7,885		9,015		22,158		39,058		5,953,820		5,992,878
Commercial real estate - investor		12,489		15,033		20,466		47,988		2,891,468		2,939,456
Real estate construction		3,212		1,118		2,267		6,597		889,651		896,248
Commercial real estate lending		15,701		16,151		22,733		54,585		3,781,119		3,835,704
Total commercial		23,586		25,166		44,891		93,643		9,734,939		9,828,582
Home equity		10,336		3,704		14,677		28,717		1,796,297		1,825,014
Installment		1,014		289		926		2,229		404,845		407,074
Residential mortgage		8,452		4,122		26,369		38,943		3,796,648		3,835,591
Total consumer		19,802		8,115		41,972		69,889		5,997,790		6,067,679
Total loans	$	43,388	$	33,281	$	86,863	$	163,532	$	15,732,729	$	15,896,261
* The recorded investment in loans past due 90 days or more and still accruing totaled $2 million at December 31, 2013 (the same as the reported balances for the accruing loans noted above). ** The percent of nonaccrual loans which are current was 42% at December 31, 2013.

The following table presents impaired loans at September 30, 2014.
		Recorded Investment		Unpaid Principal Balance		Related Allowance		YTD Average Recorded Investment		YTD Interest Income Recognized(a)
Loans with a related allowance		($ in Thousands)
Commercial and industrial	$	74,410	$	76,852	$	17,596	$	74,470	$	2,548
Commercial real estate - owner occupied		23,250		25,849		4,076		24,412		585
Lease financing		1,946		1,946		739		2,074		-
Commercial and business lending		99,606		104,647		22,411		100,956		3,133
Commercial real estate - investor		38,566		42,836		4,258		40,288		988
Real estate construction		5,778		8,576		2,161		6,702		158
Commercial real estate lending		44,344		51,412		6,419		46,990		1,146
Total commercial		143,950		156,059		28,830		147,946		4,279
Home equity		30,996		34,392		12,491		31,842		1,105
Installment and credit cards		1,759		1,979		339		1,864		41
Residential mortgage		62,916		67,457		12,091		63,920		1,526
Total consumer		95,671		103,828		24,921		97,626		2,672
Total loans	$	239,621	$	259,887	$	53,751	$	245,572	$	6,951
Loans with no related allowance
Commercial and industrial	$	13,688	$	21,230	$	-	$	16,781	$	46
Commercial real estate - owner occupied		12,664		14,996		-		13,775		36
Lease financing		1		-		-		-		-
Commercial and business lending		26,353		36,226		-		30,556		82
Commercial real estate - investor		10,980		17,169		-		12,556		133
Real estate construction		3,214		3,904		-		3,313		-
Commercial real estate lending		14,194		21,073		-		15,869		133
Total commercial		40,547		57,299		-		46,425		215
Home equity		847		859		-		864		15
Installment and credit cards		-		-		-		-		-
Residential mortgage		7,726		7,845		-		7,774		104
Total consumer		8,573		8,704		-		8,638		119
Total loans	$	49,120	$	66,003	$	-	$	55,063	$	334
Total
Commercial and industrial	$	88,098	$	98,082	$	17,596	$	91,251	$	2,594
Commercial real estate - owner occupied		35,914		40,845		4,076		38,187		621
Lease financing		1,947		1,946		739		2,074		-
Commercial and business lending		125,959		140,873		22,411		131,512		3,215
Commercial real estate - investor		49,546		60,005		4,258		52,844		1,121
Real estate construction		8,992		12,480		2,161		10,015		158
Commercial real estate lending		58,538		72,485		6,419		62,859		1,279
Total commercial		184,497		213,358		28,830		194,371		4,494
Home equity		31,843		35,251		12,491		32,706		1,120
Installment and credit cards		1,759		1,979		339		1,864		41
Residential mortgage		70,642		75,302		12,091		71,694		1,630
Total consumer		104,244		112,532		24,921		106,264		2,791
Total loans(b)	$	288,741	$	325,890	$	53,751	$	300,635	$	7,285
(a) Interest income recognized included $4 million of interest income recognized on accruing restructured loans for the nine months ended September 30, 2014.
(b) The implied fair value mark on all impaired loans at September 30, 2014, was 72% of their unpaid principal balance. The fair value mark is calculated as the recorded investment, net of the related allowance, divided by the unpaid principal balance.

The following table presents impaired loans at December 31, 2013.
		Recorded Investment		Unpaid Principal Balance		Related Allowance		YTD Average Recorded Investment		YTD Interest Income Recognized (a)
Loans with a related allowance		($ in Thousands)
Commercial and industrial	$	57,857	$	65,443	$	11,917	$	61,000	$	1,741
Commercial real estate - owner occupied		22,651		25,072		2,955		24,549		995
Lease financing		69		69		29		76		-
Commercial and business lending		80,577		90,584		14,901		85,625		2,736
Commercial real estate - investor		64,647		68,228		7,895		68,776		2,735
Real estate construction		8,815		12,535		2,416		9,796		236
Commercial real estate lending		73,462		80,763		10,311		78,572		2,971
Total commercial		154,039		171,347		25,212		164,197		5,707
Home equity		34,707		40,344		13,989		36,623		1,518
Installment		1,360		1,676		487		1,753		100
Residential mortgage		60,157		69,699		12,187		62,211		1,861
Total consumer		96,224		111,719		26,663		100,587		3,479
Total loans	$	250,263	$	283,066	$	51,875	$	264,784	$	9,186
Loans with no related allowance
Commercial and industrial	$	12,379	$	19,556	$	-	$	14,291	$	306
Commercial real estate - owner occupied		20,022		22,831		-		20,602		315
Lease financing		-		-		-		-		-
Commercial and business lending		32,401		42,387		-		34,893		621
Commercial real estate - investor		17,895		25,449		-		19,354		130
Real estate construction		1,445		1,853		-		1,576		13
Commercial real estate lending		19,340		27,302		-		20,930		143
Total commercial		51,741		69,689		-		55,823		764
Home equity		93		92		-		94		2
Installment		-		-		-		-		-
Residential mortgage		7,316		8,847		-		7,321		185
Total consumer		7,409		8,939		-		7,415		187
Total loans	$	59,150	$	78,628	$	-	$	63,238	$	951
Total
Commercial and industrial	$	70,236	$	84,999	$	11,917	$	75,291	$	2,047
Commercial real estate - owner occupied		42,673		47,903		2,955		45,151		1,310
Lease financing		69		69		29		76		-
Commercial and business lending		112,978		132,971		14,901		120,518		3,357
Commercial real estate - investor		82,542		93,677		7,895		88,130		2,865
Real estate construction		10,260		14,388		2,416		11,372		249
Commercial real estate lending		92,802		108,065		10,311		99,502		3,114
Total commercial		205,780		241,036		25,212		220,020		6,471
Home equity		34,800		40,436		13,989		36,717		1,520
Installment		1,360		1,676		487		1,753		100
Residential mortgage		67,473		78,546		12,187		69,532		2,046
Total consumer		103,633		120,658		26,663		108,002		3,666
Total loans (b)	$	309,413	$	361,694	$	51,875	$	328,022	$	10,137
(a) Interest income recognized included $6 million of interest income recognized on accruing restructured loans for the year ended December 31, 2013.
(b) The implied fair value mark on all impaired loans at December 31, 2013, was 71% of their unpaid principal balance. The fair value mark is calculated as the recorded investment, net of the related allowance, divided by the unpaid principal balance.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal payments, unless the loan is well secured and in the process of collection. Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management's practice to place such loans on nonaccrual status immediately, rather than delaying such action until the loans become 90 days past due. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is reversed, amortization of related deferred loan fees or costs is suspended, and income is recorded only to the extent that interest payments are subsequently received in cash and a determination has been made that the principal and interest of the loan is collectible. If collectability of the principal and interest is in doubt, payments received are applied to loan principal.

While an asset is in nonaccrual status, some or all of the cash interest payments received may be treated as interest income on a cash basis as long as the remaining recorded investment in the asset (i.e., after charge off of identified losses, if any) is deemed to be fully collectible. The determination as to the ultimate collectability of the asset's remaining recorded investment must be supported by a current, well documented credit evaluation of the borrower's financial condition and prospects for repayment, including consideration of the borrower's sustained historical repayment performance and other relevant factors. A nonaccrual loan is returned to accrual status when all delinquent principal and interest payments become current in accordance with the terms of the loan agreement, the borrower has demonstrated a period of sustained repayment performance, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. A sustained period of repayment performance generally would be a minimum of six months.

Troubled Debt Restructurings (“Restructured Loans”):

Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. The concessions granted generally involve the modification of terms of the loan, such as changes in payment schedule or interest rate, which generally would not otherwise be considered. Restructured loans can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Nonaccrual restructured loans are included and treated with all other nonaccrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings, which are considered and accounted for as impaired loans. Generally, restructured loans remain on nonaccrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on accrual status. If the borrower's ability to meet the revised payment schedule is not reasonably assured, the loan remains on nonaccrual status.The Corporation had a $26million recorded investment in loans modified in a troubled debt restructuring for the nine months endedSeptember 30, 2014, of which $10 million were in accrual status and $16 million were in nonaccrual pending a sustained period of repayment.

All restructured loans are considered impaired in the calendar year of restructuring. In subsequent years, a restructured loan may cease being classified as impaired if the loan was modified at a market rate and has performed according to the modified terms for at least six months. A loan that has been modified at a below market rate will return to performing status if it satisfies the six month performance requirement; however, it will remain classified as a restructured loan. The following table presents nonaccrual and performing restructured loans by loan portfolio.

		September 30, 2014				December 31, 2013
		Performing Restructured Loans		Nonaccrual Restructured Loans *		Performing Restructured Loans		Nonaccrual Restructured Loans *
		($ in Thousands)
Commercial and industrial	$	36,956	$	4,759	$	32,517	$	6,900
Commercial real estate - owner occupied		11,574		8,031		13,009		10,999
Commercial real estate - investor		24,439		17,472		44,946		18,069
Real estate construction		805		2,833		3,793		2,065
Home equity		10,582		6,729		9,633		5,419
Installment and credit cards		1,106		230		246		451
Residential mortgage		19,141		23,260		19,841		15,682
Total	$	104,603	$	63,314	$	123,985	$	59,585
* Nonaccrual restructured loans have been included with nonaccrual loans.

The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio during the three and nine months ended September 30, 2014, and the recorded investment and unpaid principal balance as of September 30, 2014.
	Three Months Ended September 30, 2014					Nine Months Ended September 30, 2014
	Number of Loans		Recorded Investment (1)		Unpaid Principal Balance (2)	Number of Loans		Recorded Investment (1)		Unpaid Principal Balance (2)
	($ in Thousands)
Commercial and industrial	10	$	7,383	$	7,384	13	$	7,695	$	7,707
Commercial real estate - owner occupied	―		―		―	2		1,123		1,260
Commercial real estate - investor	3		5,603		5,918	4		6,096		6,425
Real estate construction	1		8		8	2		14		14
Home equity	42		1,428		1,486	94		3,407		3,593
Installment and credit cards	2		25		25	3		34		45
Residential mortgage	45		4,057		4,347	85		8,004		8,555
Total	103	$	18,504	$	19,168	203	$	26,373	$	27,599
(1) Represents post-modification outstanding recorded investment.
(2) Represents pre-modification outstanding recorded investment.

The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio during the three and nine months ended September 30, 2013, and the recorded investment and unpaid principal balance as of September 30, 2013.
	Three Months Ended September 30, 2013					Nine Months Ended September 30, 2013
	Number of Loans		Recorded Investment (1)		Unpaid Principal Balance (2)	Number of Loans		Recorded Investment (1)		Unpaid Principal Balance (2)
	($ in Thousands)
Commercial and industrial	19	$	5,479	$	6,384	58	$	11,379	$	14,028
Commercial real estate - owner occupied	7		3,373		3,488	17		9,313		9,596
Commercial real estate - investor	10		1,222		1,304	18		5,013		5,320
Real estate construction	3		227		248	9		2,006		2,084
Home equity	16		933		985	74		4,149		4,554
Installment	―		―		―	2		187		193
Residential mortgage	19		1,664		1,826	71		6,744		7,619
Total	74	$	12,898	$	14,235	249	$	38,791	$	43,394
(1) Represents post-modification outstanding recorded investment.
(2) Represents pre-modification outstanding recorded investment.

Restructured loan modifications may include payment schedule modifications, interest rate concessions, maturity date extensions, modification of note structure (A/B Note),non-reaffirmed Chapter 7 bankruptcies, principal reduction, or some combination of these concessions. During the three and nine months endedSeptember 30, 2014, restructured loan modifications of commercial and industrial, commercial real estate and real estate construction loans primarily included maturity date extensions and payment schedule modifications. Restructured loan modifications of home equity and residential mortgage loans for the three and nine months endedSeptember 30, 2014, primarily included maturity date extensions, interest rate concessions, payment schedule modifications, non-reaffirmed Chapter 7 bankruptcies, or a combination of these concessions.

The following table provides the number of loans modified in a troubled debt restructuring during the previous 12 months which subsequently defaulted during the three and nine months endedSeptember 30, 2014, as well as the recorded investment in these restructured loans as of September 30, 2014.

	Three Months Ended September 30, 2014			Nine Months Ended September 30, 2014
	Number of Loans	Recorded Investment		Number of Loans		Recorded Investment
	($ in Thousands)
Commercial and industrial	―	$	―	1	$	52
Commercial real estate - owner occupied	―		―	2		203
Commercial real estate - investor	1		493	2		1,613
Real estate construction	―		―	1		160
Home equity	12		367	25		939
Installment and credit cards	1		10	3		34
Residential mortgage	18		1,502	50		4,743
Total	32	$	2,372	84	$	7,744

The following table provides the number of loans modified in a troubled debt restructuring during the previous 12 months which subsequently defaulted during the three and nine months endedSeptember 30, 2013, as well as the recorded investment in these restructured loans as of September 30, 2013.

	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013
	Number of Loans	Recorded Investment		Number of Loans		Recorded Investment
	($ in Thousands)
Commercial and industrial	8	$	506	18	$	1,626
Commercial real estate - owner occupied	2		464	4		578
Commercial real estate - investor	1		405	5		1,992
Real estate construction	1		118	2		158
Home equity	4		147	12		699
Residential mortgage	8		1,150	15		2,385
Total	24	$	2,790	56	$	7,438

All loans modified in a troubled debt restructuring are evaluated for impairment. The nature and extent of the impairment of restructured loans, including those which have experienced a subsequent payment default, is considered in the determination of an appropriate level of the allowance for loan losses.

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Short And Long-term Funding

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Short and long-term funding

NOTE 8: Short and Long-Term Funding

The components of short-term funding (funding with original contractual maturities of one year or less) and long-term funding (funding with original contractual maturities greater than one year) were as follows.

			September 30,		December 31,
			2014		2013
			($ in Thousands)
Short-Term Funding
Federal funds purchased		$	272,190	$	56,195
Securities sold under agreements to repurchase			493,451		419,247
	Federal funds purchased and securities sold under agreements to repurchase		765,641		475,442
FHLB advances			605,000		200,000
Commercial paper			59,539		65,484
	Other short-term funding		664,539		265,484
	Total short-term funding	$	1,430,180	$	740,926
Long-Term Funding
FHLB advances		$	2,500,268	$	2,500,297
Senior notes, at par			430,000		585,000
Other long-term funding and capitalized costs			1,279		1,970
	Total long-term funding	$	2,931,547	$	3,087,267
Total short and long-term funding		$	4,361,727	$	3,828,193

Short-term funding:

The FHLB advances included in short-term funding are those with original contractual maturities of one year or less. The securities sold under agreements to repurchase represent short-term funding which is collateralized by securities of the U.S. Government or its agencies.

Long-term funding:

FHLB Advances:Long-term FHLB advances had a weighted-average interest rate of 0.10% for both September 30, 2014 and December 31, 2013.During the fourth quarter of 2013, the Corporation executed $2.5 billion of five year, variable rate FHLB advances that can be repaid, at our option, without penalty. The FHLB advances are indexed to the FHLB discount note and reprice at varying intervals, including $1.0 billion repricing at four week intervals, $750 million repricing at 13 week intervals, and $750 million repricing daily. The advances offer flexible, low cost, long-term funding that improves the Corporation's liquidity profile.

2011 Senior Notes: In March 2011, the Corporation issued $300 million of senior notes due March 2016, and callable February 2016, with a 5.125% fixed coupon at a discount. In September 2011, the Corporation "re-opened" the offering and issued an additional $130 million of the same notes at a premium. The Corporation intends to refinance the 2011 Senior Notes prior to their maturity.

2012 Senior Notes:In September 2012, the Corporation issued $155 million of senior notes, due March 2014, and callable February 2014, at a discount. These notes were called and redeemed in February 2014.

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Goodwill and Other Intangible Assets Mortgage Servicing Rights Roll-Forward (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Mortgage servicing rights:
Servicing Asset at Amortized Cost, Beginning Balance	$ 64,193	$ 61,425
Additions	5,844	18,256
Amortization	(8,224)	(15,488)
Servicing Asset at Amortized Cost, Ending Balance	61,813	64,193
Valuation allowance at beginning of period	(913)	(15,476)
(Additions) / Recoveries, net	89	14,563
Valuation allowance at end of period	(824)	(913)
Mortgage servicing rights, net	60,989	63,280
Fair value of mortgage servicing rights	69,940	74,444
Portfolio of residential mortgage loans serviced for others ("servicing portfolio")	8,012,000	8,084,000
Mortgage servicing rights, net to servicing portfolio	0.76%	0.78%
Mortgage servicing rights expense (1)	$ 8,135	$ 925

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Goodwill and Other Intangible Assets (Details Textuals) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Goodwill [Line Items]
Goodwill	$ 929,168	$ 929,168

XML

Goodwill and Other Intangible Assets Summary of Core Deposit and Other Intangibles (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended			12 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Core Deposits Member	Dec. 31, 2013 Core Deposits Member	Sep. 30, 2014 Other Intangible Assets [Member]	Dec. 31, 2013 Other Intangible Assets [Member]
Summary of core deposit intangibles and other intangibles
Gross carrying amount					$ 36,230	$ 36,230	$ 19,283	$ 19,283
Accumulated amortization					(33,878)	(31,565)	(13,423)	(12,764)
Total Estimated Amortization Expense					2,352	4,665	5,860	6,519
Amortization of other intangible assets	$ 990	$ 1,010	$ 2,972	$ 3,032	$ 2,313	$ 3,122	$ 659	$ 921

XML

Commitments, Off-Balance Sheet Arrangements and Contingent Liabilities (Tables)

9 Months Ended

Sep. 30, 2014

Commitments, off-balance Sheet Arrangements, and Contingent Liabilities [Abstract]

Summary of lending-related and other commitments

			September 30, 2014		December 31, 2013
			($ in Thousands)
Commitments to extend credit, excluding commitments to originate residential
	mortgage loans held for sale(1)(2)	$	6,703,718	$	6,367,771
Commercial letters of credit (1)			8,705		12,034
Standby letters of credit (3)			352,445		370,773

Summary of changes in the residential mortgage repurchase reserve

		For the Nine
		Months Ended		For the Year Ended
		September 30, 2014		December 31, 2013
		($ in Thousands)
Balance at beginning of period	$	5,700	$	3,300
Repurchase provision (recovery) expense		(1,883)		5,909
Charge offs		(417)		(3,509)
Balance at end of period	$	3,400	$	5,700

XML

Investment Securities (Details Textuals) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Investment Securities (Textuals) [Abstract]
Federal Home Loan Bank Stock	$ 118,000,000		$ 110,000,000
Federal Reserve Bank Stock	71,000,000		71,000,000
FHLB stock	(7,626,000)	(28,520,000)
Sale of FHLB stock	$ 0	$ 14,399,000

XML

Fair Value Measurements

9 Months Ended

Sep. 30, 2014

Fair Value Measurements [Abstract]

Fair Value Measurements

NOTE 13: Fair Value Measurements

Fair value represents the estimated price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (i.e., an exit price concept). As there is no active market for many of the Corporation's financial instruments, estimates are made using discounted cash flow or other valuation techniques. Inputs into the valuation methods are subjective in nature, involve uncertainties, and require significant judgment and therefore cannot be determined with precision. Accordingly, the derived fair value estimates presented herein are not necessarily indicative of the amounts the Corporation could realize in a current market exchange. Assets and liabilities are categorized into three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy in which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Corporation's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Below is a brief description of each fair value level.

Level 1 inputs	Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Corporation has the ability to access.
Level 2 inputs	Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.
Level 3 inputs	Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

Following is a description of the valuation methodologies used for the Corporation's more significant instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

Investment securities available for sale: Where quoted prices are available in an active market, investment securities are classified in Level 1 of the fair value hierarchy. Level 1 investment securities primarily include U.S. Treasury, certain Federal agency, and exchange-traded debt and equity securities. If quoted market prices are not available for the specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate, and are classified in Level 2 of the fair value hierarchy. Examples of these investment securities include certain Federal agency securities, obligations of state and political subdivisions (municipal securities), mortgage-related securities, asset-backed securities, and other debt securities. Lastly, in certain cases where there is limited activity or less transparency around inputs to the estimated fair value, securities are classified within Level 3 of the fair value hierarchy. Level 3 securities primarily include pooled trust preferred and other debt securities. To validate the fair value estimates, assumptions, and controls, the Corporation looks to transactions for similar instruments and utilizes independent pricing provided by thirdparty vendors or brokers and relevant market indices. While none of these sources are solely indicative of fair value, they serve as directional indicators for the appropriateness of the Corporation's fair value estimates. The Corporation has determined that the fair value measures of its investment securities are classified predominantly within Level 1 or 2 of the fair value hierarchy. See Note 5 for additional disclosure regarding the Corporation's investment securities.

Derivative financial instruments (interest rate-related instruments): The Corporation has used, and may again use in the future, interest rate swaps to manage its interest rate risk. In addition, the Corporation offers customer interest rate-related instruments(swaps and caps) to service our customers' needs, for which the Corporation simultaneously enters into offsetting derivative financial instruments (i.e., mirror interest rate-related instruments) with third parties to manage its interest rate risk associated with these financial instruments. The valuation of the Corporation's derivative financial instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative and, also includes a nonperformance / credit risk component (credit valuation adjustment). See Note 10 for additional disclosure regarding the Corporation's derivative financial instruments.

The discounted cash flow analysis component in the fair value measurement reflects the contractual terms of the derivative financial instruments, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. More specifically, the fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments), with the variable cash payments (or receipts) based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Likewise, the fair values of interest rate options (i.e., interest rate caps) are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fall below (or rise above) the strike rate of the floors (or caps), with the variable interest rates used in the calculation of projected receipts on the floor (or cap) based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative financial instruments for the effect of nonperformance risk, the Corporation has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. In conjunction with the FASB's fair value measurement guidance, the Corporation made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

While the Corporation has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions as of September 30, 2014, and December 31, 2013, and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. Therefore, the Corporation has determined that the fair value measures of its derivative financial instruments in their entirety are classified within Level 2 of the fair value hierarchy.

Derivative financial instruments (foreign currency exchange forwards): The Corporation provides foreign currency exchange services to customers. In addition, the Corporation may enter into a foreign currency exchange forward to mitigate the exchange rate risk attached to the cash flows of a loan or as an offsetting contract to a forward entered into as a service to our customer. The valuation of the Corporation's foreign currency exchange forwards is determined using quoted prices of foreign currency exchange forwards with similar characteristics, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate, and are classified in Level 2 of the fair value hierarchy. See Note 10 for additional disclosures regarding the Corporation's foreign currency exchange forwards.

Derivative financial instruments (mortgage derivatives): Mortgage derivatives include interest rate lock commitments to originate residential mortgage loans held for sale to individual customers and forward commitments to sell residential mortgage loans to various investors. The Corporation relies on an internal valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale, which includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment groups.

The Corporation also relies on an internal valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Corporation would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing available. While there are Level 2 and 3 inputs used in the valuation models, the Corporation has determined that the majority of the inputs significant in the valuation of both of the mortgage derivatives fall within Level 3 of the fair value hierarchy. See Note 10 for additional disclosure regarding the Corporation's mortgage derivatives.

Following is a description of the valuation methodologies used for the Corporation's more significant instruments measured on a nonrecurring basis at the lower of amortized cost or estimated fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

Loans Held for Sale:Loans held for sale, which consist generally of current production of certain fixed-rate, first-lien residential mortgage loans, are carried at the lower of cost or estimated fair value. The estimated fair value was based on what secondary markets are currently offering for portfolios with similar characteristics, which the Corporation classifies as a Level 2 nonrecurring fair value measurement.

Impaired Loans:The Corporation considers a loan impaired when it is probable that the Corporation will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that commercial and consumer loan relationships that have nonaccrual status or have had their terms restructured in a troubled debt restructuring meet this impaired loan definition.For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan's effective interest rate, the estimated fair value of the underlying collateral for collateral-dependent loans, or the estimated liquidity of the note. See Note 6 for additional information regarding the Corporation's impaired loans.

Mortgage servicing rights: Mortgage servicing rights do not trade in an active, open market with readily observable prices. While sales of mortgage servicing rights do occur, the precise terms and conditions typically are not readily available to allow for a “quoted price for similar assets” comparison. Accordingly, the Corporation utilizes an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of its mortgage servicing rights. The valuation model incorporates prepayment assumptions to project mortgage servicing rights cash flows based on the current interest rate scenario, which is then discounted to estimate an expected fair value of the mortgage servicing rights. The valuation model considers portfolio characteristics of the underlying mortgages, contractually specified servicing fees, prepayment assumptions, discount rate assumptions, delinquency rates, late charges, other ancillary revenue, costs to service, and other economic factors. The Corporation periodically reviews and assesses the underlying inputs and assumptions used in the model. In addition, the Corporation compares its fair value estimates and assumptions to observable market data for mortgage servicing rights, where available, and to recent market activity and actual portfolio experience. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the fair value hierarchy. The Corporation uses the amortization method (i.e., lower of amortized cost or estimated fair value measured on a nonrecurring basis), not fair value measurement accounting, for its mortgage servicing rights assets. See Note 7 for additional disclosure regarding the Corporation's mortgage servicing rights.

The table below presents the Corporation's investment securities available for sale and derivative financial instruments measured at fair value on a recurring basis as of September 30, 2014 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall.

Assets and Liabilities Measured at Fair Value on a Recurring Basis
					Fair Value Measurements Using
		September 30, 2014			Level 1		Level 2		Level 3
			($ in Thousands)
Assets:
Investment securities available for sale:
U.S. Treasury securities		$	996	$	996	$	―	$	―
Obligations of state and political subdivisions (municipal securities)			614,436		―		614,436		―
Residential mortgage-related securities:
	Government-sponsored enterprise (GSE)		3,741,040		―		3,741,040		―
	Private-label		2,482		―		2,482		―
GNMA commercial mortgage-related securities			980,602		―		980,602		―
Other securities (debt and equity)			5,866		2,666		3,000		200
	Total investment securities available for sale	$	5,345,422	$	3,662	$	5,341,560	$	200
Derivatives (trading and other assets)		$	42,388	$	―	$	40,948	$	1,440
Liabilities:
Derivatives (trading and other liabilities)		$	43,569	$	―	$	42,946	$	623

					Fair Value Measurements Using
		December 31, 2013			Level 1		Level 2		Level 3
			($ in Thousands)
Assets:
Investment securities available for sale:
U.S. Treasury securities		$	1,002	$	1,002	$	―	$	―
Obligations of state and political subdivisions (municipal securities)			676,080		―		676,080		―
Residential mortgage-related securities:
	Government-sponsored enterprise (GSE)		3,838,430		―		3,838,430		―
	Private-label		3,014		―		3,014		―
GNMA commercial mortgage-related securities			647,477		―		647,477		―
Asset-backed securities			23,059		―		23,059		―
Other securities (debt and equity)			61,523		3,238		57,986		299
	Total investment securities available for sale	$	5,250,585	$	4,240	$	5,246,046	$	299
Derivatives (trading and other assets)		$	52,773	$	―	$	51,056	$	1,717
Liabilities:
Derivatives (trading and other liabilities)		$	53,798	$	―	$	53,798	$	―

The table below presents a rollforward of the balance sheet amounts for the year ended December 31, 2013 and the nine months endedSeptember 30, 2014, for financial instruments measured on a recurring basis and classified within Level 3 of the fair value hierarchy.

Assets and Liabilities Measured at Fair Value
Using Significant Unobservable Inputs (Level 3)
			Investment Securities Available for Sale		Derivative Financial Instruments
($ in Thousands)
Balance December 31, 2012			$	480	$	7,647
	Total net losses included in income:
		Mortgage derivative loss		―		(5,930)
	Total net losses included in other comprehensive income:
		Unrealized investment securities loss		(70)		―
	Sales of investment securities			(111)		―
Balance December 31, 2013			$	299	$	1,717
	Total net losses included in income:
		Mortgage derivative loss		―		(900)
	Sales of investment securities			(99)		―
Balance September 30, 2014			$	200	$	817

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of September 30, 2014, the Corporation utilized the following valuation techniques and significant unobservable inputs.

Derivative financial instruments (mortgage derivative – interest rate lock commitments to originate residential mortgage loans held for sale): The significant unobservable input used in the fair value measurement of the Corporation's mortgage derivative interest rate lock commitments (“IRLC”) is the closing ratio, which represents the percentage of loans currently in a lock position which management estimates will ultimately close.  The closing ratio calculation takes into consideration historical data and loan-level data, (particularly the change in the current interest rates from the time of initial rate lock).  The closing ratio is periodically reviewed for reasonableness and reported to the Mortgage Risk Management Committee. At September 30, 2014, the closing ratio was88%.

Impaired loans: For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan's effective interest rate, the estimated fair value of the underlying collateral for collateral-dependent loans, or the estimated liquidity of the note, resulting in average discounts of 20% to 30%.

Mortgage servicing rights: The discounted cash flow analyses that generate expected market prices utilize the observable characteristics of the mortgage servicing rights portfolio, as well as certain unobservable valuation parameters.  The significant unobservable inputs used in the fair value measurement of the Corporation's mortgage servicing rights are the weighted average constant prepayment rate and weighted average discount rate, which were 13.4% and 10.1% at September 30, 2014, respectively.  Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement.  

These parameter assumptions fall within a range that the Corporation, in consultation with an independent third party, believes purchasers of servicing would apply to such portfolios sold into the current secondary servicing market. Discussions are held with members from Treasury and Consumer Banking to reconcile the fair value estimates and the key assumptions used by the respective parties in arriving at those estimates.  The Associated Mortgage Group Risk Committee is responsible for providing control over the valuation methodology and key assumptions.  To assess the reasonableness of the fair value measurement, the Corporation also compares the fair value and constant prepayment rate to a value calculated by an independent thirdparty on an annual basis.

The table below presents the Corporation's loans held for sale, impaired loans, and mortgage servicing rights measured at fair value on a nonrecurring basis as of September 30, 2014 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
				Fair Value Measurements Using
	September 30, 2014			Level 1		Level 2		Level 3
		($ in Thousands)
Assets:
Loans held for sale	$	142,097	$	―	$	142,097	$	―
Impaired loans (1)		83,771		―		―		83,771
Mortgage servicing rights		69,940		―		―		69,940

				Fair Value Measurements Using
	December 31, 2013			Level 1		Level 2		Level 3
		($ in Thousands)
Assets:
Loans held for sale	$	64,738	$	―	$	64,738	$	―
Impaired loans (1)		88,049		―		―		88,049
Mortgage servicing rights		74,444		―		―		74,444

(1)       Represents individually evaluated impairedloans, net of the related allowance for loan losses.

Certain nonfinancial assets measured at fair value on a nonrecurring basis include other real estate owned (upon initial recognition or subsequent impairment), nonfinancial assets and nonfinancial liabilities measured at fair value in the second step of a goodwill impairment test, and intangible assets and other nonfinancial long-lived assets measured at fair value for impairment assessment.

During the first nine months of 2014 and the full year 2013, certain other real estate owned, upon initial recognition, was re-measured and reported at fair value through a charge off to the allowance for loan losses based upon the estimated fair value of the other real estate owned, less estimated selling costs. The fair value of other real estate owned, upon initial recognition or subsequent impairment, was estimated using appraised values, which the Corporation classifies as a Level 2 nonrecurring fair value measurement. Other real estate owned measured at fair value upon initial recognition totaled approximately $19 million for the first nine months of2014 and $29 million for the year ended December 31, 2013. In addition to other real estate owned measured at fair value upon initial recognition, the Corporation also recorded write-downs to the balance of other real estate owned for subsequent impairment of $2 millionand $4million to asset losses, net for thenine months endedSeptember 30, 2014 and the year endedDecember 31, 2013, respectively.

Fair Value of Financial Instruments:

The Corporation is required to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Corporation's financial instruments.

The estimated fair values of the Corporation's financial instruments at September 30, 2014 and December 31, 2013, were as follows.

		September 30, 2014
		Carrying				Fair Value Measurements Using
		Amount		Fair Value		Level 1		Level 2		Level 3
		($ in Thousands)
Financial assets:
Cash and due from banks	$	381,287	$	381,287	$	381,287	$	―	$	―
Interest-bearing deposits in other financial institutions		74,945		74,945		74,945		―		―
Federal funds sold and securities purchased under
agreements to resell		18,320		18,320		18,320		―		―
Investment securities held to maturity		301,941		307,882		―		307,882		―
Investment securities available for sale		5,345,422		5,345,422		3,662		5,341,560		200
FHLB and Federal Reserve Bank stocks		188,875		188,875		―		188,875		―
Loans held for sale		141,672		142,097		―		142,097		―
Loans, net		16,892,828		17,038,692		―		―		17,038,692
Bank owned life insurance		571,422		571,422		―		571,422		―
Accrued interest receivable		69,609		69,609		69,609		―		―
Interest rate-related instruments		31,862		31,862		―		31,862		―
Foreign currency exchange forwards		2,143		2,143		―		2,143		―
Interest rate lock commitments to originate residential
mortgage loans held for sale		1,440		1,440		―		―		1,440
Purchased options (time deposit)		6,943		6,943		―		6,943		―
Financial liabilities:
Noninterest-bearing demand, savings, interest-bearing
demand, and money market deposits	$	16,687,892	$	16,687,892	$	―	$	―	$	16,687,892
Brokered CDs and other time deposits		1,513,366		1,513,366		―		1,513,366		―
Short-term funding		1,430,180		1,430,180		―		1,430,180		―
Long-term funding		2,931,547		2,922,749		―		2,922,749		―
Accrued interest payable		1,543		1,543		1,543		―		―
Interest rate-related instruments		34,071		34,071		―		34,071		―
Foreign currency exchange forwards		1,932		1,932		―		1,932		―
Standby letters of credit (1)		3,526		3,526		―		3,526		―
Forward commitments to sell residential mortgage loans		623		623		―		―		623
Written options (time deposit)		6,943		6,943		―		6,943		―

		December 31, 2013
		Carrying				Fair Value Measurements Using
		Amount		Fair Value		Level 1		Level 2		Level 3
		($ in Thousands)
Financial assets:
Cash and due from banks	$	455,482	$	455,482	$	455,482	$	―	$	―
Interest-bearing deposits in other financial institutions		126,018		126,018		126,018		―		―
Federal funds sold and securities purchased under
agreements to resell		20,745		20,745		20,745		―		―
Investment securities held to maturity		175,210		169,889		―		169,889		―
Investment securities available for sale		5,250,585		5,250,585		4,240		5,246,046		299
FHLB and Federal Reserve Bank stocks		181,249		181,249		―		181,249		―
Loans held for sale		64,738		64,738		―		64,738		―
Loans, net		15,627,946		15,599,094		―		―		15,599,094
Bank owned life insurance		568,413		568,413		―		568,413		―
Accrued interest receivable		66,308		66,308		66,308		―		―
Interest rate-related instruments		42,980		42,980		―		42,980		―
Foreign currency exchange forwards		748		748		―		748		―
Interest rate lock commitments to originate residential
mortgage loans held for sale		416		416		―		―		416
Forward commitments to sell residential mortgage loans		1,301		1,301		―		―		1,301
Purchased options (time deposit)		7,328		7,328		―		7,328		―
Financial liabilities:
Noninterest-bearing demand, savings, interest-bearing
demand, and money market deposits	$	15,581,971	$	15,581,971	$	―	$	―	$	15,581,971
Brokered CDs and other time deposits		1,685,196		1,687,198		―		1,687,198		―
Short-term funding		740,926		740,926		―		740,926		―
Long-term funding		3,087,267		3,085,893		―		3,085,893		―
Accrued interest payable		7,994		7,994		7,994		―		―
Interest rate-related instruments		45,815		45,815		―		45,815		―
Foreign currency exchange forwards		655		655		―		655		―
Standby letters of credit (1)		3,754		3,754		―		3,754		―
Written options (time deposit)		7,328		7,328		―		7,328		―

(1)The commitment on standby letters of credit was $352 million and $371 million at September 30, 2014 and December 31, 2013, respectively. See Note 12 for additional information on the standby letters of credit and for information on the fair value of lending-related commitments.

Cash and due from banks, interest-bearing deposits in other financial institutions, federal funds sold and securities purchased under agreements to resell, and accrued interest receivable - For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Investment securities (held to maturity and available for sale) - The fair value of investment securities is based on quoted prices in active markets, or if quoted prices are not available for a specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.

FHLB and Federal Reserve Bank stocks – The carrying amount is a reasonable fair value estimate for the Federal Reserve Bank and Federal Home Loan Bank stocks given their “restricted” nature (i.e., the stock can only be sold back to the respective institutions (Federal Home Loan Bank or Federal Reserve Bank) or another member institution at par).

Loans held for sale –The fair value estimation process for the loans held for sale portfolio is segregated by loan type. The estimated fair value was based on what secondary markets are currently offering for portfolios with similar characteristics.

Loans, net - The fair value estimation process for the loan portfolio uses an exit price concept and reflects discounts the Corporation believes are consistent with liquidity discounts in the market place. Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial and industrial, real estate construction, commercial real estate (owner occupied and investor), lease financing, residential mortgage, home equity, other installment, and credit cards. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for similar maturities. The fair value analysis also included other assumptions to estimate fair value, intended to approximate those a market participant would use in an orderly transaction, with adjustments for discount rates, interest rates, liquidity, and credit spreads, as appropriate.

Bank owned life insurance – The fair value of bank owned life insurance approximates the carrying amount, because upon liquidation of these investments, the Corporation would receive the cash surrender value which equals the carrying amount.

Deposits - The fair value of deposits with no stated maturity such as noninterest-bearing demand deposits, savings, interest-bearing demand deposits, and money market accounts, is equal to the amount payable on demand as of the balance sheet date. The fair value of Brokered CDs and other time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. However, if the estimated fair value of Brokered CDs and other time deposits is less than the carrying value, the carrying value is reported as the fair value.

Accrued interest payable and short-term funding - For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Long-term funding - Rates currently available to the Corporation for debt with similar terms and remaining maturities are used to estimate the fair value of existing long-term funding.

Interest rate-related instruments - The fair value of interest rate-related instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative. The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

Foreign currency exchange forwards – The fair value of the Corporation's foreign currency exchange forwards is determined using quoted prices of foreign currency exchange forwards with similar characteristics, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate.

Standby letters of credit - The fair value of standby letters of credit represent deferred fees arising from the related off-balance sheet financial instruments. These deferred fees approximate the fair value of these instruments and are based on several factors, including the remaining terms of the agreement and the credit standing of the customer.

Interest rate lock commitments to originate residential mortgage loans held for sale - The Corporation relies on an internal valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale, which includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment groups.

Forward commitments to sell residential mortgage loans - The Corporation relies on an internal valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Corporation would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing available.

Purchased and written options - The fair value of the Corporation's purchased and written options is determined using quoted prices of the underlying stocks.

Limitations - Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Corporation's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Corporation's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Calculations for basic and diluted earnings per common share

		For the Three Months Ended				For the Nine Months Ended
		September 30				September 30
		2014		2013		2014		2013
		(In Thousands, except per share data)
Net income	$	50,207	$	45,658	$	141,771	$	140,934
Preferred stock dividends		(1,255)		(1,285)		(3,777)		(3,885)
Net income available to common equity	$	48,952	$	44,373	$	137,994	$	137,049
Common shareholder dividends		(13,983)		(13,167)		(42,864)		(39,849)
Dividends on unvested share-based payment awards		(140)		(100)		(435)		(374)
Undistributed earnings	$	34,829	$	31,106	$	94,695	$	96,826
Undistributed earnings allocated to common shareholders		34,481		30,873		93,862		96,112
Undistributed earnings allocated to unvested share-based payment awards		348		233		833		714
Undistributed earnings	$	34,829	$	31,106	$	94,695	$	96,826
Basic
Distributed earnings to common shareholders	$	13,983	$	13,167	$	42,864	$	39,849
Undistributed earnings allocated to common shareholders		34,481		30,873		93,862		96,112
Total common shareholders earnings, basic	$	48,464	$	44,040	$	136,726	$	135,961
Diluted
Distributed earnings to common shareholders	$	13,983	$	13,167	$	42,864	$	39,849
Undistributed earnings allocated to common shareholders		34,481		30,873		93,862		96,112
Total common shareholders earnings, diluted	$	48,464	$	44,040	$	136,726	$	135,961
Weighted average common shares outstanding		155,925		164,954		159,090		166,586
Effect of dilutive common stock awards		1,066		489		903		174
Diluted weighted average common shares outstanding		156,991		165,443		159,993		166,760
Basic earnings per common share	$	0.31	$	0.27	$	0.86	$	0.82
Diluted earnings per common share	$	0.31	$	0.27	$	0.85	$	0.82

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Investment Securities HTM Gross Unrealized Losses (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
HeldToMaturitySecuritiesContinuousUnrealizedLossPositionAbstract
Unrealized losses on held to maturity securities, less than 12 months	$ (55)	$ (5,339)
Unrealized losses on held to maturity securities, 12 months or more	(879)	(383)
Total unrealized losses on held to maturity securities	(934)	(5,722)
Fair value of unrealized losses on held to maturity securities, less than 12 months	14,443	124,435
Fair value of unrealized losses on held to maturity securities, 12 months or more	55,522	5,010
Total fair value of unrealized losses on held to maturity securities	69,965	129,445
Obligations of state and political subdivisions (municipal securities) [Member]
HeldToMaturitySecuritiesContinuousUnrealizedLossPositionAbstract
Unrealized losses on held to maturity securities, less than 12 months	(55)	(5,339)
Unrealized losses on held to maturity securities, 12 months or more	(879)	(383)
Total unrealized losses on held to maturity securities	(934)	(5,722)
Fair value of unrealized losses on held to maturity securities, less than 12 months	14,443	124,435
Fair value of unrealized losses on held to maturity securities, 12 months or more	55,522	5,010
Total fair value of unrealized losses on held to maturity securities	$ 69,965	$ 129,445
Obligations of state and political subdivisions (municipal securities) [Member] | Held To Maturity Securities In Unrealized Loss Positions Qualitative Disclosure Number Of Positions Less Than One Year [Member]
HeldToMaturitySecuritiesContinuousUnrealizedLossPositionAbstract
Number of held to maturity securities in a continuous unrealized loss position less than twelve months	39	298
Obligations of state and political subdivisions (municipal securities) [Member] | Held To Maturity Securities In Unrealized Loss Positions Qualitative Disclosure Number Of Positions Greater Than Or Equal To One Year [Member]
HeldToMaturitySecuritiesContinuousUnrealizedLossPositionAbstract
Number of held to maturity securities in a continuous unrealized loss position less than twelve months	119	10

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Stock Based Compensation Nonvested Stock Option Activity (Details) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Summary of nonvested stock activity
Instrinsic value of stock options exercised	$ 3	$ 2
Granted, Shares	1,389,452	1,020,979
Nonvested Stock Options [Member]
Summary of nonvested stock activity
Stock Options Shares Outstanding, Beginning balance	3,110,523	4,036,595
Granted, Shares	1,389,452	1,020,979
Vested, Shares	(1,492,733)	(1,680,981)
Forfeited, Shares	(153,185)	(266,070)
Stock Options Shares Outstanding, Ending balance	2,854,057	3,110,523
Nonvested Weighted Average Grant Date Fair Value, Beginning balance	$ 4.69	$ 5.11
Granted Weighted Average Grant Date Fair Value	$ 3.00	$ 3.80
Vested Weighted Average Grant Date Fair Value	$ 4.95	$ 5.10
Forfeited Weighted Average Grant Date Fair Value	$ 4.41	$ 5.05
Nonvested Weighted Average Grant Date Fair Value, Ending balance	$ 3.75	$ 4.69

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Consolidated Statement of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Other Comprehensive Income [Abstract]
Net income	$ 50,207	$ 45,658	$ 141,771	$ 140,934
Investment securities available for sale:
Net unrealized gains (losses)	(20,123)	(20,558)	36,061	(142,318)
Reclassification adjustment for net (gains) losses realized in net income	(57)	(248)	(469)	(582)
Income tax (expense) benefit	7,757	8,031	(13,684)	55,169
Other comprehensive income (loss) on investment securities available for sale	(12,423)	(12,775)	21,908	(87,731)
Defined benefit pension and postretirement obligations:
Amortization of prior service cost	15	17	45	52
Amortization of actuarial losses	317	1,073	949	3,218
Income tax (expense) benefit	(128)	(420)	(383)	(1,262)
Other comprehensive income on pension and postretirement obligations	204	670	611	2,008
Total other comprehensive income (loss)	(12,219)	(12,105)	22,519	(85,723)
Comprehensive income (loss)	$ 37,988	$ 33,553	$ 164,290	$ 55,211

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New Accounting Pronouncements Adopted

9 Months Ended

Sep. 30, 2014

New Accounting Pronouncements Adopted [Abstract]

New Accounting Pronouncements Adopted

NOTE 2: New Accounting Pronouncements Adopted

In July 2013, the FASB issued an amendment to clarify the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied prospectively. The Corporation adopted the accounting standard during the first quarter of 2014, as required, with no material impact on its results of operations, financial position, or liquidity.

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Loans, Allowance for Loan Losses, and Credit Quality Impaired Loans Recorded Investment, Unpaid Principal Balance, Related Allowance, Average Recorded Investment, and Interest Income Recognized (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	$ 288,741	$ 309,413
Unpaid Principal Balance	325,890	361,694
Related Allowance	53,751	51,875
YTD Average Recorded Investment	300,635	328,022
YTD Interest Income Recognized	7,285	10,137
Fair Value Mark	72.00%	71.00%
Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	239,621	250,263
Unpaid Principal Balance	259,887	283,066
Related Allowance	53,751	51,875
YTD Average Recorded Investment	245,572	264,784
YTD Interest Income Recognized	6,951	9,186
Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	49,120	59,150
Unpaid Principal Balance	66,003	78,628
Related Allowance	0	0
YTD Average Recorded Investment	55,063	63,238
YTD Interest Income Recognized	334	951
Commercial And Industrial Financing Receivable [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	88,098	70,236
Unpaid Principal Balance	98,082	84,999
Related Allowance	17,596	11,917
YTD Average Recorded Investment	91,251	75,291
YTD Interest Income Recognized	2,594	2,047
Commercial And Industrial Financing Receivable [Member] | Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	74,410	57,857
Unpaid Principal Balance	76,852	65,443
Related Allowance	17,596	11,917
YTD Average Recorded Investment	74,470	61,000
YTD Interest Income Recognized	2,548	1,741
Commercial And Industrial Financing Receivable [Member] | Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	13,688	12,379
Unpaid Principal Balance	21,230	19,556
Related Allowance	0	0
YTD Average Recorded Investment	16,781	14,291
YTD Interest Income Recognized	46	306
Commercial Real Estate Owner Occupied Portfolio [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	35,914	42,673
Unpaid Principal Balance	40,845	47,903
Related Allowance	4,076	2,955
YTD Average Recorded Investment	38,187	45,151
YTD Interest Income Recognized	621	1,310
Commercial Real Estate Owner Occupied Portfolio [Member] | Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	23,250	22,651
Unpaid Principal Balance	25,849	25,072
Related Allowance	4,076	2,955
YTD Average Recorded Investment	24,412	24,549
YTD Interest Income Recognized	585	995
Commercial Real Estate Owner Occupied Portfolio [Member] | Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	12,664	20,022
Unpaid Principal Balance	14,996	22,831
Related Allowance	0	0
YTD Average Recorded Investment	13,775	20,602
YTD Interest Income Recognized	36	315
Finance Leases Financing Receivable [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	1,947	69
Unpaid Principal Balance	1,946	69
Related Allowance	739	29
YTD Average Recorded Investment	2,074	76
YTD Interest Income Recognized	0	0
Finance Leases Financing Receivable [Member] | Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	1,946	69
Unpaid Principal Balance	1,946	69
Related Allowance	739	29
YTD Average Recorded Investment	2,074	76
YTD Interest Income Recognized	0	0
Finance Leases Financing Receivable [Member] | Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	1	0
Unpaid Principal Balance	0	0
Related Allowance	0	0
YTD Average Recorded Investment	0	0
YTD Interest Income Recognized	0	0
Commercial And Business Lending [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	125,959	112,978
Unpaid Principal Balance	140,873	132,971
Related Allowance	22,411	14,901
YTD Average Recorded Investment	131,512	120,518
YTD Interest Income Recognized	3,215	3,357
Commercial And Business Lending [Member] | Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	99,606	80,577
Unpaid Principal Balance	104,647	90,584
Related Allowance	22,411	14,901
YTD Average Recorded Investment	100,956	85,625
YTD Interest Income Recognized	3,133	2,736
Commercial And Business Lending [Member] | Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	26,353	32,401
Unpaid Principal Balance	36,226	42,387
Related Allowance	0	0
YTD Average Recorded Investment	30,556	34,893
YTD Interest Income Recognized	82	621
Commercial Real Estate Investor Portfolio Segment [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	49,546	82,542
Unpaid Principal Balance	60,005	93,677
Related Allowance	4,258	7,895
YTD Average Recorded Investment	52,844	88,130
YTD Interest Income Recognized	1,121	2,865
Commercial Real Estate Investor Portfolio Segment [Member] | Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	38,566	64,647
Unpaid Principal Balance	42,836	68,228
Related Allowance	4,258	7,895
YTD Average Recorded Investment	40,288	68,776
YTD Interest Income Recognized	988	2,735
Commercial Real Estate Investor Portfolio Segment [Member] | Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	10,980	17,895
Unpaid Principal Balance	17,169	25,449
Related Allowance	0	0
YTD Average Recorded Investment	12,556	19,354
YTD Interest Income Recognized	133	130
Commercial Real Estate Construction Financing Receivable [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	8,992	10,260
Unpaid Principal Balance	12,480	14,388
Related Allowance	2,161	2,416
YTD Average Recorded Investment	10,015	11,372
YTD Interest Income Recognized	158	249
Commercial Real Estate Construction Financing Receivable [Member] | Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	5,778	8,815
Unpaid Principal Balance	8,576	12,535
Related Allowance	2,161	2,416
YTD Average Recorded Investment	6,702	9,796
YTD Interest Income Recognized	158	236
Commercial Real Estate Construction Financing Receivable [Member] | Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	3,214	1,445
Unpaid Principal Balance	3,904	1,853
Related Allowance	0	0
YTD Average Recorded Investment	3,313	1,576
YTD Interest Income Recognized	0	13
Commercial Real Estate Lending [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	58,538	92,802
Unpaid Principal Balance	72,485	108,065
Related Allowance	6,419	10,311
YTD Average Recorded Investment	62,859	99,502
YTD Interest Income Recognized	1,279	3,114
Commercial Real Estate Lending [Member] | Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	44,344	73,462
Unpaid Principal Balance	51,412	80,763
Related Allowance	6,419	10,311
YTD Average Recorded Investment	46,990	78,572
YTD Interest Income Recognized	1,146	2,971
Commercial Real Estate Lending [Member] | Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	14,194	19,340
Unpaid Principal Balance	21,073	27,302
Related Allowance	0	0
YTD Average Recorded Investment	15,869	20,930
YTD Interest Income Recognized	133	143
Commercial Financing Receivable [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	184,497	205,780
Unpaid Principal Balance	213,358	241,036
Related Allowance	28,830	25,212
YTD Average Recorded Investment	194,371	220,020
YTD Interest Income Recognized	4,494	6,471
Commercial Financing Receivable [Member] | Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	143,950	154,039
Unpaid Principal Balance	156,059	171,347
Related Allowance	28,830	25,212
YTD Average Recorded Investment	147,946	164,197
YTD Interest Income Recognized	4,279	5,707
Commercial Financing Receivable [Member] | Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	40,547	51,741
Unpaid Principal Balance	57,299	69,689
Related Allowance	0	0
YTD Average Recorded Investment	46,425	55,823
YTD Interest Income Recognized	215	764
Home Equity [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	31,843	34,800
Unpaid Principal Balance	35,251	40,436
Related Allowance	12,491	13,989
YTD Average Recorded Investment	32,706	36,717
YTD Interest Income Recognized	1,120	1,520
Home Equity [Member] | Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	30,996	34,707
Unpaid Principal Balance	34,392	40,344
Related Allowance	12,491	13,989
YTD Average Recorded Investment	31,842	36,623
YTD Interest Income Recognized	1,105	1,518
Home Equity [Member] | Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	847	93
Unpaid Principal Balance	859	92
Related Allowance	0	0
YTD Average Recorded Investment	864	94
YTD Interest Income Recognized	15	2
Installment and Credit Cards [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	1,759	1,360
Unpaid Principal Balance	1,979	1,676
Related Allowance	339	487
YTD Average Recorded Investment	1,864	1,753
YTD Interest Income Recognized	41	100
Installment and Credit Cards [Member] | Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	1,759	1,360
Unpaid Principal Balance	1,979	1,676
Related Allowance	339	487
YTD Average Recorded Investment	1,864	1,753
YTD Interest Income Recognized	41	100
Installment and Credit Cards [Member] | Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	0	0
Unpaid Principal Balance	0	0
Related Allowance	0	0
YTD Average Recorded Investment	0	0
YTD Interest Income Recognized	0	0
Residential, Prime, Financing Receivable [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	70,642	67,473
Unpaid Principal Balance	75,302	78,546
Related Allowance	12,091	12,187
YTD Average Recorded Investment	71,694	69,532
YTD Interest Income Recognized	1,630	2,046
Residential, Prime, Financing Receivable [Member] | Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	62,916	60,157
Unpaid Principal Balance	67,457	69,699
Related Allowance	12,091	12,187
YTD Average Recorded Investment	63,920	62,211
YTD Interest Income Recognized	1,526	1,861
Residential, Prime, Financing Receivable [Member] | Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	7,726	7,316
Unpaid Principal Balance	7,845	8,847
Related Allowance	0	0
YTD Average Recorded Investment	7,774	7,321
YTD Interest Income Recognized	104	185
Consumer Loan [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	104,244	103,633
Unpaid Principal Balance	112,532	120,658
Related Allowance	24,921	26,663
YTD Average Recorded Investment	106,264	108,002
YTD Interest Income Recognized	2,791	3,666
Consumer Loan [Member] | Loans With Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	95,671	96,224
Unpaid Principal Balance	103,828	111,719
Related Allowance	24,921	26,663
YTD Average Recorded Investment	97,626	100,587
YTD Interest Income Recognized	2,672	3,479
Consumer Loan [Member] | Loans With No Related Allowance [Member]
Summarize of nonaccrual loans, accruing loans past due 90 days or more, and restructured loans
Recorded Investment	8,573	7,409
Unpaid Principal Balance	8,704	8,939
Related Allowance	0	0
YTD Average Recorded Investment	8,638	7,415
YTD Interest Income Recognized	$ 119	$ 187

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Segment Reporting Selected Segment Income Statement and Balance Sheet Data (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Segment Income Statement Data Abstract
Net interest income	$ 172,630	$ 160,509	$ 506,306	$ 478,344
Noninterest income	74,908	70,916	220,676	237,226
Total revenue	247,538	231,425	726,982	715,570
Provision for credit losses	1,000	(800)	11,000	7,800
Noninterest expense	171,853	165,171	507,436	501,482
Income before income taxes	74,685	67,054	208,546	206,288
Income tax expense	24,478	21,396	66,775	65,354
Net income	50,207	45,658	141,771	140,934
Return on average allocated capital	10.40%	9.30%	9.80%	9.80%
Segment Balance Sheet Data
Average earning assets	23,096,717	21,039,467	22,513,323	20,891,857
Average loans	17,140,961	15,724,365	16,654,233	15,634,453
Average deposits	17,873,378	17,609,819	17,348,729	17,288,792
Average allocated capital	1,871,246	1,890,397	1,887,412	1,876,010
Corporate and Commercial Specialty [Member]
Segment Income Statement Data Abstract
Net interest income	71,716	75,677	209,212	222,705
Noninterest income	11,888	11,142	33,711	32,175
Total revenue	83,604	86,819	242,923	254,880
Provision for credit losses	11,074	13,097	34,983	38,161
Noninterest expense	35,044	32,094	103,383	93,806
Income before income taxes	37,486	41,628	104,557	122,913
Income tax expense	12,608	14,569	35,568	43,019
Net income	24,878	27,059	68,989	79,894
Return on average allocated capital	13.30%	14.80%	12.50%	14.70%
Segment Balance Sheet Data
Average earning assets	8,761,870	8,080,676	8,606,965	7,942,744
Average loans	8,750,207	8,074,076	8,595,980	7,933,954
Average deposits	5,092,314	5,124,746	4,841,852	4,964,426
Average allocated capital	744,605	726,588	736,285	724,974
Community, Consumer, and Business [Member]
Segment Income Statement Data Abstract
Net interest income	81,916	85,477	236,687	253,716
Noninterest income	54,601	55,366	170,547	191,236
Total revenue	136,517	140,843	407,234	444,952
Provision for credit losses	6,773	6,041	18,572	18,029
Noninterest expense	122,722	122,450	353,258	364,609
Income before income taxes	7,022	12,352	35,404	62,314
Income tax expense	2,458	4,324	12,391	21,810
Net income	4,564	8,028	23,013	40,504
Return on average allocated capital	3.10%	5.60%	5.40%	9.40%
Segment Balance Sheet Data
Average earning assets	8,310,839	7,647,106	7,973,138	7,696,572
Average loans	8,310,839	7,647,106	7,973,138	7,696,572
Average deposits	10,337,637	10,066,487	10,159,818	10,050,400
Average allocated capital	583,148	567,073	565,588	575,382
Risk Management and Shared Services [Member]
Segment Income Statement Data Abstract
Net interest income	18,998	(645)	60,407	1,923
Noninterest income	8,419	4,408	16,418	13,815
Total revenue	27,417	3,763	76,825	15,738
Provision for credit losses	(16,847)	(19,938)	(42,555)	(48,390)
Noninterest expense	14,087	10,627	50,795	43,067
Income before income taxes	30,177	13,074	68,585	21,061
Income tax expense	9,412	2,503	18,816	525
Net income	20,765	10,571	49,769	20,536
Return on average allocated capital	14.20%	6.20%	10.50%	3.90%
Segment Balance Sheet Data
Average earning assets	6,024,008	5,311,685	5,933,220	5,252,541
Average loans	79,915	3,183	85,115	3,927
Average deposits	2,443,427	2,418,586	2,347,059	2,273,966
Average allocated capital	$ 543,493	$ 596,736	$ 585,539	$ 575,654

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Derivative And Hedging Activities Derivative Instruments Not Designated as Hedging Instruments (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2014		Dec. 31, 2013
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Fair Value	$ 31,862		$ 42,980
Other Assets [Member] | Interest Rate Lock Commitments [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Notional Amount	145,037		102,225
Fair Value	1,440		416
Other Assets [Member] | Forward Commitments [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Notional Amount			135,000
Fair Value			1,301
Other Assets [Member] | Purchased deposit option [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Notional Amount	111,163		115,953
Fair Value	6,943		7,328
Other Liabilities [Member] | Forward Commitments [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Notional Amount	247,000
Fair Value	(623)
Other Liabilities [Member] | Written deposit option [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Notional Amount	111,163		115,953
Fair Value	(6,943)		(7,328)
Trading Assets [Member] | Interest Rate Related Instruments Customer and Mirror [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Notional Amount	1,665,024		1,821,787
Fair Value	31,862		42,980
Receive Rate	1.62%	[1]	1.63%	[1]
Pay Rate	1.62%	[1]	1.63%	[1]
Maturity	3 years 5 months		3 years 9 months
Trading Assets [Member] | Foreign Currency Exchange Forward [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Notional Amount	69,737		25,747
Fair Value	2,143		748
Trading Liabilities [Member] | Interest Rate Related Instruments Customer and Mirror [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Notional Amount	1,665,024		1,821,787
Fair Value	(34,071)		(45,815)
Receive Rate	1.62%	[1]	1.63%	[1]
Pay Rate	1.62%	[1]	1.63%	[1]
Maturity	3 years 5 months		3 years 9 months
Trading Liabilities [Member] | Foreign Currency Exchange Forward [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Notional Amount	65,277		24,413
Fair Value	$ (1,932)		$ (655)

[1] (1)Reflects the weighted average receive rate and pay rate for the interest rate swap derivative financial instruments only.

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2014

Stock-Based Compensation [Abstract]

Fair value assumptions of stock options

		2014			2013
Dividend yield		2.00	%		2.00	%
Risk-free interest rate		2.00	%		0.99	%
Weighted average expected volatility		20.00	%		34.35	%
Weighted average expected life		6 years			6 years
Weighted average per share fair value of options	$	3.00		$	3.80

Summary of Company's Stock Option Activities

				Weighted Average		Aggregate Intrinsic
		Weighted Average		Remaining		Value
Stock Options	Shares	Exercise Price		Contractual Term		(000s)
Outstanding at December 31, 2012	8,640,558	$	18.88
Granted	1,020,979		14.02
Exercised	(642,202)		13.43
Forfeited or expired	(985,092)		21.49
Outstanding at December 31, 2013	8,034,243	$	18.37		6.03	$	20,838
Options exercisable at December 31, 2013	4,923,720	$	21.48		4.62		8,580
Outstanding at December 31, 2013	8,034,243	$	18.37
Granted	1,389,452		17.45
Exercised	(754,470)		13.74
Forfeited or expired	(589,238)		24.36
Outstanding at September 30, 2014	8,079,987	$	18.21		6.12	$	17,762
Options exercisable at September 30, 2014	5,225,930	$	19.78		4.79		11,624

Summary of Company's Nonvested Stock Option Activities

		Weighted Average
Stock Options	Shares	Grant Date Fair Value
Nonvested at December 31, 2012	4,036,595	$	5.11
Granted	1,020,979		3.80
Vested	(1,680,981)		5.10
Forfeited	(266,070)		5.05
Nonvested at December 31, 2013	3,110,523	$	4.69
Granted	1,389,452		3.00
Vested	(1,492,733)		4.95
Forfeited	(153,185)		4.41
Nonvested at September 30, 2014	2,854,057	$	3.75

Summary of Restricted Stock Awards Activity (Excluding Salary Shares)

		Weighted Average
Restricted Stock	Shares	Grant Date Fair Value
Outstanding at December 31, 2012	932,425	$	13.60
Granted	1,276,868		14.03
Vested	(626,480)		13.68
Forfeited	(71,048)		13.92
Outstanding at December 31, 2013	1,511,765	$	13.92
Granted	1,158,711		17.41
Vested	(526,784)		14.13
Forfeited	(124,222)		15.06
Outstanding at September 30, 2014	2,019,470	$	15.80

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Commitments, Off-Balance Sheet Arrangements and Contingent Liabilities Residential Mortgage Repurchase Reserve (Details) (Mortgage Repurchase Reserve [Member], USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Mortgage Repurchase Reserve [Member]
Residential mortgage repurchase reserve
Balance at beginning of period	$ 5,700	$ 3,300
Repurchase provision (recovery) expense	(1,883)	5,909
Charge offs	417	3,509
Balance at end of period	$ 3,400	$ 5,700

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Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Sep. 30, 2014

Accumulated Other Comprehensive Income (Loss), Net Of Tax [Abstract]

Summary of activity in accumulated other comprehensive income

			Investments	Defined Benefit			Accumulated
			Securities		Pension and		Other
			Available	Post Retirement			Comprehensive
	($ in Thousands)		For Sale		Obligations		Income (Loss)
Balance January 1, 2014		$	(11,396)	$	(12,848)	$	(24,244)
Other comprehensive income before reclassifications			36,061		-		36,061
Amounts reclassified from accumulated other comprehensive income (loss)			(469)		994		525
Income tax expense			(13,684)		(383)		(14,067)
Net other comprehensive income during period			21,908		611		22,519
Balance September 30, 2014		$	10,512	$	(12,237)	$	(1,725)
Balance January 1, 2013		$	86,109	$	(37,506)	$	48,603
Other comprehensive loss before reclassifications			(142,318)		-		(142,318)
Amounts reclassified from accumulated other comprehensive income (loss)			(582)		3,270		2,688
Income tax (expense) benefit			55,169		(1,262)		53,907
Net other comprehensive income (loss) during period			(87,731)		2,008		(85,723)
Balance September 30, 2013		$	(1,622)	$	(35,498)	$	(37,120)
			Investments	Defined Benefit			Accumulated
			Securities		Pension and		Other
			Available	Post Retirement			Comprehensive
			For Sale		Obligations		Income (Loss)
Balance July 1, 2014		$	22,935	$	(12,441)	$	10,494
Other comprehensive loss before reclassifications			(20,123)		-		(20,123)
Amounts reclassified from accumulated other comprehensive income (loss)			(57)		332		275
Income tax (expense) benefit			7,757		(128)		7,629
Net other comprehensive income (loss) during period			(12,423)		204		(12,219)
Balance September 30, 2014		$	10,512	$	(12,237)	$	(1,725)
Balance July 1, 2013		$	11,153	$	(36,168)	$	(25,015)
Other comprehensive loss before reclassifications			(20,558)		-		(20,558)
Amounts reclassified from accumulated other comprehensive income (loss)			(248)		1,090		842
Income tax (expense) benefit			8,031		(420)		7,611
Net other comprehensive income (loss) during period			(12,775)		670		(12,105)
Balance September 30, 2013		$	(1,622)	$	(35,498)	$	(37,120)

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Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities

9 Months Ended

Sep. 30, 2014

Commitments, off-balance Sheet Arrangements, and Contingent Liabilities [Abstract]

Commitments, off-balance Sheet Arrangements, and Contingent Liabilities

NOTE 12: Commitments, Off-Balance Sheet Arrangements, and ContingentLiabilities

The Corporation utilizes a variety of financial instruments in the normal course of business to meet the financial needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments include lending-related and other commitments (see below) and derivative instruments (see Note 10). During the second quarter of 2014, the Corporation reclassified certain letters of credit from commercial letters of credit to standby letters of credit. The letters of credit balances for December 31, 2013, have also been adjusted to reflect this change in classification. The following is a summary of lending-related commitments.

			September 30, 2014		December 31, 2013
			($ in Thousands)
Commitments to extend credit, excluding commitments to originate residential
	mortgage loans held for sale(1)(2)	$	6,703,718	$	6,367,771
Commercial letters of credit (1)			8,705		12,034
Standby letters of credit (3)			352,445		370,773

(1)       These off-balance sheet financial instruments are exercisable at the market rate prevailing at the date the underlying transaction will be completed and, thus, are deemed to have no current fair value, or the fair value is based on fees currently charged to enter into similar agreements and is not material at September 30, 2014 or December 31, 2013.

(2)       Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 10.

(3)       The Corporation has established a liability of $4 million at both September 30, 2014 and December 31, 2013,as an estimate of the fair value of these financial instruments.

Lending-related Commitments

As a financial services provider, the Corporation routinely enters into commitments to extend credit. Such commitments are subject to the same credit policies and approval process accorded to loans made by the Corporation, with each customer's creditworthiness evaluated on a case-by-case basis. The commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The Corporation's exposure to credit loss in the event of nonperformance by the other party to these financial instruments is represented by the contractual amount of those instruments. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management's credit evaluation of the customer. Since a significant portion of commitments to extend credit are subject to specific restrictive loan covenants or may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. An allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded commitments (including unfunded loan commitments and letters of credit). For September 30, 2014 and December 31, 2013,the Corporation had anallowance for unfunded commitments totaling $24 million and $22 million,respectively, included in accrued expenses and other liabilities on the consolidated balance sheets. See Note 6 for additional information on the allowance for unfunded commitments.

Lending-related commitments include commitments to extend credit, commitments to originate residential mortgage loans held for sale, commercial letters of credit, and standby letters of credit. Commitments to extend credit are legally binding agreements to lend to customers at predetermined interest rates, as long as there is no violation of any condition established in the contracts. Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans are considered derivative instruments, and the fair value of these commitments is recorded on the consolidated balance sheets. The Corporation's derivative and hedging activity is further described inNote10. Commercial and standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party, while standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party.

Other Commitments

The Corporation has principal investment commitments to provide capital-based financing to private and public companies through either direct investments in specific companies or through investment funds and partnerships. The timing of future cash requirements to fund such commitments is generally dependent on the investment cycle, whereby privately held companies are funded by private equity investors and ultimately sold, merged, or taken public through an initial offering, which can vary based on overall market conditions, as well as the nature and type of industry in which the companies operate. The Corporation also invests in low-income housing, small-business commercial real estate, new market tax credit projects, and historic tax credit projects to promote the revitalization of low-to-moderate-income neighborhoods throughout the local communities of its bank subsidiary. As a limited partner in these unconsolidated projects, the Corporation is allocated tax credits and deductions associated with the underlying projects. The aggregate carrying value of these investments atSeptember 30, 2014was $28 million, included in other assets on the consolidated balance sheets, compared to $33 million at December 31, 2013. Related to these investments, the Corporation had remaining commitments to fund of $15 million atSeptember 30, 2014and $16 million atDecember 31, 2013.

Contingent Liabilities

The Corporation is party to various pending and threatened claims and legal proceedings arising in the normal course of business activities, some of which involve claims for substantial amounts. Although there can be no assurance as to the ultimate outcomes, the Corporation believes it has meritorious defensesto the claims asserted against it in its currently outstanding matters, including the matters described below, and with respect to such legal proceedings, intends to continue to defend itself vigorously. The Corporation will consider settlement of cases when, in management's judgment, it is in the best interests of both the Corporation and its shareholders.

On at least a quarterly basis, the Corporation assesses its liabilities and contingencies in connection with all pending or threatened claims and litigation, utilizing the most recent information available. On a matter by matter basis, an accrual for loss is established for those matters which the Corporation believes it is probable that a loss may be incurred and that the amount of such loss can be reasonably estimated. Once established, each accrual is adjusted as appropriate to reflect any subsequent developments. Accordingly, management's estimate will change from time to time, and actual losses may be more or less than the current estimate. For matters where a loss is not probable, or the amount of the loss cannot be estimated, no accrual is established.

Resolution of legal claims is inherently unpredictable, and in many legal proceedings various factors exacerbate this inherent unpredictability, including where the damages sought are unsubstantiated or indeterminate, it is unclear whether a case brought as a class action will be allowed to proceed on that basis, discovery is not complete, the proceeding is not yet in its final stages, the matters present legal uncertainties, there are significant facts in dispute, there are a large number of parties(including where it is uncertain how liability, if any, will be shared among multiple defendants), or there is a wide range of potential results.

A lawsuit, R.J. ZAYED v. Associated Bank, N.A., was filed in the United States District Court for the District of Minnesota on January 29, 2013. The lawsuit relates to a Ponzi scheme perpetrated by Oxford Global Partners and related entities (“Oxford”) and individuals and was brought by the receiver for Oxford. Oxford was a depository customer of Associated Bank, N.A. (the "Bank"). The lawsuit claims that the Bank is liable for failing to uncover the Oxford Ponzi scheme, and specifically alleges the Bank aided and abetted (1) the fraudulent scheme; (2) a breach of fiduciary duty; (3) conversion; and (4) false representations and omissions. The lawsuit seeks unspecified consequential and punitive damages. The District Court granted the Bank's motion to dismiss the complaint on September 30, 2013, and the plaintiff has appealed such dismissal to the U.S. Court of Appeals for the Eighth Circuit. It is not possible for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss at this time. A lawsuit by investors in the same Ponzi scheme, Herman Grad, et al v. Associated Bank, N.A., brought in Brown County, Wisconsin in October 2009 was dismissed by the circuit court, and the dismissal was affirmed by the Wisconsin Court of Appeals in June 2011 in an unpublished opinion.

A purported class action lawsuit, Wanda Boone v. Associated Banc-Corp, was filed on April 10, 2014 in the United States District Court for the Eastern District of Wisconsin. The lawsuit claimed that loan coordinators employed by the Bank were not compensated for all hours worked, including the payment of overtime, in violation of the Fair Labor Standards Act of 1938 and Wisconsin wage laws. On July 30, 2014, the case was dismissed with prejudice. As part of the resolution of this matter, the Corporation made an immaterial payment to the plaintiff.

The Office of the Comptroller of the Currency (OCC) and the Department of Housing and Urban Development (HUD) are examining the Bank's compliance with fair housing laws, particularly from the period 2008-2011.  The Corporation believes it has been in compliance in all material respects with all applicable laws and regulations related to fair housing. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to such examinations by the OCC and HUD.

During the last year, the Corporation has reviewed a variety of legacy products provided by third parties, including debt protection and identity protection products. In connection with this review, the Corporation has made, and plans to make, remediation payments to affected customers and former customers. See Part I, Item 2, “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections “Noninterest Income,” “Comparable Third Quarter Results,” and “Sequential Quarter Results,” for additional information.These types of products have recently received increased regulatory scrutiny, and it is possible that regulatory authorities could bring enforcement actions, including civil money penalties, or take other actions against the Corporation in regard to these legacy products. It is not possibleat this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential lossrelated to this matter.

The Corporation sells residential mortgage loans to investors in the normal course of business. Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages originated under our usual underwriting procedures, and are most often sold on a nonrecourse basis, primarily to the government-sponsored enterprises ("GSEs"). The Corporation's agreements to sell residential mortgage loans in the normal course of business usually require certain representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability. Subsequent to being sold, if a material underwriting deficiency or documentation defect is discovered, the Corporation may be obligated to repurchase the loan or reimburse the GSEs for losses incurred (collectively, "make whole requests"). The make whole requests and any related risk of loss under the representations and warranties are largely driven by borrower performance.

As a result of make whole requests, the Corporation has repurchased loans with principal balances of $4 million and $3 millionduring thenine months endedSeptember 30, 2014 and the year ended December 31, 2013, respectively,and paid loss reimbursement claims of $500,000 and $3 million during the nine months endedSeptember 30, 2014 and the year ended December 31, 2013, respectively. The Corporation had a mortgage repurchase reserve for potential claims on loans previously sold of $3 million at September 30, 2014, compared to $6 million at December 31, 2013.Make whole requests during 2013 and the first nine months of2014generally arose from loans sold during the period January 1, 2006 to September 30, 2014, which totaled $18.4 billion at the time of sale, and consisted primarily of loans sold to GSEs. As of September 30, 2014, approximately $7.6 billion of these sold loans remain outstanding.

The balance in the mortgage repurchase reserve at the balance sheet date reflects the estimated amount of potential loss the Corporation could incur from repurchasing a loan, as well as loss reimbursements, indemnifications, and other settlement resolutions. The following summarizes the changes in the mortgage repurchase reserve.

		For the Nine
		Months Ended		For the Year Ended
		September 30, 2014		December 31, 2013
		($ in Thousands)
Balance at beginning of period	$	5,700	$	3,300
Repurchase provision (recovery) expense		(1,883)		5,909
Charge offs		(417)		(3,509)
Balance at end of period	$	3,400	$	5,700

The Corporation may also sell residential mortgage loans with limited recourse (limited in that the recourse period ends prior to the loan's maturity, usually after certain time and/or loan paydown criteria have been met), whereby repurchase could be required if the loan had defined delinquency issues during the limited recourse periods. At September 30, 2014, and December 31, 2013, there were approximately $44 million and $56 million, respectively, of residential mortgage loans sold with such recourse risk. There have been limited instances and immaterial historical losses on repurchases for recourse under the limited recourse criteria.

The Corporation has a subordinate position to the FHLB in the credit risk on residential mortgage loans it sold to the FHLB in exchange for a monthly credit enhancement fee. The Corporation has not sold loans to the FHLB with such credit risk retention since February 2005. At September 30, 2014 and December 31, 2013, there were $190 million and $233 million, respectively, of such residential mortgage loans with credit risk recourse, upon which there have been negligible historical losses to the Corporation.