8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2010

PRIVATEBANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-34066	36-3681151
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)
120 S. LaSalle St. Suite 400 Chicago, Illinois		60603
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 564-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 26, 2010, PrivateBancorp, Inc. (the “Company”) announced its earnings results for the third quarter ended September 30, 2010. Attached as Exhibit 99.1 is a copy of the press release relating to the Company’s earnings results, which is incorporated herein by reference. Certain supplemental information relating to non-GAAP financial measures reported in the attached press release is explained on page 19 of Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit	Description
99.1	Third Quarter 2010 Earnings Release dated October 26, 2010 (intended to be deemed furnished with the Commission rather than filed pursuant to General Instruction B.2. to Form 8-K)

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.

	PRIVATEBANCORP, INC.
Dated: October 26, 2010	By:	/s/ Kevin M. Killips
		Kevin M. Killips Chief Financial Officer

INDEX TO EXHIBITS

Exhibit	Description
99.1	Third Quarter 2010 Earnings Release dated October 26, 2010

EX-99.1

Exhibit 99.1

For further information:

Media Contact:

Amy Yuhn

312-564-1378

ayuhn@theprivatebank.com

Investor Relations Contact:

Beth Coronelli

312-564-6052

bcoronelli@theprivatebank.com

For Immediate Release

PrivateBancorp Reports Third Quarter Results

Solid operating performance; Net income of $0.06 per share

CHICAGO, October 26, 2010 – PrivateBancorp, Inc. (NASDAQ: PVTB) today reported net income of $4.5 million, or $0.06 per diluted share, for the third quarter 2010, compared to a net loss of $31.2 million, or $0.68 per diluted share, for the third quarter 2009. For the nine months ended September 30, 2010, the Company had a net loss of $20.6 million, or $0.29 per diluted share, compared to a net loss of $23.9 million, or $0.62 per diluted share, for the nine months ended September 30, 2009.

“In the third quarter, we recorded net new loan growth, delivered solid operating performance and returned to profitability through consistent execution of our commercial banking strategy,” said Larry D. Richman, President and Chief Executive Officer, PrivateBancorp. “Our focus on credit portfolio management activity resulted in lower provision expense and total non-performing assets were in-line with our expectations. However, with the uncertain economy and challenges in commercial real estate, resolution of problem assets will take time. As we work through the cycle, we continue to drive our strategy to be a leading middle market commercial bank.”

Third Quarter Results

• Non-performing assets were $462.1 million in the third quarter, non-performing loans remained flat and other real estate owned (OREO) increased $22.3 million from second quarter 2010. The allowance for loan losses was $223.4 million, or 2.48 percent of total loans.

• Net revenue was relatively flat from the second quarter at $123.2 million, while lower expenses contributed to a 14 percent increase in operating profit. Net interest margin was 3.31 percent, or 3.28 percent exclusive of covered asset accretion.

• Total loans were $9.0 billion at quarter-end, with $140.7 million of net loan growth in the third quarter. Total deposits were $10.5 billion at quarter end, down slightly from the end of second quarter 2010.

• Total risk-based capital ratio was 14.40 percent, Tier 1 capital ratio was 12.25 percent, leverage ratio was 10.71 percent, Tier 1 common capital ratio was 7.79 percent and tangible common equity ratio was 7.17 percent.

Credit Quality

Non-performing assets were up over the second quarter, due mostly to increased OREO as loans moved through the cycle. Based on pending asset sales, management anticipates non-performing assets will moderate in the fourth quarter.

The third quarter 2010 provision for loan losses was $40.0 million, excluding covered asset provision, down from $90.0 million in the third quarter 2009 and $45.4 million in the second quarter 2010. Lower provision expense reflects stabilization of underlying collateral values and non-performing loan inflows in-line with second quarter levels. The allowance for loan losses as a percentage of total loans was 2.48 percent at September 30, 2010, compared to 2.14 percent at September 30, 2009, and 2.63 percent at June 30, 2010. The decrease in the allowance reflects the continued moderation of risk in the portfolio, as well as resolution of non-performing credits within the workout process. The allowance for loan losses as a percentage of non-performing loans was 60 percent at the end of third quarter 2010, compared to 54 percent at September 30, 2009, and 63 percent at June 30, 2010.

Net charge-offs were $49.1 million for the quarter ended September 30, 2010, up from $37.3 million for the third quarter 2009 and down from $49.8 million for the second quarter 2010. Approximately 90 percent of net charge-offs were commercial real estate, construction and related loans in the third quarter 2010.

Non-performing assets totaled $462.1 million at September 30, 2010, compared to $396.6 million at September 30, 2009, and $438.9 million at June 30, 2010. Non-performing assets to total assets were 3.67 percent at September 30, 2010, compared to 3.29 percent at September 30, 2009, and 3.48 percent at June 30, 2010. Approximately 67 percent of non-performing loans at September 30, 2010, were commercial real estate and construction loans.

Restructured loans accruing interest were $60.7 million at the end of third quarter 2010, compared to $4.0 million at the end of second quarter 2010. This increase primarily represents three large credit relationships where management identified restructuring opportunities.

Credit quality results exclude $419.9 million in covered assets as of the end of the third quarter, referring to certain assets acquired through an FDIC-assisted transaction that are subject to a loss-sharing agreement, compared to $530.1 million in the third quarter 2009 and $434.8 million in the second quarter 2010.

Operating Performance

Operating profit increased 14 percent primarily due to lower operating expense and reduced cost of funds. Revenue was relatively flat despite an $8.0 million decline in accretion from covered assets, as the Company generated increased revenue from the commercial banking business. Income from treasury management, mortgage banking and loan fees was higher. Credit and collection costs and employee expenses were down quarter-over-quarter, driving the decrease in operating costs and positively impacting the efficiency ratio.

Net income increased to $4.5 million, or $0.06 per diluted share, in the third quarter 2010, up from a net loss of $31.2 million, or $0.68 per diluted share, in the third quarter 2009, and a net loss of $818,000, or $0.01 per diluted share in the second quarter 2010.

Net revenue was $123.2 million in the third quarter 2010, compared to $101.2 million in the third quarter 2009 and $124.2 million in the second quarter 2010. Operating profit (the sum of net interest income and non-interest income less non-interest expense) was $55.1 million in the third quarter 2010, an increase from $44.3 million in the third quarter 2009 and $48.2 million in the second quarter 2010.

Net interest income was $99.0 million in the third quarter 2010, compared to $87.4 million for the third quarter 2009 and $103.3 million in the second quarter 2010. Net interest income reflects the impact of deposit repricing and a change in asset mix, as well as a reduction, as anticipated, in accretion from covered assets. Net interest income, excluding covered asset accretion, increased 3 percent, over the second quarter.

Net interest margin was 3.31 percent for the third quarter 2010, compared to 3.09 percent in the third quarter 2009 and 3.41 percent for the second quarter 2010. Excluding covered asset accretion, the net interest margin was 3.28 percent for the third quarter 2010, up from 3.13 percent in the second quarter 2010.

Non-interest income was $23.4 million in the third quarter 2010, compared to $12.9 million in the third quarter 2009 and $20.0 million in the second quarter 2010. The third quarter 2010 results included a net securities gain of $3.0 million.

The Company’s emphasis on developing client relationships is reflected in the non-interest income results. Treasury management was up 3 percent from last quarter to $4.4 million and continues to drive fee income. Capital markets revenue benefitted from continued strong foreign exchange business but was down compared to the second quarter due to the uneven nature of the rates business.

Mortgage banking income was up by approximately $1 million as clients took advantage of historically low rates in the market. New business also drove an increase in loan and letter of credit fees. Finally, wealth management fee income declined compared to the second quarter, which experienced a seasonal lift from tax preparation fees.

Expenses

Non-interest expense was $68.1 million in the third quarter 2010, compared to $56.8 million in the third quarter 2009 and $76.0 million in the second quarter 2010. Third quarter 2010 non-interest expense included a decrease in credit and collection costs and salary and benefit expense. The efficiency ratio was 55.3 percent in the third quarter 2010, compared to 56.2 percent in the third quarter 2009 and 61.2 percent in the second quarter 2010.

Balance Sheet

The Company reported $140.7 million of net loan growth in the third quarter, primarily within its commercial and industrial line of business, which saw a 6 percent, or $293.0 million, increase in commercial and industrial loans. The company continued to reduce its real estate exposure, resulting in a 4 percent, or $115.8 million, decline in commercial real estate loans in the third quarter.

Total assets were $12.6 billion at September 30, 2010, compared to $12.1 billion at September 30, 2009, and $12.6 billion at June 30, 2010.

Total loans were $9.0 billion at the end of the third quarter 2010, compared to $9.0 billion at the end of the third quarter 2009 and $8.9 billion at June 30, 2010. Commercial and industrial loans accounted for 56 percent of total loans, while commercial real estate loans were 29 percent at the end of the third quarter 2010.

Total deposits were $10.5 billion at September 30, 2010, compared to $9.5 billion at September 30, 2009, and $10.6 billion at June 30, 2010. Client deposits, representing 96 percent of total deposits, were $10.1 billion at the end of the third quarter 2010, compared to $8.9 billion at the end of third quarter 2009 and $10.3 billion at June 30, 2010. Client deposits at September 30, 2010, included $2.2 billion in non-interest bearing deposits. Brokered deposits (excluding $828.5 million in client CDARS^® deposits) were 4 percent of total deposits at the end of the third quarter 2010, compared to 7 percent a year ago and 2 percent at the end of the second quarter 2010.

The Company’s investment securities portfolio was $2.1 billion at September 30, 2010, compared to $1.7 billion at September 30, 2009, and $2.1 billion at June 30, 2010. Net unrealized gains were $78.7 million, compared to $61.5 million at the end of the third quarter 2009 and $77.0 million at the end of the second quarter 2010. The securities portfolio is primarily composed of U.S. government agency backed mortgage pools, agency collateralized mortgage obligations, and investment grade municipal bonds.

Federal funds sold and other short-term investments were $532.6 million at the end of the third quarter 2010, up from $332.2 million at the end of third quarter 2009 and down from $769.8 million in the second quarter 2010. The quarter-over-quarter decrease was due to funding loan growth and meeting client liquidity needs.

Funds borrowed, which include federal funds purchased, FHLB advances, trust preferred securities and borrowings under the Company’s credit facilities was $619.2 million at September 30, 2010, compared to $1.3 billion at September 30, 2009, and $637.8 million at June 30, 2010.

Capital

As of September 30, 2010, the total risk-based capital ratio was 14.40 percent, the Tier 1 risk-based capital ratio was 12.25 percent, and the leverage ratio was 10.71 percent. Tier 1 common capital ratio was 7.79 percent and tangible common equity ratio was 7.17 percent at the end of the third quarter 2010.

Quarterly Conference Call and Webcast Presentation

PrivateBancorp will host a conference call on Tuesday, October 26, 2010, at 10 a.m. CT. The call may be accessed by telephone at (888) 782-9127 (U.S. and Canada) or (706) 634-5643 (International) and entering passcode #12940896. A live webcast of the call can be accessed on the Company website at www.theprivatebank.com by visiting the Investor Relations tab under the About Us section. A rebroadcast will be available beginning approximately two hours after the call until midnight on November 2, 2010, by calling (800) 642-1687 (U.S. and Canada) or (706) 645-9291 (International) and entering passcode #12940896.

About PrivateBancorp, Inc.

PrivateBancorp, Inc., through its subsidiaries, delivers customized business and personal financial services to middle-market companies, as well as business owners, executives, entrepreneurs and families in all of the markets and communities we serve. As of September 30, 2010, the Company had 34 offices in 10 states and $12.6 billion in assets. The Company website is www.theprivatebank.com.

Forward-Looking Statements

Statements contained in this news release that are not historical facts may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s ability to predict results or the actual effect of future plans, strategies, or events is inherently uncertain. Factors which could cause actual results to differ from those reflected in forward looking statements include, but are not limited to: unforeseen credit quality problems or further deterioration in asset quality that could result in charge-offs greater than the Company has provided for in its allowance for loan and lease losses; the occurrence of unexpected events that adversely impact one or more large credits; continued declines in commercial real estate values in the Company’s market areas; slower than anticipated economic recovery or further deterioration in economic conditions; unanticipated withdrawals of significant client deposits; unavailability in the future of sufficient or cost-effective sources of liquidity or funding; difficulty in raising capital on

acceptable terms when necessary or required; an inability to retain or attract key personnel; potential for significant charges if our deferred tax or goodwill assets suffer impairment; unanticipated changes in interest rates or significant tightening of credit spreads; competitive pricing pressures; uncertainty regarding implications of the Dodd-Frank Act and the rules and regulations to be adopted in connection with implementation of legislation; other legislative or regulatory changes affecting financial services companies and/or the products and services offered by financial services companies; or failures or disruptions to the Company’s data processing or other information systems. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on our forward-looking statements. The Company assumes no obligation to update publicly any of these statements in light of future events unless required under the federal securities laws.

Non-GAAP Measures

This press release contains both financial measures based on accounting principles generally accepted in the United States (GAAP) and non-GAAP based financial measures. The Company believes that these non-GAAP financial measures provide information useful to investors in understanding the underlying operational performance of the Company, its business, and performance trends and facilitates comparisons with the performance of others in the banking industry. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconcilement to the comparable GAAP financial measure, can be found in this press release. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Editor’s Note: Financial highlights attached.

Consolidated Income Statements Unaudited (Amounts in thousands except per share data)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2010		2009			2010			2009
Interest Income
Loans, including fees	$	105,608	$	107,749		$	329,509		$	296,690
Federal funds sold and other short-term investments		376		323			1,584			772
Securities:
Taxable		16,996		14,799			48,863			42,991
Exempt from Federal income taxes		1,661		1,797			5,131			5,435
Total interest income		124,641		124,668			385,087			345,888
Interest Expense
Interest-bearing deposits		675		932			2,446			1,798
Savings deposits and money market accounts		8,512		8,013			26,994			20,613
Brokered and other time deposits		8,130		18,170			29,091			65,376
Short-term borrowings		1,297		1,649			4,126			6,481
Long-term debt		7,068		8,469			21,820			26,198
Total interest expense		25,682		37,233			84,477			120,466
Net interest income		98,959		87,435			300,610			225,422
Provision for loan and covered asset losses		41,435		90,016			159,375			129,342
Net interest income after provision for loan and covered asset losses		57,524		(2,581	)		141,235			96,080
Non-interest Income
Wealth management		4,306		4,084			13,566			11,378
Mortgage banking		2,790		1,826			6,708			6,687
Capital markets products		3,104		(322	)		7,495			14,741
Treasury management		4,406		3,067			12,295			6,782
Bank owned life insurance		428		444			1,283			1,286
Other income, service charges, and fees		5,297		4,093			14,161			9,741
Net securities gains (losses)		3,029		(309	)		2,873			7,530
Early extinguishment of debt		—		—			—			(985	)
Total non-interest income		23,360		12,883			58,381			57,160
Non-interest Expense
Salaries and employee benefits		34,412		23,212			111,286			92,633
Net occupancy expense		7,508		7,004			22,550			19,131
Technology and related costs		2,310		2,565			7,777			7,096
Marketing		2,039		2,500			6,504			6,275
Professional fees		2,708		5,759			9,911			10,765
Investment manager expenses		581		581			1,859			1,746
Net foreclosed property expenses		3,075		2,454			8,164			3,865
Supplies and printing		292		295			904			1,029
Postage, telephone, and delivery		779		803			2,610			2,205
Insurance		7,113		4,603			18,186			17,592
Amortization of intangibles		413		547			1,243			1,201
Loan and collection		3,405		1,388			10,594			5,091
Other expenses		3,442		5,124			15,862			10,258
Total non-interest expense		68,077		56,835			217,450			178,887
Income (loss) before income taxes		12,807		(46,533	)		(17,834	)		(25,647	)
Income tax provision (benefit)		4,786		(18,789	)		(7,656	)		(11,008	)
Net income (loss)		8,021		(27,744	)		(10,178	)		(14,639	)
Net income attributable to noncontrolling interests		71		66			217			183
Net income (loss) attributable to controlling interests		7,950		(27,810	)		(10,395	)		(14,822	)
Preferred stock dividends and discount accretion		3,405		3,385			10,198			9,054
Net income (loss) available to common stockholders	$	4,545	($	31,195	)	($	20,593	)	($	23,876	)
Per Common Share Data
Basic	$	0.06	$	(0.68	)	$	(0.29	)	$	(0.62	)
Diluted	$	0.06	$	(0.68	)	$	(0.29	)	$	(0.62	)
Dividends	$	0.01	$	0.01		$	0.03		$	0.03
Weighted average common shares outstanding		70,067		46,047			69,999			38,756
Diluted average common shares outstanding		70,097		46,047			69,999			38,756

Note 1: Certain reclassifications have been made to prior period financial statements to place them on a basis comparable with the current period financial statements.

Note 2: Due to the net loss available to common stockholders reported for the nine months ended September 30, 2010 and the three and nine months ended September 30, 2009, all potentially dilutive common stock equivalents were excluded from the diluted net loss per share computation as their inclusion would have been antidilutive.

Quarterly Consolidated Income Statements Unaudited (Amounts in thousands except per share data)

	3Q10		2Q10			1Q10			4Q09			3Q09
Interest Income
Loans, including fees	$	105,608	$	112,839		$	111,062		$	115,140		$	107,749
Federal funds sold and other short-term investments		376		664			544			340			323
Securities:
Taxable		16,996		16,417			15,450			15,672			14,799
Exempt from Federal income taxes		1,661		1,752			1,718			1,672			1,797
Total interest income		124,641		131,672			128,774			132,824			124,668
Interest Expense
Interest-bearing deposits		675		805			966			848			932
Savings deposits and money market accounts		8,512		9,368			9,114			9,022			8,013
Brokered and other time deposits		8,130		9,537			11,424			13,959			18,170
Short-term borrowings		1,297		1,383			1,446			1,613			1,649
Long-term debt		7,068		7,247			7,505			7,820			8,469
Total interest expense		25,682		28,340			30,455			33,262			37,233
Net interest income		98,959		103,332			98,319			99,562			87,435
Provision for loan and covered asset losses		41,435		45,392			72,548			70,077			90,016
Net interest income (loss) after provision for loan and covered asset losses		57,524		57,940			25,771			29,485			(2,581	)
Non-interest Income
Wealth management		4,306		4,836			4,424			4,081			4,084
Mortgage banking		2,790		1,797			2,121			2,243			1,826
Capital markets products		3,104		4,113			278			2,409			(322	)
Treasury management		4,406		4,281			3,608			3,366			3,067
Bank owned life insurance		428		420			435			442			444
Other income, service charges, and fees		5,297		4,691			4,173			1,918			4,093
Net securities gains (losses)		3,029		(185	)		29			(149	)		(309	)
Total non-interest income		23,360		19,953			15,068			14,310			12,883
Non-interest Expense
Salaries and employee benefits		34,412		37,485			39,389			31,020			23,212
Net occupancy expense		7,508		7,747			7,295			7,039			7,004
Technology and related costs		2,310		2,424			3,043			3,503			2,565
Marketing		2,039		2,363			2,102			3,568			2,500
Professional fees		2,708		3,000			4,203			5,562			5,759
Investment manager expenses		581		643			635			576			581
Net foreclosed property expenses		3,075		3,686			1,403			1,810			2,454
Supplies and printing		292		322			290			436			295
Postage, telephone, and delivery		779		866			965			855			803
Insurance		7,113		5,654			5,419			5,015			4,603
Amortization of intangibles		413		415			415			536			547
Loan and collection		3,405		4,610			2,579			4,526			1,388
Other expenses		3,442		6,787			5,633			4,082			5,124
Total non-interest expense		68,077		76,002			73,371			68,528			56,835
Income (loss) before income taxes		12,807		1,891			(32,532	)		(24,733	)		(46,533	)
Income tax provision (benefit)		4,786		(766	)		(11,676	)		(9,556	)		(18,789	)
Net income (loss)		8,021		2,657			(20,856	)		(15,177	)		(27,744	)
Net income attributable to noncontrolling interests		71		76			70			64			66
Net income (loss) attributable to controlling interests		7,950		2,581			(20,926	)		(15,241	)		(27,810	)
Preferred stock dividends and discount accretion		3,405		3,399			3,394			3,389			3,385
Net income (loss) available to common stockholders	$	4,545		(818	)	($	24,320	)	($	18,630	)	($	31,195	)
Per Common Share Data
Basic	$	0.06	$	(0.01	)	$	(0.35	)	$	(0.30	)	$	(0.68	)
Diluted	$	0.06	$	(0.01	)	$	(0.35	)	$	(0.30	)	$	(0.68	)
Dividends	$	0.01	$	0.01		$	0.01		$	0.01		$	0.01
Weighted average common shares outstanding		70,067		69,995			69,933			61,608			46,047
Diluted average common shares outstanding		70,097		69,995			69,933			61,608			46,047

Note 1: Due to the net loss available to common stockholders reported for each of the four trailing quarters, all potentially dilutive common stock equivalents were excluded from the diluted net loss per share computation as their inclusion would have been antidilutive.

Consolidated Balance Sheets (Dollars in thousands)

	09/30/10			06/30/10			03/31/10			12/31/09			09/30/09
	unaudited			unaudited			unaudited			audited			unaudited
Assets
Cash and due from banks	$	144,298		$	111,997		$	107,618		$	320,160		$	199,703
Fed funds sold and other short-term investments		532,637			769,803			1,146,814			218,935			332,188
Loans held for sale		44,271			20,762			16,224			28,363			19,000
Securities available-for-sale, at fair value		2,033,527			2,029,962			1,769,138			1,569,541			1,648,313
Non-marketable equity investments		25,587			33,825			29,475			29,413			30,681
Loans, excluding covered assets and net of unearned fees		8,992,129			8,851,439			8,898,228			9,046,625			9,009,539
Allowance for loan losses		(223,392	)		(232,411	)		(236,851	)		(221,688	)		(192,791	)
Loans, net of allowance for loan losses and unearned fees		8,768,737			8,619,028			8,661,377			8,824,937			8,816,748
Covered assets		419,865			434,828			468,939			502,034			530,059
Allowance for covered assets losses		(12,174	)		(5,176	)		(5,176	)		(2,764	)		—
Covered assets, net of allowance for covered assets		407,691			429,652			463,763			499,270			530,059
Other real estate owned		90,944			68,693			60,755			41,497			36,705
Premises, furniture, and equipment, net		42,347			40,599			41,350			41,344			32,870
Accrued interest receivable		34,697			35,278			34,766			35,562			35,862
Investment in bank owned life insurance		48,950			48,521			48,101			47,666			47,225
Goodwill		94,633			94,646			94,658			94,671			94,683
Other intangible assets		17,242			17,655			18,070			18,485			19,021
Derivative assets		128,891			113,493			85,152			71,540			83,784
Other assets		169,513			177,126			202,975			191,200			136,825
Total assets	$	12,583,965		$	12,611,040		$	12,780,236		$	12,032,584		$	12,063,667
Liabilities
Demand deposits:
Non-interest bearing	$	2,173,419		$	2,090,222		$	1,886,427		$	1,840,900		$	1,565,492
Interest bearing		614,049			738,631			714,700			752,728			589,298
Savings deposits and money market accounts		5,039,970			5,066,653			4,691,170			4,053,975			4,038,465
Brokered deposits		1,241,366			1,236,589			1,831,306			1,566,139			1,606,823
Time deposits		1,461,668			1,437,204			1,498,322			1,678,172			1,741,783
Total deposits		10,530,472			10,569,299			10,621,925			9,891,914			9,541,861
Short-term borrowings		179,651			164,069			241,293			214,975			690,352
Long-term debt		439,566			473,720			498,874			533,023			618,173
Accrued interest payable		7,603			7,727			10,357			9,673			12,051
Derivative liabilities		132,594			116,599			86,873			71,958			85,097
Other liabilities		48,940			43,534			100,687			75,425			47,614
Total liabilities		11,338,826			11,374,948			11,560,009			10,796,968			10,995,148
Equity
Preferred stock		238,542			238,185			237,833			237,487			237,145
Common stock		70,657			70,630			70,500			70,444			46,593
Treasury stock		(19,023	)		(19,003	)		(18,595	)		(18,489	)		(18,427	)
Additional paid-in-capital		950,721			946,981			944,095			940,338			767,579
Retained earnings		(44,784	)		(48,638	)		(47,112	)		(22,093	)		(2,748	)
Accumulated other comprehensive income, net		48,776			47,758			33,403			27,896			38,161
Total stockholders’ equity		1,244,889			1,235,913			1,220,124			1,235,583			1,068,303
Noncontrolling interests		250			179			103			33			216
Total equity		1,245,139			1,236,092			1,220,227			1,235,616			1,068,519
Total liabilities and equity	$	12,583,965		$	12,611,040		$	12,780,236		$	12,032,584		$	12,063,667

Note 1: Certain reclassifications have been made to prior period financial statements to place them on a basis comparable with the current period financial statements.

Selected Financial Data Unaudited (Amounts in thousands except per share data)

	3Q10			2Q10			1Q10			4Q09			3Q09
Selected Statement of Income Data:
Net interest income	$	98,959		$	103,332		$	98,319		$	99,562		$	87,435
Net revenue (1) (2)	$	123,210		$	124,209		$	114,273		$	114,802		$	101,155
Operating profit (1) (2)	$	55,133		$	48,207		$	40,902		$	46,274		$	44,320
Income (loss) before taxes	$	12,807		$	1,891		($	32,532	)	($	24,733	)	($	46,533	)
Net income (loss) available to common stockholders	$	4,545		($	818	)	($	24,320	)	($	18,630	)	($	31,195	)
Per Common Share Data:
Basic earnings per share	$	0.06		($	0.01	)	($	0.35	)	($	0.30	)	($	0.68	)
Diluted earnings per share (3)	$	0.06		($	0.01	)	($	0.35	)	($	0.30	)	($	0.68	)
Dividends	$	0.01		$	0.01		$	0.01		$	0.01		$	0.01
Book value (period end) (1)	$	14.10		$	13.98		$	13.77		$	13.99		$	17.48
Tangible book value (period end) (1) (2)	$	12.53		$	12.40		$	12.19		$	12.41		$	15.09
Market value (close)	$	11.39		$	11.08		$	13.70		$	8.97		$	24.46
Book value multiple		0.81	x		0.79	x		0.99	x		0.64	x		1.40	x
Share Data:
Weighted average common shares outstanding		70,067			69,995			69,933			61,608			46,047
Diluted average common shares outstanding (3)		70,097			69,995			69,933			61,608			46,047
Common shares issued (at period end)		71,964			71,978			71,877			71,869			48,104
Common shares outstanding (at period end)		71,386			71,403			71,333			71,332			47,574
Performance Ratios:
Return on average assets		0.25	%		0.08	%		-0.68	%		-0.50	%		-0.94	%
Return on average common equity		1.77	%		-0.33	%		-9.86	%		-7.96	%		-14.51	%
Net interest margin (1) (2)		3.31	%		3.41	%		3.36	%		3.48	%		3.09	%
Fee revenue as a percent of total revenue (1)		17.04	%		16.31	%		13.27	%		12.68	%		13.11	%
Non-interest income to average assets		0.74	%		0.63	%		0.49	%		0.47	%		0.43	%
Non-interest expense to average assets		2.16	%		2.39	%		2.39	%		2.26	%		1.91	%
Net overhead ratio (1)		1.42	%		1.76	%		1.90	%		1.79	%		1.48	%
Efficiency ratio (1) (2)		55.25	%		61.19	%		64.21	%		59.69	%		56.19	%
Selected Financial Condition Data:
Assets under management and administration (1)	$	4,023,821		$	3,746,934		$	3,983,066		$	3,983,623		$	4,008,268
Balance Sheet Ratios:
Loans to Deposits (period end)		85.39	%		83.75	%		83.80	%		91.48	%		94.43	%
Average interest-earning assets to average interest-bearing liabilities		133.96	%		130.58	%		129.96	%		127.44	%		122.93	%
Capital Ratios (period end):
Total risk-based (1) (4)		14.40	%		14.83	%		14.91	%		14.69	%		13.42	%
Tier 1 risk-based (1) (4)		12.25	%		12.43	%		12.49	%		12.32	%		11.02	%
Leverage (1)		10.71	%		10.39	%		10.57	%		11.17	%		9.94	%
Tier 1 common capital (1) (2) (4)		7.79	%		7.86	%		7.86	%		7.86	%		6.45	%
Tangible common equity to tangible assets (1) (2)		7.17	%		7.09	%		6.87	%		7.42	%		6.01	%
Total equity to total assets		9.89	%		9.80	%		9.55	%		10.27	%		8.86	%

(1) Refer to Glossary of Terms for definition.

(2) This is a non-GAAP measure, refer to Non-GAAP Measures for a reconciliation to GAAP.

(3) For the first and second quarters 2010 and the third and fourth quarters 2009, diluted shares are equal to basic shares due to the net loss. The calculation of diluted earnings per share for those periods results in anti-dilution.

(4) The second quarter 2010 ratio has been revised from prior period presentation due to correction of mathematical computation.

Note 1: Certain reclassifications have been made to prior period financial statements to place them on a basis comparable with the current period financial statements.

Loan Composition (excluding covered assets⁽¹⁾) (Dollars in thousands)

	09/30/10		% of Total			06/30/10		% of Total			03/31/10		% of Total			12/31/09		% of Total			09/30/09		% of Total
	unaudited					unaudited					unaudited					audited					unaudited
Commercial and Industrial	$	3,850,498		43	%	$	3,564,504		40	%	$	3,504,531		39	%	$	3,572,695		39	%	$	3,656,268		41	%
Owner-Occupied CRE		1,150,267		13	%		1,143,231		13	%		1,186,135		13	%		1,153,176		13	%		1,068,625		12	%
Total Commercial Loans		5,000,765		56	%		4,707,735		53	%		4,690,666		52	%		4,725,871		52	%		4,724,893		53	%
Commercial Real Estate		2,192,374		24	%		2,277,424		26	%		2,289,291		26	%		2,184,001		24	%		2,057,543		23	%
Multi-family CRE		471,989		5	%		502,708		6	%		520,186		6	%		553,473		6	%		498,755		5	%
Total CRE Loans		2,664,363		29	%		2,780,132		32	%		2,809,477		32	%		2,737,474		30	%		2,556,298		28	%
Construction		528,469		6	%		551,270		6	%		571,123		7	%		727,487		8	%		883,319		10	%
Residential Real Estate		324,434		4	%		309,001		4	%		316,012		4	%		319,463		4	%		316,795		4	%
Home Equity		197,977		2	%		203,053		2	%		212,421		2	%		220,025		2	%		214,630		2	%
Personal		276,121		3	%		300,248		3	%		298,529		3	%		316,305		4	%		313,604		3	%
Total Loans	$	8,992,129		100	%	$	8,851,439		100	%	$	8,898,228		100	%	$	9,046,625		100	%	$	9,009,539		100	%

Commercial Real Estate and Construction Loans Portfolio by Collateral Type

Unaudited

	09/30/10					06/30/10					12/31/09
	Amount		% of Total			Amount		% of Total			Amount		% of Total
Commercial Real Estate Portfolio
Land	$	347,368		13	%	$	350,664		13	%	$	377,215		14	%
Residential 1-4 Family		166,587		6	%		178,530		6	%		177,693		6	%
Multi-Family 5+		471,989		18	%		502,708		18	%		553,473		20	%
Industrial/Warehouse		329,962		12	%		320,868		11	%		313,762		11	%
Office		440,639		16	%		438,674		16	%		400,172		15	%
Retail		445,322		17	%		468,007		17	%		414,419		15	%
Health Care		44,788		2	%		50,381		2	%		49,337		2	%
Mixed Use/Other		417,708		16	%		470,300		17	%		451,403		17	%
Total Commercial Real Estate	$	2,664,363		100	%	$	2,780,132		100	%	$	2,737,474		100	%
Construction Portfolio
Land	$	37,077		7	%	$	80,198		15	%	$	91,207		12	%
Residential 1-4 Family		28,726		6	%		37,140		7	%		61,854		8	%
Multi-Family 5+		92,225		17	%		80,558		15	%		131,001		18	%
Industrial/Warehouse		27,783		5	%		12,029		2	%		31,461		4	%
Office		124,601		24	%		90,882		16	%		112,946		16	%
Retail		95,332		18	%		104,097		19	%		127,356		18	%
Mixed Use/Other		122,725		23	%		146,366		26	%		171,662		24	%
Total Construction	$	528,469		100	%	$	551,270		100	%	$	727,487		100	%

(1) Refer to Glossary of Terms for definition.

Note 1: Certain reclassifications have been made to prior period financial statements to place them on a basis comparable with the current period financial statements.

Asset Quality (excluding covered assets⁽¹⁾) Unaudited (Dollars in thousands)

	3Q10			2Q10			1Q10			4Q09			3Q09
Credit Quality Key Ratios:
Net charge-offs to average loans		2.17	%		2.24	%		2.56	%		1.80	%		1.67	%
Total non-performing loans to total loans		4.13	%		4.18	%		4.28	%		4.37	%		3.99	%
Total non-performing assets to total assets		3.67	%		3.48	%		3.46	%		3.63	%		3.29	%
Nonaccrual loans to:
total loans		4.13	%		4.18	%		4.28	%		4.37	%		3.99	%
total assets		2.95	%		2.94	%		2.98	%		3.29	%		2.98	%
Allowance for loan losses to:
total loans		2.48	%		2.63	%		2.66	%		2.45	%		2.14	%
non-performing loans		60	%		63	%		62	%		56	%		54	%
nonaccrual loans		60	%		63	%		62	%		56	%		54	%
Non-performing assets:
Loans past due 90 days and accruing	$	—		$	—		$	—		$	—		$	—
Nonaccrual loans		371,156			370,179			381,207			395,447			359,918
OREO		90,944			68,693			60,755			41,497			36,705
Total non-performing assets	$	462,100		$	438,872		$	441,962		$	436,944		$	396,623
Restructured loans accruing interest	$	60,659		$	4,030		$	3,840		$	—		$	—

Restructured Loans Accruing Interest Stratification

	$5.0 Million or More		$3.0 to $4.9 Million		$1.5 to $2.9 Million		Under $1.5 Million		Total
As of September 30, 2010
Amount:
Commercial	$	—	$	—	$	1,853	$	569	$	2,422
Commercial real estate		29,074		3,493		—		2,296		34,863
Personal and home equity		23,374		—		—		—		23,374
Total	$	52,448	$	3,493	$	1,853	$	2,865	$	60,659
Number of borrowers:
Commercial		—		—		1		2		3
Commercial real estate		2		1		—		3		6
Personal and home equity		1		—		—		—		1
Total		3		1		1		5		10
As of June 30, 2010
Amount:
Commercial	$	—	$	—	$	—	$	500	$	500
Commercial real estate		—		3,530		—		—		3,530
Total	$	—	$	3,530	$	—	$	500	$	4,030
Number of borrowers:
Commercial		—		—		—		1		1
Commercial real estate		—		1		—		—		1
Total		—		1		—		1		2

Nonaccrual Loans Stratification

	$5.0 Million or More		$3.0 to $4.9 Million		$1.5 to $2.9 Million		Under $1.5 Million		Total
As of September 30, 2010
Amount:
Commercial	$	54,272	$	14,663	$	2,673	$	16,192	$	87,800
Commercial real estate		83,229		45,592		37,071		48,083		213,975
Construction		5,351		7,576		11,047		9,615		33,589
Residential real estate		—		—		—		9,101		9,101
Personal and home equity		9,774		4,419		1,932		10,566		26,691
Total	$	152,626	$	72,250	$	52,723	$	93,557	$	371,156
Number of borrowers:
Commercial		4		4		1		42		51
Commercial real estate		10		12		18		87		127
Construction		1		2		5		17		25
Residential real estate		—		—		—		17		17
Personal and home equity		1		1		1		14		17
Total		16		19		25		177		237
As of June 30, 2010
Amount:
Commercial	$	55,403	$	11,520	$	5,293	$	18,148	$	90,364
Commercial real estate		67,626		50,317		47,277		49,145		214,365
Construction		5,351		11,979		8,934		11,595		37,859
Residential real estate		—		—		2,057		7,660		9,717
Personal and home equity		—		4,419		3,537		9,918		17,874
Total	$	128,380	$	78,235	$	67,098	$	96,466	$	370,179
Number of borrowers:
Commercial		4		3		2		43		52
Commercial real estate		9		13		22		82		126
Construction		1		3		4		20		28
Residential real estate		—		—		1		14		15
Personal and home equity		—		1		2		26		29
Total		14		20		31		185		250

(1) Refer to Glossary of Terms for definition. Covered assets are included as a component of total assets in calculations above.

Loan Portfolio Aging (excluding covered assets⁽¹⁾) Unaudited (Dollars in thousands)

	Current			30-59 Days Past Due			60-89 Days Past Due			90 Days Past Due and Accruing		Restructured Loans Accruing Interest			Nonaccrual			Total Loans
As of September 30, 2010
Loan balances:
Commercial	$	4,907,336		$	2,772		$	435		$	—	$	2,422		$	87,800		$	5,000,765
Commercial real estate		2,387,792			18,869			8,864			—		34,863			213,975			2,664,363
Construction		485,353			3,327			6,200			—		—			33,589			528,469
Residential real estate		311,392			1,174			2,767			—		—			9,101			324,434
Personal and home equity		420,741			2,188			1,104			—		23,374			26,691			474,098
Total loans	$	8,512,614		$	28,330		$	19,370		$	—	$	60,659		$	371,156		$	8,992,129
Aging as a percent of loan balance:
Commercial		98.13	%		0.06	%		0.01	%		—		0.05	%		1.75	%		100.00	%
Commercial real estate		89.62	%		0.71	%		0.33	%		—		1.31	%		8.03	%		100.00	%
Construction		91.84	%		0.63	%		1.17	%		—		—			6.36	%		100.00	%
Residential real estate		95.98	%		0.36	%		0.85	%		—		—			2.81	%		100.00	%
Personal and home equity		88.75	%		0.46	%		0.23	%		—		4.93	%		5.63	%		100.00	%
Total loans		94.67	%		0.32	%		0.22	%		—		0.67	%		4.13	%		100.00	%

	3Q10			2Q10			1Q10			4Q09			3Q09
Nonaccrual loans:
Commercial	$	87,800		$	90,364		$	68,509		$	69,346		$	72,808
Commercial real estate		213,975			214,365			212,758			171,049			145,438
Construction		33,589			37,859			59,335			113,822			118,876
Residential real estate		9,101			9,717			16,776			14,481			11,899
Personal and home equity		26,691			17,874			23,829			26,749			10,897
Total	$	371,156		$	370,179		$	381,207		$	395,447		$	359,918
Nonaccrual loans as a percent of total loan type:
Commercial		1.75	%		1.92	%		1.46	%		1.47	%		1.54	%
Commercial real estate		8.03	%		7.71	%		7.57	%		6.25	%		5.69	%
Construction		6.36	%		6.87	%		10.39	%		15.65	%		13.46	%
Residential real estate		2.81	%		3.14	%		5.31	%		4.53	%		3.76	%
Personal and home equity		5.63	%		3.55	%		4.66	%		4.99	%		2.06	%
Total		4.13	%		4.18	%		4.28	%		4.37	%		3.99	%
Loans past due 60-89 days and still accruing:
Commercial	$	435		$	3,620		$	4,245		$	9,955		$	1,588
Commercial real estate		8,864			14,884			35,454			30,638			23,245
Construction		6,200			—			6,400			751			10,962
Residential real estate		2,767			1,347			170			1,654			—
Personal and home equity		1,104			1,147			2,112			8,595			3,087
Total	$	19,370		$	20,998		$	48,381		$	51,593		$	38,882
Loans past due 60-89 days and still accruing as a percent of total loan type:
Commercial		0.01	%		0.08	%		0.09	%		0.21	%		0.03	%
Commercial real estate		0.33	%		0.53	%		1.26	%		1.12	%		0.91	%
Construction		1.17	%		—			1.12	%		0.10	%		1.24	%
Residential real estate		0.85	%		0.44	%		0.05	%		0.52	%		—
Personal and home equity		0.23	%		0.23	%		0.41	%		1.60	%		0.58	%
Total		0.22	%		0.24	%		0.54	%		0.57	%		0.43	%
Loans past due 30-59 days and still accruing:
Commercial	$	2,772		$	2,741		$	11,641		$	13,427		$	4,424
Commercial real estate		18,869			26,073			36,740			23,983			18,005
Construction		3,327			258			3,252			3,391			2,541
Residential real estate		1,174			—			6,656			4,170			1,431
Personal and home equity		2,188			2,065			2,189			6,097			3,877
Total	$	28,330		$	31,137		$	60,478		$	51,068		$	30,278
Loans past due 30-59 days and still accruing as a percent of total loan type:
Commercial		0.06	%		0.06	%		0.25	%		0.28	%		0.09	%
Commercial real estate		0.71	%		0.94	%		1.31	%		0.88	%		0.70	%
Construction		0.63	%		0.04	%		0.57	%		0.47	%		0.29	%
Residential real estate		0.36	%		—			2.11	%		1.31	%		0.45	%
Personal and home equity		0.46	%		0.41	%		0.41	%		1.13	%		0.73	%
Total		0.32	%		0.35	%		0.68	%		0.56	%		0.34	%

(1) Refer to Glossary of Terms for definition.

Foreclosed Real Estate (OREO), excluding covered assets(1)
Unaudited
(Dollars in thousands)

OREO Rollforward
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Beginning balance	$	68,693		$	29,236		$	41,497		$	23,823
New foreclosed property		44,979			19,106			100,802			37,031
Valuation adjustments		(1,385	)		(2,630	)		(4,594	)		(3,758	)
Disposals:
Sales proceeds		(20,277	)		(9,710	)		(45,733	)		(21,370	)
Net gain (loss) on sale		(1,066	)		703			(1,028	)		979
Ending balance	$	90,944		$	36,705		$	90,944		$	36,705
OREO Properties by Type
	September 30, 2010						June 30, 2010						December 31, 2009
	Number of Properties			Amount			Number of  Properties			Amount			Number of Properties		Amount
Single family home		28		$	24,479			25		$	13,995			18	$	9,538
Land parcels		232			17,040			225			17,367			229		17,856
Multi-family units		3			1,465			2			1,406			3		1,888
Office/industrial		16			47,460			12			35,425			6		11,484
Retail		1			500			1			500			3		731
Total		280		$	90,944			265		$	68,693			259	$	41,497
OREO Property Location
	Illinois			Georgia			Michigan			Missouri			Other		Total
September 30, 2010
Single family home	$	16,790		$	268		$	6,014		$	997		$	410	$	24,479
Land parcels		7,141			3,424			3,479			2,996			—		17,040
Multi-family units		570			—			895			—			—		1,465
Office/industrial		20,471			1,500			5,025			—			20,464		47,460
Retail		500			—			—			—			—		500
Total	$	45,472		$	5,192		$	15,413		$	3,993		$	20,874	$	90,944
June 30, 2010
Single family home	$	7,103		$	626		$	5,053		$	1,066		$	147	$	13,995
Land parcels		5,767			4,384			4,165			3,051			—		17,367
Multi-family units		1,130			—			—			276			—		1,406
Office/industrial		3,197			9,779			1,200			—			21,249		35,425
Retail		500			—			—			—			—		500
Total	$	17,697		$	14,789		$	10,418		$	4,393		$	21,396	$	68,693
December 31, 2009
Single family home	$	2,648		$	960		$	4,250		$	1,488		$	192	$	9,538
Land parcels		7,246			3,522			4,957			2,131			—		17,856
Multi-family units		1,888			—			—			—			—		1,888
Office/industrial		—			1,548			1,200			—			8,736		11,484
Retail		500			—			231			—			—		731
Total	$	12,282		$	6,030		$	10,638		$	3,619		$	8,928	$	41,497

(1) Refer to Glossary of Terms for definition.

Allowance for Loan Losses (excluding covered assets(1))
Unaudited
(Dollars in thousands)

	3Q10			2Q10			1Q10			4Q09			3Q09
Change in allowance for loan losses:
Balance at beginning of period	$	232,411		$	236,851		$	221,688		$	192,791		$	140,088
Loans charged off:
Commercial	($	2,541	)	($	8,440	)	($	18,129	)	($	11,082	)	($	13,065	)
Commercial real estate		(31,809	)		(24,956	)		(21,793	)		(13,120	)		(13,772	)
Construction		(4,882	)		(10,644	)		(10,264	)		(14,438	)		(6,928	)
Residential real estate		(1,715	)		(886	)		(1,590	)		(970	)		(475	)
Home equity		(736	)		(651	)		(1,087	)		(805	)		(100	)
Personal		(8,939	)		(6,346	)		(4,584	)		(1,086	)		(5,802	)
Total loans charged off		(50,622	)		(51,923	)		(57,447	)		(41,501	)		(40,142	)
Recoveries:
Commercial	$	730		$	664		$	330		$	410		$	1,060
Commercial real estate		304			896			53			126			676
Construction		131			444			134			240			1,026
Residential real estate		4			11			6			12			—
Home equity		9			3			4			52			1
Personal		394			73			17			34			66
Total recoveries:		1,572			2,091			544			874			2,829
Total net loan charge-offs		(49,050	)		(49,832	)		(56,903	)		(40,627	)		(37,313	)
Provision		40,031			45,392			72,066			69,524			90,016
Balance at end of period	$	223,392		$	232,411		$	236,851		$	221,688		$	192,791
Allocation of allowance for loan losses:
General allocated reserve:
Commercial	$	50,863		$	55,408		$	55,324		$	43,350		$	59,118
Commercial real estate		75,701			76,193			77,698			77,223			44,745
Construction		17,048			17,869			18,479			23,581			41,222
Residential real estate		3,842			3,999			3,658			3,635			2,009
Home equity		2,312			2,552			2,664			2,862			1,582
Personal		4,910			5,602			5,909			5,277			2,084
Total general allocated	$	154,676		$	161,623		$	163,732		$	155,928		$	150,760
Specific reserve		68,716			70,788			73,119			65,760			42,031
Unallocated reserve		—			—			—			—			—
Total	$	223,392		$	232,411		$	236,851		$	221,688		$	192,791
Allocation of reserve by a percent of total allowance for loan losses:
General allocated reserve:
Commercial		23	%		24	%		23	%		20	%		31	%
Commercial real estate		34	%		33	%		33	%		35	%		23	%
Construction		8	%		8	%		8	%		10	%		21	%
Residential real estate		2	%		2	%		2	%		2	%		1	%
Home equity		1	%		1	%		1	%		1	%		1	%
Personal		2	%		2	%		2	%		2	%		1	%
Total general allocated		70	%		70	%		69	%		70	%		78	%
Specific reserve		30	%		30	%		31	%		30	%		22	%
Unallocated reserve		—			—			—			—			—
Total		100	%		100	%		100	%		100	%		100	%
Allowance for loan losses to:
total loans		2.48	%		2.63	%		2.66	%		2.45	%		2.14	%
non-performing loans		60	%		63	%		62	%		56	%		54	%
nonaccrual loans		60	%		63	%		62	%		56	%		54	%

(1) Refer to Glossary of Terms for definition.

Deposits (Dollars in thousands)

			% of					% of					% of					% of					% of
	09/30/10		Total			06/30/10		Total			03/31/10		Total			12/31/09		Total			09/30/09		Total
	unaudited					unaudited					unaudited					audited					unaudited
Non-interest bearing deposits	$	2,173,419		20	%	$	2,090,222		20	%	$	1,886,427		18	%	$	1,840,900		19	%	$	1,565,492		17	%
Interest-bearing deposits		614,049		6	%		738,631		7	%		714,700		7	%		752,728		7	%		589,298		6	%
Savings deposits		178,533		2	%		170,087		1	%		163,613		1	%		141,614		1	%		135,937		1	%
Money market accounts		4,861,437		46	%		4,896,566		46	%		4,527,557		43	%		3,912,361		40	%		3,902,528		41	%
Brokered deposits:
Traditional brokered deposits		150,183		1	%		103,774		1	%		294,346		3	%		389,590		4	%		453,759		5	%
Client CDARS (1)		828,508		8	%		1,013,115		10	%		1,129,471		10	%		979,728		10	%		981,677		10	%
Non-client CDARS (1)		262,675		3	%		119,700		1	%		407,489		4	%		196,821		2	%		171,387		2	%
Total brokered deposits		1,241,366		12	%		1,236,589		12	%		1,831,306		17	%		1,566,139		16	%		1,606,823		17	%
Time deposits		1,461,668		14	%		1,437,204		14	%		1,498,322		14	%		1,678,172		17	%		1,741,783		18	%
Total deposits	$	10,530,472		100	%	$	10,569,299		100	%	$	10,621,925		100	%	$	9,891,914		100	%	$	9,541,861		100	%
Client deposits (1)	$	10,117,614		96	%	$	10,345,825		98	%	$	9,920,090		93	%	$	9,305,503		94	%	$	8,916,715		93	%

(1) Refer to Glossary of Terms for definition.

Note 1: Certain reclassifications have been made to prior period financial statements to place them on a basis comparable with the current period financial statements.

Net Interest Margin
Unaudited
(Dollars in thousands)

	Three Months Ended September 30,
	2010								2009
	Average Balance			Interest		Rate			Average Balance			Interest		Rate
Assets:
Fed funds sold and other short-term investments	$	594,319		$	376		0.25	%	$	309,741		$	323		0.41	%
Securities:
Taxable		1,809,969			16,996		3.76	%		1,404,566			14,799		4.21	%
Tax-exempt (3)		166,252			2,552		6.14	%		166,501			2,634		6.33	%
Total securities		1,976,221			19,548		3.96	%		1,571,067			17,433		4.44	%
Loans, excluding covered assets:
Commercial		4,784,938			51,835		4.30	%		4,670,414			46,049		3.91	%
Commercial real estate		2,766,129			33,777		4.78	%		2,487,292			33,142		5.21	%
Construction		557,739			5,551		3.95	%		862,645			7,577		3.48	%
Residential		352,179			4,205		4.78	%		339,351			4,284		5.05	%
Personal and home equity		496,949			4,850		3.87	%		520,330			5,128		3.91	%
Total loans (1)		8,957,934			100,218		4.42	%		8,880,032			96,180		4.28	%
Covered assets		410,431			5,390		5.15	%		537,262			11,569		8.45	%
Total interest-earning assets (3)	$	11,938,905		$	125,532		4.16	%	$	11,298,102		$	125,505		4.39	%
Cash and due from banks		133,126								158,098
Allowance for loan and covered asset losses		(245,204	)							(144,587	)
Other assets		694,956								484,703
Total assets	$	12,521,783							$	11,796,316
Liabilities and Equity:
Interest-bearing demand deposits	$	655,028		$	675		0.41	%	$	583,332		$	932		0.63	%
Savings deposits		176,308			216		0.49	%		134,930			259		0.76	%
Money market accounts		4,889,762			8,296		0.67	%		3,597,643			7,754		0.86	%
Time deposits		1,463,500			5,482		1.49	%		1,740,276			8,622		1.97	%
Brokered deposits		1,095,932			2,648		0.96	%		1,826,121			9,548		2.07	%
Total interest-bearing deposits		8,280,530			17,317		0.83	%		7,882,302			27,115		1.36	%
Short term borrowings		163,626			1,297		3.10	%		678,840			1,649		0.95	%
Long term debt		468,425			7,068		6.00	%		629,866			8,469		5.33	%
Total interest-bearing liabilities		8,912,581			25,682		1.14	%		9,191,008			37,233		1.61	%
Non-interest bearing demand deposits		2,164,147								1,363,615
Other liabilities		187,570								151,755
Equity		1,257,485								1,089,938
Total liabilities and equity	$	12,521,783							$	11,796,316
Net interest spread (2)							3.02	%							2.79	%
Effect of non interest-bearing funds							0.29	%							0.30	%
Net interest income/margin (2) (3) (4)				$	99,850		3.31	%				$	88,272		3.09	%

(1) Non-accrual loans are included in the average balances. The interest foregone on these loans was estimated to be approximately $4.2 million and $2.9 million for the quarters ended September 30, 2010 and 2009, respectively, and was based on the average loan portfolio yield for the respective period.

(2) Refer to Glossary of Terms for definition.

(3) Interest income and yields are presented on a tax-equivalent basis, assuming a federal income tax rate of 35%. This is a non-GAAP measure, refer to Non-GAAP Measures for a reconciliation of the effect of the tax-equivalent adjustment.

(4) For the quarters ended September 30, 2010 and 2009, accretion related to covered assets contributed to net interest margin by 3 and 15 basis points, respectively.

Net Interest Margin
Unaudited
(Dollars in thousands)

	Three Months Ended September 30,								Three Months Ended June 30,
	2010								2010
	Average Balance			Interest		Rate			Average Balance			Interest		Rate
Assets:
Fed funds sold and other short-term investments	$	594,319		$	376		0.25	%	$	1,016,907		$	664		0.26	%
Securities:
Taxable		1,809,969			16,996		3.76	%		1,630,482			16,417		4.03	%
Tax-exempt (3)		166,252			2,552		6.14	%		170,103			2,676		6.29	%
Total securities		1,976,221			19,548		3.96	%		1,800,585			19,093		4.24	%
Loans, excluding covered assets:
Commercial		4,784,938			51,835		4.30	%		4,682,246			50,442		4.32	%
Commercial real estate		2,766,129			33,777		4.78	%		2,853,921			34,608		4.80	%
Construction		557,739			5,551		3.95	%		563,282			5,348		3.81	%
Residential		352,179			4,205		4.78	%		330,428			3,852		4.66	%
Personal and home equity		496,949			4,850		3.87	%		505,023			5,009		3.98	%
Total loans (1)		8,957,934			100,218		4.42	%		8,934,900			99,259		4.43	%
Covered assets		410,431			5,390		5.15	%		430,480			13,580		12.52	%
Total interest-earning assets (3)	$	11,938,905		$	125,532		4.16	%	$	12,182,872		$	132,596		4.35	%
Cash and due from banks		133,126								152,495
Allowance for loan and covered asset losses		(245,204	)							(250,202	)
Other assets		694,956								684,659
Total assets	$	12,521,783							$	12,769,824
Liabilities and Equity:
Interest-bearing demand deposits	$	655,028		$	675		0.41	%	$	726,855		$	805		0.44	%
Savings deposits		176,308			216		0.49	%		169,258			240		0.57	%
Money market accounts		4,889,762			8,296		0.67	%		4,820,973			9,128		0.76	%
Time deposits		1,463,500			5,482		1.49	%		1,464,450			5,730		1.57	%
Brokered deposits		1,095,932			2,648		0.96	%		1,473,876			3,807		1.04	%
Total interest-bearing deposits		8,280,530			17,317		0.83	%		8,655,412			19,710		0.91	%
Short term borrowings		163,626			1,297		3.10	%		193,949			1,383		2.82	%
Long term debt		468,425			7,068		6.00	%		480,678			7,247		6.01	%
Total interest-bearing liabilities		8,912,581			25,682		1.14	%		9,330,039			28,340		1.22	%
Non-interest bearing demand deposits		2,164,147								2,039,396
Other liabilities		187,570								167,144
Equity		1,257,485								1,233,245
Total liabilities and equity	$	12,521,783							$	12,769,824
Net interest spread (2)							3.02	%							3.13	%
Effect of non interest-bearing funds							0.29	%							0.28	%
Net interest income/margin (2) (3) (4)				$	99,850		3.31	%				$	104,256		3.41	%

(1) Non-accrual loans are included in the average balances. The interest foregone on these loans was estimated to be approximately $4.2 million and $4.6 million for the quarters ended September 30 and June 30, 2010, respectively, and was based on the average loan portfolio yield for the respective period.

(2) Refer to Glossary of Terms for definition.

(3) Interest income and yields are presented on a tax-equivalent basis, assuming a federal income tax rate of 35%. This is a non-GAAP measure, refer to Non-GAAP Measures for a reconciliation of the effect of the tax-equivalent adjustment.

(4) For the quarters ended September 30 and June 30, 2010, accretion related to covered assets contributed to net interest margin by 3 and 28 basis points, respectively.

Non-GAAP Measures

Unaudited

This press release contains both financial measures based on accounting principles generally accepted in the United States (GAAP) and non-GAAP based financial measures. These non-GAAP measures include net interest income, net interest margin, net revenue, operating profit and efficiency ratio all on a fully taxable-equivalent basis; tier 1 common capital, tangible book value, and tangible common equity to tangible assets. We believe that presenting these non-GAAP financial measures will provide information useful to investors in understanding our underlying operational performance, our business, and performance trends and facilitates comparisons with the performance of others in the banking industry.

We use net interest income on a taxable-equivalent basis in calculating various performance measures by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments assuming a 35% tax rate. Management believes this measure to be the preferred industry measurement of net interest income as it enhances comparability to net interest income arising from taxable and tax-exempt sources, and accordingly believes that providing this measure may be useful for peer comparison purposes.

We also consider various measures when evaluating capital utilization and adequacy, including tier 1 common capital, tangible book value, and tangible common equity ratio, in addition to capital ratios defined by banking regulators. These calculations are intended to complement the capital ratios defined by banking regulators for both absolute and comparative purposes. Certain of these measures exclude the ending balances of goodwill and other intangibles and/or preferred capital components. Because GAAP does not include capital ratio measures, we believe there are no comparable GAAP financial measures to these ratios. We believe these non-GAAP measures are relevant because they reflect the level of capital available to withstand unexpected market conditions. Additionally, presentation of these measures allows readers to compare certain aspects of our capitalization to other companies. However, because there are no standardized definitions for these ratios, our calculations may not be comparable with other companies, and the usefulness of these measures to investors may be limited.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP. As a result, we encourage readers to consider our Consolidated Financial Statements in their entirety and not to rely on any single financial measure. The following table reconciles Non-GAAP financial measures to GAAP:

	Quarters Ending
(Amounts in thousands except per share data)	3Q10			2Q10			1Q10			4Q09			3Q09
Taxable-equivalent interest income
GAAP net interest income	$	98,959		$	103,332		$	98,319		$	99,562		$	87,435
Taxable-equivalent adjustment		891			924			886			930			837
Taxable-equivalent net interest income (a)	$	99,850		$	104,256		$	99,205		$	100,492		$	88,272
Average Earning Assets (b)	$	11,938,905		$	12,182,872		$	11,889,538		$	11,410,866		$	11,298,102
Net Interest Margin (a) / (b)		3.31	%		3.41	%		3.36	%		3.48	%		3.09	%
Net Revenue
Taxable-equivalent net interest income (a)	$	99,850		$	104,256		$	99,205		$	100,492		$	88,272
GAAP non-interest income		23,360			19,953			15,068			14,310			12,883
Net revenue	$	123,210		$	124,209		$	114,273		$	114,802		$	101,155
Operating Profit
Taxable-equivalent net interest income (a)	$	99,850		$	104,256		$	99,205		$	100,492		$	88,272
GAAP non-interest income		23,360			19,953			15,068			14,310			12,883
Less: GAAP non-interest expense		68,077			76,002			73,371			68,528			56,835
Operating profit	$	55,133		$	48,207		$	40,902		$	46,274		$	44,320
Efficiency Ratio
GAAP non-interest expense (c)	$	68,077		$	76,002		$	73,371		$	68,528		$	56,835
Taxable-equivalent net interest income (a)	$	99,850		$	104,256		$	99,205		$	100,492		$	88,272
GAAP non-interest income		23,360			19,953			15,068			14,310			12,883
Net revenue (d)	$	123,210		$	124,209		$	114,273		$	114,802		$	101,155
Efficiency ratio (c) / (d)		55.25	%		61.19	%		64.21	%		59.69	%		56.19	%
Tier 1 Common Capital
GAAP total equity	$	1,245,139		$	1,236,092		$	1,220,227		$	1,235,616		$	1,068,519
Trust preferred capital securities		244,793			244,793			244,793			244,793			244,793
Less: unrealized gains on available-for-sale securities		48,776			47,758			33,403			27,896			38,161
Less: disallowed deferred tax assets		—			6,360			17,267			7,619			—
Less: goodwill		94,633			94,646			94,658			94,671			94,683
Less: other intangibles		17,242			17,655			18,070			18,485			19,021
Tier 1 risk-based capital		1,329,281			1,314,466			1,301,622			1,331,738			1,161,447
Less: preferred stock		238,542			238,185			237,833			237,487			237,145
Less: trust preferred capital securities		244,793			244,793			244,793			244,793			244,793
Less: noncontrolling interests		250			179			103			33			216
Tier 1 common capital (e)	$	845,696		$	831,309		$	818,893		$	849,425		$	679,293
Tangible Common Equity
GAAP total equity	$	1,245,139		$	1,236,092		$	1,220,227		$	1,235,616		$	1,068,519
Less: goodwill		94,633			94,646			94,658			94,671			94,683
Less: other intangibles		17,242			17,655			18,070			18,485			19,021
Less: preferred stock		238,542			238,185			237,833			237,487			237,145
Tangible common equity (f)	$	894,722		$	885,606		$	869,666		$	884,973		$	717,670
Tangible Assets
GAAP total assets	$	12,583,965		$	12,611,040		$	12,780,236		$	12,032,584		$	12,063,667
Less: goodwill		94,633			94,646			94,658			94,671			94,683
Less: other intangibles		17,242			17,655			18,070			18,485			19,021
Tangible assets (g)	$	12,472,090		$	12,498,739		$	12,667,508		$	11,919,428		$	11,949,963
Period-end Shares Outstanding (h)		71,386			71,403			71,333			71,332			47,574
Risk-weighted Assets (i) (1)	$	10,850,399		$	10,571,135		$	10,417,704		$	10,812,856		$	10,534,856
Ratios:
Tier 1 common capital (e) / (i) (1)		7.79	%		7.86	%		7.86	%		7.86	%		6.45	%
Tangible book value (f) / (h)	$	12.53		$	12.40		$	12.19		$	12.41		$	15.09
Tangible common equity to tangible assets (f) / (g)		7.17	%		7.09	%		6.87	%		7.42	%		6.01	%

(1) This has been revised from the second quarter 2010 presentation due to correction of a mathematical computation.

Glossary of Terms

Assets under management and administration (“AUMA”) - Assets held in trust where we serve as trustee or in accounts where we make investment decisions on behalf of clients. AUMA also includes non-managed assets we hold in custody for clients or for which we receive fees for advisory or brokerage services. We do not include these assets on our Consolidated Balance Sheets.

Book value - Total common equity divided by outstanding shares of common stock at end of period.

CDARS^® deposit program - is a deposit services arrangement that effectively achieves FDIC deposit insurance for jumbo deposit relationships. These deposits are classified as brokered deposits for regulatory deposit purposes; however, we classify these deposits as client CDARS^® due to the source being our existing and new client relationships and are, therefore, not traditional ‘brokered’ deposits. We also participate in a non-client CDARS^® program that is more like a traditional brokered deposit program in that our relationship is with the underlying depositor.

Client deposits - Total deposits less brokered deposits plus client CDARS^TM

Common equity - Total equity less preferred stock.

Covered assets - Assets acquired through an FDIC-assisted transaction that are subject to a loss share agreement and are presented separately on the Consolidated Balance Sheets.

Efficiency ratio - Total non-interest expense divided by the sum of net interest income on a tax equivalent basis and non-interest income. This is a non-GAAP financial measure.

Fee revenue as percent of total revenue ratio - Total non-interest income less acquisition related gains, net securities gains (losses), and early extinguishment of debt divided by the sum of net interest income and non-interest income less acquisition related gains, net securities gains (losses) and early extinguishment of debt.

GAAP - Accounting principles generally accepted in the United States of America.

Net interest margin - Expressed as a percentage, net interest margin is a ratio computed as annualized taxable-equivalent net interest income divided by average earning assets. This is a non-GAAP financial measure.

Net interest spread - The difference between the average yield earned on interest-earning assets on a taxable-equivalent basis and the average rate paid for interest-bearing liabilities.

Net overhead ratio - Total non-interest expense less non-interest income divided by average total assets.

Net revenue - The sum of taxable equivalent net interest income and non-interest income. This is a non-GAAP financial measure.

Non-GAAP - Certain financial measures within this document that are not formally defined by GAAP or codified in the federal banking regulations. A reconciliation of these non-GAAP measures may be found on the previous page.

Operating profit - The sum of taxable equivalent net interest income and non-interest income, less non-interest expense. This is a non-GAAP financial measure.

Risk-weighted assets - Computed by the assignment of specific risk-weights (as defined by the Board of Governors of the Federal Reserve System) to assets and off-balance sheet instruments.

Tangible book value - Total common equity less goodwill and other intangibles divided by outstanding shares of common stock at end of period. This is a non-GAAP financial measure.

Tangible common equity to tangible assets ratio - Tangible common equity divided by tangible assets, where tangible common equity equals total equity less preferred stock, goodwill and other intangible assets and tangible assets equals total assets less goodwill and other intangible assets. This is a non-GAAP financial measure.

Taxable-equivalent interest income - The interest income earned on certain assets is completely or partially exempt from Federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of yields and margins for all interest-earning assets, we use interest income on a taxable-equivalent basis in calculating average yields and net interest margins by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on other taxable investments. This adjustment is not permitted under GAAP on the Consolidated Income Statement.

Tier 1 common capital - Tier 1 risk-based capital, less preferred equity, less trust preferred capital securities, and less noncontrolling interests.

Tier 1 common capital ratio - Tier 1 common capital divided by period-end risk-weighted assets.

Tier 1 risk-based capital - Total equity, plus trust preferred capital securities, plus certain noncontrolling interests that are held by others; less goodwill and certain other intangible assets, less equity investments in nonfinancial companies, less ineligible servicing assets, less disallowed deferred tax assets and less net unrealized holding losses on available for sale equity securities. Net unrealized holding gains on available-for-sale equity securities, net unrealized holding gains (losses) on available for sale debt securities and net unrealized holding gains (losses) on cash flow hedge derivatives are excluded from total equity for Tier 1 capital purposes.

Tier 1 risk-based capital ratio - Tier 1 risk-based capital divided by period-end risk-weighted assets.

Leverage ratio - Tier 1 risk-based capital divided by adjusted average total assets.

Total risk-based capital - Tier 1 risk-based capital plus qualifying subordinated debt, other noncontrolling interest not qualified as Tier 1, eligible gains on available-for-sale equity securities and the allowance for loan and lease losses, subject to certain limitations.

Total risk-based capital ratio - Total risk-based capital divided by period-end risk-weighted assets.