Management's Discussion and Analysis



This Management's Discussion and Analysis highlights the material changes in the
results of operations and changes in financial condition for each of the three
years in the period ended December 31, 2020. It should be read in conjunction
with the accompanying Consolidated Financial Statements, Notes to Consolidated
Financial Statements, and other financial statistics appearing elsewhere in this
Annual Report on Form 10-K. Results of operations for the periods included in
this review are not necessarily indicative of results to be attained during any
future period.

CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS



From time to time the Company has made, and in the future will make,
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements can be identified by the fact
that they do not relate strictly to historical or current facts. Forward-looking
statements often use words such as "believe," "expect," "anticipate," "intend,"
"estimate," "project," "outlook," "forecast," "target," "trend," "plan," "goal,"
or other words of comparable meaning or future-tense or conditional verbs such
as "may," "will," "should," "would," or "could." Forward-looking statements
convey the Company's expectations, intentions, or forecasts about future events,
circumstances, results, or aspirations.

This report, including any information incorporated by reference in this report,
contains forward-looking statements. The Company also may make forward-looking
statements in other documents that are filed or furnished with the SEC. In
addition, the Company may make forward-looking statements orally or in writing
to investors, analysts, members of the media, or others.

All forward-looking statements, by their nature, are subject to assumptions,
risks, and uncertainties, which may change over time and many of which are
beyond the Company's control. You should not rely on any forward-looking
statement as a prediction or guarantee about the future. Actual future
objectives, strategies, plans, prospects, performance, conditions, or results
may differ materially from those set forth in any forward-looking statement.
While no list of assumptions, risks, or uncertainties could be complete, some of
the factors that may cause actual results or other future events, circumstances,
or aspirations to differ from those in forward-looking statements include:

     •    local, regional, national, or international business, economic, or
          political conditions or events;

• changes in laws or the regulatory environment, including as a result of

financial-services legislation or regulation;

• changes in monetary, fiscal, or trade laws or policies, including as a


          result of actions by central banks or supranational authorities;


  • changes in accounting standards or policies;

• shifts in investor sentiment or behavior in the securities, capital, or


          other financial markets, including changes in market liquidity or
          volatility or changes in interest or currency rates;

• changes in spending, borrowing, or saving by businesses or households;

• the Company's ability to effectively manage capital or liquidity or to

effectively attract or deploy deposits;

• changes in any credit rating assigned to the Company or its affiliates;




  • adverse publicity or other reputational harm to the Company;


     •    changes in the Company's corporate strategies, the composition of its
          assets, or the way in which it funds those assets;


     •    the Company's ability to develop, maintain, or market products or

services or to absorb unanticipated costs or liabilities associated with


          those products or services;


                                       23

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• the Company's ability to innovate to anticipate the needs of current or

future customers, to successfully compete in its chosen business lines,

to increase or hold market share in changing competitive environments,

or to deal with pricing or other competitive pressures;

• changes in the credit, liquidity, or other condition of the Company's

customers, counterparties, or competitors;

• the Company's ability to effectively deal with economic, business, or

market slowdowns or disruptions;

• judicial, regulatory, or administrative investigations, proceedings,


          disputes, or rulings that create uncertainty for, or are adverse to, the
          Company or the financial-services industry;

• the Company's ability to address changing or stricter regulatory or

other governmental supervision or requirements;

• the Company's ability to maintain secure and functional financial,

accounting, technology, data processing, or other operating systems or

facilities, including its capacity to withstand cyber-attacks;

• the adequacy of the Company's corporate governance, risk-management


          framework, compliance programs, or internal controls, including its
          ability to control lapses or deficiencies in financial reporting or to
          effectively mitigate or manage operational risk;


     •    the efficacy of the Company's methods or models in assessing business
          strategies or opportunities or in valuing, measuring, monitoring, or
          managing positions or risk;


     •    the Company's ability to keep pace with changes in technology that

affect the Company or its customers, counterparties, or competitors;




     •    mergers, acquisitions, or dispositions, including the Company's ability
          to integrate acquisitions and divest assets;

• the adequacy of the Company's succession planning for key executives or

other personnel;

• the Company's ability to grow revenue, control expenses, or attract and


          retain qualified employees;


     •    natural disasters, war, terrorist activities, pandemics, or the outbreak
          of COVID-19 or similar outbreaks, and their effects on economic and
          business environment in which the Company operates;

• adverse effects due to COVID-19 on the Company and its customers,


          counterparties, employees, and third-party service providers, and the
          adverse impacts to our business, financial position, results of
          operations, and prospects; or

• other assumptions, risks, or uncertainties described in the Risk Factors

(Item 1A), Management's Discussion and Analysis of Financial Condition

and Results of Operations (Item 7), or the Notes to the Consolidated


          Financial Statements (Item 8) in this Annual Report on Form 10-K or
          described in any of the Company's annual, quarterly or current reports.


Any forward-looking statement made by the Company or on its behalf speaks only
as of the date that it was made. The Company does not undertake to update any
forward-looking statement to reflect the impact of events, circumstances, or
results that arise after the date that the statement was made, except as
required by applicable securities laws. You, however, should consult further
disclosures (including disclosures of a forward-looking nature) that the Company
may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form
10-Q, or Current Report on Form 8-K.

Results of Operations

Overview



During the first quarter of 2020, the global economy began experiencing a
downturn related to the impacts of the COVID-19 global pandemic. Such impacts
have included significant volatility in the global stock and fixed income
markets, a 150-basis-point reduction in the target federal funds rate, the
enactment of the CARES Act, including the PPP administered by the Small Business
Administration, and a variety of rulings from the Company's banking regulators.



                                       24

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The Company continues to actively monitor developments related to COVID-19 and
its impact to its business, customers, employees, counterparties, vendors, and
service providers. During the year ended December 31, 2020, the Company's
results of operations included building of the allowance for credit losses (ACL)
and monitoring key macroeconomic variables utilized in the econometric models
under the CECL accounting standard adopted on January 1, 2020 and $6.9 million
of nonrecurring COVID-19 specific expenses. Additionally, the Company continued
to see impacts of the volatile equity and debt markets and low interest rate
environment in its fee-based businesses.



In response to the COVID-19 pandemic, the Company formed a Pandemic Taskforce
and a steering group comprised of associates across multiple lines of business
and support functions and has taken several actions to offer various forms of
support to our customers, employees, and communities that have experienced
impacts resulting from the COVID-19 pandemic. As of December 31, 2020,
approximately 65% of the Company's associates are working remotely. The Company
has also increased purchases of computer hardware to support a remote workforce,
as well as incurred additional cleaning and janitorial expense to disinfect
branch and office locations. In addition, the Company is actively working with
customers impacted by the economic downturn by offering payment deferrals and
other loan modifications where appropriate. See further details under "Credit
Risk Management" within "Item 7A. Quantitative and Qualitative Disclosures about
Market Risk." Additionally, the Company has recorded over 5,000 loans totaling
$1.5 billion under the PPP.



In light of volatility in the capital markets and economic disruptions, the
Company continues to carefully monitor its capital and liquidity position. In
March 2020, the U.S. banking agencies issued an interim final rule that provides
banking organizations with an alternative option to delay for two years an
estimate of CECL's effect on regulatory capital, relative to the incurred loss
methodology's effect on regulatory capital, followed by a three-year transition
period. The Company elected this alternative in the first quarter of 2020. The
Company continues to anticipate that it will have sufficient capital levels to
meet all applicable regulatory capital requirements.

The COVID-19 pandemic and stay-at-home and similar mandates have also
necessitated certain actions related to the way the Company operates its
business. As noted above, the Company transitioned most of its workforce
off-site or to work-from-home to help mitigate health risks. The Company is also
carefully monitoring the activities of its vendors and other third-party service
providers to mitigate the risks associated with any potential service
disruptions. The length of time it may be required to operate under such
circumstances and future degrees of disruption remain uncertain. While the
Company has not experienced material adverse disruptions to its internal
operations due to the pandemic, it continues to review evolving risks and
developments.

The Company focuses on the following four core financial objectives. Management
believes these objectives will guide its efforts to achieve its vision, to
deliver the Unparalleled Customer Experience, all while seeking to improve net
income and strengthen the balance sheet while undertaking prudent risk
management.

The first financial objective is to continuously improve operating efficiencies.
The Company has focused on identifying efficiencies that simplify our
organizational and reporting structures, streamline back office functions and
take advantage of synergies and newer technologies among various platforms and
distribution networks. The Company has identified and expects to continue
identifying ongoing efficiencies through the normal course of business that,
when combined with increased revenue, will contribute to improved operating
leverage. For 2020, total revenue increased 17.6%, and noninterest expense also
increased 5.5%, as compared to the previous year. The Company continues to
invest in technological advances that it believes will help management drive
operating leverage in the future through improved data analysis and automation.
The Company also continues to evaluate core systems and will invest in
enhancements that it believes will yield operating efficiencies.

The second financial objective is to increase net interest income through
profitable loan and deposit growth and the optimization of the balance
sheet. For 2020, net interest income increased $60.3 million, or 9.0%, as
compared to the previous year. The Company has shown increased net interest
income through the effects of increased volume and mix of average earning
assets. Loans recorded under the PPP increased loan interest income by $29.5
million in 2020. The additional increase in interest income was driven by an
increase of $1.3 billion in PPP loans. These increases were offset by the recent
interest rate reductions related to the pandemic. Average loan balances
increased $2.4 billion, or 18.5%, from prior year. Average PPP loans account for
$1.0 billion of this increase. The funding for these assets was driven primarily
by a 17.4% increase in average interest-bearing liabilities. Net interest
margin, on a tax-equivalent basis, decreased 31 basis points compared to the
same period in 2019.

                                       25

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The third financial objective is to grow the Company's revenue from noninterest
sources. The Company seeks to grow noninterest revenues throughout all economic
and interest rate cycles, while positioning itself to benefit in periods of
economic growth. Noninterest income increased $133.4 million, or 31.3%, to
$560.2 million for the year ended December 31, 2020, compared to the same period
in 2019. This increase was primarily attributable to an increase of $118.4
million in Investment securities gains, net, principally driven by the $108.8
million gain on the Company's investment in Tattooed Chef, Inc., as well as
increased fund serving income, and trading and investment banking income. These
changes are discussed in greater detail below under Noninterest income. As of
December 31, 2020, noninterest income represented 43.4% of total revenues, as
compared to 38.9% for 2019.

The fourth financial objective is effective capital management. The Company
places a significant emphasis on maintaining a strong capital position, which
management believes promotes investor confidence, provides access to funding
sources under favorable terms, and enhances the Company's ability to capitalize
on business growth and acquisition opportunities. The Company continues to
maximize shareholder value through a mix of reinvesting in organic growth,
evaluating acquisition opportunities that complement the Company's strategies,
increasing dividends over time, and appropriately utilizing a share repurchase
program. At December 31, 2020, the Company had a total risk-based capital ratio
of 14.26% and $3.0 billion in total shareholders' equity, an increase of $410.5
million, or 15.7%, compared to total shareholders' equity at December 31, 2019.
The Company repurchased 1.2 million shares of common stock at an average price
of $53.27 per share during 2020 and declared $60.7 million in dividends, which
represents a 1.8% increase compared to dividends declared during 2019.

Earnings Summary



The Company recorded consolidated income from continuing operations of $286.5
million for the year ended December 31, 2020. This represents a 17.6% increase
over 2019. Income from continuing operations for 2019 was $243.6 million, or an
increase of 24.1% compared to 2018. Basic earnings per share from continuing
operations for the year ended December 31, 2020, were $5.95 per share compared
to $4.99 per share in 2019, an increase of 19.2%. Basic earnings per share from
continuing operations were $3.98 per share in 2018, or an increase of 25.4% from
2018 to 2019. Fully diluted earnings per share from continuing operations
increased 19.6% from 2019 to 2020 and increased 25.9% from 2018 to 2019.

The Company's net interest income increased to $731.2 million in 2020 compared
to $670.9 million in 2019 and $610.4 million in 2018. In total, a favorable
volume variance, partially offset by an unfavorable rate variance, resulted in a
$60.3 million increase in net interest income in 2020, compared to 2019. See
Table 2 on page 30. The favorable volume variance on earning assets was
predominantly driven by the increase in average loan balances of $2.4 billion,
or 18.5%, for 2020 compared to the same period in 2019. Net interest margin, on
a tax-equivalent basis, decreased to 2.81% for 2020, compared to 3.12% for the
same period in 2019, as the asset yields and the cost of interest-bearing
liabilities decreased, coupled with an increased balance sheet. This created
significant margin compression. The Company has seen a decrease in the benefit
from interest-free funds as compared to 2019 driven by the lower rate
environment. The impact of this benefit decreased 28 basis points compared to
2019 and is illustrated on Table 3 on page 31. The magnitude and duration of
this impact will be largely dependent upon the FRB's policy decisions and market
movements. See Table 20 in Item 7A on page 52 for an illustration of the impact
of an interest rate increase or decrease on net interest income as of December
31, 2020.

The provision for credit losses totaled $130.5 million for the year ended
December 31, 2020, which is an increase of $97.7 million, or 297.3%, compared to
the same period in 2019. This change is the result of the adoption of the CECL
standard and applying this methodology for computing the allowance for credit
losses, coupled with the impacts of the current and forecasted economic
environment related to the COVID-19 pandemic. See further discussion in
"Provision and Allowance for Credit Losses" on page 31.

The Company had an increase of $133.4 million, or 31.3%, in noninterest income
in 2020, as compared to 2019, and an increase of $25.1 million, or 6.2%, in
2019, compared to 2018. The increase in 2020 is primarily attributable to an
increase of $118.4 million in Investment securities gains, net, primarily driven
by the $108.8 million gain on the Company's investment in Tattooed Chef, Inc.,
as well as increased fund serving income, and trading and investment banking
income. These are offset by decreases in brokerage and bankcard income. The
change in noninterest income in 2020 from 2019, and 2019 from 2018 is
illustrated in Table 6 on page 35.

Noninterest expense increased in 2020 by $43.1 million, or 5.5%, compared to
2019 and increased by $61.1 million, or 8.5%, in 2019 compared to 2018. The
increase in 2020 is primarily driven by increases in salary and employee
benefits expense, operating losses, and equipment expense. These increases were
offset by a decrease in

                                       26

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marketing and business development expense. The increase in noninterest expense in 2020 from 2019, and 2019 from 2018 is illustrated in Table 7 on page 36.

Net Interest Income



Net interest income is a significant source of the Company's earnings and
represents the amount by which interest income on earning assets exceeds the
interest expense paid on liabilities. The volume of interest earning assets and
the related funding sources, the overall mix of these assets and liabilities,
and the interest rates paid on each affect net interest income. Table 2
summarizes the change in net interest income resulting from changes in volume
and rates for 2020, 2019 and 2018.

Net interest margin, presented in Table 1 on page 28, is calculated as net
interest income on a fully tax- equivalent basis (FTE) as a percentage of
average earning assets. Net interest income is presented on a tax-equivalent
basis to adjust for the tax-exempt status of earnings from certain loans and
investments, which are primarily obligations of state and local governments. A
critical component of net interest income and related net interest margin is the
percentage of earning assets funded by interest-free sources. Table 3 analyzes
net interest margin for the three years ended December 31, 2020, 2019 and
2018. Net interest income, average balance sheet amounts and the corresponding
yields earned and rates paid for the years 2018 through 2020 are presented in
Table 1 below.

                                       27

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The following table presents, for the periods indicated, the average earning
assets and resulting yields, as well as the average interest-bearing liabilities
and resulting yields, expressed in both dollars and rates.

Table 1

THREE YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis)



(in millions)



                                                         2020                                               2019
                                                      Interest                                           Interest
                                      Average          Income/        Rate Earned/       Average          Income/        Rate Earned/
                                      Balance        Expense (1)        Paid (1)         Balance        Expense (1)        Paid (1)
ASSETS
Loans and loans held for sale
(FTE) (2) (3)                       $  15,126.1     $       586.0             3.87 %   $  12,764.6     $       637.9             5.00 %
Securities:
Taxable                                 5,256.7             105.7             2.01         4,524.9             106.1             2.34
Tax-exempt (FTE)                        4,226.4             126.3             2.99         3,797.0             113.7             3.00
Total securities                        9,483.1             232.0             2.45         8,321.9             219.8             2.64
Federal funds sold and resell
agreements                              1,099.4              11.8             1.08           535.4              13.8             2.59
Interest-bearing due from banks         1,218.9               3.8             0.31           584.8              12.9             2.20
Other earning assets (FTE)                 37.1               1.6             4.28            52.3               2.5             4.79
Total earning assets (FTE)             26,964.6             835.2             3.10        22,259.0             886.9             3.98
Allowance for credit losses              (184.5 )                                           (107.4 )
Cash and due from banks                   440.5                                              454.6
Other assets                            1,347.5                                            1,178.4
Total assets                        $  28,568.1                                        $  23,784.6

LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest-bearing demand and
savings deposits                    $  14,446.2     $        49.1             0.34 %   $  12,161.8     $       138.7             1.14 %
Time deposits under $250,000              488.3               5.0             1.02           366.3               5.6             1.53
Time deposits of $250,000 or more         402.0               4.1             1.02           644.1               9.9             1.54
Total interest-bearing deposits        15,336.5              58.2             0.38        13,172.2             154.2             1.17
Borrowed funds                            137.0               7.3             5.30            69.8               5.2             7.51
Federal funds purchased and
repurchase agreements                   2,023.8              11.8             0.58         1,657.3              32.6             1.96
Total interest-bearing
liabilities                            17,497.3              77.3             0.44        14,899.3             192.0             1.29
Noninterest-bearing demand
deposits                                7,845.6                                            6,132.2
Other                                     420.2                                              301.3
Total                                  25,763.1                                           21,332.8
Total shareholders' equity              2,805.0                                            2,451.8
Total liabilities and
shareholders' equity                $  28,568.1                                        $  23,784.6
Net interest income (FTE)                           $       757.9                                      $       694.9
Net interest spread (FTE)                                                     2.66 %                                             2.69 %
Net interest margin (FTE)                                                     2.81 %                                             3.12 %



(1) Interest income and yields are stated on a fully tax-equivalent (FTE) basis,

using a marginal tax rate of 21% for 2020, 2019, and 2018. The

tax-equivalent interest income and yields give effect to tax-exempt interest


     income net of the disallowance of interest expense, for federal income tax
     purposes related to certain tax-free assets. Rates earned/paid may not
     compute to the rates shown due to presentation in millions. The
     tax-equivalent interest income totaled $26.7 million, $24.0 million, and
     $20.0 million in 2020, 2019, and 2018, respectively.

(2) Loan fees are included in interest income. Such fees totaled $13.7 million,

$14.5 million, and $17.0 million in 2020, 2019, and 2018, respectively.

(3) Loans on nonaccrual are included in the computation of average

balances. Interest income on these loans is also included in loan income.




                                       28

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THREE YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis)



(in millions)



                                                                          2018
                                                                       Interest
                                                      Average          Income/          Rate Earned/
                                                      Balance        Expense (1)          Paid (1)
ASSETS
Loans and loans held for sale (FTE) (2) (3)         $  11,606.5     $        559.4               4.82 %
Securities:
Taxable                                                 3,858.8               83.3               2.16
Tax-exempt (FTE)                                        3,505.6               94.1               2.68
Total securities                                        7,364.4              177.4               2.41
Federal funds sold and resell agreements                  178.8                4.8               2.69
Interest-bearing due from banks                           419.8                7.9               1.88
Other earning assets (FTE)                                 49.3                2.5               4.97
Total earning assets (FTE)                             19,618.8              752.0               3.83
Allowance for credit losses                              (100.9 )
Cash and due from banks                                   396.1
Other assets                                            1,085.8
Total assets                                        $  20,999.8

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing demand and savings deposits        $  10,113.3     $         80.9               0.80 %
Time deposits under $250,000                              355.3                3.8               1.07
Time deposits of $250,000 or more                         687.4                7.4               1.08
Total interest-bearing deposits                        11,156.0               92.1               0.83
Borrowed funds                                             68.9                4.7               6.80
Federal funds purchased and repurchase agreements       1,559.1               24.7               1.59
Total interest-bearing liabilities                     12,784.0              121.5               0.95
Noninterest-bearing demand deposits                     5,828.5
Other                                                     192.5
Total                                                  18,805.0
Total shareholders' equity                              2,194.8
Total liabilities and shareholders' equity          $  20,999.8
Net interest income (FTE)                                           $        630.5
Net interest spread (FTE)                                                                        2.88 %
Net interest margin (FTE)                                                                        3.21 %




                                       29

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Table 2

RATE-VOLUME ANALYSIS (in thousands)



This analysis attributes changes in net interest income either to changes in
average balances or to changes in average interest rates for earning assets and
interest-bearing liabilities. The change in net interest income that is due to
both volume and interest rate has been allocated to volume and interest rate in
proportion to the relationship of the absolute dollar amount of the change in
each. All interest rates are presented on a tax-equivalent basis and give effect
to tax-exempt interest income net of the disallowance of interest expense for
federal income tax purposes, related to certain tax-free assets. The loan
average balances and rates include nonaccrual loans.



       Average Volume                 Average Rate                                                Increase (Decrease)
    2020             2019           2020         2019             2020 vs. 2019          Volume          Rate          Total
                                                            Change in interest earned
                                                            on:

$ 15,126,110 $ 12,764,623 3.87 % 5.00 % Loans

$ 106,011     $ (157,899 )   $  (51,888 )
                                                            Securities:

5,256,715 4,524,955 2.01 2.34 Taxable

                15,854        (16,206 )         (352 )
   4,226,363        3,796,983         2.99         3.00     Tax-exempt                     10,048           (292 )        9,756
                                                            Federal funds and resell
   1,099,447          535,393         1.08         2.59     agreements                      9,107        (11,110 )       (2,003 )
                                                            

Interest-bearing due from


   1,218,919          584,756         0.31         2.20     banks                           7,267        (16,405 )       (9,138 )
      37,086           52,306         4.28         4.79     Trading securities               (569 )         (209 )         (778 )
  26,964,640       22,259,016         3.10         3.98     Total                         147,718       (202,121 )      (54,403 )
                                                            Change in interest
                                                            incurred on:

15,336,492 13,172,181 0.38 1.17 Interest-bearing deposits 21,986 (117,964 ) (95,978 )


                                                            Federal funds and
   2,023,813        1,657,283         0.58         1.96     repurchase agreements           5,988        (26,754 )      (20,766 )
     136,957           69,809         5.30         7.51     Borrowed Funds                  3,906         (1,889 )        2,017
$ 17,497,262     $ 14,899,273         0.44 %       1.29 %   Total                          31,880       (146,607 )     (114,727 )
                                                            Net interest income         $ 115,838     $  (55,514 )   $   60,324




       Average Volume                 Average Rate                                            Increase (Decrease)
    2019             2018           2019         2018            2019 vs. 2018         Volume        Rate          Total
                                                            Change in interest
                                                            earned on:

$ 12,764,623 $ 11,606,544 5.00 % 4.82 % Loans

$ 57,315 $ 21,179 $ 78,494


                                                            Securities:

4,524,955 3,858,829 2.34 2.16 Taxable

             15,206         7,514        22,720

3,796,983 3,505,602 3.00 2.68 Tax-exempt


             6,539         9,114        15,653
                                                            Federal funds and
     535,393          178,801         2.59         2.69     resell agreements            9,227          (192 )       9,035
                                                            Interest-bearing due
     584,756          419,768         2.20         1.88     from banks                   3,477         1,495         4,972
      52,306           49,345         4.79         4.97     Trading securities             146           (89 )          57

22,259,016 19,618,889 3.98 3.83 Total

             91,910        39,021       130,931
                                                            Change in interest
                                                            incurred on:
                                                            Interest-bearing
  13,172,181       11,156,002         1.17         0.83     deposits                    18,745        43,346        62,091
                                                            Federal funds and
   1,657,283        1,559,149         1.96         1.59     repurchase agreements        1,635         6,181         7,816
      69,809           68,814         7.51         6.80     Borrowed Funds                  69           496           565
$ 14,899,273     $ 12,783,965         1.29 %       0.95 %   Total          

            20,449        50,023        70,472
                                                            Net interest income       $ 71,461     $ (11,002 )   $  60,459




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Table 3

ANALYSIS OF NET INTEREST MARGIN (in thousands)





                                                    2020             2019             2018
Average earning assets                          $ 26,964,640     $ 22,259,016     $ 19,618,889
Interest-bearing liabilities                      17,497,262       14,899,273       12,783,965
Interest-free funds                             $  9,467,378     $  7,359,743     $  6,834,924
Free funds ratio (interest free funds to
average earning assets)                                35.11 %          33.06 %          34.84 %
Tax-equivalent yield on earning assets                  3.10 %           3.98 %           3.83 %
Cost of interest-bearing liabilities                    0.44             1.29             0.95
Net interest spread                                     2.66 %           2.69 %           2.88 %
Benefit of interest-free funds                          0.15             0.43             0.33
Net interest margin                                     2.81 %           3.12 %           3.21 %




The Company experienced an increase in net interest income of $60.3 million, or
9.0%, for the year ended December 31, 2020, compared to 2019. This follows an
increase of $60.5 million, or 9.9%, for the year ended December 31, 2019,
compared to 2018. Average earning assets for the year ended December 31, 2020
increased by $4.7 billion, or 21.1%, compared to the same period in 2019. Net
interest margin, on a tax-equivalent basis, decreased to 2.81% for 2020 compared
to 3.12% in 2019.

The Company funds a significant portion of its balance sheet with
noninterest-bearing demand deposits. Noninterest-bearing demand deposits
represented 36.5%, 32.1% and 34.6% of total outstanding deposits at December 31,
2020, 2019 and 2018, respectively. As illustrated in Table 3, the impact from
these interest-free funds was 15 basis points in 2020, as compared to 43 basis
points in 2019 and 33 basis points in 2018.

The Company has experienced an increase in net interest income during 2020 due
to a volume variance of $115.8 million, offset by a negative rate variance of
$55.5 million. The average rate on earning assets during 2020 has decreased by
88 basis points, while the average rate on interest-bearing liabilities
decreased by 85 basis points, resulting in a three basis-point decrease in
spread. The volume of loans has increased from an average of $12.8 billion in
2019 to an average of $15.1 billion in 2020 driven both by organic loan growth
and participation in the PPP loan program. The volume of interest-bearing
liabilities increased from $14.9 billion in 2019 to $17.5 billion in 2020. The
Company expects to see continued volatility in the economic markets and
government responses to these changes as a result of the COVID-19
pandemic. These changing conditions and governmental responses could have
impacts on the balance sheet and income statement of the Company in
2021. Loan-related earning assets tend to generate a higher spread than those
earned in the Company's investment portfolio. By design, the Company's
investment portfolio is moderate in duration and liquid in its composition of
assets.

During 2021, approximately $1.8 billion of available-for-sale securities are
expected to have principal repayments.  This includes approximately $592 million
which will have principal repayments during the first quarter of 2021.  The
available-for-sale investment portfolio had an average life of 70.1 months, 70.9
months, and 56.8 months as of December 31, 2020, 2019, and 2018, respectively.

Provision and Allowance for Credit Losses



The ACL represents management's judgment of total expected losses included in
the Company's loan portfolio as of the balance sheet date. The Company's process
for recording the ACL is based on the evaluation of the Company's lifetime
historical loss experience, management's understanding of the credit quality
inherent in the loan portfolio, and the impact of the current economic
environment, coupled with reasonable and supportable economic forecasts.

A mathematical calculation of an estimate is made to assist in determining the
adequacy and reasonableness of management's recorded ACL. To develop the
estimate, the Company follows the guidelines in Accounting Standards
Codification (ASC) Topic 326, Financial Instruments - Credit Losses (ASC
326). The estimate reserves for assets held at amortized cost and any related
credit deterioration in the Company's available-for-sale debt security
portfolio. Assets held at amortized cost include the Company's loan book and
held-to-maturity security portfolio.

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The process involves the consideration of quantitative and qualitative factors
relevant to the specific segmentation of loans. These factors have been
established over decades of financial institution experience and include
economic observation and loan loss characteristics. This process is designed to
produce a lifetime estimate of the losses, at a reporting date, that includes
evaluation of historical loss experience, current economic conditions,
reasonable and supportable forecasts, and the qualitative framework outlined by
the Office of the Comptroller of the Currency in the published 2020 Interagency
Policy Statement. This process allows management to take a holistic view of the
recorded ACL reserve and ensure that all significant and pertinent information
is considered.

The Company considers a variety of factors to ensure the safety and soundness of
its estimate including a strong internal control framework, extensive
methodology documentation, credit underwriting standards which encompass the
Company's desired risk profile, model validation, and ratio analysis. If the
Company's total ACL estimate, as determined in accordance with the approved ACL
methodology, is either outside a reasonable range based on review of economic
indicators or by comparison of historical ratio analysis, the ACL estimate is an
outlier and management will investigate the underlying reason(s). Based on that
investigation, issues or factors that previously had not been considered may be
identified in the estimation process, which may warrant adjustments to estimated
credit losses.

The ending result of this process is a recorded consolidated ACL that represents
management's best estimate of the total expected losses included in the loan
portfolio, held-to-maturity securities, and credit deterioration in
available-for-sale securities.

Table 4 presents the components of the allowance by loan portfolio segment. The
Company manages the ACL against the risk in the entire loan portfolio and
therefore, the allocation of the ACL to a particular loan segment may change in
the future. Management of the Company believes the present ACL is adequate
considering the Company's loss experience, delinquency trends and current
economic conditions. Future economic conditions and borrowers' ability to meet
their obligations, however, are uncertainties which could affect the Company's
ACL and/or need to change its current level of provision. For more information
on loan portfolio segments and ACL methodology refer to Note 3, "Loans and
Allowance for Credit Losses," in the Notes to the Consolidated Financial
Statements.

Table 4

ALLOCATION OF ALLOWANCE FOR CREDIT LOSSES (in thousands)



This table presents an allocation of the allowance for credit losses by loan
portfolio segment, which represents the total expected losses derived by both
quantitative and qualitative methods. The amounts presented are not necessarily
indicative of actual future charge-offs in any particular category and are
subject to change. The disclosure as of December 31, 2020 and 2019 are presented
based on the loan classes upon adoption of ASC 326, while prior period amounts
continue to be presented in accordance with the loan classes under previously
applicable GAAP.



                                   December 31,
Loan Category                   2020          2019
Commercial and industrial     $ 122,700     $  63,313
Specialty lending                 5,219         2,545
Commercial real estate           61,931        15,951
Consumer real estate              6,586         2,623
Consumer                          1,480           543
Credit cards                     15,786        15,739
Leases and other                  2,271         1,074
Held-to-maturity securities       2,610             -
Total allowance               $ 218,583     $ 101,788


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                              December 31,
Loan Category       2018          2017          2016
Commercial        $  80,888     $  81,156     $ 71,657
Real estate          13,664         9,312       10,569
Consumer              9,071        10,083        9,311
Leases                   12            53          112

Total allowance $ 103,635 $ 100,604 $ 91,649

Table 5 presents a five-year summary of the Company's ACL. Also, please see "Quantitative and Qualitative Disclosures About Market Risk - Credit Risk Management" on page 54 in this report for information relating to nonaccrual, past due, restructured loans, and other credit risk matters. For more information on loan portfolio segments and ACL methodology refer to Note 3, "Loans and Allowance for Credit Losses," in the Notes to the Consolidated Financial Statements.



As illustrated in Table 5 below, the ACL increased as a percentage of total
loans to 1.34% as of December 31, 2020, compared to 0.76% as of December 31,
2019. The provision for credit losses, including provision for off-balance sheet
credit exposures, totaled $130.5 million for the year ended December 31, 2020,
which is an increase of $97.7 million, or 297.3%, compared to the same period in
2019. This increase is the result of the adoption of the CECL standard and
applying this methodology for computing the allowance for credit losses, coupled
with the impacts of the current and forecasted economic environment related to
the COVID-19 pandemic. The provision for loan losses totaled $32.9 million and
$70.8 million for the years ended December 31, 2019 and 2018, respectively.

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Table 5

ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES (in thousands)





                                           2020             2019             2018             2017             2016
Allowance - January 1                  $    101,788     $    103,635     $    100,604     $     91,649     $     81,143
Cumulative effect adjustment(1)               9,030                -                -                -                -
Adjusted allowance - January 1              110,818          103,635          100,604           91,649           81,143
Provision for credit losses                 127,890           32,850           70,750           41,000           32,500
Charge-offs:
Commercial                                   (8,587 )        (19,267 )        (15,110 )        (26,708 )        (11,745 )
Specialty lending                                 -          (16,813 )        (48,828 )           (648 )           (513 )
Commercial real estate                      (11,939 )           (392 )         (3,185 )           (534 )         (5,973 )
Consumer real estate                           (219 )            (52 )           (243 )           (458 )           (783 )
Consumer                                       (607 )           (909 )         (1,143 )           (948 )           (843 )
Credit cards                                 (7,326 )         (8,647 )         (9,034 )         (9,310 )         (8,966 )
Leases and other                                (11 )              -                -                -                -
Total charge-offs                           (28,689 )        (46,080 )        (77,543 )        (38,606 )        (28,823 )
Recoveries:
Commercial and industrial                     6,473            3,579            6,661            3,168            3,596
Specialty lending                                 -            3,992                -                -                -
Commercial real estate                           91              738              197              681              839
Consumer real estate                             69              384              248              285              146
Consumer                                        307              509              898              533              518
Credit cards                                  1,618            2,181            1,820            1,894            1,730
Leases and other                                  6                -                -                -                -
Total recoveries                              8,564           11,383            9,824            6,561            6,829
Net charge-offs                             (20,125 )        (34,697 )        (67,719 )        (32,045 )        (21,994 )
Allowance for credit losses - end of
period                                 $    218,583     $    101,788     $    103,635     $    100,604     $     91,649
Allowance for credit losses on loans   $    215,973     $    101,788     $    103,635     $    100,604     $     91,649
Allowance for credit losses on
held-to-maturity securities                   2,610                -                -                -                -
Loans at end of year, net of
unearned interest                        16,103,651       13,431,722       12,178,150       11,280,514       10,540,383
Held-to-maturity securities at end
of period                                 1,014,614        1,116,102        1,170,646        1,261,014        1,115,932
Total assets at amortized cost           17,118,265       14,547,824       13,348,796       12,541,528       11,656,315
Average loans, net of unearned
interest                                 15,109,392       12,759,387       11,604,633       10,841,486        9,986,151
Allowance for credit losses on loans
to loans at end of period                      1.34 %           0.76 %           0.85 %           0.89 %           0.87 %
Allowance for credit losses - end of
period to total assets at amortized
cost                                           1.28 %         N/A(1)           N/A(1)           N/A(1)           N/A(1)
Allowance as a multiple of net
charge-offs                                  10.86x            2.93x            1.53x            3.14x            4.17x
Net charge-offs to average loans               0.13 %           0.27 %           0.58 %           0.30 %           0.22 %



(1) Related to the adoption of ASU No. 2016-13. See Note 2, "New Accounting

Pronouncements", for further detail.

Noninterest Income



A key objective of the Company is the growth of noninterest income to provide a
diverse source of revenue not directly tied to interest rates.  Fee-based
services are typically non-credit related and are not generally affected by
fluctuations in interest rates. Noninterest income increased in 2020 by $133.4
million, or 31.3%, compared to 2019 and increased in 2019 by $25.1 million, or
6.2%, compared to 2018. The increase in 2020 is primarily attributable to an
increase in investment securities gains, net, fund servicing income, and trading
and investment banking income. These are offset by decreases in brokerage and
bankcard income. The increase in 2019 is

                                       34

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primarily attributable to trading and investment banking, brokerage, trust and securities processing, company-owned life insurance, and derivative income.



The Company's fee-based services offer multiple products and services, which
management believes will more closely align with customer product demands. The
Company is currently emphasizing fee-based services including trust and
securities processing, bankcard, securities trading and brokerage and cash and
treasury management. Management believes that it can offer these products and
services both efficiently and profitably, as most have common platforms and
support structures.

Table 6

SUMMARY OF NONINTEREST INCOME (in thousands)





                                       Year Ended December 31,                Dollar Change             Percent Change
                                  2020          2019          2018          20-19        19-18         20-19        19-18
Trust and securities
processing                      $ 194,646     $ 176,913     $ 172,163     $  17,733     $  4,750          10.0 %       2.8 %
Trading and investment
banking                            32,945        23,466        15,584         9,479        7,882          40.4        50.6
Service charges on deposit
accounts                           83,879        82,748        84,287         1,131       (1,539 )         1.4        (1.8 )
Insurance fees and
commissions                         1,369         1,634         1,292          (265 )        342         (16.2 )      26.5
Brokerage fees                     24,350        31,261        25,807        (6,911 )      5,454         (22.1 )      21.1
Bankcard fees                      60,544        66,727        68,520        (6,183 )     (1,793 )        (9.3 )      (2.6 )
Investment securities gains,
net                               120,634         2,245         3,521       118,389       (1,276 )     5,273.5       (36.2 )
Other                              41,799        41,776        30,524            23       11,252           0.1        36.9
Total noninterest income        $ 560,166     $ 426,770     $ 401,698     $ 133,396     $ 25,072          31.3 %       6.2 %



Noninterest income and the year-over-year changes in noninterest income are summarized in Table 6 above. The dollar change and percent change columns highlight the respective net increase or decrease in the categories of noninterest income in 2020 compared to 2019, and in 2019 compared to 2018.



Trust and securities processing income consists of fees earned on personal and
corporate trust accounts, custody of securities services, trust investments and
wealth management services, and mutual fund assets servicing. This income
category increased by $17.7 million, or 10.0% in 2020, compared to 2019, and
increased by $4.8 million, or 2.8%, in 2019, compared to 2018. During 2020, fund
services income increased $10.6 million and corporate trust income increased
$7.2 million. During 2019, corporate trust revenue increased $6.9 million,
partially offset by a decrease of $1.4 million in fee income from fund services
fees.

Trading and investment banking income increased $9.5 million, or 40.4%, in 2020
compared to 2019 and increased $7.9 million, or 50.6%, in 2019 compared to
2018. The increase in 2020 compared to 2019 and the increase in 2019 compared to
2018 was driven by increased bond trading income.

Brokerage fees decreased $6.9 million, or 22.1%, in 2020 compared to 2019 but
increased $5.5 million, or 21.1%, in 2019 compared to 2018. The decrease in 2020
was driven by lower 12b-1 fees related to the reduction in interest rates during
the year. The increase from 2018 to 2019 primarily due to an increase in money
market and 12b-1 income driven by an increase in volume and interest rates.

Bankcard fees decreased $6.2 million, or 9.3%, in 2020 compared to 2019, and
decreased $1.8 million, or 2.6%, in 2019 compared to 2018. The decrease in 2020
compared to 2019 was primarily driven by decreased interchange income, offset by
decreased rewards and rebate expense. The decrease in 2019 compared to 2018 was
primarily driven by increased rebate expense.

Investment securities gains, net increased $118.4 million in 2020 compared to
2019 but decreased by $1.3 million in 2019 compared to 2018. The increase in
2020 was driven by the $108.8 million gain on the Company's investment in
Tattooed Chef, Inc., an increase of $3.9 million in gains on equity securities
without readily determinable fair values, and an increase of $3.8 million in
gains on sales of available-for-sale securities. The decrease in 2019 was driven
by a decrease in gains on equity securities without readily determinable fair
values of $3.9 million, offset by an increase in gains on sale of
available-for-sale securities of $2.6 million.

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Other noninterest income is flat in 2020 compared to 2019 and increased $11.3
million, or 36.9%, in 2019 compared to 2018. The increase from 2018 to 2019 was
primarily due to an increase in company-owned life insurance income and
derivative income. Changes in company-owned life insurance are offset by
proportionate changes in deferred compensation expense noted below.

Noninterest Expense



Noninterest expense increased in 2020 by $43.1 million, or 5.5%, compared to
2019 and increased in 2019 by $61.1 million, or 8.5%, compared to 2018. From
2019 to 2020 the increases were driven by salary and employee benefits expense,
other miscellaneous expense, and equipment expense, offset by a decrease in
marketing and business development expense. The main drivers of the increase
from 2018 to 2019 were salary and employee benefits expense, processing fees,
and equipment expense. Table 7 below summarizes the components of noninterest
expense and the respective year-over-year changes for each category.

Table 7

SUMMARY OF NONINTEREST EXPENSE (in thousands)





                                       Year Ended December 31,                Dollar Change            Percent Change
                                  2020          2019          2018          20-19        19-18        20-19       19-18
Salaries and employee
benefits                        $ 495,464     $ 461,445     $ 419,091     $  34,019     $ 42,354          7.4 %     10.1 %
Occupancy, net                     47,476        47,771        45,239          (295 )      2,532         (0.6 )      5.6
Equipment                          85,719        79,086        75,184         6,633        3,902          8.4        5.2
Supplies and services              15,537        18,699        16,103        (3,162 )      2,596        (16.9 )     16.1
Marketing and business
development                        14,679        26,257        24,372       (11,578 )      1,885        (44.1 )      7.7
Processing fees                    54,213        52,198        46,977         2,015        5,221          3.9       11.1
Legal and consulting               29,765        31,504        29,859        (1,739 )      1,645         (5.5 )      5.5
Bankcard                           18,954        17,750        17,514         1,204          236          6.8        1.3
Amortization of other
intangible assets                   6,517         5,506         5,764         1,011         (258 )       18.4       (4.5 )
Regulatory fees                    10,279        11,489        12,695        (1,210 )     (1,206 )      (10.5 )     (9.5 )
Other                              43,402        27,155        25,002        16,247        2,153         59.8        8.6
Total noninterest expense       $ 822,005     $ 778,860     $ 717,800     $  43,145     $ 61,060          5.5 %      8.5 %




Salaries and employee benefits expense increased $34.0 million, or 7.4%, in 2020
compared to 2019 and $42.4 million, or 10.1%, in 2019 compared to 2018. In 2020,
bonus and commission expense increased $23.6 million, or 25.3%, driven by
business volumes and revenue growth, and higher company performance. Salary and
wage expense increased $12.1 million, or 4.3%. These increases were offset by a
decrease in employee benefits expense of $1.7 million, or 2.1%. In 2019,
employee benefit expense increased $16.1 million, or 23.8%, driven by higher
deferred compensation expense. Salary and wage expense increased $14.4 million,
or 5.3%, and bonus and commission expense increased $11.9 million, or 14.6%.

Equipment expense increased $6.6 million, or 8.4%, and $3.9 million, or 5.2% in
2020 and 2019, respectively. This increase is driven by increased computer
hardware and software expenses for the ongoing investments in digital channel
and integrated platform solutions to support business growth and the continued
modernization of the Company's core systems in both years.

Marketing and business development expense decreased $11.6 million, or 44.1%, in
2020 compared to 2019, but increased $1.9 million, or 7.7%, in 2019 compared to
2018. The decrease in 2020 is driven by reduced travel and entertainment
expenses and business development expense related to the COVID-19 pandemic. The
increase in 2019 was driven by the timing of advertising and business
development projects and higher travel expenses as compared to 2018.

Processing fees expense increased $2.0 million, or 3.9%, in 2020 compared to
2019, and increased $5.2 million, or 11.1%, in 2019 compared to 2018. The
increases in 2020 and 2019 are primarily driven by ongoing investments in
digital channel and integrated platform solutions to support business growth and
the continued modernization of the Company's core systems.

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Other noninterest expense increased $16.2 million, or 59.8%, and increased $2.2
million, or 8.6%, in 2020 and 2019, respectively. The increase in 2020 is
primarily driven by higher operational losses and derivative expense. The
increase in 2019 is primarily driven by higher operational losses, offset by
lower other real estate and repossession expenses as compared to 2018.

Income Taxes



Income tax expense for continuing operations totaled $52.4 million, $42.4
million, and $27.3 million in 2020, 2019, and 2018 respectively. These amounts
equate to effective tax rates of 15.5%, 14.8%, and 12.2% for 2020, 2019 and
2018, respectively. The increase in the effective tax rate from 2019 to 2020 is
primarily attributable to a smaller portion of pre-tax income being earned from
tax-exempt municipal securities. The increase in the effective tax rate from
2018 to 2019 is primarily attributable to a discrete tax benefit of $5.1 million
related to 2017 federal provision-to-return adjustments recorded in 2018 with no
corresponding adjustment in 2019. Of this amount, $5.0 million was due to the
remeasurement of deferred tax assets and liabilities upon completion of the 2017
federal tax return during the fourth quarter of 2018.

For further information on income taxes refer to Note 17, "Income Taxes," in the Notes to the Consolidated Financial Statements.

Business Segments



The Company has strategically aligned its operations into the following three
reportable segments: Commercial Banking, Institutional Banking, and Personal
Banking (collectively, the Business Segments). Senior executive officers
regularly evaluate Business Segment financial results produced by the Company's
internal reporting system in deciding how to allocate resources and assess
performance for individual Business Segments.  Prior to 2020, the Company had
the following four Business Segments: Commercial Banking, Institutional Banking,
Personal Banking, and Healthcare Services. In the first quarter of 2020, the
Company merged the Healthcare Services segment into the Institutional Banking
segment to better reflect how the Company's core businesses, products and
services are currently being evaluated by management. The management accounting
system assigns balance sheet and income statement items to each Business Segment
using methodologies that are refined on an ongoing basis. For comparability
purposes, amounts in all periods are based on methodologies in effect at
December 31, 2020. Previously reported results have been reclassified in this
Form 10-K to conform to the Company's current organizational structure.

Table 8

COMMERCIAL BANKING OPERATING RESULTS (in thousands)





                                          Year Ended             Dollar       Percent
                                         December 31,            Change        Change
                                      2020          2019          20-19        20-19
Net interest income                 $ 475,425     $ 412,232     $  63,193         15.3 %
Provision for credit losses           119,424        26,159        93,265        356.5
Noninterest income                    189,412        81,609       107,803        132.1
Noninterest expense                   272,283       267,345         4,938          1.8
Income before taxes                   273,130       200,337        72,793         36.3
Income tax expense                     42,223        29,679        12,544         42.3

Income from continuing operations $ 230,907 $ 170,658 $ 60,249

      35.3 %




For the year ended December 31, 2020, Commercial Banking income from continuing
operations increased by $60.2 million, or 35.3%, to $230.9 million compared to
the same period in 2019.  Net interest income increased $63.2 million, or 15.3%,
for the year ended December 31, 2020, compared to the same period last year,
primarily driven by strong loan growth, and earning asset mix
changes. Commercial Banking added loans with an average balance of $1.0 billion
and loan interest income of $29.5 million related to the PPP during
2020. Provision for credit losses increased by $93.3 million as compared to 2019
due to adoption of CECL, coupled with the current economic environment and
reasonable and supportable economic forecasts. The impacts of the COVID-19
pandemic are key elements of these forecasts. Noninterest income increased
$107.8 million, or 132.1%, over the same period in 2019 primarily due to a gain
on Tattooed Chef, Inc. of $108.8 million, recognized in the fourth quarter of
2020.

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Additionally, there was an increase of $1.2 million in derivative income. These
increases were offset by a decrease of $2.7 million in bankcard fees due to
driven by decreased interchange income. Noninterest expense increased $4.9
million, or 1.8%, as compared to the same period in 2019. This increase was
driven by an increase of $12.8 million in operational losses in 2020 and an
increase of $1.1 million in salary and employee benefit expense. These increases
were partially offset by a decrease of $4.6 million in marketing and business
development expense due to decreased travel and entertainment expense as a
result of the COVID-19 pandemic, a decrease of $2.7 million in technology,
service, and overhead expenses, and a decrease of $1.1 million in processing
fees.

Table 9

INSTITUTIONAL BANKING OPERATING RESULTS (in thousands)





                                          Year Ended             Dollar       Percent
                                         December 31,            Change        Change
                                      2020          2019          20-19        20-19
Net interest income                 $ 106,856     $ 126,591     $ (19,735 )      (15.6 )%
Provision for credit losses               882           975           (93 )       (9.5 )
Noninterest income                    254,874       232,444        22,430          9.6
Noninterest expense                   286,635       268,423        18,212          6.8
Income before taxes                    74,213        89,637       (15,424 )      (17.2 )
Income tax expense                     11,472        13,280        (1,808 )      (13.6 )
Income from continuing operations   $  62,741     $  76,357     $ (13,616 )      (17.8 )%




For the year ended December 31, 2020, Institutional Banking income from
continuing operations decreased $13.6 million, or 17.8%, compared to the same
period last year.  Net interest income decreased $19.7 million, or 15.6%,
compared to the same period last year, due to a decrease in funds transfer
pricing driven by lower interest rates.  Noninterest income increased $22.4
million, or 9.6%, primarily due to increases of $12.3 million in bond trading
income, $8.0 million in fund services income and $7.2 million in corporate trust
income, both recorded in trust and securities processing revenue, and $4.8
million in service charges on deposit accounts due to healthcare customer
transfer and conversion fees. These increases were partially offset by a
decrease of $7.2 million in brokerage fees primarily due to lower 12b-1 fee
income and a decrease of $4.0 million in bankcard fees driven by lower
interchange income. Noninterest expense increased $18.2 million, or 6.8%,
primarily driven by increases of $8.4 million in technology, service, and
overhead expenses, $8.3 million in salary and employee benefits expense, $2.3
million in bankcard expense, and increased amortization expense of $1.7 million.
These increases were partially offset by a decrease of $2.6 million in
marketing and business development expense due to decreased travel and
entertainment expense as a result of the COVID-19 pandemic.

Table 10

PERSONAL BANKING OPERATING RESULTS (in thousands)





                                        Year Ended             Dollar      Percent
                                       December 31,            Change       Change
                                    2020          2019         20-19        20-19
Net interest income               $ 148,948     $ 132,082     $ 16,866         12.8 %
Provision for credit losses          10,194         5,716        4,478         78.3
Noninterest income                  115,880       112,717        3,163          2.8
Noninterest expense                 263,087       243,092       19,995          8.2
Loss before taxes                    (8,453 )      (4,009 )     (4,444 )     (110.9 )
Income tax benefit                   (1,307 )        (594 )       (713 )     (120.0 )
Loss from continuing operations   $  (7,146 )   $  (3,415 )   $ (3,731 )     (109.3 )%




For the year ended December 31, 2020, Personal Banking recognized a net loss
from continuing operations of $7.1 million, a decrease of $3.7 million as
compared to the same period last year.  Net interest income increased $16.9
million, or 12.8%, compared to the same period last year due to increased loan
balances. Provision for credit losses increased $4.5 million due to the adoption
of CECL, coupled with the current economic environment and reasonable and
supportable economic forecasts. The impacts of the COVID-19 pandemic are key
elements of these forecasts. Noninterest income increased $3.2 million, or 2.8%,
primarily driven by an increase of $3.1 million in

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equity earnings on alternative investments, and an increase of $2.9 million on
gains on the sale of mortgage originations. These increases were partially
offset by a decrease of $2.6 million in deposit service charges. Noninterest
expense increased $20.0 million, or 8.2%, primarily due to an increase of $11.1
million in technology, service, and overhead expense for investments to support
growth across the segment's lines of business, an increase of $8.1 million in
salary and employee benefits expense, an increase of $2.3 million in other
expense due to higher operational losses in 2020, and an increase of $2.3
million in legal expense. These increases were partially offset by a decrease of
$2.0 million in marketing and business development due to decreased travel and
entertainment expense as a result of the COVID-19 pandemic, and a decrease of
$2.0 million in supplies and services expense.

Balance Sheet Analysis

Loans and Loans Held For Sale



Loans represent the Company's largest source of interest income. Loan balances
held for investment increased by $2.7 billion, or 19.9%, in 2020. This increase
was primarily driven by an increase of $1.4 billion, or 24.7%, in commercial
loans, $765.5 million, or 14.9%, in commercial real estate loans, and $551.7
million, or 39.6%, in consumer real estate loans. The increase in commercial
loans is largely driven by the Company's participation in the PPP. PPP loans
totaled $1.3 billion as of December 31, 2020.

Table 11

ANALYSIS OF LOANS BY TYPE (in thousands)





                                                            December 31,
                              2020             2019             2018             2017             2016
Commercial and
industrial                $  7,062,074     $  5,661,464     $  5,042,697     $  4,412,391     $  4,233,341
Specialty lending              511,300          493,854          687,118          581,508          374,381
Commercial real estate       5,908,934        5,143,424        4,477,053        4,258,973        3,898,916
Consumer real estate         1,945,494        1,393,827        1,235,461        1,286,145        1,260,144
Consumer                       117,986          133,474          144,785          151,783          139,562
Credit cards                   366,968          408,980          397,316          424,988          416,833
Leases and other               190,895          196,699          193,720          164,725          217,206
Loans before allowance
and loans held for sale     16,103,651       13,431,722       12,178,150       11,280,513       10,540,383
Allowance for credit
losses on loans               (215,973 )       (101,788 )       (103,635 )       (100,604 )        (91,649 )
Net loans                   15,887,678       13,329,934       12,074,515       11,179,909       10,448,734
Loans held for sale              6,708            7,803            3,192            1,460            5,279
Net loans and loans
held for sale             $ 15,894,386     $ 13,337,737     $ 12,077,707

$ 11,181,369 $ 10,454,013



As a % of total loans
and loans held for sale
Commercial and
industrial                       43.84 %          42.13 %          41.40 %          39.11 %          40.14 %
Specialty lending                 3.17             3.68             5.64             5.15             3.55
Commercial real estate           36.68            38.27            36.75            37.75            36.97
Consumer real estate             12.08            10.37            10.14            11.40            11.95
Consumer                          0.73             0.99             1.19             1.35             1.33
Credit cards                      2.28             3.04             3.26             3.77             3.95
Leases and other                  1.18             1.46             1.59             1.46             2.06
Total                            99.96            99.94            99.97            99.99            99.95
Loans held for sale               0.04             0.06             0.03             0.01             0.05
Total loans and loans
held for sale                   100.00 %         100.00 %         100.00 %         100.00 %         100.00 %



Included in Table 11 is a five-year breakdown of loans by type. Commercial & industrial loans and commercial real estate loans continue to represent the largest segments of the Company's loan portfolio, comprising


                                       39

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approximately 43.8% and 36.7%, respectively, of total loans and loans held for
sale at the end of 2020 and 42.1% and 38.3%, respectively, of total loans and
loans held for sale at the end of 2019.

Commercial loans represent the largest percent of total loans. Commercial loans
at December 31, 2020 have increased $1.4 billion, or 24.7%, as compared to
December 31, 2019, to 43.8% of total loans. Commercial loans represented 42.1%
of total loans at December 31, 2019. The increase in commercial loans is largely
driven by the Company's participation in the PPP. PPP loans totaled $1.3 billion
as of December 31, 2020.

As a percentage of total loans, commercial real estate now comprises 36.7% of
total loans compared to 38.3% in 2019. Commercial real estate loans increased
$765.5 million, or 14.9%, compared to 2019. Generally, these loans are made for
investment and real estate development or working capital and business expansion
purposes and are primarily secured by real estate with a maximum loan-to-value
of 80%. Most of these properties are non-owner occupied and have guarantees as
additional security.

Consumer real estate loans increased $551.7 million, or 39.6%, and represented
12.1% of total loans. Specialty lending loans increased $17.4 million, or 3.5%,
and represented 3.2% of total loans as of December 31, 2020.

Nonaccrual, past due and restructured loans are discussed under "Quantitative
and Qualitative Disclosure about Market Risk - Credit Risk Management" in Item
7A on page 54 of this report.

Investment Securities

The Company's investment portfolio contains trading, available-for-sale (AFS),
and held-to-maturity (HTM) securities as well as FRB stock, Federal Home Loan
Bank (FHLB) stock, and other miscellaneous investments. Investment securities
totaled $10.6 billion as of December 31, 2020 and $8.7 billion as of December
31, 2019 and comprised 34.0% and 35.1% of the Company's earning assets,
respectively, as of those dates.

The Company's AFS securities portfolio comprised 87.4% of the Company's
investment securities portfolio at December 31, 2020, compared to 85.4% at
December 31, 2019. The Company's AFS securities portfolio provides liquidity as
a result of the composition and average life of the underlying securities. This
liquidity can be used to fund loan growth or to offset the outflow of
traditional funding sources. The average life of the AFS securities portfolio
decreased from 70.9 months at December 31, 2019 to 70.1 months at December 31,
2020. In addition to providing a potential source of liquidity, the AFS
securities portfolio can be used as a tool to manage interest rate
sensitivity. The Company's goal in the management of its AFS securities
portfolio is to maximize return within the Company's parameters of liquidity
goals, interest rate risk and credit risk.

Management expects collateral pledging requirements for public funds, loan
demand, and deposit funding to be the primary factors impacting changes in the
level of AFS securities. There were $7.8 billion of AFS securities pledged to
secure U.S. Government deposits, other public deposits, certain trust deposits,
derivative transactions, and repurchase agreements at December 31, 2020. Of this
amount, securities with a market value of $371.5 million at December 31, 2020
were pledged at the Federal Reserve Discount Window but were unencumbered as of
that date.

The Company's HTM securities portfolio consists of private placement bonds,
which are issued primarily to refinance existing revenue bonds in the healthcare
and education sectors. The HTM portfolio totaled $1.0 billion as of December 31,
2020, a decrease of $101.5 million, or 9.1%, from December 31, 2019. The average
life of the HTM portfolio was 6.1 years at December 31, 2020, compared to 6.3
years at December 31, 2019.

The securities portfolio generates the Company's second largest component of
interest income. The AFS and HTM securities portfolios achieved an average yield
on a tax-equivalent basis of 2.45% for 2020, compared to 2.64% in 2019, and
2.41% in 2018. Securities available for sale had a net unrealized gain of $412.0
million at year-end, compared to a net unrealized gain of $123.4 million the
preceding year. This market value change primarily reflects the impact of a
larger portfolio size and declining market interest rates as of December 31,
2020, compared to December 31, 2019. These amounts are reflected, on an
after-tax basis, in the Company's Accumulated other comprehensive income (loss)
in shareholders' equity, as an unrealized gain of $314.5 million at year-end
2020, compared to an unrealized gain of $93.7 million for 2019. The AFS
securities portfolio contains securities that have unrealized losses (see the
table of these securities in Note 4, "Securities," in the Notes to the
Consolidated Financial Statements on page 92 of this document). The unrealized
losses in the Company's investments in Government

                                       40

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Sponsored Entity (GSE) mortgage-backed securities, State and political
subdivisions, and Corporates were caused by changes in interest rates, and not
from a decline in credit of the underlying issuers. The U.S. Treasury, U.S.
Agency, and GSE mortgage-backed securities are all considered to be
agency-backed securities with no risk of loss as they are either explicitly or
implicitly guaranteed by the U.S. government. The changes in fair value in the
agency-backed portfolios are solely driven by change in interest rates caused by
changing economic conditions. The Company has no knowledge of any underlying
credit issues and the cash flows underlying the debt securities have not changed
and are not expected to be impacted by changes in interest rates. As of December
31, 2020, the Company does not believe the decline in value in these portfolios
is related to credit impairments and instead is due to declining interest
rates. The Company does not have the intent to sell these securities and does
not believe it is more likely than not that the Company will be required to sell
these securities before a recovery of amortized cost. As of December 31, 2020,
there is no ACL related to the Company's available-for-sale securities as the
decline in fair value did not result from credit issues.

Included in Tables 12 and 13 are analyses of the cost, fair value and average
yield (tax-equivalent basis) of securities available for sale and securities
held to maturity.

Table 12

SECURITIES AVAILABLE FOR SALE (in thousands)





December 31, 2020                   Amortized Cost      Fair Value
U.S. Treasury                      $         29,911     $    30,740
U.S. Agencies                                89,554          95,949
Mortgage-backed                           5,266,394       5,468,181
State and political subdivisions          3,424,309       3,623,619
Corporates                                   77,566          81,199
Total                              $      8,887,734     $ 9,299,688




December 31, 2019                   Amortized Cost      Fair Value
U.S. Treasury                      $         63,835     $    64,078
U.S. Agencies                                89,867          93,021
Mortgage-backed                           4,030,688       4,071,794
State and political subdivisions          2,954,276       3,029,917
Corporates                                  185,314         188,552
Total                              $      7,323,980     $ 7,447,362




December 31, 2018                   Amortized Cost      Fair Value
U.S. Treasury                      $        248,494     $   247,130
U.S. Agencies                                   200             199
Mortgage-backed                           3,914,289       3,812,211
State and political subdivisions          2,507,107       2,483,260
Total                              $      6,670,090     $ 6,542,800






                                                 U.S. Treasury Securities                  U.S. Agency Securities
                                                                   Weighted                                 Weighted
December 31, 2020                            Fair Value          Average Yield       Fair Value           Average Yield
Due in one year or less                    $       20,102                  1.03 %   $         202                    1.89 %
Due after 1 year through 5 years                   10,638                  2.59            95,747                    2.68
Due after 5 years through 10 years                      -                     -                 -                       -
Due after 10 years                                      -                     -                 -                       -
Total                                      $       30,740                  1.55 %   $      95,949                    2.67 %




                                       41

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                                                                                               State and Political
                                                 Mortgage-backed Securities                        Subdivisions
                                                                      Weighted                                Weighted
December 31, 2020                             Fair Value           Average Yield          Fair Value        Average Yield
Due in one year or less                    $        171,564                  (3.18 )%   $      226,929                2.21 %
Due after 1 year through 5 years                  2,834,805                   2.19             450,435                2.36
Due after 5 years through 10 years                2,283,389                   1.99             641,051                2.63
Due after 10 years                                  178,423                   1.76           2,305,204                3.37
Total                                      $      5,468,181                   1.93 %    $    3,623,619                3.02 %




                                                Corporates
                                                         Weighted
December 31, 2020                     Fair Value       Average Yield
Due in one year or less              $          -                   - %
Due after 1 year through 5 years           55,249                2.98
Due after 5 years through 10 years         25,950                3.85
Due after 10 years                              -                   -
Total                                $     81,199                3.27 %






                                                 U.S. Treasury Securities                  U.S. Agency Securities
                                                                   Weighted                                 Weighted
December 31, 2019                            Fair Value          Average Yield       Fair Value           Average Yield
Due in one year or less                    $       33,983                  2.69 %   $           -                       - %
Due after 1 year through 5 years                   30,095                  1.56            93,021                    2.67
Due after 5 years through 10 years                      -                     -                 -                       -
Due after 10 years                                      -                     -                 -                       -
Total                                      $       64,078                  2.16 %   $      93,021                    2.67 %




                                                                                                State and Political
                                                  Mortgage-backed Securities                        Subdivisions
                                                                       Weighted                                Weighted
December 31, 2019                             Fair Value             

Average Yield Fair Value Average Yield Due in one year or less

                    $          13,353                    2.50 %   $      218,870                2.23 %
Due after 1 year through 5 years                   2,834,652                    2.31            585,728                2.23
Due after 5 years through 10 years                 1,050,939                    3.03            608,959                2.61
Due after 10 years                                   172,850                    2.81          1,616,360                3.75
Total                                      $       4,071,794                    2.52 %   $    3,029,917                3.11 %




                                                Corporates
                                                         Weighted
December 31, 2019                     Fair Value       Average Yield
Due in one year or less              $          -                   - %
Due after 1 year through 5 years          188,552                2.74
Due after 5 years through 10 years              -                   -
Due after 10 years                              -                   -
Total                                $    188,552                2.74 %




                                                  U.S. Treasury Securities                   U.S. Agency Securities
                                                                     Weighted                                Weighted
December 31, 2018                            Fair Value            Average Yield        Fair Value         Average Yield
Due in one year or less                    $       184,916                    2.66 %   $        199                  1.46 %
Due after 1 year through 5 years                    52,874                    2.08                -                     -
Due after 5 years through 10 years                   9,340                    1.48                -                     -
Due after 10 years                                       -                       -                -                     -
Total                                      $       247,130                    2.49 %   $        199                  1.46 %




                                       42

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                                                                                                State and Political
                                                  Mortgage-backed Securities                        Subdivisions
                                                                       Weighted                                Weighted
December 31, 2018                             Fair Value             

Average Yield Fair Value Average Yield Due in one year or less

                    $          32,859                    2.26 %   $      349,303                1.97 %
Due after 1 year through 5 years                   2,756,639                    2.27            877,224                2.24
Due after 5 years through 10 years                   983,288                    2.80            699,227                2.48
Due after 10 years                                    39,425                    3.49            557,506                3.66
Total                                      $       3,812,211                    2.42 %   $    2,483,260                2.59 %




Table 13

SECURITIES HELD TO MATURITY (in thousands)





                                                                             Weighted
                                                                              Average
                                                                           Yield/Average
December 31, 2020                     Amortized Cost      Fair Value         Maturity
Due in one year or less              $          4,907     $     4,936                1.78 %
Due after 1 year through 5 years              123,643         126,901       

2.30


Due after 5 years through 10 years            423,759         435,038                2.47
Due over 10 years                             462,305         462,569                2.30
Total                                $      1,014,614     $ 1,029,444                2.37 %

                                                                             Weighted
                                                                              Average
                                                                           Yield/Average
December 31, 2019                     Amortized Cost      Fair Value         Maturity
Due in one year or less              $         15,323     $    15,268                3.38 %
Due after 1 year through 5 years              100,623         100,298       

2.46


Due after 5 years through 10 years            394,591         386,580                2.37
Due over 10 years                             605,565         580,199                2.61
Total                                $      1,116,102     $ 1,082,345                2.52 %

                                                                             Weighted
                                                                              Average
                                                                           Yield/Average
December 31, 2018                     Amortized Cost      Fair Value         Maturity
Due in one year or less              $          3,386     $     3,395                2.02 %
Due after 1 year through 5 years              115,162         107,641       

2.64


Due after 5 years through 10 years            380,108         357,381                2.38
Due over 10 years                             671,990         602,115                2.74
Total                                $      1,170,646     $ 1,070,532                2.61 %




Table 14

OTHER SECURITIES (in thousands)





                                                              December 31,
                                                   2020           2019           2018
FRB and FHLB stock                              $   33,222     $   33,262     $   33,262
Equity securities with readily determinable
fair values                                        134,197              -   

4,385


Equity securities without readily
determinable fair values                           128,634         75,158         36,045
Total                                           $  296,053     $  108,420     $   73,692




Equity securities with readily determinable fair values are generally traded on
an exchange and market prices are readily available. As of December 31, 2020,
equity securities with readily determinable fair values includes the

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Company's investment in Tattooed Chef, Inc., which had a fair value of $106.9
million as of December 31, 2020. Equity securities without readily determinable
fair values are generally carried at cost less impairment. Equity securities
without readily determinable fair values also includes Prairie Capital
Management (PCM) alternative investments in hedge funds and private equity
funds, which are accounted for as equity-method investments.

Other Earning Assets



Federal funds transactions essentially are overnight loans between financial
institutions, which allow for either the daily investment of excess funds or the
daily borrowing of another institution's funds in order to meet short-term
liquidity needs. The net borrowed position was $65.6 million at December 31,
2020 compared to $28.9 million at December 31, 2019.

The Bank buys and sells federal funds as agent for non-affiliated banks. Because
the transactions are pursuant to agency arrangements, these transactions do not
appear on the balance sheet and averaged $362.5 million in 2020 and $239.2
million in 2019.

At December 31, 2020, the Company held securities purchased under agreements to
resell of $1.7 billion compared to $1.6 billion at December 31, 2019. The
Company uses these instruments as short-term secured investments, in lieu of
selling federal funds, or to acquire securities required for collateral
purposes. Balances will fluctuate based on the Company's liquidity and
investment decisions as well as the Company's correspondent bank borrowing
levels. These investments averaged $1.1 billion in 2020 and $533.1 million in
2019.

The Company also maintains an active securities trading inventory. The average
holdings in the securities trading inventory in 2020 were $37.1 million,
compared to $52.3 million in 2019, and were recorded at fair market value. As
discussed in "Quantitative and Qualitative Disclosures About Market Risk -
Trading Account" in Part II, Item 7A on page 54, the Company offsets the trading
account securities by the sale of exchange-traded financial futures contracts,
with both the trading account and futures contracts marked to market daily.

Interest-bearing due from banks totaled $3.1 billion as of December 31, 2020
compared to $1.2 billion as of December 31, 2019 and includes amounts due from
the FRB and interest-bearing accounts held at other financial institutions. The
amount due from the FRB averaged $1.2 billion and $560.9 million during December
31, 2020 and 2019, respectively. The increase in the FRB balance from 2019 to
2020 is primarily due to an increase in deposit balances as a result of the
Company's participation in the PPP. The interest-bearing accounts held at other
financial institutions totaled $43.1 million and $29.3 million at December 31,
2020 and 2019, respectively.

Deposits and Borrowed Funds

Deposits represent the Company's primary funding source for its asset base. In
addition to the core deposits garnered by the Company's retail branch structure,
the Company continues to focus on its cash management services, as well as its
asset management and mutual fund servicing businesses in order to attract and
retain additional core deposits. Deposits totaled $27.1 billion at December 31,
2020 and $21.6 billion at December 31, 2019, an increase of $5.4 billion, or
25.2%. Deposits averaged $23.2 billion in 2020, and $19.3 billion in 2019.

Noninterest-bearing demand deposits averaged $7.8 billion in 2020 and $6.1
billion in 2019. These deposits represented 33.8% of average deposits in 2020,
compared to 31.8% in 2019. The Company's large commercial customer base provides
a significant source of noninterest-bearing deposits. Many of these commercial
accounts do not earn interest; however, they receive an earnings credit to
offset the cost of other services provided by the Company.

                                       44

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Table 15

MATURITIES OF TIME DEPOSITS OF $250,000 OR MORE (in thousands)





                                                  December 31,
                                        2020          2019          2018
Maturing within 3 months              $ 286,489     $ 400,142     $ 426,912

After 3 months but within 6 months 36,096 126,143 34,880 After 6 months but within 12 months 44,776 64,870 35,918 After 12 months

                          30,986        23,622        55,134
Total                                 $ 398,347     $ 614,777     $ 552,844




Table 16

ANALYSIS OF AVERAGE DEPOSITS (in thousands)





                                                       December 31,
                                          2020             2019             2018
Amount:
Noninterest-bearing demand            $  7,845,667     $  6,132,187     $  5,828,545
Interest-bearing demand and savings     14,446,164       12,161,786       10,113,263
Time deposits under $250,000               488,346          366,266          355,344
Total core deposits                     22,780,177       18,660,239       16,297,152

Time deposits of $250,000 or more 401,982 644,129


 687,395
Total deposits                        $ 23,182,159     $ 19,304,368     $ 16,984,547

As a % of total deposits:
Noninterest-bearing demand                   33.84 %          31.76 %          34.32 %
Interest-bearing demand and savings          62.32            63.00            59.54
Time deposits under $250,000                  2.11             1.90             2.09
Total core deposits                          98.27            96.66            95.95
Time deposits of $250,000 or more             1.73             3.34             4.05
Total deposits                              100.00 %         100.00 %         100.00 %




Repurchase agreements are transactions involving the exchange of investment
funds by the customer for securities by the Company, under an agreement to
repurchase the same issues at an agreed-upon price and date. Securities sold
under agreements to repurchase and federal funds purchased totaled $2.3 billion
at December 31, 2020, and $1.9 billion at December 31, 2019. These agreements
averaged $2.0 billion in 2020 and $1.7 billion in 2019. The Company enters into
these transactions with its downstream correspondent banks, commercial
customers, and various trust, mutual fund, and local government relationships.

The Company is a member bank with the FHLB of Des Moines, and through this
relationship, the Company owns $10.0 million of FHLB stock and has access to
additional liquidity and funding sources through FHLB advances. The Company's
borrowing capacity is dependent upon the amount of collateral the Company places
at the FHLB. Based on the collateral pledged, the Company had $1.5 billion of
borrowing capacity at the FHLB at December 31, 2020. The Company had no
outstanding advances at FHLB Des Moines as of December 31, 2020.

                                       45

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Table 17

SHORT-TERM BORROWINGS (in thousands)





                                       2020                         2019                         2018
                               Amount          Rate         Amount          Rate         Amount          Rate
At December 31:
Federal funds purchased      $    65,636         0.04 %   $    31,873         1.48 %   $     6,679         2.42 %
Repurchase agreements          2,249,861         0.52       1,864,635         1.52       1,512,241         2.08
Other                                  -            -               -            -               -            -
Total                        $ 2,315,497         0.51 %   $ 1,896,508         1.52 %   $ 1,518,920         2.09 %
Average for year:
Federal funds purchased      $    60,314         0.26 %   $   123,870         2.13 %   $   301,503         2.54 %
Repurchase agreements          1,963,499         0.59       1,533,413         1.95       1,257,646         1.53
Other                              8,811         1.40               3            -               3            -
Total                        $ 2,032,624         0.59 %   $ 1,657,286         1.96 %   $ 1,559,152         1.59 %
Maximum month-end balance:
Federal funds purchased      $   105,678                  $   147,239                  $   631,578
Repurchase agreements          2,469,756                    1,864,635                    1,512,241
Other                             15,000                            -                            -




Long-term debt totaled $270.0 million at December 31, 2020, compared to $70.4
million at December 31, 2019. In September 2020, the Company issued $200.0
million in aggregate subordinated notes due in September 2030. The Company
received $197.7 million, after deducting underwriting discounts and commissions
and offering expenses, and used the proceeds from the offering for general
corporate purposes, including, among other uses, contributing Tier 1 capital
into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of
3.70% and an effective rate of 3.93%, due to issuance costs, with an interest
rate reset date of September 2025. The remainder of the Company's long-term debt
was assumed from the acquisition of Marquette and consists of debt obligations
payable to four unconsolidated trusts (Marquette Capital Trust I, Marquette
Capital Trust II, Marquette Capital Trust III, and Marquette Capital Trust IV)
that previously issued trust preferred securities. These long-term debt
obligations had an aggregate contractual balance of $103.1 million and had a
carrying value of $71.7 million at December 31, 2020. Interest rates on trust
preferred securities are tied to the three-month LIBOR with spreads ranging from
133 basis points to 160 basis points, and reset quarterly. The trust preferred
securities have maturity dates ranging from January 2036 to September 2036. For
further information on long-term debt refer to Note 9, "Borrowed Funds," in the
Notes to the Consolidated Financial Statements.

Capital Resources and Liquidity



The Company places a significant emphasis on the maintenance of a strong capital
position, which it believes promotes investor confidence, provides access to
funding sources under favorable terms, and enhances the Company's ability to
capitalize on business growth and acquisition opportunities. Higher levels of
liquidity, however, bear corresponding costs, measured in terms of lower yields
on short-term, more liquid earning assets and higher expenses for extended
liability maturities. The Company manages capital for each subsidiary based upon
the subsidiary's respective risks and growth opportunities as well as regulatory
requirements.

Total shareholders' equity increased $410.5 million, or 15.7% to $3.0 billion at December 31, 2020 as compared to December 31, 2019.



The Board authorized, at its April 28, 2020, April 23, 2019, and April 24, 2018
meetings, the repurchase of up to two million shares of the Company's common
stock during the twelve months following each meeting (each a Repurchase
Authorization). During 2020 and 2019, the Company acquired 1,208,623 shares and
67,923 shares, respectively, of its common stock pursuant to the applicable
Repurchase Authorization. During March 2020, the Company entered into an
agreement with Bank of America Merrill Lynch (BAML) to repurchase an aggregate
of $30.0 million of the Company's common stock through an accelerated share
repurchase agreement (the ASR). Under the ASR, the Company repurchased a total
of 653,498 shares, which was completed during the second quarter of 2020. The
ASR was entered into pursuant to the April 23, 2019 Repurchase
Authorization. The Company has not made any repurchase of its securities other
than pursuant to the Repurchase Authorizations.

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Through the Company's relationship with the FHLB of Des Moines, the Company owns
$10.0 million of FHLB stock and has access to additional liquidity and funding
sources through FHLB advances. The Company's borrowing capacity is dependent
upon the amount of collateral the Company places at the FHLB. The Company's
borrowing capacity with the FHLB was $1.5 billion as of December 31, 2020. The
Company had no outstanding FHLB advances at FHLB of Des Moines as of December
31, 2020.

Risk-based capital guidelines established by regulatory agencies set minimum
capital standards based on the level of risk associated with a financial
institution's assets. The Company has implemented the Basel III regulatory
capital rules adopted by the FRB. Basel III capital rules include a minimum
ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a
minimum tier 1 risk-based capital ratio of 6%. A financial institution's total
capital is also required to equal at least 8% of risk-weighted assets.

The risk-based capital guidelines indicate the specific risk weightings by type
of asset. Certain off-balance sheet items (such as standby letters of credit and
binding loan commitments) are multiplied by credit conversion factors to
translate them into balance sheet equivalents before assigning them specific
risk weightings. The Company is also required to maintain a leverage ratio equal
to or greater than 4%. The leverage ratio is tier 1 core capital to total
average assets less goodwill and intangibles. The Company's capital position as
of December 31, 2020 is summarized in the table below and exceeded regulatory
requirements.

For further discussion of capital and liquidity, see the "Quantitative and Qualitative Disclosures about Market Risk - Liquidity Risk" in Item 7A on page 56 of this report.



Table 18

RISK-BASED CAPITAL (in thousands)



This table computes risk-based capital in accordance with current regulatory
guidelines. These guidelines as of December 31, 2020, excluded net unrealized
gains or losses on securities available for sale from the computation of
regulatory capital and the related risk-based capital ratios.



                                                                  Risk-Weighted Category
                                    0%              20%             50%             100%           150%           Total
Risk-Weighted Assets
Loans held for sale             $         -     $         -     $     6,708     $          -     $       -     $      6,708
Loans and leases                  1,290,474          48,726       1,237,585       13,409,495       117,371       16,103,651
Securities available for sale       437,394       8,358,242          14,531           77,567             -        8,887,734
Securities held to maturity               -          29,676         984,939                -             -        1,014,615
Trading securities                      651           1,571          18,545           14,253             -           35,020
Cash and due from banks           3,165,301         375,380               -                -             -        3,540,681
All other assets                     23,352          21,867          36,220        1,305,859             -        1,387,298
Category totals                 $ 4,917,172     $ 8,835,462     $ 2,298,528     $ 14,807,174     $ 117,371     $ 30,975,707

Risk-weighted totals            $         -     $ 1,767,092     $ 1,149,264     $ 14,807,174     $ 176,057     $ 17,899,587
Off-balance-sheet items (3)               -         280,469          17,484        2,857,538           177        3,155,668

Total risk-weighted assets $ - $ 2,047,561 $ 1,166,748

$ 17,664,712     $ 176,234     $ 21,055,255




                                         Total
Regulatory Capital
Shareholders' equity                  $ 3,016,948
Less adjustments (1)                     (469,314 )
Common equity Tier 1/Tier 1 capital     2,547,634
Additional Tier 2 capital (2)             454,911
Total capital                         $ 3,002,545




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                                                                       Company
Capital ratios
Common Equity Tier 1 capital to risk-weighted assets                         12.10 %
Tier 1 capital to risk-weighted assets                                       12.10 %
Total capital to risk-weighted assets                                        14.26 %
Leverage ratio (Tier 1 capital to total average assets less
adjustments (1))                                                              8.37 %




(1)  Adjustments include a portion of goodwill and intangibles as well as

unrealized gains/losses on available-for-sale securities, cash flow hedges,


     and the impact of the Company's election to use the five-year CECL
     transition.

(2) Includes the Company's ACL (inclusive of the reserve for off-balance sheet

arrangements), subordinated long-term debt, and trust preferred subordinated

notes.

(3) After credit conversion factor and risk weighting is applied.

For further discussion of regulatory capital requirements, see Note 10, "Regulatory Requirements" within the Notes to Consolidated Financial Statements under Item 8 on pages 100 through 101.

Commitments, Contractual Obligations and Off-balance Sheet Arrangements



The Company's main off-balance sheet arrangements are loan commitments,
commercial and standby letters of credit, futures contracts and forward exchange
contracts, which have maturity dates rather than payment due dates. These
commitments and contingent liabilities are not required to be recorded on the
Company's balance sheet. Since commitments associated with letters of credit and
lending and financing arrangements may expire unused, the amounts shown do not
necessarily reflect the actual future cash funding requirements. See Table 19
below, as well as Note 15, "Commitments, Contingencies and Guarantees" in the
Notes to Consolidated Financial Statements under Item 8 on pages 110 through 112
for detailed information and further discussion of these
arrangements. Management does not anticipate any material losses from its
off-balance sheet arrangements.

Table 19

COMMITMENTS, CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS (in thousands)

The table below details the contractual obligations for the Company as of December 31, 2020 and includes principal payments only. The Company has no capital leases or long-term purchase obligations.





                                                                Payments due by Period
                                                      Less than 1                                     More than 5
                                         Total            year         1-3 years       3-5 years         years
Contractual Obligations
Federal funds purchased and
repurchase agreements                 $ 2,315,497     $  2,315,497     $        -     $         -     $         -
Long-term debt obligations                271,714                -              -               -         271,714
Operating lease obligations                81,146           12,725         21,443          16,521          30,457
Time deposits                             876,095          710,419        129,455          32,211           4,010
Total                                 $ 3,544,452     $  3,038,641     $  150,898     $    48,732     $   306,181




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                                                                Maturities due by Period
                                                       Less than 1                                      More than 5
                                         Total             year          1-3 years       3-5 years         years
Commitments, Contingencies and
Guarantees
Commitments to extend credit for
loans (excluding credit card loans)   $  8,851,333     $  4,241,863     $ 2,696,300     $ 1,163,132     $   750,038
Commitments to extend credit under
credit card loans                        3,472,339        3,472,339               -               -               -
Commercial letters of credit                 3,160            3,160               -               -               -
Standby letters of credit                  346,617          264,169          72,000          10,448               -
Forward contracts                           51,273           51,273               -               -               -
Spot foreign exchange contracts                680              680               -               -               -
Total                                 $ 12,725,402     $  8,033,484     $ 2,768,300     $ 1,173,580     $   750,038




As of December 31, 2020, our total liabilities for unrecognized tax benefits
were $6.7 million. The Company cannot reasonably estimate the settlement of
these liabilities. Therefore, these liabilities have been excluded from the
table above. See Note 17, "Income Taxes," in the Notes to the Consolidated
Financial Statements for information regarding the liabilities associated with
unrecognized tax benefits.

Critical Accounting Policies and Estimates



Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's Consolidated Financial Statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America (GAAP). The preparation of these Consolidated Financial
Statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
liabilities at the date of the Consolidated Financial Statements and the
reported amounts of revenues and expenses during the reporting period. On an
on-going basis, management evaluates its estimates and judgments, including
those related to customers and suppliers, allowance for credit losses, bad
debts, investments, financing operations, long-lived assets, taxes, other
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which have formed the basis
for making such judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Under different assumptions or
conditions, actual results may differ from the recorded estimates.

Management believes that the Company's critical accounting policies are those relating to: the allowance for credit losses and fair value measurements.

Allowance for Credit Losses



The Company's ACL represents management's judgment of the total expected losses
included in the Company's assets held at amortized cost. The Company's process
for recording the ACL is based on the evaluation of the Company's lifetime
historical loss experience, management's understanding of the credit quality
inherent in the loan portfolio, and the impact of the current economic
environment, coupled with reasonable and supportable economic forecasts.



A mathematical calculation of an estimate is made to assist in determining the
adequacy and reasonableness of management's recorded ACL. To develop the
estimate, the Company follows the guidelines in ASC Topic 326, Financial
Instruments - Credit Losses. The estimate reserves for assets held at amortized
cost and any related credit deterioration in the Company's available-for-sale
debt security portfolio. Assets held at amortized cost include the Company's
loan book and held-to-maturity security portfolio.



The process involves the consideration of quantitative and qualitative factors
relevant to the specific segmentation of loans. These factors have been
established over decades of financial institution experience and include
economic observation and loan loss characteristics. This process is designed to
produce a lifetime estimate of the losses, at a reporting date, that includes
evaluation of historical loss experience, current economic conditions,
reasonable and supportable forecasts, and the qualitative framework outlined by
the Office of the Comptroller of the

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Currency in the published 2020 Interagency Policy Statement. This process allows
management to take a holistic view of the recorded ACL reserve and ensure that
all significant and pertinent information is considered.



The Company considers a variety of factors to ensure the safety and soundness of
its estimate including a strong internal control framework, extensive
methodology documentation, credit underwriting standards which encompass the
Company's desired risk profile, model validation, and ratio analysis. If the
Company's total ACL estimate, as determined in accordance with the approved ACL
methodology, is either outside a reasonable range based on review of economic
indicators or by comparison of historical ratio analysis, the ACL estimate is an
outlier and management will investigate the underlying reason(s). Based on that
investigation, issues or factors that previously had not been considered may be
identified in the estimation process, which may warrant adjustments to estimated
credit losses.

The ending result of this process is a recorded consolidated ACL that represents
management's best estimate of the total expected losses included in the loan
portfolio, held-to-maturity securities, and credit deterioration in
available-for-sale securities.

For more information on loan portfolio segments and ACL methodology refer to Note 3, "Loans and Allowance for Credit Losses," in the Notes to the Consolidated Financial Statements.

Fair Value Measurements



Fair value is measured in accordance with GAAP, which defines fair value as the
price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement
date. Valuation techniques used to measure fair value include the market
approach, income approach and cost approach. The market approach uses prices or
relevant information generated by market transactions involving identical or
comparable assets or liabilities. The income approach involves discounting
future amounts to a single present amount and is based on current market
expectations about those future amounts. The cost approach is based on the
amount that currently would be required to replace the service capacity of the
asset.

GAAP establishes a fair value hierarchy, which prioritizes the inputs to
valuation techniques used to measure fair value into three broad levels. The
fair value hierarchy gives the highest priority to quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). An instrument's categorization within the fair
value hierarchy is based upon the lowest level of input that is significant to
the instrument's fair value measurement. The three levels within the fair value
hierarchy are described as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that are available at the measurement date.



Level 2 - Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly. Level 2
inputs include: quoted prices for similar assets or liabilities in active
markets; quoted prices for identical or similar assets or liabilities in markets
that are not active; inputs other than quoted prices that are observable for the
asset or liability; and inputs that are derived principally from or corroborated
by observable market data by correlation or other means.

Level 3 - Unobservable inputs for the asset or liability for which there is
little, if any, market activity at the measurement date. Unobservable inputs
reflect assumptions about what market participants would use to price the asset
or liability. The inputs are developed based on the best information available
in the circumstances, which might include the Company's own financial data such
as internally developed pricing models and discounted cash flow methodologies,
as well as instruments for which the fair value determination requires
significant management judgment.

The Company's fair value measurements involve various valuation techniques and
models, which involve inputs that are observable, when available, and the most
significant of which include available-for-sale and trading securities measured
at fair value on a recurring basis.

Fair value pricing information obtained from third party data providers and
pricing services for investment securities is reviewed for appropriateness on a
periodic basis. The third-party service providers are also analyzed to
understand and evaluate the valuation methodologies utilized. This review
includes an analysis of current market prices compared to pricing provided by
the third-party pricing service to assess the relative accuracy of the data
provided.

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