| Maximum Aggregate | Amount of | |||||||
Title of Each Class
of Securities to be Registered |
Offering Price | Registration Fee | ||||||
Depositary Shares,
each representing
1/40th of
a share of Contingent
Convertible Perpetual
Non-Cumulative
Preferred Stock,
Series D |
$1,150,000,000(1) | $81,995(2) | ||||||
Contingent
Convertible Perpetual
Non-Cumulative
Preferred Stock,
Series D, no par
value, with a
liquidation
preference of $1,000
per share |
Not applicable (3) | Not applicable (3) | ||||||
Common Stock, par
value $.01 per share,
issuable upon
conversion of the
Contingent
Convertible Perpetual
Non-Cumulative
Preferred Stock,
Series D |
Not applicable (3) | Not applicable (3) | ||||||
| (1) | Includes Depositary Shares to be sold upon exercise of the underwriters’ option to purchase additional shares. See “Underwriting.” | |
| (2) | The filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. | |
| (3) | Pursuant to Rule 457(i) under the Securities Act of 1933, as amended, the registration fee shall be calculated only on the basis of the price of the depositary shares, and, therefore, the underlying preferred stock and the common stock issuable upon the conversion of the preferred stock shall not be included for purposes of calculating the registration fee. |