Common use of Rank Clause in Contracts

Rank. Any stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior to shares of the Series A Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, if the holders of stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of shares of the Series A Preferred Stock; (b) on a parity with shares of the Series A Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices per share thereof are different from those of the Series A Preferred Stock, if the holders of stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority of one over the other as between the holders of such stock and the holders of shares of Series A Preferred Stock; and (c) junior to shares of the Series A Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, if such class or classes or series shall be Common Stock or if the holders of the Series A Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of stock of such class or classes or series. The Series A Preferred Stock shall rank, as to dividends and upon liquidation, dissolution or winding up, senior to the Corporation's Series A Junior Participating Preferred Stock. Exhibit B Director Designees ------------------

Rank. (a) Any stock of any class or classes or series of stock of the Corporation shall be deemed to rank: (ai) prior to shares of the Series A Preferred Stock, either as to the payment of dividends or as to distribution of assets upon liquidation, dissolution or winding up, or both, if the holders of stock such class or series shall be entitled by the terms thereof to the receipt of dividends and of amounts distributable upon liquidation, dissolution or winding up, in preference or priority to the holders of Series A Preferred Stock (SENIOR SECURITIES); (ii) on a parity with the Series A Preferred Stock, either as to the payment of dividends or as to distribution of assets upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share thereof be different from those of the Series A Preferred Stock if the holders of the Series A Preferred Stock and of such class or classes of stock or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may beor both, in proportion to their respective amounts of accrued and unpaid dividends per share or liquidation preferences (including, but not limited to preferences as to payment of dividends or other amounts distributable upon liquidation), without preference or priority to one over the holders other and such class of shares stock or series is not a class of the Series A Preferred Stock;Senior Securities (PARITY SECURITIES); and (biii) on a parity with shares of junior to the Series A Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices per share thereof are different from those of the Series A Preferred Stock, if the holders of stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority of one over the other as between the holders of such stock and the holders of shares of Series A Preferred Stock; and (c) junior to shares of the Series A Preferred Stock, either as to dividends or the distribution of assets upon liquidation, dissolution or winding up, or both, if such class or classes stock or series shall be Common Stock or if the holders of the Series A Preferred Stock shall be entitled by the terms thereof to the receipt of dividends or dividends, and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of stock shares of such class stock or classes series (including, but not limited to preferences as to payment of dividends or series. other amounts distributable upon liquidation) (JUNIOR SECURITIES). (b) The respective definitions of Senior Securities, Junior Securities and Parity Securities shall also include any rights or options exercisable or exchangeable for or convertible into any of the Senior Securities, Junior Securities and Parity Securities, as the case may be. (c) The Series A Preferred Stock shall rank, as to dividends and upon liquidation, dissolution or winding up, senior be subject to the Corporation's Series A creation of Junior Participating Preferred Stock. Exhibit B Director Designees ------------------Securities and Parity Securities.

Rank. Any The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any stock of any series or class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to the shares of the this Series A Preferred StockC, either as to dividends or upon liquidation, dissolution or winding up, or both, if the holders of stock of such series or class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidationdissolution, dissolution liquidation or winding upup of the Corporation, as the case may be, in preference or priority to the holders of shares of the this Series A Preferred StockC; (b) on a parity with shares of the this Series A Preferred StockC, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates, dates or redemption or liquidation prices per share thereof are or sinking fund provisions, if any, be different from those of the this Series A Preferred StockC, if the holders of such stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidationdissolution, dissolution liquidation or winding upup of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority of priority, one over the other other, as between the holders of such stock and the holders of shares of this Series A Preferred StockC; and (c) junior to shares of the this Series A Preferred StockC, either as to dividends or upon liquidation, dissolution or winding up, or both, if such class or classes or series stock shall be Common Stock or if the holders of the shares of this Series A Preferred Stock C shall be entitled to the receipt of dividends or of amounts distributable upon liquidationdissolution, dissolution liquidation or winding upup of the Corporation, as the case may be, in preference or priority to the holders of stock shares of such class series or classes or series. The Series A Preferred Stock shall rank, as to dividends and upon liquidation, dissolution or winding up, senior to the Corporation's Series A Junior Participating Preferred Stock. Exhibit B Director Designees ------------------class.

Rank. Any stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior to shares of the Series A Preferred StockD, either as to dividends or upon liquidation, dissolution or winding up, or both, if the holders of stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders Holders of shares of the Series A Preferred StockD; (b) on a parity with shares of the Series A Preferred StockD, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices per share thereof are be different from those of the Series A Preferred StockD, if the holders of stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority of one over the other as between the holders of such stock and the holders Holders of shares of Series A D (the term “Parity Preferred Stock” being used to refer to any stock on a parity with the shares of Series D, either as to dividends or upon liquidation, dissolution or winding up, or both, as the content may require); and (c) junior to shares of the Series A Preferred StockD, either as to dividends or upon liquidation, dissolution or winding up, or both, if such class or classes or series shall be Common Stock common stock or if the holders Holders of the Series A Preferred Stock D shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of stock of such class or classes or series. The Series A Preferred Stock D shall rank, as to dividends and upon liquidation, dissolution or winding up, senior to on a parity with the Corporation's Series A Junior Participating A, the Series C and any Parity Preferred Stock. Exhibit B Director Designees ------------------Stock issued hereafter.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A MM Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A MM Preferred Stock (and as used herein, the term “senior to the Series MM Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series MM Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A MM Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A MM Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A MM Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series MM Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A MM Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series MM Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A MM Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series MM Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series MM Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A MM Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock. Exhibit B Director Designees ------------------, Series I, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF, 4.75% Non-Cumulative Preferred Stock, Series GG, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II, 4.55% Non-Cumulative Preferred Stock, Series JJ, 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK and 4.625% Non-Cumulative Preferred Stock, Series LL.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A AA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A AA Preferred Stock (and as used herein, the term “senior to the Series AA Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series AA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A AA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A AA Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A AA Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series AA Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A AA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series AA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A AA Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series AA Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series AA Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A AA Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.50% Non-Cumulative Preferred Stock, Series 0, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A W Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A W Preferred Stock (and as used herein, the term “senior to the Series W Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series W Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A W Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A W Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A W Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series W Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A W Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series W Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A W Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series W Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series W Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A W Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A R Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A R Preferred Stock (and as used herein, the term “senior to the Series R Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series R Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A R Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A R Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A R Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series R Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A R Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series R Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A R Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series R Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series R Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A R Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 8.625% Non-Cumulative Preferred Stock, Series J, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A OO Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A OO Preferred Stock (and as used herein, the term “senior to the Series OO Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series OO Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A OO Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A OO Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A OO Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series OO Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A OO Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series OO Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A OO Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series OO Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series OO Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A OO Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, 4.75% Non-Cumulative Preferred Stock, Series GG, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II, 4.55% Non-Cumulative Preferred Stock, Series JJ, 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK, 4.625% Non-Cumulative Preferred Stock, Series LL, 4.20% Non-Cumulative Preferred Stock, Series MM and 6.875% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series NN.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A U Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A U Preferred Stock (and as used herein, the term “senior to the Series U Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series U Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A U Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A U Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A U Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series U Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A U Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series U Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A U Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series U Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series U Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A U Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S and 6.70% Non-Cumulative Preferred Stock, Series T.

Rank. Any stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior to shares of the Series A Preferred StockB, either as to dividends or upon liquidation, dissolution or winding up, or both, if the holders of stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders Holders of shares of the Series A Preferred StockB; (b) on a parity with shares of the Series A Preferred StockB, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices per share thereof are be different from those of the Series A Preferred StockB, if the holders of stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority of one over the other as between the holders of such stock and the holders Holders of shares of Series A B (the term “Parity Preferred Stock” being used to refer to any stock on a parity with the shares of Series B, either as to dividends or upon liquidation, dissolution or winding up, or both, as the content may require); and (c) junior to shares of the Series A Preferred StockB, either as to dividends or upon liquidation, dissolution or winding up, or both, if such class or classes or series shall be Common Stock common stock or if the holders Holders of the Series A Preferred Stock B shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of stock of such class or classes or series. The Series A Preferred Stock B shall rank, as to dividends and upon liquidation, dissolution or winding up, senior to on a parity with the Corporation's Series A Junior Participating A, the Series C and any Parity Preferred Stock. Exhibit B Director Designees ------------------Stock issued hereafter.

Rank. Any The Series C Preferred Stock shall, with respect to dividend and other distribution rights, and rights on liquidation, dissolution and winding up, rank (i) pari passu with any class of capital stock or series of Preferred Stock hereafter created which expressly provides that it ranks pari passu with the Series C Preferred Stock as to dividends, other distributions, liquidation preference and/or otherwise (collectively, the "Parity Securities"), (ii) junior to the Series B Preferred Stock, and (iii) senior to (x) the Common Stock, the Class B Common Stock and all other securities of any class or classes or series (however designated) of the Corporation shall be deemed to rank: (a) prior to shares of other than the Series A B Preferred Stock) the holders of which have the right, either without limitation as to amount, after payment on any securities entitled to a preference on dividends or other distributions upon liquidationany dissolution, dissolution liquidation or winding up, either to all or bothto a share of the balance of payments upon such dissolution, if liquidation or winding up (collectively, the holders "Common Stock Instruments") and (y) any other class of capital stock or series of Preferred Stock hereafter created which does not expressly provide that it ranks pari passu with, or senior to, the Series C Preferred Stock as to dividends, other distributions, liquidation preference and/or otherwise (collectively, the "Junior Securities"). The terms "Parity Securities" and "Junior Securities" as used herein with respect to any class or series of capital stock shall only be deemed to refer to such class or classes or series shall be entitled by the terms thereof to the receipt of dividends extent it ranks (i) pari passu with or of amounts distributable upon liquidation, dissolution or winding up(ii) not pari passu with, as applicable, the case may beSeries C Preferred Stock with respect to dividends, in other distributions, liquidation preference or priority otherwise. The Corporation shall not issue any securities ranking senior to or pari passu with the holders of shares Parity Securities with respect to dividends, distributions, liquidation preference or otherwise unless a majority in interest of the Series A Preferred Stock; (b) on a parity with shares of the Series A C Preferred Stock, either voting as to dividends or upon liquidationa class, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices per share thereof are different from those of the Series A Preferred Stock, if the holders of stock of shall have approved such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority of one over the other as between the holders of such stock and the holders of shares of Series A Preferred Stock; and (c) junior to shares of the Series A Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, if such class or classes or series shall be Common Stock or if the holders of the Series A Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of stock of such class or classes or series. The Series A Preferred Stock shall rank, as to dividends and upon liquidation, dissolution or winding up, senior to the Corporation's Series A Junior Participating Preferred Stock. Exhibit B Director Designees ------------------a proposed issuance.

Rank. Any stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior to shares of the Series A Preferred StockC, either as to dividends or upon liquidation, dissolution or winding up, or both, if the holders of stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders Holders of shares of the Series A Preferred StockC; (b) on a parity with shares of the Series A Preferred StockC, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices per share thereof are be different from those of the Series A Preferred StockC, if the holders of stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority of one over the other as between the holders of such stock and the holders Holders of shares of Series A C (the term “Parity Preferred Stock” being used to refer to any stock on a parity with the shares of Series C, either as to dividends or upon liquidation, dissolution or winding up, or both, as the content may require); and (c) junior to shares of the Series A Preferred StockC, either as to dividends or upon liquidation, dissolution or winding up, or both, if such class or classes or series shall be Common Stock common stock or if the holders Holders of the Series A Preferred Stock C shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of stock of such class or classes or series. The Series A Preferred Stock C shall rank, as to dividends and upon liquidation, dissolution or winding up, senior to on a parity with the Corporation's Series A Junior Participating A, the Series B and any Parity Preferred Stock. Exhibit B Director Designees ------------------Stock issued hereafter.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A S Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A S Preferred Stock (and as used herein, the term “senior to the Series S Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series S Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A S Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A S Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A S Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series S Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A S Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series S Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A S Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series S Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series S Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A S Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A BB Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A BB Preferred Stock (and as used herein, the term “senior to the Series BB Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series BB Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A BB Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A BB Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A BB Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series BB Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A BB Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series BB Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A BB Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series BB Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series BB Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A BB Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, and 6.10% Non-Cumulative Preferred Stock, Series AA.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A LL Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A LL Preferred Stock (and as used herein, the term “senior to the Series LL Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series LL Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A LL Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A LL Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A LL Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series LL Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A LL Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series LL Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A LL Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series LL Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series LL Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A LL Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock. Exhibit B Director Designees ------------------, Series I, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF, 4.75% Non-Cumulative Preferred Stock, Series GG, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II, 4.55% Non-Cumulative Preferred Stock, Series JJ and 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A O Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of shares of the Series A O Preferred Stock (and as used herein, the term “senior to the Series O Preferred Stock” and like terms refer to any class or series of capital stock of the Corporation that ranks senior to the Series O Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, as the context may require); (b) on a parity with shares of the Series A O Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices per share thereof are be different from those of the Series A O Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed upon liquidation, dissolution or winding up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation prices, without preference or priority of one over the other as between the holders of such stock and the holders of shares of Series A O Preferred Stock (and as used herein, the term “Parity Preferred Stock” and like terms refer to any class or series of capital stock of the Corporation that ranks on a parity with the shares of Series O Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, as the context may require); and (c) junior to shares of the Series A O Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A O Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of capital stock of such class or classes or seriesseries (and as used herein, the term “junior to the Series O Preferred Stock” and like terms refer to common stock of the Corporation and any other class or series of capital stock of the Corporation over which the Series O Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding up, or both, as the context may require). The Series A O Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I and 8.625% Non-Cumulative Preferred Stock, Series J.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A Y Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A Y Preferred Stock (and as used herein, the term “senior to the Series Y Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series Y Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A Y Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A Y Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A Y Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series Y Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A Y Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series Y Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A Y Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series Y Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series Y Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A Y Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A NN Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A NN Preferred Stock (and as used herein, the term “senior to the Series NN Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series NN Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A NN Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A NN Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A NN Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series NN Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A NN Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series NN Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A NN Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series NN Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series NN Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A NN Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF, 4.75% Non-Cumulative Preferred Stock, Series GG, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II, 4.55% Non-Cumulative Preferred Stock, Series JJ, 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK, 4.625% Non-Cumulative Preferred Stock, Series LL and 4.20% Non-Cumulative Preferred Stock, Series MM.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A P Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A P Preferred Stock (and as used herein, the term “senior to the Series P Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series P Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A P Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A P Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A P Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series P Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A P Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series P Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A P Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series P Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series P Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A P Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 8.625% Non-Cumulative Preferred Stock, Series J and 5.50% Non-Cumulative Preferred Stock, Series O.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A T Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A T Preferred Stock (and as used herein, the term “senior to the Series T Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series T Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A T Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A T Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A T Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series T Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A T Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series T Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A T Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series T Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series T Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A T Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S.

Rank. (a) Any stock of any class or classes or series of stock of the Corporation Corporation, whether now existing or hereafter created, shall be deemed to rank: (ai) prior to shares of the Series A Preferred Stock, either as to the payment of dividends or other amounts or as to distribution of assets upon liquidation, dissolution (whether voluntary or involuntary) or winding up, or both, if the holders of stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or other amounts and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of shares of the Series A Preferred StockStock (“Senior Securities”); (bii) on a parity with shares of the Series A Preferred Stock, either as to the payment of dividends or other amounts or as to distribution of assets upon liquidation, dissolution (whether voluntary or involuntary) or winding up, or both, whether or not the dividend rates, dividend payment dates, dates or redemption or liquidation prices per share thereof are be different from those of the Series A Preferred Stock, if the holders of stock the Series A Preferred Stock and of such class or classes of stock or series shall be entitled by the terms thereof to the receipt of dividends or other amounts or of amounts distributed upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority of one over the other as between the holders of such stock and the holders of shares of Series A Preferred Stock; and (c) junior to shares of the Series A Preferred Stock, either as to dividends or distributable upon liquidation, dissolution or winding up, or both, in proportion to their respective amounts of accrued and unpaid dividends per share or liquidation preferences (including, but not limited to preferences as to payment of dividends or other amounts distributable upon liquidation), without preference or priority one over the other and such class of stock or series is not a class of Senior Securities (“Parity Securities”); or (iii) junior to the Series A Preferred Stock, either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution (whether voluntary or involuntary) or winding up, or both, if such class or classes stock or series shall be Common Stock or if the holders of the Series A Preferred Stock shall be entitled by the terms thereof to the receipt of dividends or other amounts, and of amounts distributable upon liquidation, dissolution or winding up, as the case may beor both, in preference or priority to the holders of stock shares of such class stock or classes series (including, but not limited to preferences as to payment of dividends or series. other amounts distributable upon liquidation) (“Junior Securities”). (b) The Series A Preferred Stock respective definitions of Senior Securities, Junior Securities and Parity Securities shall rankalso include any rights or options exercisable or exchangeable for or convertible into any of the Senior Securities, Junior Securities and Parity Securities, as to dividends and upon liquidation, dissolution or winding up, senior to the Corporation's Series A Junior Participating Preferred Stock. Exhibit B Director Designees ------------------case may be.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A CC Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A CC Preferred Stock (and as used herein, the term “senior to the Series CC Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series CC Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A CC Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A CC Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A CC Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series CC Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A CC Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series CC Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A CC Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series CC Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series CC Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A CC Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X and 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, and 6.15% Non-Cumulative Preferred Stock, Series BB.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A II Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A II Preferred Stock (and as used herein, the term “senior to the Series II Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series II Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A II Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A II Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A II Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series II Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A II Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series II Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A II Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series II Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series II Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A II Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF, 4.75% Non-Cumulative Preferred Stock, Series GG and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A GG Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A GG Preferred Stock (and as used herein, the term “senior to the Series GG Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series GG Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A GG Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A GG Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A GG Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series GG Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A GG Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series GG Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A GG Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series GG Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series GG Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A GG Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A Z Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A Z Preferred Stock (and as used herein, the term “senior to the Series Z Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series Z Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A Z Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A Z Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A Z Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series Z Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A Z Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series Z Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A Z Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series Z Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series Z Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A Z Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70%Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X and 6.125% Non-Cumulative Preferred Stock, Series Y.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A X Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A X Preferred Stock (and as used herein, the term “senior to the Series X Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series X Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A X Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A X Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A X Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series X Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A X Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series X Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A X Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series X Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series X Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A X Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V and 6.30% Non-Cumulative Preferred Stock, Series W.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A V Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A V Preferred Stock (and as used herein, the term “senior to the Series V Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series V Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A V Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A V Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of Series A Preferred Stock; andthe Series (c) junior to shares of the Series A V Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A V Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series V Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series V Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A V Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U.

Rank. Any stock Subject to the provisions of any class this Section 4.10, the Series C Units shall rank pari passu with the Class A Units as to the payment of regular and special periodic or classes other distributions and distribution of assets upon liquidation, dissolution or series of the Corporation winding up. The Series C Units shall be deemed to rank: rank (a) prior junior to shares the Class B Units, and shall not have any right to, nor claim against, the payment of regular and special periodic distributions of assets upon liquidation, dissolution or winding up to the extent such distributions are Class B Available Cash (other than the Series C Units Participation Amount) and (b) pari passu with the Class B Units as to the payment of the Series A Preferred Stock, either C Units Participation Amount. As to the payment of distributions and as to dividends or distribution of assets upon liquidation, dissolution or winding up, or both, if the holders of stock of such any class or classes series of Units which by its terms specifies that it shall rank junior to, on a parity with, or series shall be entitled by the terms thereof senior to the receipt Class A Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the Series C Units. As to the payment of dividends or distributions and as to distribution of amounts distributable assets upon liquidation, dissolution or winding up, as the case may beany class or series of Units which by its terms specifies that it shall rank junior to, in preference or priority to the holders of shares of the Series A Preferred Stock; (b) on a parity with shares of the Series A Preferred Stock, either as to dividends or upon liquidation, dissolution or winding upwith, or both, whether or not senior to the dividend rates, dividend payment datesClass B Units shall also rank junior to, or redemption pari passu with, or liquidation prices per share thereof are different from those of the Series A Preferred Stock, if the holders of stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed upon liquidation, dissolution or winding upsenior to, as the case may be, in proportion the Series C Units, as applicable, with respect to their respective dividend rates or liquidation pricesthe Series C Units Participation Amount. So long as the Series C Units remain issued and outstanding, without preference or priority the written consent of one over the other as between all of the holders of such stock and Series C Units, the holders of shares of Series A Preferred Stock; and Company shall not (ci) junior authorize or issue any securities having any preference as to shares the dividend or redemption rights, liquidation preferences, voting rights or any other rights or privileges of the Series A Preferred StockC Units, either (ii) reclassify any Units into interests having any preference as to dividends the dividend or redemption rights, liquidation preferences, voting rights or any other rights or privileges of the Series C Units, (iii) authorize or issue any debt convertible into or exchangeable for Units having any preference as to the dividend or redemption rights, liquidation preferences, voting rights or any other rights or privileges of the Series C Units, or (iv) amend or repeal any provision of, or add any provision to this Agreement if such actions would alter or change the preferences, rights, privileges or restrictions provided for the benefit of the Series C Units. Except for the Series C Units Participation Amount, the Series C Units shall not have any right to, nor claim against, any regular, periodic or other distributions or distributions of assets upon liquidation, dissolution or winding upup attributable to, or bothdue and owing in respect of, if such class the Class B Units. Notwithstanding the foregoing or classes or series shall be Common Stock or if the holders any other provision of the Series A Preferred Stock shall be entitled this Agreement to the receipt of dividends or of amounts distributable upon liquidationcontrary, dissolution or winding upthe Company shall have the right to issue the Class B Units in conjunction with, as the case may be, in preference or priority to the holders of stock of such class or classes or series. The Series A Preferred Stock shall rank, as to dividends and upon liquidationthe closing of, dissolution or winding up, senior to the Corporation's Series A Junior Participating Preferred Stock. Exhibit B Director Designees ------------------SAFStor Transaction.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A EE Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A EE Preferred Stock (and as used herein, the term “senior to the Series EE Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series EE Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A EE Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A EE Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A EE Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series EE Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A EE Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series EE Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A EE Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series EE Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series EE Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A EE Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC and 5.75% Non-Cumulative Preferred Stock, Series DD.

Rank. (a) Any stock of any class or classes or series of stock of the Corporation shall be deemed to rank: (ai) prior to shares of the Series A B Preferred Stock, either as to the payment of dividends or as to distribution of assets upon liquidation, dissolution or winding up, or both, if the holders of such class or series shall be entitled by the terms thereof to the receipt of dividends and of amounts distributable upon liquidation, dissolution or winding up, in preference or priority to the holders of Series B Preferred Stock ("Senior Securities"); (ii) on a parity with the Series B Preferred Stock, either as to the payment of dividends or as to distribution of assets upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share thereof be different from those of the Series B Preferred Stock, if such stock shall be Series A 7% Senior Convertible Preferred Stock ( "Series A Preferred Stock") or if the holders of the Series B Preferred Stock and of such class or classes of stock or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may beor both, in proportion to their respective amounts of accrued and unpaid dividends per share or liquidation preferences (including, but not limited to preferences as to payment of dividends or other amounts distributable upon liquidation), without preference or priority one over the other and such class of stock or series is not a class of Senior Securities ("Parity Securities"); and (iii) junior to the holders of shares of the Series A Preferred Stock; (b) on a parity with shares of the Series A B Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices per share thereof are different from those of the Series A Preferred Stock, if the holders of stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority of one over the other as between the holders of such stock and the holders of shares of Series A Preferred Stock; and (c) junior to shares of the Series A Preferred Stock, either as to dividends or the distribution of assets upon liquidation, dissolution or winding up, or both, if such class or classes stock or series shall be Common Stock or Class B Stock or if the holders of the Series A B Preferred Stock shall be entitled by the terms thereof to the receipt of dividends or dividends, and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of stock shares of such class stock or classes series (including, but not limited to preferences as to payment of dividends or series. other amounts distributable upon liquidation) ("Junior Securities"). (b) The respective definitions of Senior Securities, Junior Securities and Parity Securities shall also include any rights or options exercisable or exchangeable for or convertible into any of the Senior Securities, Junior Securities and Parity Securities, as the case may be. (c) The Series A B Preferred Stock shall rank, as to dividends and upon liquidation, dissolution or winding up, senior be subject to the Corporation's Series A creation of Junior Participating Preferred Stock. Exhibit B Director Designees ------------------Securities and Parity Securities.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A JJ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A JJ Preferred Stock (and as used herein, the term “senior to the Series JJ Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series JJ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A JJ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A JJ Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A JJ Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series JJ Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A JJ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series JJ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A JJ Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series JJ Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series JJ Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A JJ Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock. Exhibit B Director Designees ------------------, Series I, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF, 4.75% Non-Cumulative Preferred Stock, Series GG, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A HH Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A HH Preferred Stock (and as used herein, the term “senior to the Series HH Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series HH Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A HH Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A HH Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A HH Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series HH Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A HH Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series HH Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A HH Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series HH Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series HH Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A HH Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF and 4.75% Non-Cumulative Preferred Stock, Series GG.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A Q Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A Q Preferred Stock (and as used herein, the term “senior to the Series Q Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series Q Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A Q Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A Q Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A Q Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series Q Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A Q Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series Q Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A Q Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series Q Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series Q Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A Q Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock. Exhibit B Director Designees ------------------, Series I, 8.625% Non-Cumulative Preferred Stock, Series J, 5.50% Non-Cumulative Preferred Stock, Series O and 5.45% Non-Cumulative Preferred Stock, Series P.

Rank. Any capital stock of any class or classes or series of the Corporation shall be deemed to rank: (a) prior senior to shares of the Series A DD Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of shares of the Series A DD Preferred Stock (and as used herein, the term “senior to the Series DD Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series DD Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); (b) on a parity with shares of the Series A DD Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices preferences per share thereof are be different from those of the Series A DD Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed distributable upon liquidation, dissolution or winding winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation pricespreferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series A DD Preferred Stock (and as used herein, the term “Parity Preferred Stock; and (c) junior ,” and “on a parity with the Series DD Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series A DD Preferred Stock, either as to dividends or upon liquidation, dissolution or winding winding-up, or both, as the context may require); and (c) junior to shares of the Series DD Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or classes or series shall be Common Stock common stock or if the holders of the Series A DD Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding winding-up, as the case may be, in preference or priority to the holders of capital stock of such class or classes series (and as used herein, the term “junior to the Series DD Preferred Stock” and like terms refer to the common stock and any other class or seriesseries of capital stock over which the Series DD Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series A DD Preferred Stock shall rank, rank as to dividends and upon liquidation, dissolution or winding up, senior to winding-up on a parity with the Corporation's Series A Junior Participating ’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock. Exhibit B Director Designees ------------------, Series I, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC.