We are offering 64,000,000 depositary shares, each representing a 1/400th interest in a share of our perpetual 8.625% Non-Cumulative Preferred Stock, Series J, $1 par value, with a liquidation preference of $10,000 per share (equivalent to $25 per depositary share) (the ˘Preferred Stock÷). Each depositary share entitles the holder, through the depositary, to a proportional fractional interest in all rights and preferences of the Preferred Stock represented by the depositary share.
We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of our board, at a rate of 8.625% per annum, payable quarterly, in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2008. Dividends on the Preferred Stock will not be cumulative. Upon the payment of any dividends on the Preferred Stock, holders of depositary shares will receive a related proportionate payment.
We may redeem the Preferred Stock on any dividend payment date on or after September 1, 2013, in whole or from time to time in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. If we redeem any Preferred Stock, the depositary will redeem the related depositary shares. Any redemption of the depositary shares or the Preferred Stock is subject to our commitments in the replacement capital covenant described in this prospectus supplement and applicable law.