Exhibit 4.13 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • August 4th, 2005 • Bb&t Corp • National commercial banks • Delaware
Exhibit 2(c) AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 17th, 1997 • Southern National Corp /Nc/ • National commercial banks • North Carolina
AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • November 14th, 1996 • Southern National Corp /Nc/ • National commercial banks • North Carolina
EXHIBIT 8 October 23, 1997 BB&T Corporation 200 West Second Street Winston- Salem, North Carolina 27101 Re: Registration Statement on Form S-4 (the "Registration Statement") with respect to shares to be issued pursuant to the Agreement and Plan of...Reorganization Agreement • October 23rd, 1997 • Bb&t Corp • National commercial banks
EXHIBIT 99(B) THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN. OPTION AGREEMENT This OPTION AGREEMENT, dated as of the 22nd day of August, 1996, between SOUTHERN NATIONAL CORPORATION ("SNC"), a North Carolina...Option Agreement • January 15th, 1997 • Southern National Corp /Nc/ • National commercial banks • Virginia
EXHIBIT 10(s) EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Agreement") is executed as of February 6, 2000, by and between BRANCH BANKING AND TRUST COMPANY ("Employer"), a bank organized under the laws of the State of North...Employment Agreement • March 16th, 2001 • Bb&t Corp • National commercial banks • North Carolina
RECITALS: --------Stock Option Agreement • April 12th, 2001 • Bb&t Corp • National commercial banks • North Carolina
AMENDED AND RESTATED TRUST AGREEMENT among BB&T CORPORATION, as Depositor U. S. BANK NATIONAL ASSOCIATION, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and the several Holders of the Trust Securities Dated as of October 28, 2009...Trust Agreement • October 28th, 2009 • Bb&t Corp • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 28, 2009 among (i) BB&T Corporation, a North Carolina corporation (including any successors or assigns, the “Depositor”), (ii) U.S. Bank National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, “U.S. Bank”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Frances B. Jones, an individual, and Christopher L. Henson, an individual, each of whose address is c/o BB&T Corporation, 200 West Second Street, Winston-Salem, NC 27101 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee, and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and (v) the several Holders, as hereinafter defined.
DEPOSIT AGREEMENT among SUNTRUST BANKS, INC., U.S. BANK NATIONAL ASSOCIATION as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of November 7, 2014Deposit Agreement • December 9th, 2019 • Truist Financial Corp • National commercial banks • New York
DEPOSIT AGREEMENT dated as of November 7, 2014, among (i) SUNTRUST BANKS, INC., a Georgia corporation, (ii) U.S. Bank National Association, a national banking association formed under the laws of the United States, and (iii) the holders from time to time of the Receipts described herein.
GUARANTEE AGREEMENT by and between BB&T CORPORATION as Guarantor and U.S. BANK NATIONAL ASSOCIATION as Guarantee Trustee relating to BB&T CAPITAL TRUST V Dated as of September 10, 2008Guarantee Agreement • September 10th, 2008 • Bb&t Corp • National commercial banks • New York
GUARANTEE AGREEMENT, dated as of September 10, 2008, between BB&T CORPORATION, a North Carolina corporation (the “Guarantor”), having its principal office at 200 West Second Street, Winston-Salem, North Carolina 27101, and U.S. Bank National Association, a national banking association, as trustee (in such capacity, the “Guarantee Trustee” and, in its separate corporate capacity and not in its capacity as Guarantee Trustee, “U.S. Bank”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of BB&T CAPITAL TRUST V, a Delaware statutory trust (the “Issuer Trust”).
DEPOSIT AGREEMENT between BB&T CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary Dated as of May 1, 2012Deposit Agreement • May 1st, 2012 • Bb&t Corp • National commercial banks • New York
DEPOSIT AGREEMENT dated as of May 1, 2012, between (i) BB&T CORPORATION, a North Carolina corporation, on the one hand, and (ii) COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered national association (the “Trust Company”), jointly as Depositary (as hereinafter defined), on the other hand.
33,450,000 Shares BB&T Corporation Common Stock ($5.00 par value) Underwriting AgreementUnderwriting Agreement • August 21st, 2009 • Bb&t Corp • National commercial banks • New York
BB&T Corporation, a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 33,450,000 shares (the “Firm Shares”) and, at the election of Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (together, the “Representatives”), up to 5,011,538 additional shares (the “Optional Shares”) of the Company’s common stock, $5.00 par value (the “Common Stock”). The Firm Shares and the Optional Shares may be collectively referred to herein as the “Shares.”
EXHIBIT 2 AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION [INCLUDED AS APPENDIX I TO THE PROXY STATEMENT/PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT]Agreement and Plan of Reorganization • January 15th, 1997 • Southern National Corp /Nc/ • National commercial banks
EXHIBIT 2 AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION [INCLUDED AS APPENDIX I TO THE PROXY STATEMENT/PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT]
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2009 • Bb&t Corp • National commercial banks • North Carolina
This 2008 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 13th day of November, 2008, (the “Effective Date”), by and among BB&T CORPORATION, a North Carolina corporation (“BB&T”), BRANCH BANKING AND TRUST COMPANY, a North Carolina chartered commercial bank (“BBTC”), and CHARLES LEON WILSON, III, an individual (“Executive”). BB&T and BBTC are collectively referred to as the “Employer”.
EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2016 • Bb&t Corp • National commercial banks • North Carolina
Truist Financial Corporation (a North Carolina corporation) Medium-Term Notes, Series I (Senior) Medium-Term Notes, Series J (Subordinated) DISTRIBUTION AGREEMENTDistribution Agreement • January 19th, 2024 • Truist Financial Corp • National commercial banks • New York
1,000,000 Depositary Shares Truist Financial Corporation Each Representing 1/25th Interest in a Share of 5.100% Series Q Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock Underwriting AgreementUnderwriting Agreement • June 19th, 2020 • Truist Financial Corp • National commercial banks • New York
Truist Financial Corporation (f/k/a BB&T Corporation), a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 1,000,000 Depositary Shares (the “Shares”), each representing 1/25th ownership interest in a share of the Company’s 5.100% Series Q Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”). RBC Capital Markets, LLC, Goldman Sachs & Co. LLC and SunTrust Robinson Humphrey, Inc. are collectively referred to herein as the “Representatives.” The Preferred Stock, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Shares that are to be issued by Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Depositary”) under a
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2008 • Bb&t Corp • National commercial banks • North Carolina
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the or this “Agreement”), dated as of the 25th day of April, 2002, to be effective as of the 1st day of January, 2002, by and among BB&T CORPORATION, a North Carolina corporation (“BB&T”), BRANCH BANKING AND TRUST COMPANY, a North Carolina chartered commercial bank (the “Employer”), and C. LEON WILSON, III (the “Employee”).
RECITALS: --------Stock Option Agreement • March 6th, 2001 • Bb&t Corp • National commercial banks • North Carolina
BB&T CORPORATION 2012 INCENTIVE PLAN Restricted Stock Unit Agreement (Performance-Based Vesting Component) (Senior Executive)Restricted Stock Unit Agreement • April 30th, 2014 • Bb&t Corp • National commercial banks • North Carolina
THIS AGREEMENT (the “Agreement”), made effective as of _____________ (the “Grant Date”), between BB&T CORPORATION, a North Carolina corporation (“BB&T”) for itself and its Affiliates, and the Employee (the “Participant”) specified in the above Notice of Grant and Agreement (the “Notice of Grant”), is made pursuant to and subject to the provisions of the BB&T Corporation 2012 Incentive Plan, as it may be amended and/or restated (the “Plan”).
DEPOSIT AGREEMENT between BB&T CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary Dated as of May 1, 2013Deposit Agreement • May 1st, 2013 • Bb&t Corp • National commercial banks • New York
DEPOSIT AGREEMENT dated as of May 1, 2013, between (i) BB&T CORPORATION, a North Carolina corporation, on the one hand, and (ii) COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined), on the other hand.
BB&T CORPORATION 2012 INCENTIVE PLANLtip Award Agreement • April 30th, 2019 • Bb&t Corp • National commercial banks • North Carolina
THIS AGREEMENT (the “Agreement”), made effective as of February __, 2019 (the “Grant Date”), between BB&T CORPORATION, a North Carolina corporation (“BB&T”), and <<First Name>> <<MI>> <<Last Name>>, an Employee (the “Participant”).
GUARANTEE AGREEMENT by and between BB&T CORPORATION as Guarantor and U.S. BANK NATIONAL ASSOCIATION as Guarantee Trustee relating to BB&T CAPITAL TRUST VI Dated as of __________________Guarantee Agreement • July 25th, 2008 • Bb&t Corp • National commercial banks • New York
GUARANTEE AGREEMENT, dated as of ___________________, between BB&T CORPORATION, a North Carolina corporation (the “Guarantor”), having its principal office at 200 West Second Street, Winston-Salem, North Carolina 27101, and U.S. Bank National Association, a national banking association, as trustee (in such capacity, the “Guarantee Trustee” and, in its separate corporate capacity and not in its capacity as Guarantee Trustee, “U.S. Bank”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of BB&T CAPITAL TRUST VI, a Delaware statutory trust (the “Issuer Trust”).
RecitalsReplacement Capital Covenant • June 12th, 2007 • Bb&t Corp • National commercial banks
consecutive trading days ending on the fourth trading day immediately preceding the date of issuance multiplied by the total number of issued and outstanding shares of Common Stock as of the date of the Corporation’s most recent publicly available consolidated financial statements; or
BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Nonqualified Stock Option Agreement (Employee)Nonqualified Stock Option Agreement • February 28th, 2008 • Bb&t Corp • National commercial banks • North Carolina
THIS AGREEMENT (the “Agreement”), dated effective as of ____________, 20___, between BB&T CORPORATION, a North Carolina corporation (“BB&T”) for itself and its Affiliates, and <<First Name>> <<MI>> <<Last Name>>, an Employee (the “Participant”), is made pursuant to and subject to the provisions of the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan, and it may be amended and/or restated (the “Plan”).
Restricted Stock Unit Agreement (Non-Employee Directors)Restricted Stock Unit Agreement • April 30th, 2019 • Bb&t Corp • National commercial banks • North Carolina
THIS AGREEMENT (the “Agreement”), made effective as of February 26, 2019 (the “Grant Date”), between BB&T CORPORATION, a North Carolina corporation (“BB&T”), for itself and its Affiliates, and the Non-Employee Director (the “Participant”) specified in the above Notice of Grant and Agreement (the “Notice of Grant”), is made pursuant to and subject to the provisions of the BB&T Corporation 2012 Incentive Plan, as it may be amended and/or restated from time to time (the “Plan”).
TRUIST FINANCIAL CORPORATION 2022 INCENTIVE PLAN LTIP Award Agreement (Senior Executive – 60/10 Retirement)Ltip Award Agreement • May 9th, 2024 • Truist Financial Corp • National commercial banks • North Carolina
THIS AGREEMENT (the “Agreement”), made effective as of February 26, 2024 (the “Grant Date”), between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”), and [Name], an Employee (the “Participant”).
DEPOSIT AGREEMENT between TRUIST FINANCIAL CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary Dated as of June 1, 2020Deposit Agreement • June 1st, 2020 • Truist Financial Corp • National commercial banks • New York
DEPOSIT AGREEMENT, dated as of June 1, 2020, between (i) TRUIST FINANCIAL CORPORATION, a North Carolina corporation, on the one hand, and (ii) COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined), on the other hand.
DEPOSIT AGREEMENT among SUNTRUST BANKS, INC., U.S. BANK NATIONAL ASSOCIATION as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of September 12, 2006Deposit Agreement • December 6th, 2019 • Bb&t Corp • National commercial banks • New York
DEPOSIT AGREEMENT dated as of September 12, 2006, among (i) SUNTRUST BANKS, INC., a Georgia corporation, (ii) U.S. Bank National Association, a national banking association formed under the laws of the United States, and (iii) the holders from time to time of the Receipts described herein.
DEPOSIT AGREEMENT between BB&T CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary Dated as of March 9, 2016Deposit Agreement • March 9th, 2016 • Bb&t Corp • National commercial banks • New York
DEPOSIT AGREEMENT, dated as of March 9, 2016, between (i) BB&T CORPORATION, a North Carolina corporation, on the one hand, and (ii) COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined), on the other hand.
TRUIST FINANCIAL CORPORATION 2022 INCENTIVE PLAN Restricted Stock Unit Agreement (Performance-Based Vesting Component) (Senior Executive)Restricted Stock Unit Agreement • May 1st, 2023 • Truist Financial Corp • National commercial banks • North Carolina
THIS AGREEMENT (the “Agreement”), made effective as of February 27, 2023 the “Grant Date”), between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”) for itself and its Affiliates, and the Employee (the “Participant”) specified in the accompanying Notice of Grant and Agreement (the “Notice of Grant”), is made pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan, as it may be amended and/or restated (the “Plan”).
AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • July 25th, 2008 • Bb&t Corp • National commercial banks • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 21, 2008 (this “Trust Agreement”), is made by and among (i) BB&T Corporation, a North Carolina corporation (the “Depositor”); (ii) Wilmington Trust Company, a Delaware banking corporation, as trustee; and (iii) Frances B. Jones and Christopher L. Henson, each an individual, as trustees (each of such trustees in (ii) and (iii) a “Trustee” and collectively, the “Trustees”).
AMENDED AND RESTATED TRUST AGREEMENT among BB&T CORPORATION, as Depositor U. S. BANK NATIONAL ASSOCIATION, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and the several Holders of the Trust Securities Dated as of _________________...Trust Agreement • July 25th, 2008 • Bb&t Corp • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of __________________________among (i) BB&T Corporation, a North Carolina corporation (including any successors or assigns, the “Depositor”), (ii) U.S. Bank National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank” or “U.S. Bank”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Frances B. Jones, an individual, and Christopher L. Henson, an individual, each of whose address is c/o BB&T Corporation, 200 West Second Street, Winston-Salem, NC 27101 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee, and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and (v) the several Holders, as hereinafter
Exhibit 99(b) STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of February 6, 2000 by and between ONE VALLEY BANCORP, INC., a West Virginia corporation ("One Valley" or "Issuer"), and BB&T CORPORATION,...Stock Option Agreement • March 24th, 2000 • Bb&t Corp • National commercial banks • North Carolina
FIRST AMENDMENT TOEmployment Agreement • July 31st, 2019 • Bb&t Corp • National commercial banks
This First Amendment (this “Amendment”) to the 2016 Employment Agreement, effective as of January 1, 2016 (the “Employment Agreement”), by and among BB&T Corporation (“BB&T”), Branch Banking and Trust Company and William Bennett Bradley (“Executive”), is entered into as of May __, 2019, and amends the Employment Agreement with effect upon, and subject to, the consummation of the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of February 7, 2019, by and between BB&T and SunTrust Banks, Inc. (the “Merger Agreement”). Capitalized terms used herein without definitions have the meanings ascribed to such terms in the Employment Agreement.
