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.
in a Share of Series D Non-Cumulative Perpetual Preferred Stock Underwriting AgreementBb&t Corp • May 1st, 2012 • 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 or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 20,000,000 Depositary Shares (the “Firm Shares”), each representing 1/1000th ownership interest in a share of the Company’s Series D Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”), and, at the election of Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital Markets, a division of Scott & Stringfellow, LLC, Deutsche Bank Securities Inc., and Wells Fargo Securities, LLC (together, the “Representatives”), up to 3,000,000 additional Depositary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares may be collectively referred to herein as the “Shares.” The Preferred Stock, when issued, will be deposited against delivery
