17,000,000 Depositary Shares BB&T Corporation Each Representing 1/1,000th Interest in a Share of Series H Non-Cumulative Perpetual Preferred Stock Underwriting AgreementUnderwriting Agreement • March 9th, 2016 • 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 or cause to be issued and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 17,000,000 Depositary Shares (the “Firm Shares”), each representing 1/1,000th ownership interest in a share of the Company’s Series H 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 BB&T Securities, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC (together, the “Representatives”), up to 2,550,000 additional Depositary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares may be collectively referred to herein as the “Shares
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.
