DEPOSIT AGREEMENT among CULLEN/FROST BANKERS, INC. and COMPUTERSHARE INC., as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of November 19, 2020Deposit Agreement • November 19th, 2020 • Cullen/Frost Bankers, Inc. • National commercial banks • New York
DEPOSIT AGREEMENT dated as of November 19, 2020, among (i) Cullen/Frost Bankers, Inc., a Texas corporation, (ii) Computershare Inc., a Delaware corporation, and (iii) the Holders from time to time of the Receipts described herein.
6,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of Underwriting AgreementUnderwriting Agreement • November 19th, 2020 • Cullen/Frost Bankers, Inc. • National commercial banks • New York
Cullen/Frost Bankers, Inc., a Texas corporation, (the “Company”), proposes to issue and sell to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Morgan Stanley & Co. LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC are acting as representatives (the “Representatives”), 6,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of its 4.450% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share and liquidation preference $1,000 per share (the “Preferred Stock”). The Preferred Stock will have terms and provisions set forth in a certificate of designations (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of Texas, which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof).
