| || |
|Depositary Receipt No. 1 || ||CUSIP No.: 89832Q760|
| || ||ISIN No.: US89832Q7604|
UNLESS THIS GLOBAL RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE DEPOSITARY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE DEPOSIT AGREEMENT REFERRED TO BELOW.
500,000 DEPOSITARY SHARES
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH
REPRESENTING 1/100TH OF ONE SHARE OF PERPETUAL PREFERRED STOCK,
TRUIST FINANCIAL CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA
SEE REVERSE FOR CERTAIN DEFINITIONS
Dividend Payment Dates: Beginning June 15, 2020, through December 15, 2027, each June 15 and December 15. Beginning March 15, 2028, each March 15, June 15, September 15 and December 15.
U.S. BANK NATIONAL ASSOCIATION, as Depositary (the Depositary), hereby certifies that Cede & Co. is the registered owner of five-hundred thousand (500,000) DEPOSITARY SHARES (Depositary Shares), each Depositary Share representing 1/100th of one share of Perpetual Preferred Stock, Series M, par value $5.00 per share, liquidation preference $100,000 per share, (the Stock), of Truist Financial Corporation, a North Carolina corporation (the Corporation), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of November 14, 2017 (the Deposit Agreement), among the Corporation (as successor by merger to SunTrust Banks, Inc.), the Depositary and the holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit