july 17, july · sabastian v. niles alison zieske preiss tijana j. dvornic jenna e. levine ryan a....

MARTIN LIPTON

HERBERT M. WACHTELL

THEODORE N. MIRVIS

EDWARD D. HERLIHY

DANIEL A. NEFF

ANDREW R. BROWNSTEIN

MARC WOLINSKY

STEVEN A. ROSENBLUM

JOHN F. SAVARESE

SCOTT K. CHARLES

JODI J. SCHWARTZ

ADAM O. EMMERICH

RALPH M. LEVENE

RICHARD G. MASON

DAVID M. SILK

ROBIN PANOVKA

DAVID A. KATZ

ILENE KNABLE GOTTS

JEFFREY M. WINTNER

TREVOR S. NORWITZ

BEN M. GERMANA

ANDREW J. NUSSBAUM

RACHELLE SILVERBERG

STEVEN A. COHEN

DEBORAH L. PAUL

DAVID C. KARP

RICHARD K. KIM

JOSHUA R. CAMMAKER

MARK GORDON

JOSEPH D. LARSON

JEANNEMARIE O’BRIEN

WAYNE M. CARLIN

STEPHEN R. DiPRIMA

NICHOLAS G. DEMMO

IGOR KIRMAN

JONATHAN M. MOSES

T. EIKO STANGE

JOHN F. LYNCH

WILLIAM SAVITT

ERIC M. ROSOF

GREGORY E. OSTLING

DAVID B. ANDERS

ANDREA K. WAHLQUIST

51 WEST 52ND STREET

NEW YORK, N .Y . 10019 -6150

TELEPHONE: (212) 403 -1000

FACSIMILE: (212) 403 -2000

ADAM J. SHAPIRO

NELSON O. FITTS

JOSHUA M. HOLMES

DAVID E. SHAPIRO

DAMIAN G. DIDDEN

IAN BOCZKO

MATTHEW M. GUEST

DAVID E. KAHAN

DAVID K. LAM

BENJAMIN M. ROTH

JOSHUA A. FELTMAN

ELAINE P. GOLIN

EMIL A. KLEINHAUS

KARESSA L. CAIN

RONALD C. CHEN

GORDON S. MOODIE

DONGJU SONG

BRADLEY R. WILSON

GRAHAM W. MELI

GREGORY E. PESSIN

CARRIE M. REILLY

MARK F. VEBLEN

VICTOR GOLDFELD

EDWARD J. LEE

BRANDON C. PRICE

KEVIN S. SCHWARTZ

MICHAEL S. BENN

SABASTIAN V. NILES

ALISON ZIESKE PREISS

TIJANA J. DVORNIC

JENNA E. LEVINE

RYAN A. McLEOD

ANITHA REDDY

JOHN L. ROBINSON

JOHN R. SOBOLEWSKI

STEVEN WINTER

EMILY D. JOHNSON

JACOB A. KLING

RAAJ S. NARAYAN

VIKTOR SAPEZHNIKOV

MICHAEL J. SCHOBEL

ELINA TETELBAUM

GEORGE A. KATZ (1965-1989)

JAMES H. FOGELSON (1967-1991)

LEONARD M. ROSEN (1965-2014)

OF COUNSEL

WILLIAM T. ALLEN

MARTIN J.E. ARMS

MICHAEL H. BYOWITZ

GEORGE T. CONWAY III

KENNETH B. FORREST

SELWYN B. GOLDBERG

PETER C. HEIN

MEYER G. KOPLOW

LAWRENCE S. MAKOW

DOUGLAS K. MAYER

MARSHALL L. MILLER

PHILIP MINDLIN

ROBERT M. MORGENTHAU

DAVID S. NEILL

HAROLD S. NOVIKOFF

LAWRENCE B. PEDOWITZ

ERIC S. ROBINSON

PATRICIA A. ROBINSON*

ERIC M. ROTH

PAUL K. ROWE

DAVID A. SCHWARTZ

MICHAEL J. SEGAL

ELLIOTT V. STEIN

WARREN R. STERN

PAUL VIZCARRONDO, JR.

PATRICIA A. VLAHAKIS

AMY R. WOLF

* ADMITTED IN THE DISTRICT OF COLUMBIA

COUNSEL

DAVID M. ADLERSTEIN

AMANDA K. ALLEXON

LOUIS J. BARASH

FRANCO CASTELLI

DIANNA CHEN

ANDREW J.H. CHEUNG

PAMELA EHRENKRANZ

KATHRYN GETTLES-ATWA

ADAM M. GOGOLAK

NANCY B. GREENBAUM

MARK A. KOENIG

LAUREN M. KOFKE

J. AUSTIN LYONS

ALICIA C. McCARTHY

PAULA N. RAMOS

NEIL M. SNYDER

S. CHRISTOPHER SZCZERBAN

JEFFREY A. WATIKER

Direct Dial: (212) 403-1127

Direct Fax: (212) 403-2127

E-Mail: [email protected]

July 17, 2019

W/3489406

VIA EAPPS

Mr. Adam M. Drimer

Assistant Vice President

Federal Reserve Bank of Richmond

701 East Byrd Street

Richmond, VA 23219

Re: Response to Additional Information Requests on the Application

of BB&T Corporation to Acquire by Merger SunTrust Banks, Inc.,

SunTrust Bank Holding Company and SunTrust Bank

Dear Mr. Drimer:

This relates to the application (the “Application”) that BB&T Corporation (“BB&T”)

submitted to the Board of Governors of the Federal Reserve System (the “Board”) and the

Federal Reserve Bank of Richmond (the “Reserve Bank,” and together with the Board, the

“Federal Reserve”), for prior approval to acquire by merger SunTrust Banks, Inc. (“SunTrust”)

and its subsidiary bank, SunTrust Bank, pursuant to sections 3(a)(3) and (5) of the Bank Holding

WACHTELL, LIPTON, ROSEN & KATZ

MARTIN LIPTON RACHELLE SILVERBERG 51 WEST 52ND STREET ADAM J. SHAPIRO MARK F. VEBLEN

HERBERT M. WACHTELL STEVEN A. COHEN NELSON 0. FITTS VICTOR GOLDFIELD

THEODORE N. MIRVIS DEBORAH L. PAUL NEW YORK, N.Y. 10019-6150 JOSHUA M. HOLMES EDWARD J. LEEEDWARD D. HERLIHY DAVID C. KARP DAVID E. SHAPIRO BRANDON C. PRICE

DANIEL A. NEFF RICHARD K. KIM TELEPHONE: (212) 403 -1000 DAMIAN G. DIDDEN KEVIN S. SCHWARTZ

ANDREW R. BROWNSTEIN JOSHUA R. CAMMAKER IAN BOCZKO MICHAEL S. BENN

MARC WOLINSKY MARK GORDON FACSIMILE: (212) 403 -2000 MATTHEW M. GUEST SABASTIAN V. NILESSTEVEN A. ROSENBLUM JOSEPH D. LARSON DAVID E. KAHAN ALISON ZIESKE PREISS

JOHN F. SAVARESE JEANNEMARIE O'BRIEN GEORGE A. KATZ (1965-1989) DAVID K. LAM TIJANA J. DVORNIC

SCOTT K. CHARLES WAYNE M. CARLIN JAMES H. FOGELSON (1967-1991) BENJAMIN M. ROTH JENNA E. LEVINE

JODI J. SCHWARTZ STEPHEN R. D,PRIMA LEONARD M. ROSEN (1965-2014) JOSHUA A. FELTMAN RYAN A. McLEOD

ADAM 0. EMMERICH NICHOLAS 0. DEMMO ______ELAINE P. GOLIN ANITHA REDDY

RALPH M. LEVENE IGOR KIRMAN OF COUNSEL EMIL A. KLEINHAUS JOHN L. ROBINSON

RICHARD G. MASON JONATHAN M. MOSES KARESSA L. CAIN JOHN R. SOBOLEWSKI

DAVID M. SILK T. EIKO STANGE WILLIAM T. ALLEN HAROLD S. NOVIKOFF RONALD C. CHEN STEVEN WINTER

ROBIN PANOVKA JOHN F. LYNCH MARTIN J.E. ARMS LAWRENCE B. PEDOWITZ GORDON S. MOODIE EMILY D. JOHNSON

DAVID A. KATZ WILLIAM SAVITT MICHAEL H. BYOWITZ ERIC S. ROBINSON DONGJU SONG JACOB A. KLING

ILENE KNABLE GOTTS ERIC M. ROSOF GEORGE T. CONWAY III PATRICIA A. ROBINSON* BRADLEY R. WILSON RAAJ S. NARAYAN

JEFFREY M. WINTNER GREGORY E. OSTLING KENNETH B. FORREST ERIC M. ROTH GRAHAM W. MELI VIKTOR SAPEZHNIKOV

TREVOR S. NORWITZ DAVID B. ANDERS SELWYN B. GOLDBERG PAUL K. ROWE GREGORY E. PESSIN MICHAEL J. SCHOBEL

BEN M. GERMANA ANDREA K. WAHLOUIST PETER C. HEIN DAVID A. SCHWARTZ CARRIE M. REILLY ELINA TETELBAUM

ANDREW J. NUSSBAUM MEYER G. KOPLOW MICHAEL J. SEGAL

LAWRENCE S. MAKOW ELLIOTT V. STEIN

DOUGLAS K. MAYER WARREN R. STERN

MARSHALL L. MILLER PAUL VIZCARRONDO. JR.

PHILIP MINDLIN PATRICIA A. VLAHAKIS

ROBERT M. MORGENTHAU AMY R. WOLF

DAVID S. NEILL

* ADMITTED IN THE DISTRICT OF COLUMBIA

COUNSEL

DAVID M. ADLERSTEIN NANCY B. GREENBAUM

AMANDA K. ALLEXON MARK A. KOENIG

LOUIS J. BARASH LAUREN M. KOFKE

FRANCO CASTELLI J. AUSTIN LYONS

DIANNA CHEN ALICIA C. McCARTHY

ANDREW J.H. CHEUNG PAULA N. RAMOS

PAMELA EHRENKRANZ NEIL M. SNYDER

KATHRYN GETTLES-ATWA S. CHRISTOPHER SZCZERBAN

ADAM M. GOGOLAK JEFFREY A. WATIKER

DIRECT DIAL: (212) 403-1127

DIRECT FAx: (212) 403-2127

E-MAIL: [email protected]

July 17, 2019

VIA EAPPS

Mr. Adam M. DrimerAssistant Vice PresidentFederal Reserve Bank of Richmond701 East Byrd StreetRichmond, VA 23219

Re: Response to Additional Information Requests on the Applicationof BB&T Corporation to Acquire by Merger SunTrust Banks, Inc.,SunTrust Bank Holding Company and SunTrust Bank

Dear Mr. Drimer:

This relates to the application (the "Application") that BB&T Corporation ("BB&T")submitted to the Board of Governors of the Federal Reserve System (the "Board") and theFederal Reserve Bank of Richmond (the "Reserve Bank," and together with the Board, the"Federal Reserve"), for prior approval to acquire by merger SunTrust Banks, Inc. ("SunTrust")and its subsidiary bank, SunTrust Bank, pursuant to sections 3(a)(3) and (5) of the Bank Holding

W13489406

Adam M. Drimer

July 17, 2019

Company Act, as amended (the “Proposed Transaction”). In particular, this submission (i)

provides information on the Community Benefits Plan for the combined company and combined

bank, to be named Truist Financial Corporation and Truist Bank, respectively, on consummation

of the Proposed Transaction, which BB&T and SunTrust announced on July 16, 2019, (ii)

responds to the requests for additional information that staff of the Board emailed to me on July

2, 2019 (the “AI Request”), and (iii) provides certain additional updated information.

Under the Community Benefits Plan, Truist Financial will lend or invest $60 billion to

low- and moderate-income (“LMI”) borrowers and in LMI communities across Truist Bank’s

footprint over a three-year period from 2020 to 2022. The terms of the Community Benefits

Plan include:

$31 billion for home purchase mortgage loans to LMI borrowers, LMI geographies,

minority borrowers and/or majority-minority geographies;

$7.8 billion for lending to businesses with revenues less than or equal to $1 million; and

$17.2 billion in community development lending for affordable housing development,

small business growth and lending to nonprofits that support the LMI community; and

$3.6 billion in Community Reinvestment Act (“CRA”) qualified investments and

philanthropy, of which $120 million will be designated for CRA-qualified philanthropic

giving.

In addition, the Community Benefits Plan furthers the legacy institutions’ commitment to

LMI and minority neighborhoods by seeking to open at least 15 new branches in those

communities across Truist Bank’s footprint during the 2020 to 2022 period. The Community

Benefits Plan also reaffirms the legacy institutions’ support for smaller communities by

providing that Truist Bank will not close any branches in communities with less than 2,500

people, during the same three-year period.

The Community Benefits Plan demonstrates BB&T’s and SunTrust’s dedication to

continuing to support all the communities they serve. Execution of the Community Benefits

Plan by Truist Financial will provide benefits throughout communities in states where Truist

Bank will operate. This plan resulted from the input received in multiple listening sessions that

BB&T and SunTrust hosted in metropolitan and rural communities around the combined

institution’s footprint and in the public meetings in Atlanta, Georgia, and Charlotte, North

Carolina, that the Federal Reserve and the FDIC hosted. More detailed information on the

Community Benefits Plan is provided is Exhibit 1 and Confidential Exhibit A.


Adam M. DrimerJuly 17, 2019Page 2

Company Act, as amended (the "Proposed Transaction"). In particular, this submission (i)provides information on the Community Benefits Plan for the combined company and combinedbank, to be named Truist Financial Corporation and Truist Bank, respectively, on consummationof the Proposed Transaction, which BB&T and SunTrust announced on July 16, 2019, (ii)responds to the requests for additional information that staff of the Board emailed to me on July2, 2019 (the "Al Request"), and (iii) provides certain additional updated information.

Under the Community Benefits Plan, Truist Financial will lend or invest $60 billion tolow- and moderate-income ("LMI") borrowers and in LMI communities across Truist Bank'sfootprint over a three-year period from 2020 to 2022. The terms of the Community BenefitsPlan include:

* $31 billion for home purchase mortgage loans to LMI borrowers, LMI geographies,minority borrowers and/or majority-minority geographies;

* $7.8 billion for lending to businesses with revenues less than or equal to $1 million; and

* $17.2 billion in community development lending for affordable housing development,small business growth and lending to nonprofits that support the LMI community; and

* $3.6 billion in Community Reinvestment Act ("CRA") qualified investments andphilanthropy, of which $120 million will be designated for CRA-qualified philanthropicgiving.

In addition, the Community Benefits Plan furthers the legacy institutions' commitment toLMI and minority neighborhoods by seeking to open at least 15 new branches in thosecommunities across Truist Bank's footprint during the 2020 to 2022 period. The CommunityBenefits Plan also reaffirms the legacy institutions' support for smaller communities byproviding that Truist Bank will not close any branches in communities with less than 2,500people, during the same three-year period.

The Community Benefits Plan demonstrates BB&T's and SunTrust's dedication tocontinuing to support all the communities they serve. Execution of the Community BenefitsPlan by Truist Financial will provide benefits throughout communities in states where TruistBank will operate. This plan resulted from the input received in multiple listening sessions thatBB&T and SunTrust hosted in metropolitan and rural communities around the combinedinstitution's footprint and in the public meetings in Atlanta, Georgia, and Charlotte, NorthCarolina, that the Federal Reserve and the FDIC hosted. More detailed information on theCommunity Benefits Plan is provided is Exhibit 1 and Confidential Exhibit A.

Adam M. Drimer

July 17, 2019

The items in the AI Request are repeated in the Appendix in bold type with BB&T’s and

SunTrust’s response following each item. Accompanying this letter and the Appendix are: the

Public Exhibits Volume and the Confidential Exhibits Volume.

Confidential Treatment Request. Confidential treatment is respectfully requested under

the federal Freedom of Information Act, 5 U.S.C. § 552 (“FOIA”), and the Board’s

implementing regulations for the information contained in the Confidential Exhibits Volumes

(the “Confidential Materials”). The Confidential Materials include, for example, nonpublic

information regarding the business strategies and plans, and certain personnel decisions of (i)

BB&T and its subsidiary bank, Branch Banking and Trust Company (“Branch Bank”), and (ii)

SunTrust and SunTrust Bank, and other information regarding additional matters of a similar

nature, the public disclosure of which would result in substantial competitive harm to these

companies and banks. BB&T and SunTrust both customarily and actually treat as private the

information in the Confidential Materials and do not customarily disclose to the public the

information therein or make it publicly available in any way, and this information is being

provided to the Board under an assurance and expectation of privacy. Other exemptions from

disclosure may also apply. In addition, potential investors could be influenced or misled by such

information, which is not reported in any documents filed or to be filed in accordance with the

disclosure requirements of applicable securities laws, as a result of which BB&T or SunTrust

could be exposed to potential inadvertent violations of law or exposure to legal claims.

Accordingly, confidential treatment is respectfully requested with respect to the Confidential

Materials under 5 U.S.C. § 552(b) and the Board’s implementing regulations.

Please contact me or Richard K. Kim at (212) 403-1354 before any public release of any

of this information pursuant to a request under FOIA or a request or demand for disclosure by

any governmental agency, congressional office or committee, court or grand jury. Such prior

notice is necessary so that BB&T, Branch Bank, SunTrust and SunTrust Bank may take

appropriate steps to protect such information from disclosure.

* * * * * * * * *

If you have any questions about this submission or confidential treatment request, please

do not hesitate to contact me, Richard K. Kim or my colleague Amanda K. Allexon at (212) 403-

1134.

Sincerely,

Patricia A. Robinson



The items in the Al Request are repeated in the Appendix in bold type with BB&T's andSunTrust's response following each item. Accompanying this letter and the Appendix are: thePublic Exhibits Volume and the Confidential Exhibits Volume.

Confidential Treatment Request. Confidential treatment is respectfully requested underthe federal Freedom of Information Act, 5 U.S.C. § 552 ("FOIA"), and the Board'simplementing regulations for the information contained in the Confidential Exhibits Volumes(the "Confidential Materials"). The Confidential Materials include, for example, nonpublicinformation regarding the business strategies and plans, and certain personnel decisions of (i)BB&T and its subsidiary bank, Branch Banking and Trust Company ("Branch Bank"), and (ii)SunTrust and SunTrust Bank, and other information regarding additional matters of a similarnature, the public disclosure of which would result in substantial competitive harm to thesecompanies and banks. BB&T and SunTrust both customarily and actually treat as private theinformation in the Confidential Materials and do not customarily disclose to the public theinformation therein or make it publicly available in any way, and this information is beingprovided to the Board under an assurance and expectation of privacy. Other exemptions fromdisclosure may also apply. In addition, potential investors could be influenced or misled by suchinformation, which is not reported in any documents filed or to be filed in accordance with thedisclosure requirements of applicable securities laws, as a result of which BB&T or SunTrustcould be exposed to potential inadvertent violations of law or exposure to legal claims.Accordingly, confidential treatment is respectfully requested with respect to the ConfidentialMaterials under 5 U.S.C. § 552(b) and the Board's implementing regulations.

Please contact me or Richard K. Kim at (212) 403-1354 before any public release of anyof this information pursuant to a request under FOIA or a request or demand for disclosure byany governmental agency, congressional office or committee, court or grand jury. Such priornotice is necessary so that BB&T, Branch Bank, SunTrust and SunTrust Bank may takeappropriate steps to protect such information from disclosure.

If you have any questions about this submission or confidential treatment request, pleasedo not hesitate to contact me, Richard K. Kim or my colleague Amanda K. Allexon at (212) 403-1134.

Sincerely,

Patricia A. Robinson

Adam M. Drimer

July 17, 2019

Enclosures

cc:

Michael J. Dean, Federal Deposit Insurance Corporation

Ray Grace, North Carolina Office of the Commissioner of Banks

Kevin B. Hagler, Georgia Department of Banking and Finance

(by email)

Richard L. Packard, Federal Deposit Insurance Corporation

Patrick D. Brennan, North Carolina Office of the Commissioner of Banks

Oscar B. Fears, III, Georgia Department of Banking and Finance

Murali Ramachandran, Georgia Department of Banking and Finance

Daryl N. Bible, BB&T Corporation and Branch Banking and Trust Company

Robert J. Johnson, Jr., BB&T Corporation and Branch Banking and Trust Company

Lisa B. McDougald, BB&T Corporation and Branch Banking and Trust Company

Ellen M. Fitzsimmons, SunTrust Banks, Inc. and SunTrust Bank

A. Michelle Willis, SunTrust Banks, Inc. and SunTrust Bank

Matthew M. Guest, Wachtell, Lipton, Rosen & Katz

Richard K. Kim, Wachtell, Lipton, Rosen & Katz

Eric M. Feinstein, Wachtell, Lipton, Rosen & Katz

Mitchell S. Eitel, Sullivan & Cromwell LLP

Michael T. Escue, Sullivan & Cromwell LLP

Yael R. Tzipori, Sullivan & Cromwell LLP



Enclosures

cc:Michael J. Dean, Federal Deposit Insurance CorporationRay Grace, North Carolina Office of the Commissioner of BanksKevin B. Hagler, Georgia Department of Banking and Finance

(by email)Richard L. Packard, Federal Deposit Insurance CorporationPatrick D. Brennan, North Carolina Office of the Commissioner of BanksOscar B. Fears, III, Georgia Department of Banking and FinanceMurali Ramachandran, Georgia Department of Banking and FinanceDaryl N. Bible, BB&T Corporation and Branch Banking and Trust CompanyRobert J. Johnson, Jr., BB&T Corporation and Branch Banking and Trust CompanyLisa B. McDougald, BB&T Corporation and Branch Banking and Trust CompanyEllen M. Fitzsimmons, SunTrust Banks, Inc. and SunTrust BankA. Michelle Willis, SunTrust Banks, Inc. and SunTrust BankMatthew M. Guest, Wachtell, Lipton, Rosen & KatzRichard K. Kim, Wachtell, Lipton, Rosen & KatzEric M. Feinstein, Wachtell, Lipton, Rosen & KatzMitchell S. Eitel, Sullivan & Cromwell LLPMichael T. Escue, Sullivan & Cromwell LLPYael R. Tzipori, Sullivan & Cromwell LLP

A-1

APPENDIX

Response to the Federal Reserve’s July 2, 2019 Requests for Additional Information on the

Application

The additional information response letter dated June 3, 2019 (“June 3 Letter”)

stated: “BB&T and SunTrust anticipate that decisions with respect to branch

consolidations and closing will not be made until after consummation of the

Proposed Transaction.” The Board has received a number of comments from

members of the public who have expressed concerns regarding potential branch

closures in connection with the proposed merger and how any branch closures could

adversely affect residents of low- and moderate-income (“LMI”), rural, and

minority communities. In light of the significant overlap of BB&T’s and SunTrust’s

branch networks, further information is necessary for staff to evaluate how the

proposed merger could impact access to branches in these communities. Provide a

list of branches in LMI census tracts, distressed or underserved nonmetropolitan

middle-income census tracts, and majority-minority census tracts that BB&T and

SunTrust anticipate would be closed, consolidated, or relocated in connection with

the proposed merger. For each branch anticipated to be closed, consolidated, or

relocated, provide the branch name, street address, city, state, and zip code, along

with the relevant classification of the census tract in which it is located (e.g., low-,

moderate-, middle- or upper-income; distressed or underserved nonmetropolitan

middle-income; majority-minority). In addition, for each of those branches, provide

the branch name, street address, city, state, zip code, and income classification of the

census tract for the closest surviving (receiving) branch, as well as the distance from

the closed, consolidated, or relocated branch. For branches that are anticipated to

be closed in such communities, describe any efforts that the bank plans to undertake

in order to mitigate the impact of the closing on the relevant community.

BB&T and SunTrust continue to make progress in integration planning; but, as

previously noted and due to antitrust restrictions, the banks will not be able to complete

the detailed analyses required to make specific market-by-market decisions about branch

openings, consolidations or closures until some period after the Proposed Transaction is

consummated. BB&T and SunTrust, however, have jointly adopted certain parameters

and constraints regarding branch network actions after consummations of the Proposed

Transaction to assure Truist Bank will continue the legacy banks’ strong records of

serving the convenience and needs of all its communities and will provide an exemplary

level of financial lending, services and investments to the LMI customers and majority-

minority communities they are privileged to serve.

The consummation of the Proposed Transaction and subsequent integration

activities provide a unique opportunity for Truist Bank to optimize its branch network

while enhancing services to customers and communities. As part of pre-merger planning

being conducted within appropriate legal guidelines, BB&T and SunTrust are focused on

the role of the branch network within the rapidly evolving context of customer

expectations, demands and interactions. Customer interactions – both for lending and

APPENDIX

Response to the Federal Reserve's July 2, 2019 Requests for Additional Information on theApplication

1. The additional information response letter dated June 3, 2019 ("June 3 Letter")stated: "BB&T and SunTrust anticipate that decisions with respect to branchconsolidations and closing will not be made until after consummation of theProposed Transaction." The Board has received a number of comments frommembers of the public who have expressed concerns regarding potential branchclosures in connection with the proposed merger and how any branch closures couldadversely affect residents of low- and moderate-income ("LMI"), rural, andminority communities. In light of the significant overlap of BB&T's and SunTrust'sbranch networks, further information is necessary for staff to evaluate how theproposed merger could impact access to branches in these communities. Provide alist of branches in LMI census tracts, distressed or underserved nonmetropolitanmiddle-income census tracts, and majority-minority census tracts that BB&T andSunTrust anticipate would be closed, consolidated, or relocated in connection withthe proposed merger. For each branch anticipated to be closed, consolidated, orrelocated, provide the branch name, street address, city, state, and zip code, alongwith the relevant classification of the census tract in which it is located (e.g., low-,moderate-, middle- or upper-income; distressed or underserved nonmetropolitanmiddle-income; majority-minority). In addition, for each of those branches, providethe branch name, street address, city, state, zip code, and income classification of thecensus tract for the closest surviving (receiving) branch, as well as the distance fromthe closed, consolidated, or relocated branch. For branches that are anticipated tobe closed in such communities, describe any efforts that the bank plans to undertakein order to mitigate the impact of the closing on the relevant community.

BB&T and SunTrust continue to make progress in integration planning; but, aspreviously noted and due to antitrust restrictions, the banks will not be able to completethe detailed analyses required to make specific market-by-market decisions about branchopenings, consolidations or closures until some period after the Proposed Transaction isconsummated. BB&T and SunTrust, however, have jointly adopted certain parametersand constraints regarding branch network actions after consummations of the ProposedTransaction to assure Truist Bank will continue the legacy banks' strong records ofserving the convenience and needs of all its communities and will provide an exemplarylevel of financial lending, services and investments to the LMI customers and majority-minority communities they are privileged to serve.

The consummation of the Proposed Transaction and subsequent integrationactivities provide a unique opportunity for Truist Bank to optimize its branch networkwhile enhancing services to customers and communities. As part of pre-merger planningbeing conducted within appropriate legal guidelines, BB&T and SunTrust are focused onthe role of the branch network within the rapidly evolving context of customerexpectations, demands and interactions. Customer interactions - both for lending and

A-1

A-2

account-servicing interactions – are migrating rapidly from a physical, branch-based

environment to one increasingly dependent on digital and self-service channels. Digital

and other self-service transactions are currently expected to represent more than half of

all transactional activity by 2021.1 Of course, branch networks remain vital to serving

many customer needs, but the evolving customer interaction trends provide an

opportunity and need to renovate branches to provide more effective and flexible

resources, to deploy more advanced-function Automated Teller Machines (“ATMs”) and

Interactive Teller Machines (“ITMs”), which are ATMs with a remote, live-teller

interface capability, and to provide additional technology solutions that enhance customer

experience and data security.

To ensure that Truist Bank’s network integration and optimization actions

maintain the legacy banks’ strong record of meeting the convenience and needs of

communities and serving LMI customers and majority-minority communities, BB&T and

SunTrust have agreed to the following guiding principles:

There will be no consolidations or closures of branches in overlapping states (i.e.,

states where both legacy institutions have branches), for at least one year after

consummation of the Proposed Transaction, other than the following limited

exceptions that are disclosed and discussed in the submission to the FDIC dated

July 16, 2019, and in Confidential Exhibit B :

o Branch actions disclosed to the regulators that are already planned and are

unrelated to the Proposed Transaction, most of which are short-distance

relocations of a legacy SunTrust Bank branch to a newly constructed

branch and all of which involve transfers of deposits to new branches a

relatively short distance away (and most of them involve lease

commitments and construction activity for the new branch locations- that

are underway); and

o Branch actions due to circumstances outside of Truist Bank’s control, such

as in-store branch closures or consolidations resulting from closure of the

store or closures precipitated by real estate lease expirations where there is

no reasonable opportunity for the combined institution, as lessee, to renew

the lease (for example, it is currently known that branch actions at two

legacy Branch Bank branches will involve such lease expirations, and the

nearest branches to them are located 0.4 miles and 1.4 miles away,

respectively);

In overlapping states, any branch consolidations or closures made more than one

year after consummation of the Proposed Transaction, but prior to system

conversion, would only affect the branches in the combined network that are in

1 Data of Pew Research Center (June 2019); “Retail Channel Benchmarks 2018: Key Findings and Omnichannel

Insights,” Finalta (March 2019); “Transaction Migration Trends,” Finalta Insights, Finalta (June 2018).

account-servicing interactions - are migrating rapidly from a physical, branch-basedenvironment to one increasingly dependent on digital and self-service channels. Digitaland other self-service transactions are currently expected to represent more than half ofall transactional activity by 2021.1 Of course, branch networks remain vital to servingmany customer needs, but the evolving customer interaction trends provide anopportunity and need to renovate branches to provide more effective and flexibleresources, to deploy more advanced-function Automated Teller Machines ("ATMs") andInteractive Teller Machines ("ITMs"), which are ATMs with a remote, live-tellerinterface capability, and to provide additional technology solutions that enhance customerexperience and data security.

To ensure that Truist Bank's network integration and optimization actionsmaintain the legacy banks' strong record of meeting the convenience and needs ofcommunities and serving LMI customers and majority-minority communities, BB&T andSunTrust have agreed to the following guiding principles:

* There will be no consolidations or closures of branches in overlapping states (i.e.,states where both legacy institutions have branches), for at least one year afterconsummation of the Proposed Transaction, other than the following limitedexceptions that are disclosed and discussed in the submission to the FDIC datedJuly 16, 2019, and in Confidential Exhibit B :

o Branch actions disclosed to the regulators that are already planned and areunrelated to the Proposed Transaction, most of which are short-distancerelocations of a legacy SunTrust Bank branch to a newly constructedbranch and all of which involve transfers of deposits to new branches arelatively short distance away (and most of them involve leasecommitments and construction activity for the new branch locations- thatare underway); and

o Branch actions due to circumstances outside of Truist Bank's control, suchas in-store branch closures or consolidations resulting from closure of thestore or closures precipitated by real estate lease expirations where there isno reasonable opportunity for the combined institution, as lessee, to renewthe lease (for example, it is currently known that branch actions at twolegacy Branch Bank branches will involve such lease expirations, and thenearest branches to them are located 0.4 miles and 1.4 miles away,respectively);

* In overlapping states, any branch consolidations or closures made more than oneyear after consummation of the Proposed Transaction, but prior to systemconversion, would only affect the branches in the combined network that are in

Data of Pew Research Center (June 2019); "Retail Channel Benchmarks 2018: Key Findings and OmnichannelInsights," Finalta (March 2019); "Transaction Migration Trends," Finalta Insights, Finalta (June 2018).

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very close proximity of one another (0.2 miles) in Urbanized Areas or Urbanized

Clusters2 and are not located in LMI census tracts, and any such branch

consolidation or closure is subject to a further requirement that the Bank must

deem the remaining (or receiving) branch adequate to provide services to

customers of both legacy institutions;

As previously stated, Truist Bank shall provide roles for all performing, customer-

facing employees in order for those employees to continue to serve customers

post-branch consolidations and closures;

Immediately after closing of the Proposed Transaction, and prior to any branch

technology system conversion, all legacy customers of both Branch Bank and

SunTrust Bank will have access to fee-free, cross-bank ATM withdrawals;

Particular focus will be placed on pre-merger and post-merger communications

and support for senior customers, with education and outreach focused on options

in the distribution network and multi-channel engagement (see the response to

question 7 below);

In recognition of the unique legacy role of Branch Bank and SunTrust Bank in

specific markets, Truist Bank will not close branches within communities

designated by the U.S. Census Bureau as having fewer than 2,500 people and not

included within an Urbanized Area or Urbanized Cluster for three years following

the closing of the Proposed Transaction;

Truist Bank will target improving the percentage of its total branch network

representing branches in LMI census tracts throughout its footprint by one

percentage point as compared to the percentage of the aggregate LMI branches of

Branch Bank and SunTrust Bank as of the closing of the Proposed Transaction;

and

To further its commitment to providing financial services in LMI and majority-

minority neighborhoods, Truist Bank will seek to open at least 15 new branches

in its footprint in LMI and/or majority-minority census tracts during 2020 through

2022. Truist Bank will work with nonprofit organizations in its markets to seek

input on recommendations for targeted geographies that will be subject to

feasibility analysis for openings.

In addition to these guiding principles, in order to ensure that the aggregate

impact of Truist Bank’s branch actions will not materially diminish serving the

convenience and needs of its LMI and minority customers and communities, Truist Bank

will apply a rigorous framework after consummation of the Proposed Transaction to

ensure that individual branch decisions are made following detailed analysis and

2 Urbanized Areas are defined as geographies having 50,000 or more people, and Urbanized Clusters are defined as

geographies having at least 2,500 and less than 50,000 people. See https://www.census.gov/programs-

surveys/geography/about/faq/2010-urban-area-faq.html#par_textimage_1.

very close proximity of one another (0.2 miles) in Urbanized Areas or UrbanizedClusters 2 and are not located in LMI census tracts, and any such branchconsolidation or closure is subject to a further requirement that the Bank mustdeem the remaining (or receiving) branch adequate to provide services tocustomers of both legacy institutions;

* As previously stated, Truist Bank shall provide roles for all performing, customer-facing employees in order for those employees to continue to serve customerspost-branch consolidations and closures;

* Immediately after closing of the Proposed Transaction, and prior to any branchtechnology system conversion, all legacy customers of both Branch Bank andSunTrust Bank will have access to fee-free, cross-bank ATM withdrawals;

* Particular focus will be placed on pre-merger and post-merger communicationsand support for senior customers, with education and outreach focused on optionsin the distribution network and multi-channel engagement (see the response toquestion 7 below);

* In recognition of the unique legacy role of Branch Bank and SunTrust Bank inspecific markets, Truist Bank will not close branches within communitiesdesignated by the U.S. Census Bureau as having fewer than 2,500 people and notincluded within an Urbanized Area or Urbanized Cluster for three years followingthe closing of the Proposed Transaction;

* Truist Bank will target improving the percentage of its total branch networkrepresenting branches in LMI census tracts throughout its footprint by onepercentage point as compared to the percentage of the aggregate LMI branches ofBranch Bank and SunTrust Bank as of the closing of the Proposed Transaction;and

* To further its commitment to providing financial services in LMI and majority-minority neighborhoods, Truist Bank will seek to open at least 15 new branchesin its footprint in LMI and/or majority-minority census tracts during 2020 through2022. Truist Bank will work with nonprofit organizations in its markets to seekinput on recommendations for targeted geographies that will be subject tofeasibility analysis for openings.

In addition to these guiding principles, in order to ensure that the aggregateimpact of Truist Bank's branch actions will not materially diminish serving theconvenience and needs of its LMI and minority customers and communities, Truist Bankwill apply a rigorous framework after consummation of the Proposed Transaction toensure that individual branch decisions are made following detailed analysis and

2 Urbanized Areas are defined as geographies having 50,000 or more people, and Urbanized Clusters are defined asgeographies having at least 2,500 and less than 50,000 people. See https://www.census.gov/programs-surveys/geography/about/faq/2010-urban-area-faq.html#par_textimagel.

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consideration of market and customer impacts. This framework will serve as the basis

for decision-making and will incorporate the legacy institutions’ practice of evaluating all

potential closures for impact to LMI neighborhoods and/or majority-minority census

tracts, consistent with the processes outlined in the Application and supplemental

submissions to the Federal Reserve and the FDIC.

As previously noted, it is not feasible for a branch consolidation or closure list to

be completed by Branch Bank and SunTrust prior to consummation of the Proposed

Transaction, given the size of their respective branch networks and the extent of

proprietary competitively sensitive branch information that such an exercise would

require the two banks to share. After consummation of the Proposed Transaction, Truist

Bank will initiate the analysis of key data from the legacy Branch Bank and SunTrust

Bank branch networks, to include: branch transaction and sales activity; the physical

characteristics of the branches (e.g., accessibility for senior and disabled adults, security

features protecting customers and employees and transportation accessibility); the legal

(real estate) contracts and limitations applicable to specific branch locations; and the

demographic, income and other characteristics of the specific census tract in which a

branch is located to determine potential impacts of branch actions applying criteria drawn

from CRA and fair lending/banking principles.

While an initial breakdown of branch overlap was prepared in March 2019 as a

starting point for future analysis and discussions, it is of critical importance to note that

the lists were based solely on geographic metrics and were not used as, and were never

intended to represent, a list of planned consolidations or closures. Rather, the lists were

prepared to provide a preliminary framework of geographic proximities that would

provide a starting point for the application of the rigorous branch network analytic

framework described in BB&T’s previous submissions to the Federal Reserve and the

FDIC. It is also important to note that the initial geographic breakdown used only

publicly available branch deposit and square footage data. The list yielded 801 branch

pairings within a median 4.5-minute drive time and a 1.7-mile distance that would be

proposed for review following consummation of the Proposed Transaction. In other

words, many of the listed branches will likely be considered solely for branch

consolidation review, as opposed to branch closure.

Further, based on the guiding principles discussed above, BB&T and SunTrust

have reduced the number of pairings in scope for post-closing consolidation/closure

review by nearly 50, in accordance with the agreed-upon guiding principles of avoiding

closure of branches in small, rural communities (<2,500 people) and increasing the

percentage of branches in LMI census tracts.

After consummation of the Proposed Transaction and the initiation of the detailed

branch network analysis process, Truist Bank will apply a deliberate and careful

approach to any branch consolidations or closures, subject to the guiding principles

articulated above, focusing on the following elements:

consideration of market and customer impacts. This framework will serve as the basisfor decision-making and will incorporate the legacy institutions' practice of evaluating allpotential closures for impact to LMI neighborhoods and/or majority-minority censustracts, consistent with the processes outlined in the Application and supplementalsubmissions to the Federal Reserve and the FDIC.

As previously noted, it is not feasible for a branch consolidation or closure list tobe completed by Branch Bank and SunTrust prior to consummation of the ProposedTransaction, given the size of their respective branch networks and the extent ofproprietary competitively sensitive branch information that such an exercise wouldrequire the two banks to share. After consummation of the Proposed Transaction, TruistBank will initiate the analysis of key data from the legacy Branch Bank and SunTrustBank branch networks, to include: branch transaction and sales activity; the physicalcharacteristics of the branches (e.g., accessibility for senior and disabled adults, securityfeatures protecting customers and employees and transportation accessibility); the legal(real estate) contracts and limitations applicable to specific branch locations; and thedemographic, income and other characteristics of the specific census tract in which abranch is located to determine potential impacts of branch actions applying criteria drawnfrom CRA and fair lending/banking principles.

While an initial breakdown of branch overlap was prepared in March 2019 as astarting point for future analysis and discussions, it is of critical importance to note thatthe lists were based solely on geographic metrics and were not used as, and were neverintended to represent, a list ofplanned consolidations or closures. Rather, the lists wereprepared to provide a preliminary framework of geographic proximities that wouldprovide a starting point for the application of the rigorous branch network analyticframework described in BB&T's previous submissions to the Federal Reserve and theFDIC. It is also important to note that the initial geographic breakdown used onlypublicly available branch deposit and square footage data. The list yielded 801 branchpairings within a median 4.5-minute drive time and a 1.7-mile distance that would beproposed for review following consummation of the Proposed Transaction. In otherwords, many of the listed branches will likely be considered solely for branchconsolidation review, as opposed to branch closure.

Further, based on the guiding principles discussed above, BB&T and SunTrusthave reduced the number of pairings in scope for post-closing consolidation/closurereview by nearly 50, in accordance with the agreed-upon guiding principles of avoidingclosure of branches in small, rural communities (<2,500 people) and increasing thepercentage of branches in LMI census tracts.

After consummation of the Proposed Transaction and the initiation of the detailedbranch network analysis process, Truist Bank will apply a deliberate and carefulapproach to any branch consolidations or closures, subject to the guiding principlesarticulated above, focusing on the following elements:

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Completing a thorough CRA and fair lending analysis, conducted by compliance

personnel, which will be reviewed and vetted through Truist Bank’s CRA and fair

lending staff;

Engaging an experienced consultant to assist in developing thoughtful, thorough

market playbooks to assist in the analytic and decision-making processes of

implementing any branch consolidations or closures – examples include:

o Assisting internal execution teams in staging consolidations or closure in

phases to minimize impact to markets with a high concentration of

overlaps; and

o Assisting internal network planners in identifying any potential gaps in

market coverage;

Providing customers with detailed information on any proposed branch actions

through frequent and high-quality customer communications throughout all

phases of the branch-action process. Prior to any branch actions impacting

specific customers, such customers will be given notification letters at least 100

days prior to any consolidation (only 30 days is required) or closure (only 90 days

is required);3

Providing significant customer education materials and resources on the

functionality and benefits of using multiple channels (mobile/online banking);

Leveraging the Center of Excellence team approach that both Branch Bank and

SunTrust Bank have deployed during the prior three years when consolidating and

closing hundreds of branches with minimal customer disruption and an immaterial

percentage of customer attrition. This framework will serve as the basis for

decision-making for the combined institution;

Leveraging the branch systems technology conversion to reinvest in the combined

bank’s branch network, renovating and upgrading branches to provide enhanced

customer service and experience; and

Reviewing branch hours relative to customer convenience and local market

competition.

With respect to actions Truist Bank may plan to undertake in order to mitigate the

impact of future outright branch closings on affected communities, Truist Bank will

continue to maintain the strong commitments of both legacy banks to enhance the

community development lending, services and investment performance of Truist Bank

and achieve a leading level of partnerships with community organizations across the

combined footprint. As noted, in the process of making branch consolidation and closure

3 12 U.S.C. §1831r-1(a); 12 CFR 303.40; Interagency Policy Statement Concerning Branch Closing Notices and

Policies, 54 Federal Register 34,845 (June 29, 1999).

* Completing a thorough CRA and fair lending analysis, conducted by compliancepersonnel, which will be reviewed and vetted through Truist Bank's CRA and fairlending staff;

* Engaging an experienced consultant to assist in developing thoughtful, thoroughmarket playbooks to assist in the analytic and decision-making processes ofimplementing any branch consolidations or closures - examples include:

o Assisting internal execution teams in staging consolidations or closure inphases to minimize impact to markets with a high concentration ofoverlaps; and

o Assisting internal network planners in identifying any potential gaps inmarket coverage;

* Providing customers with detailed information on any proposed branch actionsthrough frequent and high-quality customer communications throughout allphases of the branch-action process. Prior to any branch actions impactingspecific customers, such customers will be given notification letters at least 100days prior to any consolidation (only 30 days is required) or closure (only 90 daysis required);3

* Providing significant customer education materials and resources on thefunctionality and benefits of using multiple channels (mobile/online banking);

* Leveraging the Center of Excellence team approach that both Branch Bank andSunTrust Bank have deployed during the prior three years when consolidating andclosing hundreds of branches with minimal customer disruption and an immaterialpercentage of customer attrition. This framework will serve as the basis fordecision-making for the combined institution;

* Leveraging the branch systems technology conversion to reinvest in the combinedbank's branch network, renovating and upgrading branches to provide enhancedcustomer service and experience; and

* Reviewing branch hours relative to customer convenience and local marketcompetition.

With respect to actions Truist Bank may plan to undertake in order to mitigate theimpact of future outright branch closings on affected communities, Truist Bank willcontinue to maintain the strong commitments of both legacy banks to enhance thecommunity development lending, services and investment performance of Truist Bankand achieve a leading level of partnerships with community organizations across thecombined footprint. As noted, in the process of making branch consolidation and closure

12 U.S.C. §1831r-1(a); 12 CFR 303.40; Interagency Policy Statement Concerning Branch Closing Notices andPolicies, 54 Federal Register 34,845 (June 29, 1999).

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decisions, Truist Bank will give special consideration to the potential impact to LMI or

minority customers and communities.

Since the initial announcement of the Proposed Transaction, senior management

of Branch Bank and SunTrust Bank have embarked on a comprehensive effort to gather

feedback, insights and information from a wide range of community development

organizations, commercial lending customers and concerned individuals and customers.

Specifically, the two banks coordinated a series of outreach efforts in collaboration with

leading nonprofit community organizations, including holding six community listening

sessions involving local nonprofit organizations serving the metropolitan and rural

communities around the combined institution’s geographies.

In addition, the banks participated in the two public meetings held by the Federal

Reserve and the FDIC and carefully reviewed all the public comments received on the

Application. Of the more than 1,030 public comment submissions and testimony,

approximately 95% supported the Proposed Transaction and commended the strong

community support records of BB&T and SunTrust.

As a result of these efforts, inspired and informed by the comments and feedback

shared during these numerous listening sessions and public meetings with community

organizations and leaders across the banks’ combined markets, BB&T and SunTrust

recently presented a Community Benefits Plan. The Community Benefits Plan affirms

the legacy banks’ continued dedication to provide lending, philanthropy and investment

in its communities, incorporating certain specific goals and targets Truist Bank will seek

to achieve during the three-year period of 2020 through 2022. The lending, services and

investments that will be provided through the Community Benefits Plan will serve

communities across the combined institution’s footprint in Alabama, Arkansas, D.C.,

Florida, Georgia, Indiana, Kentucky, Maryland, Mississippi, New Jersey, North Carolina,

Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, and West Virginia.

Information on the Community Benefits Plan is provided in Exhibit 1 and Confidential

Exhibit A.

The Community Benefits Plan includes specific elements of lending, services and

investments that will provide a broad range of potential actions that can be applied in

specific geographies potentially impacted by branch closures. Truist Bank will strive to

provide CRA-qualifying loans, investments and community services in such impacted

geographies, and will seek to ensure impacted customers retain full access to retail

financial services through reasonable access to the nearest Truist Bank branch locations

and other delivery channels.

Please see Confidential Exhibit B for additional responsive information.

Provide an updated workplan for integration planning activities, as well as an

overall summary of the status of integration planning. The workplan should

identify workstreams, participants, inputs, milestones, and decision points. Where

appropriate, highlight the involvement of risk and compliance professionals in the

integration planning process.

decisions, Truist Bank will give special consideration to the potential impact to LMI orminority customers and communities.

Since the initial announcement of the Proposed Transaction, senior managementof Branch Bank and SunTrust Bank have embarked on a comprehensive effort to gatherfeedback, insights and information from a wide range of community developmentorganizations, commercial lending customers and concerned individuals and customers.Specifically, the two banks coordinated a series of outreach efforts in collaboration withleading nonprofit community organizations, including holding six community listeningsessions involving local nonprofit organizations serving the metropolitan and ruralcommunities around the combined institution's geographies.

In addition, the banks participated in the two public meetings held by the FederalReserve and the FDIC and carefully reviewed all the public comments received on theApplication. Of the more than 1,030 public comment submissions and testimony,approximately 95% supported the Proposed Transaction and commended the strongcommunity support records of BB&T and SunTrust.

As a result of these efforts, inspired and informed by the comments and feedbackshared during these numerous listening sessions and public meetings with communityorganizations and leaders across the banks' combined markets, BB&T and SunTrustrecently presented a Community Benefits Plan. The Community Benefits Plan affirmsthe legacy banks' continued dedication to provide lending, philanthropy and investmentin its communities, incorporating certain specific goals and targets Truist Bank will seekto achieve during the three-year period of 2020 through 2022. The lending, services andinvestments that will be provided through the Community Benefits Plan will servecommunities across the combined institution's footprint in Alabama, Arkansas, D.C.,Florida, Georgia, Indiana, Kentucky, Maryland, Mississippi, New Jersey, North Carolina,Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, and West Virginia.Information on the Community Benefits Plan is provided in Exhibit 1 and ConfidentialExhibit A.

The Community Benefits Plan includes specific elements of lending, services andinvestments that will provide a broad range of potential actions that can be applied inspecific geographies potentially impacted by branch closures. Truist Bank will strive toprovide CRA-qualifying loans, investments and community services in such impactedgeographies, and will seek to ensure impacted customers retain full access to retailfinancial services through reasonable access to the nearest Truist Bank branch locationsand other delivery channels.

Please see Confidential Exhibit B for additional responsive information.

2. Provide an updated workplan for integration planning activities, as well as anoverall summary of the status of integration planning. The workplan shouldidentify workstreams, participants, inputs, milestones, and decision points. Whereappropriate, highlight the involvement of risk and compliance professionals in theintegration planning process.

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BB&T, through regular bi-weekly supervisory meetings with the FDIC and the

Federal Reserve, provides confidential updates on the status of integration planning from

the merger integration office, as well as risk management and audit officials. These

confidential updates include the status of critical processes and activities to support the

integration, including, but not limited to: data sharing process, application selection

process, human resources/systems, accounting and financial reporting, organizational

design status, marketing, branding and communications.

Please see Confidential Exhibit C for updated information on BB&T’s and

SunTrust’s integration planning.

In the June 3 Letter, BB&T indicated that a high-level blueprint of the compliance

risk management structure and organization for the combined company would be

available after the named Chief Compliance Officer for the combined company had

an opportunity to conduct more detailed planning. Provide this blueprint or

indicate the date by which it will be made available to the Board.

The high-level blueprint of Truist Financial’s compliance risk management

structure and organization, to be headed by Emma Waddell as Chief Compliance Officer,

is provided below.

This compliance organization will provide comprehensive coverage of aggregate

compliance for consumer compliance and safety and soundness compliance and report to

Executive Management and the Board of Directors. The following describes the function

of each of the groups reporting to Emma Waddell.

Banking & Insurance – Provide the compliance subject matter expertise and

oversight for consumer compliance to cover deposit and credit products, as well as

insurance. Banking and Insurance compliance will provide oversight of Truist Bank’s

compliance with consumer protection laws and regulations, including those relating to

mortgage and other real estate secured loan origination and servicing activities; consumer

credit and debit card products; consumer unsecured and installment loans; deposit

products; branch and customer contact center sales and servicing operations; and all

consumer-facing fulfillment and servicing operations.

Private Wealth Management – Provide the compliance subject matter expertise

and oversight for products and services to private wealth customers, including broker

dealer compliance and trust compliance.

Emma Waddell

Chief Compliance Officer

Banking & Insurance

Private Wealth Management

Corporate & Institutional Group

Functions Compliance

Fair Lending CoE PrivacyEnterprise

Compliance Mgmt

BB&T, through regular bi-weekly supervisory meetings with the FDIC and theFederal Reserve, provides confidential updates on the status of integration planning fromthe merger integration office, as well as risk management and audit officials. Theseconfidential updates include the status of critical processes and activities to support theintegration, including, but not limited to: data sharing process, application selectionprocess, human resources/systems, accounting and financial reporting, organizationaldesign status, marketing, branding and communications.

Please see Confidential Exhibit C for updated information on BB&T's andSunTrust's integration planning.

3. In the June 3 Letter, BB&T indicated that a high-level blueprint of the compliancerisk management structure and organization for the combined company would beavailable after the named Chief Compliance Officer for the combined company hadan opportunity to conduct more detailed planning. Provide this blueprint orindicate the date by which it will be made available to the Board.

The high-level blueprint of Truist Financial's compliance risk managementstructure and organization, to be headed by Emma Waddell as Chief Compliance Officer,is provided below.

IIII I I

Banking & Private Wealth Croae&Functions EtrrsInsurance Management IsiuonlG up Compliance FarLnigCEwCopaceM

This compliance organization will provide comprehensive coverage of aggregatecompliance for consumer compliance and safety and soundness compliance and report toExecutive Management and the Board of Directors. The following describes the functionof each of the groups reporting to Emma Waddell.

Banking & Insurance - Provide the compliance subject matter expertise andoversight for consumer compliance to cover deposit and credit products, as well asinsurance. Banking and Insurance compliance will provide oversight of Truist Bank'scompliance with consumer protection laws and regulations, including those relating tomortgage and other real estate secured loan origination and servicing activities; consumercredit and debit card products; consumer unsecured and installment loans; depositproducts; branch and customer contact center sales and servicing operations; and allconsumer-facing fulfillment and servicing operations.

Private Wealth Management - Provide the compliance subject matter expertiseand oversight for products and services to private wealth customers, including brokerdealer compliance and trust compliance.

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Corporate & Institutional Group – Provide the compliance subject matter

expertise and oversight for products and services to our corporate and institutional

customers, to include institutional brokerdealer compliance, swap- dealer compliance

and Volcker compliance.

Functions Compliance – Provide the compliance subject matter expertise and

oversight for non-consumer compliance for human resources, finance and technology;

expanding the role of Enterprise Compliance to compliance with all laws and regulations

that govern Truist Financial’s business activities.

Fair Lending Center of Excellence – Provide the compliance subject matter

expertise and oversight for lending products, including support of CRA team and

Regulation B, Fair Housing Act, Servicemembers Civil Relief Act, Home Mortgage

Disclosure Act (“HMDA”) and unfair, deceptive or abusive acts or practices (UDAAP)

compliance.

Privacy – Provide the compliance subject matter expertise and oversight for

execution of the Truist Financial Privacy Program, including adherence to all laws and

regulations to ensure data protection for customer information.

Enterprise Compliance Management – Document compliance program policies

and procedures for adherence to the Compliance Management System, including

Regulatory Change Management, Risk Assessments, Monitoring & Testing, Complaint

Oversight and Compliance Training. Ownership of additional Truist Financial-wide

policies, such as Regulation O, will also be managed by this team. As discussed in

earlier submissions, Ms. Waddell will report directly to Clarke Starnes, who will be the

Chief Risk Officer of Truist Financial.

Please see Confidential Exhibit C for additional information about the compliance

risk management structure and compliance organization of Truist Financial. Please also

see the submission to the Federal Reserve and the FDIC, dated July 16, 2019 (the “July

16 R-M Submission”), for additional responsive information.

Discuss the consumer compliance background, experience, and qualifications of the

officers who will be in charge of consumer compliance and enterprise risk

management, respectively, for the combined organization. In addition, discuss the

CRA background, experience, and qualifications of the officer who will be in charge

of CRA for the combined organization.

Clarke Starnes: Clarke Starnes will serve as the Chief Risk Officer of Truist

Financial. He joined BB&T in 1982 and has served as Chief Risk Officer since 2009.

As Chief Risk Officer of BB&T, Mr. Starnes has been responsible for consumer

compliance risk management, as well as other compliance risk areas, in addition to credit,

market, liquidity, operational, reputation and strategic risk management areas.

Mr. Starnes graduated from BB&T's Leadership Development Program, and he

managed BB&T's loan officer development program and credit analyst department. He

Corporate & Institutional Group - Provide the compliance subject matterexpertise and oversight for products and services to our corporate and institutionalcustomers, to include institutional brokerdealer compliance, swap- dealer complianceand Volcker compliance.

Functions Compliance - Provide the compliance subject matter expertise andoversight for non-consumer compliance for human resources, finance and technology;expanding the role of Enterprise Compliance to compliance with all laws and regulationsthat govern Truist Financial's business activities.

Fair Lending Center of Excellence - Provide the compliance subject matterexpertise and oversight for lending products, including support of CRA team andRegulation B, Fair Housing Act, Servicemembers Civil Relief Act, Home MortgageDisclosure Act ("HMDA") and unfair, deceptive or abusive acts or practices (UDAAP)compliance.

Privacy - Provide the compliance subject matter expertise and oversight forexecution of the Truist Financial Privacy Program, including adherence to all laws andregulations to ensure data protection for customer information.

Enterprise Compliance Management - Document compliance program policiesand procedures for adherence to the Compliance Management System, includingRegulatory Change Management, Risk Assessments, Monitoring & Testing, ComplaintOversight and Compliance Training. Ownership of additional Truist Financial-widepolicies, such as Regulation 0, will also be managed by this team. As discussed inearlier submissions, Ms. Waddell will report directly to Clarke Starnes, who will be theChief Risk Officer of Truist Financial.

Please see Confidential Exhibit C for additional information about the compliancerisk management structure and compliance organization of Truist Financial. Please alsosee the submission to the Federal Reserve and the FDIC, dated July 16, 2019 (the "July16 R-M Submission"), for additional responsive information.

4. Discuss the consumer compliance background, experience, and qualifications of theofficers who will be in charge of consumer compliance and enterprise riskmanagement, respectively, for the combined organization. In addition, discuss theCRA background, experience, and qualifications of the officer who will be in chargeof CRA for the combined organization.

Clarke Starnes: Clarke Starnes will serve as the Chief Risk Officer of TruistFinancial. He joined BB&T in 1982 and has served as Chief Risk Officer since 2009.As Chief Risk Officer of BB&T, Mr. Stames has been responsible for consumercompliance risk management, as well as other compliance risk areas, in addition to credit,market, liquidity, operational, reputation and strategic risk management areas.

Mr. Stames graduated from BB&T's Leadership Development Program, and hemanaged BB&T's loan officer development program and credit analyst department. He

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later served as a business services manager, regional senior credit officer, regional loan

administrator for corporate accounts and direct retail lending risk manager. Mr. Starnes

was named to BB&T's Executive Management team in December 2006 as Specialized

Lending Group manager. In September 2008, he was named BB&T's Chief Credit

Officer. Mr. Starnes holds a bachelor’s degree in Business Administration from the

University of North Carolina at Chapel Hill and is a graduate of ABA Stonier Graduate

School of Banking at the University of Delaware.

Ellen Koebler: Ellen Koebler will serve as Deputy Chief Risk Officer for Truist

Financial and report to Mr. Starnes. As the Chief Risk Officer at SunTrust, Ms. Koebler

is responsible for the company’s risk discipline, including market, operational, credit,

compliance and technology risk, and oversees the risk review assurance function and

portfolio risk analytics and modeling. Prior to this role, Ms. Koebler served as the

consumer lending and deposit solutions executive for SunTrust Bank, with responsibility

for the development and ongoing portfolio management of consumer and all other

lending products, including credit card, home equity, LightStream online lending, auto

and student lending across all 50 states. Additionally, she had responsibility for deposit,

checking and payment solutions.

Ms. Koebler returned to SunTrust in 2017 for the consumer lending solutions

executive role after serving as the Chief Risk Officer for E*TRADE. She originally

joined SunTrust in May 2004 as director for corporate investment bank portfolio

strategies. Since that time, she has held numerous roles in corporate risk management,

including chief market risk and corporate analytics officer. Before joining SunTrust, Ms.

Koebler worked with the investment banking division of Bank One (JPMorgan) in

Chicago where she focused on client coverage, originations and structured trading.

Before entering the finance industry, she was a senior chemical engineer for Shell Oil in

New Orleans. She earned a bachelor’s degree in chemical engineering from Vanderbilt

and an M.B.A. in Business Administration from the Kellogg Graduate School of

Management at Northwestern University, and she holds a chartered financial analyst

(CFA) designation.

Emma Waddell: As discussed in earlier submissions and in response to Item 3

above, Emma Waddell will become the Chief Compliance Officer for Truist Financial

and will report directly to Mr. Starnes. Ms. Waddell joined SunTrust in March of 2016

and serves as the SunTrust Chief Compliance Officer and AML Director. In these

capacities, she is responsible for leading the SunTrust Enterprise Compliance

Organization to ensure that individual business and functional units maintain the

programs and procedures necessary to comply with the laws and regulations that govern

SunTrust’s business activities, as well as overseeing the firm’s Bank Secrecy Act/Anti-

Money Laundering (“BSA/AML”) and Sanctions program.

Prior to joining SunTrust, Ms. Waddell spent 13 years with JPMorgan Chase,

where she held numerous leadership roles in their retail, private banking and corporate

investment banking businesses to implement large-scale technology and change

management programs, inclusive of consumer compliance requirements. While there,

later served as a business services manager, regional senior credit officer, regional loanadministrator for corporate accounts and direct retail lending risk manager. Mr. Starneswas named to BB&T's Executive Management team in December 2006 as SpecializedLending Group manager. In September 2008, he was named BB&T's Chief CreditOfficer. Mr. Starnes holds a bachelor's degree in Business Administration from theUniversity of North Carolina at Chapel Hill and is a graduate of ABA Stonier GraduateSchool of Banking at the University of Delaware.

Ellen Koebler: Ellen Koebler will serve as Deputy Chief Risk Officer for TruistFinancial and report to Mr. Starnes. As the Chief Risk Officer at SunTrust, Ms. Koebleris responsible for the company's risk discipline, including market, operational, credit,compliance and technology risk, and oversees the risk review assurance function andportfolio risk analytics and modeling. Prior to this role, Ms. Koebler served as theconsumer lending and deposit solutions executive for SunTrust Bank, with responsibilityfor the development and ongoing portfolio management of consumer and all otherlending products, including credit card, home equity, LightStream online lending, autoand student lending across all 50 states. Additionally, she had responsibility for deposit,checking and payment solutions.

Ms. Koebler returned to SunTrust in 2017 for the consumer lending solutionsexecutive role after serving as the Chief Risk Officer for E*TRADE. She originallyjoined SunTrust in May 2004 as director for corporate investment bank portfoliostrategies. Since that time, she has held numerous roles in corporate risk management,including chief market risk and corporate analytics officer. Before joining SunTrust, Ms.Koebler worked with the investment banking division of Bank One (JPMorgan) inChicago where she focused on client coverage, originations and structured trading.Before entering the finance industry, she was a senior chemical engineer for Shell Oil inNew Orleans. She earned a bachelor's degree in chemical engineering from Vanderbiltand an M.B.A. in Business Administration from the Kellogg Graduate School ofManagement at Northwestern University, and she holds a chartered financial analyst(CFA) designation.

Emma Waddell: As discussed in earlier submissions and in response to Item 3above, Emma Waddell will become the Chief Compliance Officer for Truist Financialand will report directly to Mr. Starnes. Ms. Waddell joined SunTrust in March of 2016and serves as the SunTrust Chief Compliance Officer and AML Director. In thesecapacities, she is responsible for leading the SunTrust Enterprise ComplianceOrganization to ensure that individual business and functional units maintain theprograms and procedures necessary to comply with the laws and regulations that governSunTrust's business activities, as well as overseeing the firm's Bank Secrecy Act/Anti-Money Laundering ("BSA/AML") and Sanctions program.

Prior to joining SunTrust, Ms. Waddell spent 13 years with JPMorgan Chase,where she held numerous leadership roles in their retail, private banking and corporateinvestment banking businesses to implement large-scale technology and changemanagement programs, inclusive of consumer compliance requirements. While there,

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she created and held the AML executive role in the consumer and wealth management

businesses for four years. Ms. Waddell led the lines of business through preparation,

response and execution for the firm’s Consent Order concerning BSA/AML and Office of

Foreign Assets Control sanctions compliance, with responsibility for policy updates,

technology implementation and customer remediation activities.

Ms. Waddell earned her Bachelor of Arts in Economics from Rutgers University

and her M.B.A. from The University of South Carolina.

Compliance Officers in Charge of Consumer Compliance: See Confidential

Exhibit C for the consumer compliance background, experience, and qualifications of the

compliance officers reporting directly to Ms. Waddell who will be in charge of consumer

compliance matters, as described in the response to Item 3 above.

Jeremy Zierler: Jeremy Zierler will serve as the manager of Enterprise Risk

Management and Regulatory Relations for Truist Financial. Mr. Zierler joined SunTrust

in 2017 and most recently has served as head of the Enterprise Risk Management and

Regulatory Relations functions, where he and his team are responsible for operational

risk, model risk, third-party risk, stress testing and scenario analysis, risk governance,

aggregation and reporting, risk strategy and regulatory relations.

Prior to joining SunTrust, Mr. Zierler was the head of risk management and

regulatory compliance for the Institutional Division at The Vanguard Group, Inc. Before

Vanguard, he was a specialist in Enterprise Risk Management and Sarbanes-Oxley

compliance in the Federal Reserve System. Mr. Zierler also held positions with

Citigroup and Moody’s Investor Services.

He received a bachelor’s degree in Business Administration from Pace University

in New York and an M.B.A. from La Salle University in Philadelphia.

The following chart shows the design of the Enterprise Risk Management and

Regulatory Relations function at Truist Financial that Mr. Zierler will head. Mr. Zierler

will report directly to Ellen Koebler, the Deputy Chief Risk Officer.

Arnold Evans: Arnold Evans will be the manager of Enterprise Ethics Risk for

Truist Financial. Mr. Evans joined SunTrust in 2005 and serves as Enterprise Ethics

Jeremy Zierler

ERM & Regulatory Relations

Policy Management & Governance

Risk ID & Scenario Design

ERM Program & Framework

Regulatory & Exam Management

Strategic Risk Analytics

she created and held the AML executive role in the consumer and wealth managementbusinesses for four years. Ms. Waddell led the lines of business through preparation,response and execution for the firm's Consent Order concerning BSA/AML and Office ofForeign Assets Control sanctions compliance, with responsibility for policy updates,technology implementation and customer remediation activities.

Ms. Waddell earned her Bachelor of Arts in Economics from Rutgers Universityand her M.B.A. from The University of South Carolina.

Compliance Officers in Charge of Consumer Compliance: See ConfidentialExhibit C for the consumer compliance background, experience, and qualifications of thecompliance officers reporting directly to Ms. Waddell who will be in charge of consumercompliance matters, as described in the response to Item 3 above.

Jeremy Zierler: Jeremy Zierler will serve as the manager of Enterprise RiskManagement and Regulatory Relations for Truist Financial. Mr. Zierler joined SunTrustin 2017 and most recently has served as head of the Enterprise Risk Management andRegulatory Relations functions, where he and his team are responsible for operationalrisk, model risk, third-party risk, stress testing and scenario analysis, risk governance,aggregation and reporting, risk strategy and regulatory relations.

Prior to joining SunTrust, Mr. Zierler was the head of risk management andregulatory compliance for the Institutional Division at The Vanguard Group, Inc. BeforeVanguard, he was a specialist in Enterprise Risk Management and Sarbanes-Oxleycompliance in the Federal Reserve System. Mr. Zierler also held positions withCitigroup and Moody's Investor Services.

He received a bachelor's degree in Business Administration from Pace Universityin New York and an M.B.A. from La Salle University in Philadelphia.

The following chart shows the design of the Enterprise Risk Management andRegulatory Relations function at Truist Financial that Mr. Zierler will head. Mr. Zierlerwill report directly to Ellen Koebler, the Deputy Chief Risk Officer.

Jeremy Zierler

I I I I

olc aaee. RsD&SeaIo ERM Program & legatr&Exi Strategic Risk& Governance DeinFramework Management Analytics

Arnold Evans: Arnold Evans will be the manager of Enterprise Ethics Risk forTruist Financial. Mr. Evans joined SunTrust in 2005 and serves as Enterprise Ethics

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Officer, ensuring that SunTrust’s business practices and risk culture are consistent with

its values and guiding principles. Prior to this role, Mr. Evans was the president of the

Central Florida Division for SunTrust Bank. He had primary market responsibility for

the Bank’s Commercial Banking activities, including relationships with for profit, not-

for-profit, governmental and education institutions.

Mr. Evans previously held similar responsibilities as president for SunTrust’s

Jacksonville region. Prior to joining the Commercial business in early 2014, he spent

nine years building the Equity Originations Group at SunTrust Robinson Humphrey in

Atlanta, Georgia, and eight years in Equity Capital Markets at J.P. Morgan in New York

City.

Mr. Evans also completed eight-plus years of service with the U.S. Army. During

his time on active duty, he served in roles ranging from Platoon Leader to Battery,

Battalion, Brigade and General’s Staff Advisor in both domestic and international

assignments. He completed his military service at the rank of Captain. Mr. Evans earned

a bachelor’s degree from the United States Military Academy. He also earned an M.B.A.

and a J.D. from the University of Virginia.

The following chart shows the design of Truist Financial’s Enterprise Ethics Risk

function to be headed by Mr. Evans. He will report directly to Clarke Starnes, the Chief

Risk Officer.

Please see Confidential Exhibit D for additional responsive information.

For the requested information related to the CRA leadership of the combined

organization, please see the response to Item 5 below.

In the June 3 Letter, BB&T announced that it would provide more information

about the CRA compliance framework and CRA senior leadership after the named

Director of CRA and Community Development at the combined company had the

opportunity to conduct more detailed planning. Provide this framework or indicate

the date by which it will be made available to the Board.

The framework for the CRA compliance function at Truist Financial and Truist

Bank, provided below, will be headed by Sharon Jeffries-Jones.

Arnold Evans

Enterprise Ethics Risk

Enterprise Complaints

Management

Deputy Ethics Officer

Officer, ensuring that SunTrust's business practices and risk culture are consistent withits values and guiding principles. Prior to this role, Mr. Evans was the president of theCentral Florida Division for SunTrust Bank. He had primary market responsibility forthe Bank's Commercial Banking activities, including relationships with for profit, not-for-profit, governmental and education institutions.

Mr. Evans previously held similar responsibilities as president for SunTrust'sJacksonville region. Prior to joining the Commercial business in early 2014, he spentnine years building the Equity Originations Group at SunTrust Robinson Humphrey inAtlanta, Georgia, and eight years in Equity Capital Markets at J.P. Morgan in New YorkCity.

Mr. Evans also completed eight-plus years of service with the U.S. Army. Duringhis time on active duty, he served in roles ranging from Platoon Leader to Battery,Battalion, Brigade and General's Staff Advisor in both domestic and internationalassignments. He completed his military service at the rank of Captain. Mr. Evans earneda bachelor's degree from the United States Military Academy. He also earned an M.B.A.and a J.D. from the University of Virginia.

The following chart shows the design of Truist Financial's Enterprise Ethics Riskfunction to be headed by Mr. Evans. He will report directly to Clarke Starnes, the ChiefRisk Officer.

Arnold Evans

Enterprise Ethics

I IEEnterprise Deputy EthicsComplaints Officer

Management

Please see Confidential Exhibit D for additional responsive information.

For the requested information related to the CRA leadership of the combinedorganization, please see the response to Item 5 below.

5. In the June 3 Letter, BB&T announced that it would provide more informationabout the CRA compliance framework and CRA senior leadership after the namedDirector of CRA and Community Development at the combined company had theopportunity to conduct more detailed planning. Provide this framework or indicatethe date by which it will be made available to the Board.

The framework for the CRA compliance function at Truist Financial and TruistBank, provided below, will be headed by Sharon Jeffries-Jones.

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As noted in this organization chart, the functional areas of responsibility will

include:

Community Development Engagement – deploy human and financial resources

that support community development efforts in response to the identified

community needs;

CRA Programs and Initiatives – develop comprehensive CRA programs and

initiatives that provide additional community capacity at a national and regional

level;

CRA Compliance and Exam Management – form strategies for achieving superior

CRA rating outcomes and establish partnerships with appropriate internal

business units to monitor progress in achieving those strategies and goals;

CRA Data and Technology – oversee system and technology integration of CRA

compliance to ensure accuracy and completeness of CRA and community

development data; and

CRA Experience and Operations Management – lead internal and external

communication of the enterprise CRA objectives and successes, including

integration impacts on LMI penetration and product development efforts.

Truist Bank will leverage the significant experience and expertise within the

legacy banks’ CRA programs, with an objective of continuing Branch Bank’s

Outstanding CRA ratings. The combination of the two entities will bring greater

resources to bear. The future institution will be able to have more Community

Development representatives in the market. Currently, Branch Bank has Community

Development Specialists covering multiple Rated Areas (i.e., state or multi-state MSA).

Going forward, Truist will ensure that markets have greater representation in each CRA

market. As an example, Branch Bank has one associate covering West Virginia and

Kentucky. Truist Bank will hire an additional associate, designating one to West

Virginia and one to Kentucky, allowing for a higher-touch and greater community

development impact within these states.

Truist Bank will also have a more robust CRA Compliance and Data Integrity

program than the legacy banks. As an example, Branch Bank’s Regulatory Compliance

team consisted of six individuals, managing the CRA exam strategy, technical

Sharon Jeffries-Jones

Chief Community Reinvestment Act

Officer

Group Director of Community

Development Engagement

Group Director of Community

Development Engagement

Director of CRA Compliance and Exam

Management

Director of CRA Data and Technology

Director of CRA Programs and

Initiatives

Director of CRA Experience and

Operations

II I I I IEngagement Manage eten Intatvscprain

As noted in this organization chart, the functional areas of responsibility willinclude:

* Community Development Engagement - deploy human and financial resourcesthat support community development efforts in response to the identifiedcommunity needs;

* CRA Programs and Initiatives - develop comprehensive CRA programs andinitiatives that provide additional community capacity at a national and regionallevel;

* CRA Compliance and Exam Management - form strategies for achieving superiorCRA rating outcomes and establish partnerships with appropriate internalbusiness units to monitor progress in achieving those strategies and goals;

* CRA Data and Technology - oversee system and technology integration of CRA

compliance to ensure accuracy and completeness of CRA and communitydevelopment data; and

* CRA Experience and Operations Management - lead internal and externalcommunication of the enterprise CRA objectives and successes, includingintegration impacts on LMI penetration and product development efforts.

Truist Bank will leverage the significant experience and expertise within thelegacy banks' CRA programs, with an objective of continuing Branch Bank'sOutstanding CRA ratings. The combination of the two entities will bring greaterresources to bear. The future institution will be able to have more CommunityDevelopment representatives in the market. Currently, Branch Bank has CommunityDevelopment Specialists covering multiple Rated Areas (i.e., state or multi-state MSA).Going forward, Traist will ensure that markets have greater representation in each CRAmarket. As an example, Branch Bank has one associate covering West Virginia andKentucky. Truist Bank will hire an additional associate, designating one to WestVirginia and one to Kentucky, allowing for a higher-touch and greater communitydevelopment impact within these states.

Truist Bank will also have a more robust CRA Compliance and Data Integrityprogram than the legacy banks. As an example, Branch Bank's Regulatory Complianceteam consisted of six individuals, managing the CRA exam strategy, technical

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compliance, data integrity and all analytics. Truist Bank will split this function into two

groups, with additional experienced leadership and at least two additional full-time

employees.

Furthermore, Truist Bank will combine the resources of the two legacy banks

devoted to community development investment and lending activity. BB&T resources

managing low-income housing tax credit (“LIHTC”) investments will be combined into

the legacy SunTrust Community Capital organization that is a subsidiary of the

commercial real estate group in SunTrust Bank. The combined expertise of SunTrust

Community Capital in executing LIHTC and new-market tax credit transactions, both

through lending and investment activities, and the legacy BB&T personnel with expertise

in managing targeted investments through sponsored LIHTC funds, will enable the

combined institution to create an industry-leading specialty group to generate CRA-

qualifying loans and investments serving a broad range of community needs.

Sharon Jeffries-Jones: As noted, Sharon Jeffries-Jones will serve as the Chief

CRA and Community Development Officer at Truist Financial. Ms. Jeffries-Jones will

directly report to Ellen Fitzsimmons, the designated Chief Legal Officer and Head of

Human Resources of Truist Financial. Ms. Jeffries-Jones is currently Executive Vice

President and Director of Corporate Social Responsibility, CRA and Community

Development for BB&T. She oversees BB&T’s strategies for community development,

CRA compliance and investment efforts and is responsible for formalizing BB&T’s

Corporate Social Responsibility framework. Ms. Jeffries-Jones is a 39-year veteran of

BB&T, and has held various leadership positions in Lending, Marketing, Wealth and

Risk Management. Under her 11-year leadership of the CRA Department, BB&T has

received three consecutive Outstanding CRA ratings from the FDIC.

Ms. Jeffries-Jones currently serves on the Board of Directors for the National

Association of Affordable Housing Lending, North Carolina Community Development

Initiative, Habitat for Humanity of Forsyth County and Experiment in Self-Reliance, Inc.

She also serves on two national CRA Committees: Community Bankers Association

CRA Committee and National Community Reinvestment Coalition’s Bankers

Committee.

Ms. Jeffries-Jones received a Bachelor of Science in Business Administration and

Marketing from Wake Forest University and an M.B.A. from Duke University.

Please see Confidential Exhibit E for updated information about the combined

organization’s CRA compliance framework and the senior leadership in the CRA and

Community Development Department at Trust Financial.

The Board has received comments objecting to the proposed merger of BB&T with

SunTrust. To the extent not discussed in the Responses to Public Comments dated

April 23, 2019, and May 21, 2019, please provide information that is responsive to

the following allegations:

compliance, data integrity and all analytics. Truist Bank will split this function into twogroups, with additional experienced leadership and at least two additional full-timeemployees.

Furthermore, Truist Bank will combine the resources of the two legacy banksdevoted to community development investment and lending activity. BB&T resourcesmanaging low-income housing tax credit ("LIHTC") investments will be combined intothe legacy SunTrust Community Capital organization that is a subsidiary of thecommercial real estate group in SunTrust Bank. The combined expertise of SunTrustCommunity Capital in executing LIHTC and new-market tax credit transactions, boththrough lending and investment activities, and the legacy BB&T personnel with expertisein managing targeted investments through sponsored LIHTC funds, will enable thecombined institution to create an industry-leading specialty group to generate CRA-qualifying loans and investments serving a broad range of community needs.

Sharon Jeffries-Jones: As noted, Sharon Jeffries-Jones will serve as the ChiefCRA and Community Development Officer at Truist Financial. Ms. Jeffries-Jones willdirectly report to Ellen Fitzsimmons, the designated Chief Legal Officer and Head ofHuman Resources of Truist Financial. Ms. Jeffries-Jones is currently Executive VicePresident and Director of Corporate Social Responsibility, CRA and CommunityDevelopment for BB&T. She oversees BB&T's strategies for community development,CRA compliance and investment efforts and is responsible for formalizing BB&T'sCorporate Social Responsibility framework. Ms. Jeffries-Jones is a 39-year veteran ofBB&T, and has held various leadership positions in Lending, Marketing, Wealth andRisk Management. Under her 11-year leadership of the CRA Department, BB&T hasreceived three consecutive Outstanding CRA ratings from the FDIC.

Ms. Jeffries-Jones currently serves on the Board of Directors for the NationalAssociation of Affordable Housing Lending, North Carolina Community DevelopmentInitiative, Habitat for Humanity of Forsyth County and Experiment in Self-Reliance, Inc.She also serves on two national CRA Committees: Community Bankers AssociationCRA Committee and National Community Reinvestment Coalition's BankersCommittee.

Ms. Jeffries-Jones received a Bachelor of Science in Business Administration andMarketing from Wake Forest University and an M.B.A. from Duke University.

Please see Confidential Exhibit E for updated information about the combinedorganization's CRA compliance framework and the senior leadership in the CRA andCommunity Development Department at Trust Financial.

6. The Board has received comments objecting to the proposed merger of BB&T withSunTrust. To the extent not discussed in the Responses to Public Comments datedApril 23, 2019, and May 21, 2019, please provide information that is responsive tothe following allegations:

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a. A commenter alleges that BB&T made a disproportionately low number of

home purchase loans to African American and Hispanic borrowers in the

Houston Metropolitan Statistical Area (“MSA”), the New York City MSA,

and the Charleston, West Virginia, MSA, as reflected in data reported under

the Home Mortgage Disclosure Act of 1975 for 2017.

New York MSA. With respect to the “New York City MSA,” Branch Bank has

only one branch – in New Egypt, New Jersey – in the New York-Newark-Jersey City,

NY-NJ-PA MSA, and that branch is near the border of Burlington County, which is in

the Philadelphia-Camden-Wilmington, PA-NJ-DE-MD MSA. Branch Bank has defined

the CRA assessment area in which the New Egypt branch is located to include only the

New Jersey counties in the New York-Newark-Jersey City, NY-NJ-PA MSA. Given

BB&T’s assessment area determination for the New Egypt branch, the total HMDA

applications for the 2017 reporting year were significantly greater than when just

considering home purchase lending. In that year, Branch Bank received a total of 65

HMDA applications, including four from racial or ethnic minorities.4

Based on the 2016 United States Census Bureau American Community Survey,

the New Egypt, New Jersey demographics data reflect that the White- Non-Hispanic

population represents 97.6% of the total population. Accordingly, there are a very

limited number of potential minority mortgage loan applicants in any one year, as

compared to the total population surrounding the New Egypt branch.

During 2017 through May 31, 2019, Branch Bank provided grants totaling more

than $502,000 to various New Jersey community organizations supporting housing

counseling, community development, economic growth, various financial literacy

initiatives and community services to populations in need, many of which are expected to

benefit minority residents and communities. Examples of such community organizations

include:

The LUCY organization, which has an established and proven track record for

giving youth in Camden, New Jersey, the basic tools they need to succeed in

life. Youth in Camden lack the support system had by many of their peers in

nearby suburban communities. Branch Bank provided funding and human capital

to clean and paint two rooms used for program-critical college preparation

courses and youth counseling. LUCY offers multi-lingual, culturally sensitive

services to low-income Camden County youth and young adults ages 12-25 and

their families.

The Latin American Economic Development Association, Inc. (“LAEDA”), to

support the continued offering of its Entrepreneurial Development Training

Program (“EDTP”). EDTP and its complementary programs and course offerings

provides an alternate route to employment through the creation of a

4 Branch Bank’s complete HMDA data for the New York-Newark-Jersey City – NY-NJ-PA MSA reflected 113

total HMDA applications with 6 minority applicants by race and ethnicity and 24 applicants in majority minority

census tracts for 2017, and 273 total HMDA applications with 11 minority applicants by race and ethnicity and 32

applicants in majority-minority census tracts for 2018.

a. A commenter alleges that BB&T made a disproportionately low number ofhome purchase loans to African American and Hispanic borrowers in theHouston Metropolitan Statistical Area ("MSA"), the New York City MSA,and the Charleston, West Virginia, MSA, as reflected in data reported underthe Home Mortgage Disclosure Act of 1975 for 2017.

New York MSA. With respect to the "New York City MSA," Branch Bank hasonly one branch - in New Egypt, New Jersey - in the New York-Newark-Jersey City,NY-NJ-PA MSA, and that branch is near the border of Burlington County, which is inthe Philadelphia-Camden-Wilmington, PA-NJ-DE-MD MSA. Branch Bank has definedthe CRA assessment area in which the New Egypt branch is located to include only theNew Jersey counties in the New York-Newark-Jersey City, NY-NJ-PA MSA. GivenBB&T's assessment area determination for the New Egypt branch, the total HMDAapplications for the 2017 reporting year were significantly greater than when justconsidering home purchase lending. In that year, Branch Bank received a total of 65HMDA applications, including four from racial or ethnic minorities.'

Based on the 2016 United States Census Bureau American Community Survey,the New Egypt, New Jersey demographics data reflect that the White- Non-Hispanicpopulation represents 97.6% of the total population. Accordingly, there are a verylimited number of potential minority mortgage loan applicants in any one year, ascompared to the total population surrounding the New Egypt branch.

During 2017 through May 31, 2019, Branch Bank provided grants totaling morethan $502,000 to various New Jersey community organizations supporting housingcounseling, community development, economic growth, various financial literacyinitiatives and community services to populations in need, many of which are expected tobenefit minority residents and communities. Examples of such community organizationsinclude:

* The LUCY organization, which has an established and proven track record forgiving youth in Camden, New Jersey, the basic tools they need to succeed inlife. Youth in Camden lack the support system had by many of their peers innearby suburban communities. Branch Bank provided funding and human capitalto clean and paint two rooms used for program-critical college preparationcourses and youth counseling. LUCY offers multi-lingual, culturally sensitiveservices to low-income Camden County youth and young adults ages 12-25 andtheir families.

* The Latin American Economic Development Association, Inc. ("LAEDA"), tosupport the continued offering of its Entrepreneurial Development TrainingProgram ("EDTP"). EDTP and its complementary programs and course offeringsprovides an alternate route to employment through the creation of a

4 Branch Bank's complete HMDA data for the New York-Newark-Jersey City - NY-NJ-PA MSA reflected 113total HMDA applications with 6 minority applicants by race and ethnicity and 24 applicants in majority minoritycensus tracts for 2017, and 273 total HMDA applications with 11 minority applicants by race and ethnicity and 32applicants in majority-minority census tracts for 2018.

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business. Wealth building through entrepreneurship has shown to be a viable

strategy in addressing persistent poverty, and encouraging entrepreneurship in

economically disadvantaged communities has proven to help individuals from

variant educational, socio-economic and backgrounds to prosper financially. The

LAEDA is a nonprofit economic development organization dedicated to the

creation of small business ownership opportunities for all minorities, to contribute

to the growth and success of small businesses and the development of the local

marketplace.

Daniel's Den Community Center, which brings a safe haven for youth into the

inner-city of Vineland, New Jersey. The goal is to develop the children’s true

potential via a diverse pipeline of dynamic programs and robust community

resources.

The Helping Hands Food Pantry is a ministry of the Christian Fellowship Church

of New Egypt. It provides food and clothing to individuals and families living in

poverty.

Since 1989, the Housing and Community Development Network of New Jersey

(the “Network”) has worked to improve the environment for the work of

community development corporations, and to strengthen their capacity to create

housing and revitalize distressed neighborhoods throughout New Jersey. The

Network is a statewide association of over 250 nonprofit housing and community

development corporations, individuals, professional organizations and prominent

New Jersey corporations that support the creation of housing choices and

economic opportunities for LMI community residents. The mission of the

Network is to enhance the ability of members to create and preserve long-term

affordable housing and build strong communities in New Jersey through:

networking and support services, capacity building and resource development and

education and public policy advocacy. Funding supported the Community

Scholars Program and Under One Roof Conference. The Community Scholars

program educates students on the roles, responsibility and function of nonprofit

community development organizations, through spending many hours on projects

focusing on needs of LMI individuals, including housing, food access and renter’s

rights.

During such time period, Branch Bank employees engaged in 38 community

development service initiatives, which focused on financial education for adults, youth,

and services for underserved populations. Examples of such community development

service activities of Branch Bank employees include:

Provided financial education in the Atlantic City, NJ MSA, using “The Benefit of

Financial Wellness” and “Your Financial Wellness BB&T@Work - 5 Tips” to

employees of a department store. Attendees included retail salespersons; first-line

supervisors of retail sales workers; laborers and freight, stock, and material

movers; and cashiers, all of whom earned LMI wages.

business. Wealth building through entrepreneurship has shown to be a viablestrategy in addressing persistent poverty, and encouraging entrepreneurship ineconomically disadvantaged communities has proven to help individuals fromvariant educational, socio-economic and backgrounds to prosper financially. TheLAEDA is a nonprofit economic development organization dedicated to thecreation of small business ownership opportunities for all minorities, to contributeto the growth and success of small businesses and the development of the localmarketplace.

* Daniel's Den Community Center, which brings a safe haven for youth into theinner-city of Vineland, New Jersey. The goal is to develop the children's truepotential via a diverse pipeline of dynamic programs and robust communityresources.

* The Helping Hands Food Pantry is a ministry of the Christian Fellowship Churchof New Egypt. It provides food and clothing to individuals and families living inpoverty.

* Since 1989, the Housing and Community Development Network of New Jersey(the "Network") has worked to improve the environment for the work ofcommunity development corporations, and to strengthen their capacity to createhousing and revitalize distressed neighborhoods throughout New Jersey. TheNetwork is a statewide association of over 250 nonprofit housing and communitydevelopment corporations, individuals, professional organizations and prominentNew Jersey corporations that support the creation of housing choices andeconomic opportunities for LMI community residents. The mission of theNetwork is to enhance the ability of members to create and preserve long-termaffordable housing and build strong communities in New Jersey through:networking and support services, capacity building and resource development andeducation and public policy advocacy. Funding supported the CommunityScholars Program and Under One Roof Conference. The Community Scholarsprogram educates students on the roles, responsibility and function of nonprofitcommunity development organizations, through spending many hours on projectsfocusing on needs of LMI individuals, including housing, food access and renter'srights.

During such time period, Branch Bank employees engaged in 38 communitydevelopment service initiatives, which focused on financial education for adults, youth,and services for underserved populations. Examples of such community developmentservice activities of Branch Bank employees include:

* Provided financial education in the Atlantic City, NJ MSA, using "The Benefit ofFinancial Wellness" and "Your Financial Wellness BB&T@Work - 5 Tips" toemployees of a department store. Attendees included retail salespersons; first-linesupervisors of retail sales workers; laborers and freight, stock, and materialmovers; and cashiers, all of whom earned LMI wages.

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Participated at a Bank Bus event in the Camden, NJ MSA, pulling free credit

reports for low-income clients of Habitat for Humanity Burlington County and

reviewing their credit report one-on-one, so participants would understand how to

improve their credit score to qualify and receive affordable housing.

Provided a “Banking on Your Success - Banking Basics, Family Budgeting and

Becoming a Homeowner” financial literacy session for individuals involved in a

nonprofit alcoholism treatment program in the Atlantic City, NJ MSA. Hendricks

House, Inc. is licensed by the Department of Human Services and is contracted

with the Division of Mental Health and Addiction Services as a fee-for-service

provider. The organization is contracted with the eight southern New Jersey

counties to provide substance use disorder treatment for their indigent residents in

need, with the Mutual Agreement Program, Drug Court, Work First, South Jersey

Initiative and DUI programs.

Provided “Bank On Your Success - Basic Banking” financial education for the

clients of Pathstone in Vineland, New Jersey. PathStone offers a number of

services to LMI residents, including: delivering emergency services to assist

individuals and families in crisis to achieve safety and stability; providing quality

career and employment services; and creating opportunities for people to live and

work in thriving, diverse communities from which they can create family assets

and access robust community services. PathStone delivers emergency services to

assist individuals and families in crisis to achieve safety and stability. Support

services, which enable individuals to pursue education and employment, include:

food pantry and nutrition services, emergency housing and utility assistance,

emergency transportation, English-as-a-second language education, books and

supplies for education, clothing and tools for employment.

Led classes of students in the Camden, NJ MSA through a wrap-up activity at

Willingboro High School, as part of BB&T’s Financial Foundation’s EverFi

program. More than 65% of the school’s students are eligible for the free lunch

program.

Provided financial literacy to clients of Oaks Integrated Care, which provides

after-school care to at-risk youth in Trenton, New Jersey. Oaks Integrated Care

provides homework help, social services, extracurricular activities, nutritional

services, etc. to the children in the program. The organization is a private,

nonprofit organization dedicated to improving the quality of life for vulnerable

adults, children and families throughout New Jersey.

Led financial literacy session for individuals reentering society from prison in the

Vineland, NJ MSA. The employees helped departing inmates grasp a better

understanding of finance. One employee has conducted multiple sessions with

GEO Reentry Services, with an increasing number of attendees participating each

time. Topics focus primarily on credit, and how to use it strategically (how to

repair and rebuild credit, etc.), how to buy a home and how to develop and adhere

to a budget. GEO Reentry Services delivers evidence-based treatment and

* Participated at a Bank Bus event in the Camden, NJ MSA, pulling free creditreports for low-income clients of Habitat for Humanity Burlington County andreviewing their credit report one-on-one, so participants would understand how toimprove their credit score to qualify and receive affordable housing.

* Provided a "Banking on Your Success - Banking Basics, Family Budgeting andBecoming a Homeowner" financial literacy session for individuals involved in anonprofit alcoholism treatment program in the Atlantic City, NJ MSA. HendricksHouse, Inc. is licensed by the Department of Human Services and is contractedwith the Division of Mental Health and Addiction Services as a fee-for-serviceprovider. The organization is contracted with the eight southern New Jerseycounties to provide substance use disorder treatment for their indigent residents inneed, with the Mutual Agreement Program, Drug Court, Work First, South JerseyInitiative and DUI programs.

* Provided "Bank On Your Success - Basic Banking" financial education for theclients of Pathstone in Vineland, New Jersey. PathStone offers a number ofservices to LMI residents, including: delivering emergency services to assistindividuals and families in crisis to achieve safety and stability; providing qualitycareer and employment services; and creating opportunities for people to live andwork in thriving, diverse communities from which they can create family assetsand access robust community services. PathStone delivers emergency services toassist individuals and families in crisis to achieve safety and stability. Supportservices, which enable individuals to pursue education and employment, include:food pantry and nutrition services, emergency housing and utility assistance,emergency transportation, English-as-a-second language education, books andsupplies for education, clothing and tools for employment.

* Led classes of students in the Camden, NJ MSA through a wrap-up activity atWillingboro High School, as part of BB&T's Financial Foundation's EverFiprogram. More than 65% of the school's students are eligible for the free lunchprogram.

* Provided financial literacy to clients of Oaks Integrated Care, which providesafter-school care to at-risk youth in Trenton, New Jersey. Oaks Integrated Careprovides homework help, social services, extracurricular activities, nutritionalservices, etc. to the children in the program. The organization is a private,nonprofit organization dedicated to improving the quality of life for vulnerableadults, children and families throughout New Jersey.

* Led financial literacy session for individuals reentering society from prison in theVineland, NJ MSA. The employees helped departing inmates grasp a betterunderstanding of finance. One employee has conducted multiple sessions withGEO Reentry Services, with an increasing number of attendees participating eachtime. Topics focus primarily on credit, and how to use it strategically (how torepair and rebuild credit, etc.), how to buy a home and how to develop and adhereto a budget. GEO Reentry Services delivers evidence-based treatment and

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supervision programs for adult probationers, parolees and pretrial defendants in

residential, in-prison, and non-residential reentry centers. At the core of GEO

Reentry’s treatment and training is cognitive-behavioral therapy, intended to

change criminal attitudes, social skills and interpersonal problem-solving.

Provided homeownership education in partnership with Neighborhood Housing

Services of Camden, Inc. (“NHSC”). The nonprofit was established in 1988 as a

501(c)(3)3 nonprofit, U.S. Department of Housing and Urban Development-

certified, community-based housing development corporation. Under its "New

21st Century Direction," NHSC provides home ownership counseling services to

LMI and median-income, first-time home buyers in Camden City, throughout

Southern New Jersey and in the Delaware Valley.

Charleston, West Virginia MSA. As of the 2010 US Census Report, the

Charleston, West Virginia MSA (the “Charleston MSA”) was comprised of

approximately 90% White Non-Hispanic residents. Accordingly, there are a very limited

number of potential minority mortgage loan applicants in any one year, as compared to

the total population. While Branch Bank received one minority application out of 113

total HMDA applications for home purchase loans, in 2017, Branch Bank’s complete

HMDA data for this market reflected 300 total HMDA applications with 18 minority

applicants.

Branch Bank has served the needs of minority and LMI residents and

communities through its other CRA activities. During 2017 through May 31, 2019,

Branch Bank provided community development loans and qualified investments and

grants in the Charleston MSA totaling $40,436,801, much of which benefited LMI and

minority residents and communities and other underserved populations.

Examples of Branch Bank’s community development loans and qualified

investments or grants in the Charleston MSA (or broader statewide area benefiting those

in the Charleston MSA) include:

$5 million contribution commitment to support the establishment of the West

Virginia Drug Intervention Institute at the University of Charleston (the

“Institute”), in connection with the University of Charleston. BB&T convened a

leadership team comprising several current and former corporate board members

to tackle the growing opioid crisis in West Virginia. The epidemic reaches every

corner of the country but is particularly ravaging more rural areas. West Virginia

residents struggling with opioid abuse have a more difficult time getting help, and

the available services are not always covered by Medicaid or insurers, which

disproportionately affects low-income people. The goal of the Institute is to

supplement federal, state and local efforts in reducing opioid deaths and drug use

in West Virginia.

$10,000 grant to Charleston Main Street (“CMS”), an economic development

organization focused on the revitalization of the East End and West Side of

Charleston. CMS works to restore historic properties, recruit local business,

supervision programs for adult probationers, parolees and pretrial defendants inresidential, in-prison, and non-residential reentry centers. At the core of GEOReentry's treatment and training is cognitive-behavioral therapy, intended tochange criminal attitudes, social skills and interpersonal problem-solving.

* Provided homeownership education in partnership with Neighborhood HousingServices of Camden, Inc. ("NHSC"). The nonprofit was established in 1988 as a501(c)(3)3 nonprofit, U.S. Department of Housing and Urban Development-certified, community-based housing development corporation. Under its "New21st Century Direction," NHSC provides home ownership counseling services toLMI and median-income, first-time home buyers in Camden City, throughoutSouthern New Jersey and in the Delaware Valley.

Charleston, West Virginia MSA. As of the 2010 US Census Report, theCharleston, West Virginia MSA (the "Charleston MSA") was comprised ofapproximately 90% White Non-Hispanic residents. Accordingly, there are a very limitednumber of potential minority mortgage loan applicants in any one year, as compared tothe total population. While Branch Bank received one minority application out of 113total HMDA applications for home purchase loans, in 2017, Branch Bank's completeHMDA data for this market reflected 300 total HMDA applications with 18 minorityapplicants.

Branch Bank has served the needs of minority and LMI residents andcommunities through its other CRA activities. During 2017 through May 31, 2019,Branch Bank provided community development loans and qualified investments andgrants in the Charleston MSA totaling $40,436,801, much of which benefited LMI andminority residents and communities and other underserved populations.

Examples of Branch Bank's community development loans and qualifiedinvestments or grants in the Charleston MSA (or broader statewide area benefiting thosein the Charleston MSA) include:

* $5 million contribution commitment to support the establishment of the WestVirginia Drug Intervention Institute at the University of Charleston (the"Institute"), in connection with the University of Charleston. BB&T convened aleadership team comprising several current and former corporate board membersto tackle the growing opioid crisis in West Virginia. The epidemic reaches everycorner of the country but is particularly ravaging more rural areas. West Virginiaresidents struggling with opioid abuse have a more difficult time getting help, andthe available services are not always covered by Medicaid or insurers, whichdisproportionately affects low-income people. The goal of the Institute is tosupplement federal, state and local efforts in reducing opioid deaths and drug usein West Virginia.

* $10,000 grant to Charleston Main Street ("CMS"), an economic developmentorganization focused on the revitalization of the East End and West Side ofCharleston. CMS works to restore historic properties, recruit local business,

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attract and retain entrepreneurs, and market the districts through destination

events and projects. BB&T funding will help capitalize CMS’s pilot program,

CWVenture, a small business microloan program that provides small startup or

expansion loans that range from $500 to $5,000 for qualified small businesses

with annual gross revenues of less than $1 million or are located in an LMI census

tract. In addition, BB&T employees serve on CMS’s committee, which created

the CWVenture program.

$2,000,000 credit line to a Critical Access Hospital located in Boone County, an

Appalachian Regional Commission designed distressed county, a program that

focuses on providing needed public services to the region’s poorest counties.

Commissioned in 1964 the hospital provides residents of Boone and surrounding

counties acute short-term and outpatient care. The largest-ever cluster of miners

affected by advanced black lung disease has been tallied in central Appalachia.

This hospital opened its Black Lung Center in February of 2018 and in less than

four months tested its 100th patient. Prior to this, persons had to drive to

locations in other states, such as Virginia, to receive the necessary testing.

$200,000 line of credit to a Charleston mission to assist in supporting their

working capital needs and fluctuations in giving need. The mission has been

helping the needy of West Virginia since 1911. BB&T associates partner with the

mission to provide financial education to customers to promote financial stability

and work towards self-sufficiency.

$1.5 million line of credit to continue funding renovations to one of Charleston’s

largest facilities dedicated to the arts and sciences and one of the most ambitious

economic, cultural and educational undertakings in West Virginia. In 2015,

through a new capital campaign, the organization embarked on a massive

renovation program. According to the WV News, since that time attendance has

close to doubled.

$200,000 line of credit for a Charleston area YWCA to support the provision of

programs and services that foster self-sufficiency for the disadvantaged, including

the organization’s shelter for homeless women & families. The shelter provides

emergency shelter and supportive services around the clock, every day of the year

for homeless single women, women with children, men with custody of their

children and intact families. In 2018, BB&T provided a $20,000 grant to support

services at the shelter. This facility offers a secure, healthy environment with

crisis intervention, case management and counseling to help individuals achieve

long-term self-sufficiency. Job education and job-readiness training is also

offered.

Branch Bank also has actively engaged in community development services in the

Charleston MSA, including for support of community services to underserved

populations and affordable housing, economic development, and revitalization or

stabilization activities. Examples of such community development services activities by

Branch Bank employee in the Charleston MSA include:

attract and retain entrepreneurs, and market the districts through destinationevents and projects. BB&T funding will help capitalize CMS's pilot program,CWVenture, a small business microloan program that provides small startup orexpansion loans that range from $500 to $5,000 for qualified small businesseswith annual gross revenues of less than $1 million or are located in an LMI censustract. In addition, BB&T employees serve on CMS's committee, which createdthe CWVenture program.

* $2,000,000 credit line to a Critical Access Hospital located in Boone County, anAppalachian Regional Commission designed distressed county, a program thatfocuses on providing needed public services to the region's poorest counties.Commissioned in 1964 the hospital provides residents of Boone and surroundingcounties acute short-term and outpatient care. The largest-ever cluster of minersaffected by advanced black lung disease has been tallied in central Appalachia.This hospital opened its Black Lung Center in February of 2018 and in less thanfour months tested its 100th patient. Prior to this, persons had to drive tolocations in other states, such as Virginia, to receive the necessary testing.

* $200,000 line of credit to a Charleston mission to assist in supporting theirworking capital needs and fluctuations in giving need. The mission has beenhelping the needy of West Virginia since 1911. BB&T associates partner with themission to provide financial education to customers to promote financial stabilityand work towards self-sufficiency.

* $1.5 million line of credit to continue funding renovations to one of Charleston'slargest facilities dedicated to the arts and sciences and one of the most ambitiouseconomic, cultural and educational undertakings in West Virginia. In 2015,through a new capital campaign, the organization embarked on a massiverenovation program. According to the WV News, since that time attendance hasclose to doubled.

* $200,000 line of credit for a Charleston area YWCA to support the provision ofprograms and services that foster self-sufficiency for the disadvantaged, includingthe organization's shelter for homeless women & families. The shelter providesemergency shelter and supportive services around the clock, every day of the yearfor homeless single women, women with children, men with custody of theirchildren and intact families. In 2018, BB&T provided a $20,000 grant to supportservices at the shelter. This facility offers a secure, healthy environment withcrisis intervention, case management and counseling to help individuals achievelong-term self-sufficiency. Job education and job-readiness training is alsooffered.

Branch Bank also has actively engaged in community development services in theCharleston MSA, including for support of community services to underservedpopulations and affordable housing, economic development, and revitalization orstabilization activities. Examples of such community development services activities byBranch Bank employee in the Charleston MSA include:

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Participated in a VITA Bank Bus Event in conjunction with the United Way of

Central West Virginia (“UWCWV”). Twenty percent of UWCWV’s funding is

allocated to initiatives and efforts that promote financial stability and

independence. UWCWV works to move people out of poverty permanently by

equipping them with the knowledge of how to keep more of what they earn, and

providing the tools and training needed to get and keep better jobs and begin

building assets. UWCWV volunteers prepared nine tax returns, and Branch Bank

employees were on hand to help interested persons obtain a copy and review

credit reports, provide tips for improving credit and assist with unclaimed

property searches.

Participated in the Charleston-Kanawha Public Housing Authority / BB&T VITA

Bank Bus event and partnered with the local Earned Income Tax Credit Coalition

to offer free income tax preparation assistance and financial education to residents

of the Orchard Manor public housing community located at 900 Griffin Drive in

Charleston, a moderate-income, majority-minority census tract.

Conducted a “Bank on Your Success Family Budgeting” workshop for 15 men

recovering from drug & alcohol abuse at the Kanawha Valley Fellowship Home

(the “Home”). The Home serves as a transitional home for men who are serious

about their recovery from alcohol and substance abuse. Services are offered to all

residents of the state, but focus has been in Kanawha and surrounding counties.

Programs include those that help residents build independent living skills and

learn job skills to become a wage earner.

Served on the conference planning committee for the 2018 West Virginia

Affordable Housing Conference held on September 19-21, 2018, in Charleston,

serving as a moderator for the Housing & Domestic Violence panel, a presenter

for CRA a Practical Discussion for Banks and Nonprofits, and a panel presenter

for Find Your Fit: Financing Your Housing Development. Branch Bank was also

a $5,000 sponsor of the event.

Served as board members for Habitat for Humanity (“Habitat”), which helps

families become homeowners and builds simple affordable housing for low-

income and minority families. Habitat's mission is to provide families currently

in substandard housing the opportunity to work toward home ownership. “Sweat

equity” and low- to no-interest loans are pillars of Habitat’s program. Branch

Bank employees also offer a Master Homeownership curriculum to new owners

of Habitat homes and to local community members.

Volunteered and provided financial literacy education at The Anchor of Ten-Up

Ministries, a half-way or sober living house for those recovering from drug and

alcohol abuse. The financial education included budgeting information,

establishing and re-establishing credit, with free credit reports provided to each

participant. Sober living homes give those recovering from addiction a safe,

stable and relatively low-cost place to live.

* Participated in a VITA Bank Bus Event in conjunction with the United Way ofCentral West Virginia ("UWCWV"). Twenty percent of UWCWV's funding isallocated to initiatives and efforts that promote financial stability andindependence. UWCWV works to move people out of poverty permanently byequipping them with the knowledge of how to keep more of what they earn, andproviding the tools and training needed to get and keep better jobs and beginbuilding assets. UWCWV volunteers prepared nine tax returns, and Branch Bankemployees were on hand to help interested persons obtain a copy and reviewcredit reports, provide tips for improving credit and assist with unclaimedproperty searches.

* Participated in the Charleston-Kanawha Public Housing Authority / BB&T VITABank Bus event and partnered with the local Earned Income Tax Credit Coalitionto offer free income tax preparation assistance and financial education to residentsof the Orchard Manor public housing community located at 900 Griffin Drive inCharleston, a moderate-income, majority-minority census tract.

* Conducted a "Bank on Your Success Family Budgeting" workshop for 15 menrecovering from drug & alcohol abuse at the Kanawha Valley Fellowship Home(the "Home"). The Home serves as a transitional home for men who are seriousabout their recovery from alcohol and substance abuse. Services are offered to allresidents of the state, but focus has been in Kanawha and surrounding counties.Programs include those that help residents build independent living skills andlearn job skills to become a wage earner.

* Served on the conference planning committee for the 2018 West VirginiaAffordable Housing Conference held on September 19-21, 2018, in Charleston,serving as a moderator for the Housing & Domestic Violence panel, a presenterfor CRA a Practical Discussion for Banks and Nonprofits, and a panel presenterfor Find Your Fit: Financing Your Housing Development. Branch Bank was alsoa $5,000 sponsor of the event.

* Served as board members for Habitat for Humanity ("Habitat"), which helpsfamilies become homeowners and builds simple affordable housing for low-income and minority families. Habitat's mission is to provide families currentlyin substandard housing the opportunity to work toward home ownership. "Sweatequity" and low- to no-interest loans are pillars of Habitat's program. BranchBank employees also offer a Master Homeownership curriculum to new ownersof Habitat homes and to local community members.

* Volunteered and provided financial literacy education at The Anchor of Ten-UpMinistries, a half-way or sober living house for those recovering from drug andalcohol abuse. The financial education included budgeting information,establishing and re-establishing credit, with free credit reports provided to eachparticipant. Sober living homes give those recovering from addiction a safe,stable and relatively low-cost place to live.

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Provided financial education on “Becoming a Homeowner,” to residents of the

LIHTC project, Recovery Point of Charleston, a 501(c)3 nonprofit organization

offering addiction recovery services at no cost. Residents contribute to their room

and board in ways such as food preparation, housekeeping, building and grounds

maintenance, security, peer-mentoring, teaching, etc.

Participated in the annual Minority Business Expo in Charleston by offering small

business services. The goals of the Expo are to support equal employment

opportunities, small and disadvantaged businesses, and diversity and inclusion,

including for historically under-represented communities, to improve the lives of

all West Virginians.

Provided financial education to students participating in the Charleston Job Corps

program. The Job Corps program is a no-cost education and career technical

training program administered by the U.S. Department of Labor that helps young

people ages 16 to 24 improve the quality of their lives through career technical

and academic training.

Provided the “Bank on Your Success Banking Basics” module to eight residents

at the Union Mission-Brookside, which is a residential program for single women

with children and single mothers-to-be. Union Mission has been a ready, active

hand of help to the needy of West Virginia. The organization’s mission includes

ministering to the physical needs of the downtrodden.

Houston, Texas MSA. For responsive information concerning the Houston,

Texas MSA, please see the response to Item 7.e. below.

b. Commenters allege that the proposal would create a larger bank focused on

issues that are national in scope. Because of this, commenters allege that the

resulting institution would be less responsive to the needs of the local

communities in which the banks currently operate, including for example in

Luzerne County, Pennsylvania.

Both BB&T and SunTrust are deeply intertwined within their local communities

through a wide variety of programs and management structures that are designed to be

responsive to, and even anticipate the needs of, local communities. There is no intention

to change the focus of Truist Financial away from its local communities. As will be

discussed below, Truist intends to continue its strong community focus and presence.

Responsiveness and engagement with local businesses and communities is one of

Branch Bank’s and SunTrust’s highest priorities and that will continue at Truist

Financial. This commitment is shown and implemented through Branch Bank’s

Community Banking structure which drives and supports its customer-centric strategy.

Senior management officials selected for the combined organization have decided to

adopt this Community Banking strategy for Truist Bank following closure of the

Proposed Transaction.

* Provided financial education on "Becoming a Homeowner," to residents of theLIHTC project, Recovery Point of Charleston, a 501(c)3 nonprofit organizationoffering addiction recovery services at no cost. Residents contribute to their roomand board in ways such as food preparation, housekeeping, building and groundsmaintenance, security, peer-mentoring, teaching, etc.

* Participated in the annual Minority Business Expo in Charleston by offering smallbusiness services. The goals of the Expo are to support equal employmentopportunities, small and disadvantaged businesses, and diversity and inclusion,including for historically under-represented communities, to improve the lives ofall West Virginians.

* Provided financial education to students participating in the Charleston Job Corpsprogram. The Job Corps program is a no-cost education and career technicaltraining program administered by the U.S. Department of Labor that helps youngpeople ages 16 to 24 improve the quality of their lives through career technicaland academic training.

* Provided the "Bank on Your Success Banking Basics" module to eight residentsat the Union Mission-Brookside, which is a residential program for single womenwith children and single mothers-to-be. Union Mission has been a ready, activehand of help to the needy of West Virginia. The organization's mission includesministering to the physical needs of the downtrodden.

Houston, Texas MSA. For responsive information concerning the Houston,Texas MSA, please see the response to Item 7.e. below.

b. Commenters allege that the proposal would create a larger bank focused onissues that are national in scope. Because of this, commenters allege that theresulting institution would be less responsive to the needs of the localcommunities in which the banks currently operate, including for example inLuzerne County, Pennsylvania.

Both BB&T and SunTrust are deeply intertwined within their local communitiesthrough a wide variety of programs and management structures that are designed to beresponsive to, and even anticipate the needs of, local communities. There is no intentionto change the focus of Truist Financial away from its local communities. As will bediscussed below, Truist intends to continue its strong community focus and presence.

Responsiveness and engagement with local businesses and communities is one ofBranch Bank's and SunTrust's highest priorities and that will continue at TruistFinancial. This commitment is shown and implemented through Branch Bank'sCommunity Banking structure which drives and supports its customer-centric strategy.Senior management officials selected for the combined organization have decided toadopt this Community Banking strategy for Truist Bank following closure of theProposed Transaction.

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Branch Bank’s Community Banking structure currently is organized into 20

regions with each led by a Regional President – the chief integrator – who is empowered

to do the right thing for the customer. The number and definition of the Community

Banking regions following closure of the Proposed Transaction is under development at

this time but will be consistent with the adopted Community Banking structure. The

Regional President is primarily responsible for intense focus on local communities within

the region and community involvement. BB&T believes the Community Banking

structure benefits its customers by:

Giving voice to the customer;

Providing local, visible leadership;

Empowering local decision-making;

Building partnerships across the bank; and

Enabling directly responsive efforts to the local community needs.

In addition to its Regional Presidents, Branch Bank delivers its Value Promise

through its Market Presidents. The Value Promise is how Branch Bank conveys to its

customers the differentiating value of the bank, how Branch Bank uncovers customer

needs and its commitment to customers. Each of Branch Bank’s 140 Market Presidents

drives the Community Banking structure to the local markets. This leadership structure

fosters higher-touch engagement with communities and local businesses across the

bank’s footprint, and Truist Bank will provide coverage in each market as Branch Bank

does today.

Branch Bank’s Market Presidents engage the community both directly and

through local advisory boards. Branch Bank has 140 active local advisory boards with

more than 1,200 total members across the footprint. Branch Bank takes a balanced

approach in the board member selection by engaging business owners and community

leaders that represent the needs of the communities the bank serves. The local advisory

board program complements and supports the Community Bank structure by providing

close ties with, and regular feedback from, a cross-section of each community. SunTrust

maintains a similar advisory council structure with 30 local community councils

comprising over 375 different members, and combining these advisory councils to

engage with communities across the combined footprint will strengthen and maintain the

local connectedness to the communities Truist Bank will serve.

To best meet the needs of its underserved communities, Branch Bank has also

established community development councils in markets throughout its footprint. The

purpose of these councils is to advise Branch Bank on critical needs that are impacting its

communities, as well as provide suggestions for solutions that can support addressing

those needs. Truist Bank will continue this practice of hosting regional councils.

Additionally, Truist Bank will form a Community Advisory Board that will review and

Branch Bank's Community Banking structure currently is organized into 20regions with each led by a Regional President - the chief integrator - who is empoweredto do the right thing for the customer. The number and definition of the CommunityBanking regions following closure of the Proposed Transaction is under development atthis time but will be consistent with the adopted Community Banking structure. TheRegional President is primarily responsible for intense focus on local communities withinthe region and community involvement. BB&T believes the Community Bankingstructure benefits its customers by:

* Giving voice to the customer;

* Providing local, visible leadership;

* Empowering local decision-making;

* Building partnerships across the bank; and

* Enabling directly responsive efforts to the local community needs.

In addition to its Regional Presidents, Branch Bank delivers its Value Promisethrough its Market Presidents. The Value Promise is how Branch Bank conveys to itscustomers the differentiating value of the bank, how Branch Bank uncovers customerneeds and its commitment to customers. Each of Branch Bank's 140 Market Presidentsdrives the Community Banking structure to the local markets. This leadership structurefosters higher-touch engagement with communities and local businesses across thebank's footprint, and Truist Bank will provide coverage in each market as Branch Bankdoes today.

Branch Bank's Market Presidents engage the community both directly andthrough local advisory boards. Branch Bank has 140 active local advisory boards withmore than 1,200 total members across the footprint. Branch Bank takes a balancedapproach in the board member selection by engaging business owners and communityleaders that represent the needs of the communities the bank serves. The local advisoryboard program complements and supports the Community Bank structure by providingclose ties with, and regular feedback from, a cross-section of each community. SunTrustmaintains a similar advisory council structure with 30 local community councilscomprising over 375 different members, and combining these advisory councils toengage with communities across the combined footprint will strengthen and maintain thelocal connectedness to the communities Truist Bank will serve.

To best meet the needs of its underserved communities, Branch Bank has alsoestablished community development councils in markets throughout its footprint. Thepurpose of these councils is to advise Branch Bank on critical needs that are impacting itscommunities, as well as provide suggestions for solutions that can support addressingthose needs. Truist Bank will continue this practice of hosting regional councils.Additionally, Truist Bank will form a Community Advisory Board that will review and

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discuss progress regarding the bank’s Community Benefits Plan’s goals and objectives,

as well as provide input to the institution on impactful and innovative efforts to address

community needs. The Community Advisory Board will be diverse in both geographic

representation and mission of organizations, and will include appropriate representation

to provide input on the combined institution’s rural strategy.

BB&T’s mission is to make the world a better place by helping its customers,

employees, communities and shareholders achieve their financial objectives. A

significant example of this mission in action is the involvement of its employees in the

BB&T Lighthouse Project in each of Branch Bank’s communities. Bank leadership

provides the funding and time away from work for employees to select a humanitarian

project and work as a team for a day to support a local need.

BB&T is excited to join with SunTrust to deepen the combined organization’s

engagement with each of the communities served by the legacy banks. Truist Bank will

be able bring more benefits to each market throughout the Community Banking structure.

c. Commenters allege that both SunTrust and BB&T have not done enough to

meet the credit and banking needs of the unbanked and underbanked,

particularly in the South.

Both Branch Bank and SunTrust have demonstrated long-standing commitments

to serving their communities, including LMI individuals and communities. Truist Bank

will continue the strong CRA performance legacies of Branch Bank and SunTrust Bank.

Branch Bank and SunTrust Bank offer first-rate customer service and a full range of

products and services, including a broad range of deposit and loan programs that benefit

small business and LMI customers and communities, are actively engaged in community

development lending and investment activities and provide extensive community

development services. Consistent with Branch Bank’s and SunTrust Bank’s history of

CRA excellence, Truist Bank will continue to operate in compliance with the letter and

spirit of the CRA. The CRA leadership and framework for Truist Bank have been

determined, with the intent of combining favorable elements of the legacy banks’ CRA

programs to create an enhanced CRA program that meets the needs of all the

communities served. Truist Bank will prioritize its activities to achieve “Outstanding”

CRA performance ratings.

Branch Bank

To assist in meeting the needs of the unbanked and underbanked, Branch Bank

offers a full range of loan and deposit products, including numerous affordable home

mortgage programs, government-sponsored loan programs for home mortgage borrowers

and small businesses, affordable deposit products for small businesses and nonprofit

organizations and low-cost deposit products for consumers. Branch Bank’s website,

which is available in both Spanish and English, provides free financial education

resources for consumers and small businesses to assist with money management and

financial goals.

discuss progress regarding the bank's Community Benefits Plan's goals and objectives,as well as provide input to the institution on impactful and innovative efforts to addresscommunity needs. The Community Advisory Board will be diverse in both geographicrepresentation and mission of organizations, and will include appropriate representationto provide input on the combined institution's rural strategy.

BB&T's mission is to make the world a better place by helping its customers,employees, communities and shareholders achieve their financial objectives. Asignificant example of this mission in action is the involvement of its employees in theBB&T Lighthouse Project in each of Branch Bank's communities. Bank leadershipprovides the funding and time away from work for employees to select a humanitarianproject and work as a team for a day to support a local need.

BB&T is excited to join with SunTrust to deepen the combined organization'sengagement with each of the communities served by the legacy banks. Truist Bank willbe able bring more benefits to each market throughout the Community Banking structure.

c. Commenters allege that both SunTrust and BB&T have not done enough tomeet the credit and banking needs of the unbanked and underbanked,particularly in the South.

Both Branch Bank and SunTrust have demonstrated long-standing commitmentsto serving their communities, including LMI individuals and communities. Truist Bankwill continue the strong CRA performance legacies of Branch Bank and SunTrust Bank.Branch Bank and SunTrust Bank offer first-rate customer service and a full range ofproducts and services, including a broad range of deposit and loan programs that benefitsmall business and LMI customers and communities, are actively engaged in communitydevelopment lending and investment activities and provide extensive communitydevelopment services. Consistent with Branch Bank's and SunTrust Bank's history ofCRA excellence, Truist Bank will continue to operate in compliance with the letter andspirit of the CRA. The CRA leadership and framework for Truist Bank have beendetermined, with the intent of combining favorable elements of the legacy banks' CRAprograms to create an enhanced CRA program that meets the needs of all thecommunities served. Truist Bank will prioritize its activities to achieve "Outstanding"CRA performance ratings.

Branch Bank

To assist in meeting the needs of the unbanked and underbanked, Branch Bankoffers a full range of loan and deposit products, including numerous affordable homemortgage programs, government-sponsored loan programs for home mortgage borrowersand small businesses, affordable deposit products for small businesses and nonprofitorganizations and low-cost deposit products for consumers. Branch Bank's website,which is available in both Spanish and English, provides free financial educationresources for consumers and small businesses to assist with money management andfinancial goals.

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In addition to its variety of affordable products, Branch Bank and its employees

provide extensive support to nonprofits, aiming to promote asset building and improve

long-term economic stability.

Branch Bank partners closely with a variety of community-based organizations

throughout its footprint to assist in Volunteer Income Tax Assistance (“VITA”) events,

conducting education and outreach efforts to inform persons about the benefits of using

mainstream financial services to help them make informed financial decisions, build

assists and encourage relationships. The VITA program is sponsored by the Internal

Revenue Service and offers free tax help to taxpayers who generally make $55,000 or

less, taxpayers with disabilities and limited English speaking taxpayers who need

assistance in preparing their own tax returns. During many events, Branch Bank’s Bank

Bus serves as a mobile banking and education unit, providing internet access to assist

participants with money management efforts, such as online financial education and

obtaining free credit reports.

Since January 2017, the beginning of Branch Bank’s current exam period, the

bank has held several VITA Bank Bus events in conjunction with the East Durham

Children’s Initiative, Guilford Child Development, the United Way of Greensboro and

Passage Homes Raleigh. In Georgia, the bank hosted VITA Bank Bus events in Baldwin,

Bibb and Fulton Counties, conducting “Credit 101,” an online program that educates

participants on how to obtain, read and understand their credit reports.

VITA Bank Bus events also were conducted with several United Way chapters in

Virginia, and also a number of community action agencies, including Hampton Roads,

Lynchburg, and Appalachian Community Action. In Florida, events were held in Miami

in partnership with Branches, a nonprofit that focuses on family financial wellness, and in

conjunction with a Tampa-based Community Development Corporation.

BB&T employees work closely with a number of other initiatives to support

individuals’ and families’ access to safe and affordable banking products, in order to

begin building assets and financial security. Asset building coalitions consist of private,

public and nonprofit organizations that work to raise awareness about the problem of

asset poverty and develop ways to address the problem. Alabama Asset Building

Coalition was a VITA Bank Bus event partner for a recent 2019 VITA event held in

Birmingham; also, a Branch Bank Community Development Specialist serves on the

coalition’s Board of Directors. Branch Bank associates have worked with a number of

these organizations in a similar capacity, such as serving on the Board of Directors for the

Louisville Asset Building Coalition and a Planning and Logistics Committee for the

Southeast Georgia Asset Coalition.

Branch Bank also supports a number of Bank On coalitions throughout its

footprint. The programs are established by local governments liaising with bank,

regulatory and nonprofit organization partners, to expand banking access for the

unbanked and underbanked.

In addition to its variety of affordable products, Branch Bank and its employeesprovide extensive support to nonprofits, aiming to promote asset building and improvelong-term economic stability.

Branch Bank partners closely with a variety of community-based organizationsthroughout its footprint to assist in Volunteer Income Tax Assistance ("VITA") events,conducting education and outreach efforts to inform persons about the benefits of usingmainstream financial services to help them make informed financial decisions, buildassists and encourage relationships. The VITA program is sponsored by the InternalRevenue Service and offers free tax help to taxpayers who generally make $55,000 orless, taxpayers with disabilities and limited English speaking taxpayers who needassistance in preparing their own tax returns. During many events, Branch Bank's BankBus serves as a mobile banking and education unit, providing internet access to assistparticipants with money management efforts, such as online financial education andobtaining free credit reports.

Since January 2017, the beginning of Branch Bank's current exam period, thebank has held several VITA Bank Bus events in conjunction with the East DurhamChildren's Initiative, Guilford Child Development, the United Way of Greensboro andPassage Homes Raleigh. In Georgia, the bank hosted VITA Bank Bus events in Baldwin,Bibb and Fulton Counties, conducting "Credit 101," an online program that educatesparticipants on how to obtain, read and understand their credit reports.

VITA Bank Bus events also were conducted with several United Way chapters inVirginia, and also a number of community action agencies, including Hampton Roads,Lynchburg, and Appalachian Community Action. In Florida, events were held in Miamiin partnership with Branches, a nonprofit that focuses on family financial wellness, and inconjunction with a Tampa-based Community Development Corporation.

BB&T employees work closely with a number of other initiatives to supportindividuals' and families' access to safe and affordable banking products, in order tobegin building assets and financial security. Asset building coalitions consist of private,public and nonprofit organizations that work to raise awareness about the problem ofasset poverty and develop ways to address the problem. Alabama Asset BuildingCoalition was a VITA Bank Bus event partner for a recent 2019 VITA event held inBirmingham; also, a Branch Bank Community Development Specialist serves on thecoalition's Board of Directors. Branch Bank associates have worked with a number ofthese organizations in a similar capacity, such as serving on the Board of Directors for theLouisville Asset Building Coalition and a Planning and Logistics Committee for theSoutheast Georgia Asset Coalition.

Branch Bank also supports a number of Bank On coalitions throughout itsfootprint. The programs are established by local governments liaising with bank,regulatory and nonprofit organization partners, to expand banking access for theunbanked and underbanked.

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At a local level, Branch Bank and its associates support many community-based

organizations which are mission-driven to assist the unbanked and underbanked

population achieve economic security. A few examples include:

In North Carolina, Branch Bank’s Director of CRA and Community Development

serves on the Advisory Board of Experiment in Self Reliance (“ESR”), an

organization that provides holistic support for economic self-reliance for working,

low-income persons. Branch Bank provided a $25,000 grant to ESR to assist in

underwriting costs for participants of ESR’s New Century Individual

Development Account (“IDA”) Wave 40, a savings program designed to help

persons build assets and financial capacity. Participants are assigned a Success

Coach that helps them navigate a comprehensive program of financial education

and tailor a schedule of matched savings.

In 2017, a BB&T associate served on the Access and Financial Education

Committees of the Austin Alliance for Economic Inclusion (“AEI”). AEI

members support the goal of promoting the widespread availability and use of

safe, affordable and sustainable financial products from insured depository

institutions that help people achieve financial stability and build wealth.

RAISE Texas works across multi-sectors, providing financial support, resources

and technical expertise throughout Texas to expand economic opportunity by

supporting local, state and federal asset-building policies. Branch Bank provided

a $20,000 organization grant to RAISE Texas, in part to support a children’s

savings account pilot program connecting savings accounts for college and

financial education. During 2017, the bank’s Community Development Specialist

served on the board of this statewide organization.

The CASH Campaign of Maryland (“CASH”) promotes economic advancement

for lower-income persons and families in Baltimore and across Maryland. CASH

accomplishes its mission through operating a portfolio of direct service programs,

building organizational and field capacity, and leading policy and advocacy

initiatives to strengthen family economic stability. Money Power Day® is a free

event dedicated to helping people boost their financial well-being. Branch Bank

employees were on hand at this event to discuss banking products and services.

At the Prince George’s County CASH Campaign 2018 Financial Fair, a Branch

Bank associate participated as a Spanish language instructor for the “Banking

Basics – Banking 101” workshop for persons attending the event.

SunTrust Bank

To assist in meeting the needs of the unbanked and underbanked, SunTrust Bank

offers a full range of loan and deposit products. Services include numerous affordable

home mortgage programs, government-sponsored loan programs for home mortgage and

small business borrowers, affordable deposit products for small businesses and nonprofit

organizations as well as low-cost deposit products for consumers. SunTrust Bank’s

At a local level, Branch Bank and its associates support many community-basedorganizations which are mission-driven to assist the unbanked and underbankedpopulation achieve economic security. A few examples include:

* In North Carolina, Branch Bank's Director of CRA and Community Developmentserves on the Advisory Board of Experiment in Self Reliance ("ESR"), anorganization that provides holistic support for economic self-reliance for working,low-income persons. Branch Bank provided a $25,000 grant to ESR to assist inunderwriting costs for participants of ESR's New Century IndividualDevelopment Account ("IDA") Wave 40, a savings program designed to helppersons build assets and financial capacity. Participants are assigned a SuccessCoach that helps them navigate a comprehensive program of financial educationand tailor a schedule of matched savings.

* In 2017, a BB&T associate served on the Access and Financial EducationCommittees of the Austin Alliance for Economic Inclusion ("AEI"). AEImembers support the goal of promoting the widespread availability and use ofsafe, affordable and sustainable financial products from insured depositoryinstitutions that help people achieve financial stability and build wealth.

* RAISE Texas works across multi-sectors, providing financial support, resourcesand technical expertise throughout Texas to expand economic opportunity bysupporting local, state and federal asset-building policies. Branch Bank provideda $20,000 organization grant to RAISE Texas, in part to support a children'ssavings account pilot program connecting savings accounts for college andfinancial education. During 2017, the bank's Community Development Specialistserved on the board of this statewide organization.

* The CASH Campaign of Maryland ("CASH") promotes economic advancementfor lower-income persons and families in Baltimore and across Maryland. CASHaccomplishes its mission through operating a portfolio of direct service programs,building organizational and field capacity, and leading policy and advocacyinitiatives to strengthen family economic stability. Money Power Day® is a freeevent dedicated to helping people boost their financial well-being. Branch Bankemployees were on hand at this event to discuss banking products and services.At the Prince George's County CASH Campaign 2018 Financial Fair, a BranchBank associate participated as a Spanish language instructor for the "BankingBasics - Banking 101" workshop for persons attending the event.

Sun Trust Bank

To assist in meeting the needs of the unbanked and underbanked, SunTrust Bankoffers a full range of loan and deposit products. Services include numerous affordablehome mortgage programs, government-sponsored loan programs for home mortgage andsmall business borrowers, affordable deposit products for small businesses and nonprofitorganizations as well as low-cost deposit products for consumers. SunTrust Bank's

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OnUp.com website provides free financial educational resources for consumers and small

businesses to assist with money management, planning and setting financial goals.

Since the OnUp Movement was launched in 2016, more than 4.7 million people have

taken an action toward financial confidence through SunTrust’s community and business

programs, tailored customer conversations, the onUp.com website, and teammate

financial wellness initiatives.

Additionally, SunTrust Bank and its team members provide support to nonprofits

and individuals aiming to promote asset building, financial confidence and improve long-

term economic stability.

SunTrust Bank actively participates in five Bank On programs in: Hampton

Roads and Roanoke Valley, Virginia; Memphis and Nashville, Tennessee; and Savannah,

Georgia. As noted, Bank On is a community-wide campaign to encourage underbanked

and unbanked individuals and families to open and maintain checking and savings

accounts at regulated financial institutions. SunTrust Bank team members utilize their

expertise and leadership to serve as Bank On committee members as well as provide

financial education and basic account management information to participants in order to

support Bank On’s goal of increasing increase access to financial services.

SunTrust Bank partners with a variety of community-based organizations

throughout its footprint to assist in VITA events. Team members conduct educational

and outreach efforts to inform participants about the benefits of using mainstream

financial services to assist in making informed financial decisions, build assets and

encourage banking relationships. From 2015 to the present, the SunTrust Bank team has

served 5,510 community service hours participating in VITA events in Florida, Georgia,

North Carolina, South Carolina, Tennessee and Virginia.

The SunTrust Bank team works closely with local community partners to support

individuals gaining access to banking services and build financial success through the

utilization of IDAs. IDA programs are established to encourage a pattern of regular

savings assisting LMI families in accumulating wealth, becoming self-sufficient and fully

entering the economic mainstream. In addition to offering fee-waived savings accounts,

SunTrust bankers provide financial and homebuyer education workshops, money

management classes and support to assist participants in accomplishing their financial

goals. Currently, SunTrust partners with 10 nonprofit organizations in providing IDA

accounts to 469 participants in Florida, Georgia, Tennessee and North Carolina.

At a local level, SunTrust Bank and its team members support many community-

based, mission driven organizations to assist the unbanked and underbanked population

achieve economic security. The following are a few examples:

In Hampton Roads, Virginia, SunTrust Bank’s Community Development

Manager serves on the Hampton Roads Bank On Committee. The program offers

10 monthly training workshops, encouraging participants to take the financial

challenge of increasing income, growing savings, reducing debt, building up their

OnUp.com website provides free financial educational resources for consumers and smallbusinesses to assist with money management, planning and setting financial goals.Since the OnUp Movement was launched in 2016, more than 4.7 million people havetaken an action toward financial confidence through SunTrust's community and businessprograms, tailored customer conversations, the onUp.com website, and teammatefinancial wellness initiatives.

Additionally, SunTrust Bank and its team members provide support to nonprofitsand individuals aiming to promote asset building, financial confidence and improve long-term economic stability.

SunTrust Bank actively participates in five Bank On programs in: HamptonRoads and Roanoke Valley, Virginia; Memphis and Nashville, Tennessee; and Savannah,Georgia. As noted, Bank On is a community-wide campaign to encourage underbankedand unbanked individuals and families to open and maintain checking and savingsaccounts at regulated financial institutions. SunTrust Bank team members utilize theirexpertise and leadership to serve as Bank On committee members as well as providefinancial education and basic account management information to participants in order tosupport Bank On's goal of increasing increase access to financial services.

SunTrust Bank partners with a variety of community-based organizationsthroughout its footprint to assist in VITA events. Team members conduct educationaland outreach efforts to inform participants about the benefits of using mainstreamfinancial services to assist in making informed financial decisions, build assets andencourage banking relationships. From 2015 to the present, the SunTrust Bank team hasserved 5,510 community service hours participating in VITA events in Florida, Georgia,North Carolina, South Carolina, Tennessee and Virginia.

The SunTrust Bank team works closely with local community partners to supportindividuals gaining access to banking services and build financial success through theutilization of IDAs. IDA programs are established to encourage a pattern of regularsavings assisting LMI families in accumulating wealth, becoming self-sufficient and fullyentering the economic mainstream. In addition to offering fee-waived savings accounts,SunTrust bankers provide financial and homebuyer education workshops, moneymanagement classes and support to assist participants in accomplishing their financialgoals. Currently, SunTrust partners with 10 nonprofit organizations in providing IDAaccounts to 469 participants in Florida, Georgia, Tennessee and North Carolina.

At a local level, SunTrust Bank and its team members support many community-based, mission driven organizations to assist the unbanked and underbanked populationachieve economic security. The following are a few examples:

* In Hampton Roads, Virginia, SunTrust Bank's Community DevelopmentManager serves on the Hampton Roads Bank On Committee. The program offers10 monthly training workshops, encouraging participants to take the financialchallenge of increasing income, growing savings, reducing debt, building up their

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credit score and protecting assets. Training is combined with individual coaching

sessions designed to build a financial plan centered on meeting participant’s goals

and dreams. In addition to teammates serving as coaches and financial education

instructors, SunTrust Bank has provided a total of $15,000 in funding to support

Hampton Road’s overarching Bank On program and services.

SunTrust bankers in Florida have provided a total of 4,542 community

development service hours in support of VITA Programs in Ft. Lauderdale, Punta

Gorda, Port Charlotte, Tampa, DeSoto and Orlando. Teammates, from various

lines of business, provide financial education and tax preparation in conjunction

with local United Way Organizations. United Way’s VITA programs offer free

income tax assistance to individuals and families with a household income of less

than $66,000 annually. Volunteers are IRS certified to ensure that participants

receive the largest refund for which they qualify.

The Georgia Department of Human Services (“DHS”) IDA helps current and

former foster youth, ages 14-21, make successful transition to adulthood. Youth

participants’ complete financial literacy training and make a deposit to establish

their IDA at a banking institution within the community. Over time, the youth’s

deposits are matched by a public-private partnership with Multi-Agency Alliance

for Children for a specific purchase of an asset or to achieve a goal. Matching

funds can be used for housing down payment, purchase of a car, micro-enterprise-

licensing and supplies, as well as investing in CDs or IRAs. Statewide, SunTrust

has provided 410 participants with fee-waived savings accounts in support of the

program. To date, SunTrust Bank holds approximately $108,000 in DHS IDA

deposits from program participants.

New Branch Bank and SunTrust Bank Branches

As noted in the Community Benefits Plan, Truist Bank plans to open at least 15

additional de novo branches in LMI and/or majority-minority census tracts during the

three-year period following the consummation of the Proposed Transaction. These

branches are in addition to those branches in LMI and majority-minority communities

that Branch Bank and SunTrust have opened in 2018 and 2019, or plan to open before

year-end.

The Application noted that Branch Bank and SunTrust have been opening de novo

branches in LMI and majority-minority communities in a number of communities they

serve. In 2018, Branch Bank opened a de novo branch in Houston, Texas, in a census

tract that is both an LMI and majority-minority census tract. Branch Bank opened a

second LMI, majority-minority branch in Houston during April 2019. Branch Bank will

open six additional de novo branches in LMI and /or majority-minority census tracts in

2019, including one in each of Miami and Tampa, Florida; one in each of Baltimore,

Hanover and Dundalk, Maryland (a suburb of Baltimore); and one in Denton (a suburb of

Dallas, Texas).

credit score and protecting assets. Training is combined with individual coachingsessions designed to build a financial plan centered on meeting participant's goalsand dreams. In addition to teammates serving as coaches and financial educationinstructors, SunTrust Bank has provided a total of $15,000 in funding to supportHampton Road's overarching Bank On program and services.

* SunTrust bankers in Florida have provided a total of 4,542 communitydevelopment service hours in support of VITA Programs in Ft. Lauderdale, PuntaGorda, Port Charlotte, Tampa, DeSoto and Orlando. Teammates, from variouslines of business, provide financial education and tax preparation in conjunctionwith local United Way Organizations. United Way's VITA programs offer freeincome tax assistance to individuals and families with a household income of lessthan $66,000 annually. Volunteers are IRS certified to ensure that participantsreceive the largest refund for which they qualify.

* The Georgia Department of Human Services ("DHS") IDA helps current andformer foster youth, ages 14-21, make successful transition to adulthood. Youthparticipants' complete financial literacy training and make a deposit to establishtheir IDA at a banking institution within the community. Over time, the youth'sdeposits are matched by a public-private partnership with Multi-Agency Alliancefor Children for a specific purchase of an asset or to achieve a goal. Matchingfunds can be used for housing down payment, purchase of a car, micro-enterprise-licensing and supplies, as well as investing in CDs or IRAs. Statewide, SunTrusthas provided 410 participants with fee-waived savings accounts in support of theprogram. To date, SunTrust Bank holds approximately $108,000 in DHS IDAdeposits from program participants.

New Branch Bank and Sun Trust Bank Branches

As noted in the Community Benefits Plan, Truist Bank plans to open at least 15additional de novo branches in LMI and/or majority-minority census tracts during thethree-year period following the consummation of the Proposed Transaction. Thesebranches are in addition to those branches in LMI and majority-minority communitiesthat Branch Bank and SunTrust have opened in 2018 and 2019, or plan to open beforeyear-end.

The Application noted that Branch Bank and SunTrust have been opening de novobranches in LMI and majority-minority communities in a number of communities theyserve. In 2018, Branch Bank opened a de novo branch in Houston, Texas, in a censustract that is both an LMI and majority-minority census tract. Branch Bank opened asecond LMI, majority-minority branch in Houston during April 2019. Branch Bank willopen six additional de novo branches in LMI and /or majority-minority census tracts in2019, including one in each of Miami and Tampa, Florida; one in each of Baltimore,Hanover and Dundalk, Maryland (a suburb of Baltimore); and one in Denton (a suburb ofDallas, Texas).

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In 2018, SunTrust Bank opened 10 branches in LMI and/or majority-minority

census tracts, including four de novo branches (two in Georgia, one in Florida and one in

Baltimore, Maryland) and six relocation branches in Florida, Tennessee and Virginia. In

2019, SunTrust Bank opened two additional de novo branches in LMI and/or majority-

minority census tracts, including one each in Sebring and Sunrise, Florida, and will open

two additional de novo branches in LMI and/or majority-minority census tracts, including

one in Ashburn, Virginia and one in Miami Beach,, Florida. Relocation of three LMI

and/or majority-minority branches that will remain in LMI census tracts have occurred in

the state of Florida (Miami, Tallahassee, and Winter Haven), and four similar relocations

will occur in the states of North Carolina (Asheville), Florida (Orlando, Sebring), and

Virginia (Alexandria).

d. Commenters allege that the merger would create a new, large, financial

institution that would lack the kind of robust risk management practices and

policies that its competitors have adopted, putting millions of Americans at

risk.

In the Application and submissions to the Federal Reserve responding to

additional information requests or commenters’ concerns and this current submission, we

have provided extensive information on the robust risk management programs that

currently are in place at each of BB&T and SunTrust and those that will be implemented

at Truist Financial, including information on the strong risk management leadership and

governance measures.

The risk organization planning is further developed since the last responsive

submission to the Federal Reserve. We herein reiterate and supplement the information

we have previously provided.

The risk management organization of Truist Financial will report to the Chief

Risk Officer (the “CRO”) and Deputy Chief Risk Officer (the “Deputy CRO”). Part of

the executive management commitment to maintaining a strong risk management

organization is utilizing the CROs from both BB&T and SunTrust in the combined

company. As noted, the BB&T CRO, Clarke Starnes, will lead the new risk management

organization of the combined company as its CRO and the SunTrust CRO, Ellen Koebler,

will be the Deputy CRO. This results in a strong executive leadership team for the

combined company’s risk management organization. The CRO will report

administratively to the Chief Executive Officer and will have direct reporting to the Risk

Committee of the combined company’s board of directors, consistent with the Federal

Reserve’s enhanced prudential standards set forth in its Regulation YY.5

Management has utilized an external consultant to provide external, large bank

perspectives on the design of the risk organization. The consultant provided management

insight into design alternatives and this information was utilized to design an appropriate

risk organization structure for the size and complexity of the Truist Financial

organization. The review also included careful selection of the leadership for the risk

5 12 CFR 252.33(b)(3)(ii).

In 2018, SunTrust Bank opened 10 branches in LMI and/or majority-minoritycensus tracts, including four de novo branches (two in Georgia, one in Florida and one inBaltimore, Maryland) and six relocation branches in Florida, Tennessee and Virginia. In2019, SunTrust Bank opened two additional de novo branches in LMI and/or majority-minority census tracts, including one each in Sebring and Sunrise, Florida, and will opentwo additional de novo branches in LMI and/or majority-minority census tracts, includingone in Ashburn, Virginia and one in Miami Beach,, Florida. Relocation of three LMIand/or majority-minority branches that will remain in LMI census tracts have occurred inthe state of Florida (Miami, Tallahassee, and Winter Haven), and four similar relocationswill occur in the states of North Carolina (Asheville), Florida (Orlando, Sebring), andVirginia (Alexandria).

d. Commenters allege that the merger would create a new, large, financialinstitution that would lack the kind of robust risk management practices andpolicies that its competitors have adopted, putting millions of Americans atrisk.

In the Application and submissions to the Federal Reserve responding toadditional information requests or commenters' concerns and this current submission, wehave provided extensive information on the robust risk management programs thatcurrently are in place at each of BB&T and SunTrust and those that will be implementedat Truist Financial, including information on the strong risk management leadership andgovernance measures.

The risk organization planning is further developed since the last responsivesubmission to the Federal Reserve. We herein reiterate and supplement the informationwe have previously provided.

The risk management organization of Truist Financial will report to the ChiefRisk Officer (the "CRO") and Deputy Chief Risk Officer (the "Deputy CRO"). Part ofthe executive management commitment to maintaining a strong risk managementorganization is utilizing the CROs from both BB&T and SunTrust in the combinedcompany. As noted, the BB&T CRO, Clarke Starnes, will lead the new risk managementorganization of the combined company as its CRO and the SunTrust CRO, Ellen Koebler,will be the Deputy CRO. This results in a strong executive leadership team for thecombined company's risk management organization. The CRO will reportadministratively to the Chief Executive Officer and will have direct reporting to the RiskCommittee of the combined company's board of directors, consistent with the FederalReserve's enhanced prudential standards set forth in its Regulation YY. 5

Management has utilized an external consultant to provide external, large bankperspectives on the design of the risk organization. The consultant provided managementinsight into design alternatives and this information was utilized to design an appropriaterisk organization structure for the size and complexity of the Truist Financialorganization. The review also included careful selection of the leadership for the risk

2CFR 252.33(b)(3)(ii).

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function to ensure that leaders with the appropriate experience and qualifications were

selected to lead each risk function. There is substantial large bank experience in the

leadership team for the risk organization. The July 16 R-M Submission provides

additional information on the background and experience of each of the risk management

organization’s leaders. Please also see the response to Item 4 above and Confidential

Exhibit C for more information on the risk management organization and senior

leadership.

In providing the designated risk functions with direct reporting to the CRO and

Deputy CRO, the blueprint for the combined company’s risk organization is designed to

ensure that these risk functions have appropriate stature in the organization to provide

effective independent challenge and risk oversight. At the forefront of BB&T’s and

SunTrust’s decision-making is the desire to build a comprehensive, highly integrated risk

management organization that provides effective risk management which will allow

Truist Financial to take advantage of strategic opportunities while consistently meeting

the regulatory requirements and supervisory expectations of a large banking organization

and operating within the risk appetite parameters approved by the Board of Directors.

Key tenets of Truist Financial’s risk management framework will be:

Strong risk management in the revenue-generating business units and corporate

support functions. For each business unit and corporate support function,

Business Unit Risk Managers will lead teams in core areas of risk and controls,

effectiveness testing, monitoring, reporting, training and implementation where

applicable and ensure that business units operate within enterprise risk policies

and procedures.

Business Unit Chief Risk Officers (“BU CROs”) aligned with the risk functions in

the combined company’s risk management organization to engage across the full

spectrum of risks. BU CROs will provide appropriate independent oversight,

challenge and governance of risk-taking activities while supporting achievement

of business strategies.

Comprehensive enterprise risk management programs led by highly skilled risk

program experts. Risk Program Owners will be responsible for developing risk

program policies and frameworks to be executed within established risk appetite

and limits, provide oversight of program execution and authorize credit approvals.

The organization of risk oversight for Truist Financial will build upon the strong

foundations in place at both legacy organizations. The risk governance framework

utilizes an industry standard, three-lines-of-defense structure. Truist Financial will

enhance the structure to include business unit risk managers in the first line of defense for

lines of business and critical support functions, a risk oversight officer in the second line

of defense dedicated to providing critical challenge and independent oversight to

designated business units and critical support functions, and risk programs in the second

line of defense, which provides comprehensive coverage of risks. This risk organization

function to ensure that leaders with the appropriate experience and qualifications wereselected to lead each risk function. There is substantial large bank experience in theleadership team for the risk organization. The July 16 R-M Submission providesadditional information on the background and experience of each of the risk managementorganization's leaders. Please also see the response to Item 4 above and ConfidentialExhibit C for more information on the risk management organization and seniorleadership.

In providing the designated risk functions with direct reporting to the CRO andDeputy CRO, the blueprint for the combined company's risk organization is designed toensure that these risk functions have appropriate stature in the organization to provideeffective independent challenge and risk oversight. At the forefront of BB&T's andSunTrust's decision-making is the desire to build a comprehensive, highly integrated riskmanagement organization that provides effective risk management which will allowTruist Financial to take advantage of strategic opportunities while consistently meetingthe regulatory requirements and supervisory expectations of a large banking organizationand operating within the risk appetite parameters approved by the Board of Directors.Key tenets of Truist Financial's risk management framework will be:

* Strong risk management in the revenue-generating business units and corporatesupport functions. For each business unit and corporate support function,Business Unit Risk Managers will lead teams in core areas of risk and controls,effectiveness testing, monitoring, reporting, training and implementation whereapplicable and ensure that business units operate within enterprise risk policiesand procedures.

* Business Unit Chief Risk Officers ("BU CROs") aligned with the risk functions inthe combined company's risk management organization to engage across the fullspectrum of risks. BU CROs will provide appropriate independent oversight,challenge and governance of risk-taking activities while supporting achievementof business strategies.

* Comprehensive enterprise risk management programs led by highly skilled riskprogram experts. Risk Program Owners will be responsible for developing riskprogram policies and frameworks to be executed within established risk appetiteand limits, provide oversight of program execution and authorize credit approvals.

The organization of risk oversight for Truist Financial will build upon the strongfoundations in place at both legacy organizations. The risk governance frameworkutilizes an industry standard, three-lines-of-defense structure. Truist Financial willenhance the structure to include business unit risk managers in the first line of defense forlines of business and critical support functions, a risk oversight officer in the second lineof defense dedicated to providing critical challenge and independent oversight todesignated business units and critical support functions, and risk programs in the secondline of defense, which provides comprehensive coverage of risks. This risk organization

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structure is common to large banks, and reflects adjustments made to the framework to

provide appropriate risk coverage for the pro forma organizational size.

Management will establish a strong risk culture for Truist Financial that builds on

the risk cultures of BB&T and SunTrust. Culture is established with a tone from the top

where the Board of Directors and Executive Management lead by example and establish

a strong risk management framework. Individual accountability of every individual at

Truist will ensure they understand and manage the risks in their daily decision-making.

The three-lines-of-defense structure establishes appropriate separation of duties and

establishes mechanisms for effective challenge to provide an effective risk framework

and control environment. The incentives and compensation structure for Truist Financial

will be designed to reinforce the risk culture and risk framework. The following

illustration shows the integral elements of the risk framework and the role of risk culture.

Truist Financial will utilize a risk governance framework which is designed to

ensure the independence of the risk function and accountability to Executive

Management and the Board of Directors for the management of risk. The risk framework

will be overseen by Executive Management and the Board of Directors, as illustrated

below.

RISK

CULTURE

TONE FROM

THE TOP

INDIVIDUAL

ACCOUNTABILITY

EFFECTIVE

CHALLENGE

INCENTIVES &

COMPENSATION

PURPOSE

structure is common to large banks, and reflects adjustments made to the framework toprovide appropriate risk coverage for the pro forma organizational size.

Management will establish a strong risk culture for Truist Financial that builds onthe risk cultures of BB&T and SunTrust. Culture is established with a tone from the topwhere the Board of Directors and Executive Management lead by example and establisha strong risk management framework. Individual accountability of every individual atTruist will ensure they understand and manage the risks in their daily decision-making.The three-lines-of-defense structure establishes appropriate separation of duties andestablishes mechanisms for effective challenge to provide an effective risk frameworkand control environment. The incentives and compensation structure for Truist Financialwill be designed to reinforce the risk culture and risk framework. The followingillustration shows the integral elements of the risk framework and the role of risk culture.

Truist Financial will utilize a risk governance framework which is designed toensure the independence of the risk function and accountability to ExecutiveManagement and the Board of Directors for the management of risk. The risk frameworkwill be overseen by Executive Management and the Board of Directors, as illustratedbelow.

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Board

Board Risk Committee

Executive Management / Enterprise Risk Committees

Business Unit / Corp Function Risk

Committees Risk Program Committees

Business Unit Leadership

Owns Risks & Controls Executes business strategy & maintains an

internal control environment consistent with

the firm’s established risk appetite

Business Unit Risk Management

Executes Risk Framework Requirements Facilitates the execution of key risk

framework components

Business Unit Chief Risk Officers

Provides Independent Advice and Challenge

Delivers advice / challenge on strategy

execution & alignment of risk appetite

Credit Review

Provides independent credit risk assurance

Credit review is directly accountable to the

board risk committee and provides assurance

on credit decisions and practices (credit risk

management)

Risk Program Owners

Establishes Policies, Limits, Approvals, and

Provides Challenge & Oversight

Develops program policies & frameworks to

be executed within risk appetite and limits;

provides oversight of program execution and

authorizes approvals

Ris

k G

ov

ern

an

ce

Ris

k F

ram

ewo

rk

First Line of Defense Second Line of Defense

Internal Audit

Independent Assessment of Control Effectiveness

Independently evaluates the effectiveness of risk management, control, & governance

processes; accountable to the Board Audit Committee

Third Line of Defense

B oard R isk Committee

Executive Management /Enterprise Risk Committees

Business Unit / Corp Function Risk .ikPormCmiteComnittees

Business Unit Chief Risk OfficersProvides Independent Advice and Challenge

Business Unit Leadership Delivers advice / challenge on strategyOwns Risks & Controls execution & aligrment of risk appetite

Executes business strategy & maintains aninternal control environment consistent with Risk Program Owners

the firm's established risk appetite Establishes Policies, Limits, Approvals, and

Provides Challenge & Oversight___j Develops program policies & frameworks to

be executed within risk appetite and limits;provides oversight of program execution and

authorizes approvals

Business Unit Risk ManaOementExecutes Risk Framework Requirements Credit Review

Facilitates the execution of key risk Provides independent credit risk assurance

framework components Credit review is directly accountable to theboard risk committee and provides assuranceon credit decisions and practices (credit risk

management)

First Line of Defense Second Line of Defense

ICredit Revie

IndeProvidesAindependentfcreditoliskPassurance

procreitreiesiedretl accountable to theBorAuiCmite

FirstLineof DeenseSecod Line of Defense

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e. Commenters allege that BB&T has not successfully integrated past

acquisitions, including the acquisitions of Susquehanna Bank and National

Penn Bank. In particular, commenters allege that BB&T does not take steps

to integrate new employees with the firm’s policies and procedures.

BB&T has a record of successful integrations from acquisitions, with regard to

both the economics and assimilation of diverse teams of employees into a cohesive, new

enterprise. BB&T has completed over 60 mergers with banks and thrifts over the past 40

years. BB&T utilizes a comprehensive process for management of merger integrations

and conversions. Detailed project planning is performed with every merger.

Workstreams are established that cover every business unit. The impact on the customer

is a top consideration throughout the integration. There are specific planning steps

addressing the potential impacts to customers, and the inherent risks in the integration

activities.

BB&T’s merger process includes comprehensive planning and strong governance

by Executive Management to ensure an effective process. BB&T utilizes a lessons-

learned process that covers all aspects of the merger process and leads to improvements

in the integration process. This process helps to ensure that the merger processes evolve

and improve to reflect changing technologies, risks and expectations by customers and

other stakeholders.

Training is a specific focus in each workstream. Because the merger of equals

(“MOE”) structure of the Proposed Transaction will involve selecting processes from

each of BB&T and SunTrust, training will be provided to all employees on the policies

and procedures used before, during and after the integration. There will be close

monitoring of the progress of the workstreams, risks and issues that arise during the

planning and execution of the integration and specific mitigation plans are being

developed and utilized to manage the risks and impact to customers.

There is comprehensive tracking of issues during integrations. Lessons learned

during and after the integration are documented and acted upon for each merger

integration. Subsequent integrations benefit from the lessons learned and the remediation

steps which have been implemented. BB&T documented lessons learned from the

Susquehanna and National Penn integrations and these lessons learned are incorporated

into the planning for the MOE between BB&T and SunTrust. There were specific

lessons learned on customer care and communication with customers which have been

incorporated into the MOE integration planning. Please see the Confidential Exhibit B

for additional information on the lessons learned.

Customer complaints are tracked and promptly responded to during and after

merger integration. Complaints are monitored by compliance and business units to

ensure appropriate, timely responses to customers. Protocols are established for

responding to customer complaints and trends are monitored to respond to emerging

customer impacts.

e. Commenters allege that BB&T has not successfully integrated pastacquisitions, including the acquisitions of Susquehanna Bank and NationalPenn Bank. In particular, commenters allege that BB&T does not take stepsto integrate new employees with the firm's policies and procedures.

BB&T has a record of successful integrations from acquisitions, with regard toboth the economics and assimilation of diverse teams of employees into a cohesive, newenterprise. BB&T has completed over 60 mergers with banks and thrifts over the past 40years. BB&T utilizes a comprehensive process for management of merger integrationsand conversions. Detailed project planning is performed with every merger.Workstreams are established that cover every business unit. The impact on the customeris a top consideration throughout the integration. There are specific planning stepsaddressing the potential impacts to customers, and the inherent risks in the integrationactivities.

BB&T's merger process includes comprehensive planning and strong governanceby Executive Management to ensure an effective process. BB&T utilizes a lessons-learned process that covers all aspects of the merger process and leads to improvementsin the integration process. This process helps to ensure that the merger processes evolveand improve to reflect changing technologies, risks and expectations by customers andother stakeholders.

Training is a specific focus in each workstream. Because the merger of equals("MOE") structure of the Proposed Transaction will involve selecting processes fromeach of BB&T and SunTrust, training will be provided to all employees on the policiesand procedures used before, during and after the integration. There will be closemonitoring of the progress of the workstreams, risks and issues that arise during theplanning and execution of the integration and specific mitigation plans are beingdeveloped and utilized to manage the risks and impact to customers.

There is comprehensive tracking of issues during integrations. Lessons learnedduring and after the integration are documented and acted upon for each mergerintegration. Subsequent integrations benefit from the lessons learned and the remediationsteps which have been implemented. BB&T documented lessons learned from theSusquehanna and National Penn integrations and these lessons learned are incorporatedinto the planning for the MOE between BB&T and SunTrust. There were specificlessons learned on customer care and communication with customers which have beenincorporated into the MOE integration planning. Please see the Confidential Exhibit Bfor additional information on the lessons learned.

Customer complaints are tracked and promptly responded to during and aftermerger integration. Complaints are monitored by compliance and business units toensure appropriate, timely responses to customers. Protocols are established forresponding to customer complaints and trends are monitored to respond to emergingcustomer impacts.

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Examples of changes in integration activities and customer response which have

been incorporated include: the use of special conversion menu options for call centers to

direct customers to the appropriate representative efficiently and actions to ensure that

legacy websites are redirected appropriately. Other activities which that part of the MOE

integration planning includes training for all customer-facing employees and back-office

employees on the policies and processes and updated materials in branches to provide to

customers. There will also be clear and transparent communication to customers through

online systems and mailings of information regarding the changes impacting customers.

Specifically addressing the question of integration of employees, BB&T and

SunTrust have a formal business readiness phase in the integration workstreams. This

involves a comprehensive assessment of all aspects of the planning and preparations for

integration and conversion. Effective training of employees on policies and procedures is

a key element of the readiness assessment. Each workstream will evaluate the policies

and procedures in the planning phase. Appropriate updates and enhancements to policies

and procedures are being developed prior to integration.

In all BB&T merger integrations, there are initial and continual training events

held with the new employees of the acquired institution to ensure they have a good

understanding of policies and procedures. As stated above, all employees of Truist

Financial will undergo robust training with respect to policies and procedures that will be

used before, during and after the integration.

There are a variety of training approaches utilized by BB&T to educate new

employees on policies and procedures. These approaches range from classroom training

at BB&T University, to online training courses, to local departmental training on policies

and procedures. BB&T also has centrally managed processes for disseminating policies

and standards to employees to ensure that information is easily available and up-to-date

for all employees.

BB&T and SunTrust are committed to ensuring that the merger will be beneficial

to customers and increase the quality and breadth of services available to them. Truist

Financial will strive to make the merger integration the best experience possible for

customers and to minimize the disruption to customers. Truist Financial will prepare for

the integration thoroughly and train all customer-facing employees and back-office

employees on the policies and procedures for the company and closely monitor customer

feedback to take prompt corrective action, as needed. Please see Confidential Exhibit B

for additional information on the integration planning for the Proposed Transaction.

f. A commenter generally asserts that BB&T has denied African American

individuals and African American-owned businesses equal access to capital

and credit by heavily concentrating its outreach and banking activities in

predominantly white neighborhoods, and to white individuals and white-

owned businesses in Houston and Dallas. In particular, the commenter

alleges that BB&T:

Examples of changes in integration activities and customer response which havebeen incorporated include: the use of special conversion menu options for call centers todirect customers to the appropriate representative efficiently and actions to ensure thatlegacy websites are redirected appropriately. Other activities which that part of the MOEintegration planning includes training for all customer-facing employees and back-officeemployees on the policies and processes and updated materials in branches to provide tocustomers. There will also be clear and transparent communication to customers throughonline systems and mailings of information regarding the changes impacting customers.

Specifically addressing the question of integration of employees, BB&T andSunTrust have a formal business readiness phase in the integration workstreams. Thisinvolves a comprehensive assessment of all aspects of the planning and preparations forintegration and conversion. Effective training of employees on policies and procedures isa key element of the readiness assessment. Each workstream will evaluate the policiesand procedures in the planning phase. Appropriate updates and enhancements to policiesand procedures are being developed prior to integration.

In all BB&T merger integrations, there are initial and continual training eventsheld with the new employees of the acquired institution to ensure they have a goodunderstanding of policies and procedures. As stated above, all employees of TruistFinancial will undergo robust training with respect to policies and procedures that will beused before, during and after the integration.

There are a variety of training approaches utilized by BB&T to educate newemployees on policies and procedures. These approaches range from classroom trainingat BB&T University, to online training courses, to local departmental training on policiesand procedures. BB&T also has centrally managed processes for disseminating policiesand standards to employees to ensure that information is easily available and up-to-datefor all employees.

BB&T and SunTrust are committed to ensuring that the merger will be beneficialto customers and increase the quality and breadth of services available to them. TruistFinancial will strive to make the merger integration the best experience possible forcustomers and to minimize the disruption to customers. Truist Financial will prepare forthe integration thoroughly and train all customer-facing employees and back-officeemployees on the policies and procedures for the company and closely monitor customerfeedback to take prompt corrective action, as needed. Please see Confidential Exhibit Bfor additional information on the integration planning for the Proposed Transaction.

f. A commenter generally asserts that BB&T has denied African Americanindividuals and African American-owned businesses equal access to capitaland credit by heavily concentrating its outreach and banking activities inpredominantly white neighborhoods, and to white individuals and white-owned businesses in Houston and Dallas. In particular, the commenteralleges that BB&T:

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i. Originates the vast majority of its loans in white neighborhoods;

ii. Does not provide home improvement loans to African Americans;

iii. Does not provide commercial and construction loans to African

Americans;

iv. Does not provide bridge loans to African Americans;

v. Does not provide working capital loans to African Americans;

vi. Does not make credit overrides and exemptions to credit underwriting

policies and factoring available to African Americans or to African

American-owned small businesses; and

vii. Engages in redlining and reverse redlining in Houston and Dallas.

BB&T addressed the allegations of prohibited discrimination against minorities in

the Houston and Dallas, Texas MSAs, which a commenter made without any

substantiation, in (i) BB&T’s submission to the Federal Reserve and the FDIC, dated

April 23, 2019, addressing various concerns of commenters, and (ii) its submission to the

FDIC, dated June 10, 2019, a copy of which was submitted to the Federal Reserve. To

avoid any doubt, BB&T disagrees with each of the commenters’ allegations of prohibited

discrimination. Below is a: (1) summary of BB&T’s strong Fair and Responsible

Banking Compliance Program that help ensure its compliance with fair lending and other

consumer compliance laws and regulations; and (2) a summary of the various actions

BB&T has taken to increase its lending and banking services to minorities and in

majority-minority census tracts in the Houston and Dallas MSAs.

CRA and Fair Lending Programs

As discussed in previous submissions, Branch Bank maintains a robust and

comprehensive Fair and Responsible Banking Compliance program to ensure access to

credit and financial products for all the communities it serves, including majority-

minority communities. In addition, Branch Bank performs regular and ongoing redlining

analysis of its markets for any potential distribution issues related to the mortgage and

small business applications it receives and compares its data to market demographics and

those applications received by peer lenders in the same market.

Branch Bank also regularly analyzes its bank branch locations to ensure access to

banking and credit services for all segments of the communities it serves. This analysis

considers the impact of branch closings, openings, consolidations and service changes to

ensure access to credit and financial products for all of its communities, including

majority-minority communities. As noted in the Application, Branch Bank opened a de

novo branch in a LMI and majority-minority census tract in Houston in 2018, and opened

another branch in a LMI and majority-minority in Houston during April 2019. Branch

Bank plans to open a de novo branch in a low-income and majority-minority census tract

in Denton, a suburb of Dallas, in the fourth quarter of 2019.

i. Originates the vast majority of its loans in white neighborhoods;

ii. Does not provide home improvement loans to African Americans;

iii. Does not provide commercial and construction loans to AfricanAmericans;

iv. Does not provide bridge loans to African Americans;

v. Does not provide working capital loans to African Americans;

vi. Does not make credit overrides and exemptions to credit underwritingpolicies and factoring available to African Americans or to AfricanAmerican-owned small businesses; and

vii. Engages in redlining and reverse redlining in Houston and Dallas.

BB&T addressed the allegations of prohibited discrimination against minorities inthe Houston and Dallas, Texas MSAs, which a commenter made without anysubstantiation, in (i) BB&T's submission to the Federal Reserve and the FDIC, datedApril 23, 2019, addressing various concerns of commenters, and (ii) its submission to theFDIC, dated June 10, 2019, a copy of which was submitted to the Federal Reserve. Toavoid any doubt, BB&T disagrees with each of the commenters' allegations of prohibiteddiscrimination. Below is a: (1) summary of BB&T's strong Fair and ResponsibleBanking Compliance Program that help ensure its compliance with fair lending and otherconsumer compliance laws and regulations; and (2) a summary of the various actionsBB&T has taken to increase its lending and banking services to minorities and inmajority-minority census tracts in the Houston and Dallas MSAs.

CRA and Fair Lending Programs

As discussed in previous submissions, Branch Bank maintains a robust andcomprehensive Fair and Responsible Banking Compliance program to ensure access tocredit and financial products for all the communities it serves, including majority-minority communities. In addition, Branch Bank performs regular and ongoing redlininganalysis of its markets for any potential distribution issues related to the mortgage andsmall business applications it receives and compares its data to market demographics andthose applications received by peer lenders in the same market.

Branch Bank also regularly analyzes its bank branch locations to ensure access tobanking and credit services for all segments of the communities it serves. This analysisconsiders the impact of branch closings, openings, consolidations and service changes toensure access to credit and financial products for all of its communities, includingmajority-minority communities. As noted in the Application, Branch Bank opened a denovo branch in a LMI and majority-minority census tract in Houston in 2018, and openedanother branch in a LMI and majority-minority in Houston during April 2019. BranchBank plans to open a de novo branch in a low-income and majority-minority census tractin Denton, a suburb of Dallas, in the fourth quarter of 2019.

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Branch Bank’s Fair and Responsible Banking Compliance Group analyzes its

reportable lending under the HMDA to monitor the bank’s lending performance in

majority-minority census tracts. Based on this analysis and in consultation with

applicable business units, Branch Bank takes steps, including but not limited to marketing

and outreach initiatives, to increase lending to minority individuals or in minority

communities, where warranted. Non-HMDA lines of business are also reviewed based

on Bayesian Improved Surname Geocoding proxy and other data analysis methodologies

on an ongoing scheduled basis throughout the year. Additional periodic analysis of

indirect automobile portfolio purchases is completed to identify and remove potential

pricing outliers from a fair lending standpoint.

Branch Bank’s Fair and Responsible Banking Compliance Group performs a wide

range of analysis, monitoring and consultation to specifically ensure open access to the

bank’s products and services and identify any instance of statistical pricing or decision

disparity between racial, ethnic, gender and age groups to ensure that such decisions are

made without regard for any applicant’s demographic information which is prohibited by

long-standing fair lending law. Such consultation and analysis uses applicant financial

and credit information, not publicly available, to confirm the accuracy of lending and

pricing decisions.

Branch Bank analyzes its reportable lending under HMDA to monitor the bank’s

lending performance in majority-minority census tracts. Branch Bank also takes steps,

including but not limited to marketing and outreach initiatives, to increase its home

mortgage, small business and community development lending and other banking and

community development activity to minority individuals or in minority communities,

where warranted.

Please see Exhibit 20 of the Application for an additional overview of Branch

Bank’s current Fair Lending Compliance Program.

Initiatives to Increase Lending and Banking Services to Majority-Minority and

LMI Communities and Their Impact on Houston and Dallas

The initiatives Branch Bank has undertaken to increase its mortgage and small

business lending in majority-minority and LMI communities include, among others:

Created the role of Community Business Development Officer (“CBDO”) to

identify, solicit, develop and expand minority-owned small business relationships

in assigned majority-minority census tract markets under the Consultative

Relationship Management process. CBDOs offer a full range of loan, deposit and

non-interest income services to existing and prospective small business

customers. Currently, Branch Bank has CBDO positions assigned to the Atlanta,

Baltimore, Dallas and Houston markets. Additionally, members of the bank’s

multicultural banking officer staff support minority small business customers

across Branch Bank’s footprint.

Branch Bank's Fair and Responsible Banking Compliance Group analyzes itsreportable lending under the HMDA to monitor the bank's lending performance inmajority-minority census tracts. Based on this analysis and in consultation withapplicable business units, Branch Bank takes steps, including but not limited to marketingand outreach initiatives, to increase lending to minority individuals or in minoritycommunities, where warranted. Non-HMDA lines of business are also reviewed basedon Bayesian Improved Surname Geocoding proxy and other data analysis methodologieson an ongoing scheduled basis throughout the year. Additional periodic analysis ofindirect automobile portfolio purchases is completed to identify and remove potentialpricing outliers from a fair lending standpoint.

Branch Bank's Fair and Responsible Banking Compliance Group performs a widerange of analysis, monitoring and consultation to specifically ensure open access to thebank's products and services and identify any instance of statistical pricing or decisiondisparity between racial, ethnic, gender and age groups to ensure that such decisions aremade without regard for any applicant's demographic information which is prohibited bylong-standing fair lending law. Such consultation and analysis uses applicant financialand credit information, not publicly available, to confirm the accuracy of lending andpricing decisions.

Branch Bank analyzes its reportable lending under HMDA to monitor the bank'slending performance in majority-minority census tracts. Branch Bank also takes steps,including but not limited to marketing and outreach initiatives, to increase its homemortgage, small business and community development lending and other banking andcommunity development activity to minority individuals or in minority communities,where warranted.

Please see Exhibit 20 of the Application for an additional overview of BranchBank's current Fair Lending Compliance Program.

Initiatives to Increase Lending and Banking Services to Majority-Minority andLMI Communities and Their Impact on Houston and Dallas

The initiatives Branch Bank has undertaken to increase its mortgage and smallbusiness lending in majority-minority and LMI communities include, among others:

* Created the role of Community Business Development Officer ("CBDO") toidentify, solicit, develop and expand minority-owned small business relationshipsin assigned majority-minority census tract markets under the ConsultativeRelationship Management process. CBDOs offer a full range of loan, deposit andnon-interest income services to existing and prospective small businesscustomers. Currently, Branch Bank has CBDO positions assigned to the Atlanta,Baltimore, Dallas and Houston markets. Additionally, members of the bank'smulticultural banking officer staff support minority small business customersacross Branch Bank's footprint.

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Conducted over 5,000 individual community outreach activities in markets where

Branch Bank identified a need for enhanced lending to minority individuals or in

minority communities since 2015.

o Branch Bank Mortgage Loan Officers and Community Mortgage

Specialists affirmatively provided these outreach activities to groups

involved in homebuyer education, financial literacy, community and

economic stabilization, as well as for other organizations addressing

affordable housing in various majority-minority markets. For specific

examples in Houston and Dallas, please see the discussion below.

CBDOs, Mortgage Loan Officers and Community Mortgage Specialists

established ongoing partnerships with minority real estate groups, including

national associations, and Operation HOPE to assist in enhancing the bank’s

mortgage lending to minority individuals and communities.

Since 2015, Branch Bank has invested $4.2 million in marketing campaigns

designed to enhance minority lending in several markets across its geographic

footprint. Within the Dallas and Houston markets, Branch Bank has invested

$1 million in marketing campaigns focused solely on enhancing mortgage

applications from minority borrowers and minority-owned small businesses.

Analyzed the bank’s market-level lending performance to support and proactively

communicate minority-related lending needs to Branch Bank’s mortgage

operations management.

These outreach efforts and other activities are resulting in significantly increased

mortgage lending to minorities in Houston and Dallas. Comparing home mortgage

lending data in 2018 to data in 2017 in Houston, Branch Bank increased the number of

applications from African Americans in Houston, nearly doubled such applications from

Hispanic borrowers, and more than doubled loan originations to Hispanics. In 2018 in

Dallas, Branch Bank more than doubled home mortgage loan applications from, and

significantly increased home mortgage loan originations to, African American

individuals, and significantly increased such applications from, and loan originations to,

Hispanics, when compared to 2017 data. In addition, Branch Bank’s small business

lending in Houston and Dallas during 2017 and 2018 totaled $292.6 million, including

approximately $97 million to businesses in LMI census tracts, which in many cases

benefited minority communities in those cities.

Branch Bank’s community development lending and its qualified investment and

grant activity have also benefited minority residents and communities in Houston and

Dallas. During 2017 and 2018 in Houston and Dallas, Branch Bank’s community

development loans totaled $110.7 million and its qualified investments and grants totaled

approximately $45 million. The majority of such loans, investments and grants supported

economic development and community services in underserved communities and

affordable housing opportunities.

* Conducted over 5,000 individual community outreach activities in markets whereBranch Bank identified a need for enhanced lending to minority individuals or inminority communities since 2015.

o Branch Bank Mortgage Loan Officers and Community MortgageSpecialists affirmatively provided these outreach activities to groupsinvolved in homebuyer education, financial literacy, community andeconomic stabilization, as well as for other organizations addressingaffordable housing in various majority-minority markets. For specificexamples in Houston and Dallas, please see the discussion below.

* CBDOs, Mortgage Loan Officers and Community Mortgage Specialistsestablished ongoing partnerships with minority real estate groups, includingnational associations, and Operation HOPE to assist in enhancing the bank'smortgage lending to minority individuals and communities.

* Since 2015, Branch Bank has invested $4.2 million in marketing campaignsdesigned to enhance minority lending in several markets across its geographicfootprint. Within the Dallas and Houston markets, Branch Bank has invested$1 million in marketing campaigns focused solely on enhancing mortgageapplications from minority borrowers and minority-owned small businesses.

* Analyzed the bank's market-level lending performance to support and proactivelycommunicate minority-related lending needs to Branch Bank's mortgageoperations management.

These outreach efforts and other activities are resulting in significantly increasedmortgage lending to minorities in Houston and Dallas. Comparing home mortgagelending data in 2018 to data in 2017 in Houston, Branch Bank increased the number ofapplications from African Americans in Houston, nearly doubled such applications fromHispanic borrowers, and more than doubled loan originations to Hispanics. In 2018 inDallas, Branch Bank more than doubled home mortgage loan applications from, andsignificantly increased home mortgage loan originations to, African Americanindividuals, and significantly increased such applications from, and loan originations to,Hispanics, when compared to 2017 data. In addition, Branch Bank's small businesslending in Houston and Dallas during 2017 and 2018 totaled $292.6 million, includingapproximately $97 million to businesses in LMI census tracts, which in many casesbenefited minority communities in those cities.

Branch Bank's community development lending and its qualified investment andgrant activity have also benefited minority residents and communities in Houston andDallas. During 2017 and 2018 in Houston and Dallas, Branch Bank's communitydevelopment loans totaled $110.7 million and its qualified investments and grants totaledapproximately $45 million. The majority of such loans, investments and grants supportedeconomic development and community services in underserved communities andaffordable housing opportunities.

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Notable examples of such community development loans and investments that

focused on serving the needs of minority communities include a:

$9.7 million loan to refinance and provide additional funding to complete the

expansion of a church campus in Houston’s historic Third Ward

neighborhood, one of several historically African American neighborhoods in

the city. This financing represents the final phase of an expansion project

started in 2012.

$9.15 million loan to refinance the construction of a new Public Charter

School located in Houston’s Gulfton community to serve a school population

of 500 children, 90% of which are students with limited English proficiency.

$6.1 million LIHTC investment in a project that preserved and renovated 200

units of affordable housing in the Lancaster Corridor area of Dallas.

$5.1 million loan to finance a large-scale, comprehensive energy-conservation

program to address utility usage through equipment upgrades at facilities in

the DeSoto Independent School District facilities, which has a large LMI and

minority student population.

$5.6 million bridge loan to a LIHTC syndicator to support two affordable

rental communities near downtown Dallas.

$2.5 million loan to a Dallas-based, certified minority-owned business,

increasing its line of credit to compete more effectively in the marketplace and

to help cover additional project costs associated with the company’s

successful bid on a large construction contract. $2 million loan to refinance a 144-unit apartment community in the Houston

MSA. The financing is under the Fannie Mae Green Rewards program and

includes capital improvements that provide cost-lowering environmental

benefits by reducing energy and water usage.

$1.8 million GNMA bond investment for the significant rehabilitation of a

284-unit affordable, multi-family housing community in the historic Fifth

Ward neighborhood in Houston, as part of a multi-phased community

revitalization project. $1.5 million loan to stabilize a lower-income neighborhood in the Dallas MSA

by refinancing a retail center and providing additional funding to repair

substantially deteriorated areas.

Notable examples of such community development loans and investments thatfocused on serving the needs of minority communities include a:

* $9.7 million loan to refinance and provide additional funding to complete theexpansion of a church campus in Houston's historic Third Wardneighborhood, one of several historically African American neighborhoods inthe city. This financing represents the final phase of an expansion projectstarted in 2012.

* $9.15 million loan to refinance the construction of a new Public CharterSchool located in Houston's Gulfton community to serve a school populationof 500 children, 90% of which are students with limited English proficiency.

* $6.1 million LIHTC investment in a project that preserved and renovated 200units of affordable housing in the Lancaster Corridor area of Dallas.

* $5.1 million loan to finance a large-scale, comprehensive energy-conservationprogram to address utility usage through equipment upgrades at facilities inthe DeSoto Independent School District facilities, which has a large LMI andminority student population.

* $5.6 million bridge loan to a LIHTC syndicator to support two affordablerental communities near downtown Dallas.

* $2.5 million loan to a Dallas-based, certified minority-owned business,increasing its line of credit to compete more effectively in the marketplace andto help cover additional project costs associated with the company'ssuccessful bid on a large construction contract.

* $2 million loan to refinance a 144-unit apartment community in the HoustonMSA. The financing is under the Fannie Mae Green Rewards program andincludes capital improvements that provide cost-lowering environmentalbenefits by reducing energy and water usage.

* $1.8 million GNMA bond investment for the significant rehabilitation of a284-unit affordable, multi-family housing community in the historic FifthWard neighborhood in Houston, as part of a multi-phased communityrevitalization project.

* $1.5 million loan to stabilize a lower-income neighborhood in the Dallas MSAby refinancing a retail center and providing additional funding to repairsubstantially deteriorated areas.

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Notable grants that benefit minority residents or communities include, among

others:

Grants totaling $20,000 for organization support to Avenue Community

Development Corporation to assist in addressing the need for affordable

housing and homebuyer education in Houston. Branch Bank’s Community

Mortgage Specialist in Houston participates as an instructor in the homebuyer

education program, providing information about different loan options and

programs to assist with down payment and closing costs.

Grants totaling $18,000 to City Wide Community Development Corporation

to support the development of affordable housing options for LMI residents of

Dallas, particularly for special needs housing for women, veterans and the

homeless.

$15,000 grant to the Houston Food Bank to underwrite the costs of including

snacks in its 2017 Summer Feeding Program, which serves 5,000 children

during the summer months when they lose access to the National School

Lunch Program, and may provide their only source of food each day. Branch

Bank employees also volunteered with the organization, assisting in the

preparation of meals, bagging and sorting food and filling sacks for the

Backpack Buddy program, which provides children in need with nutritional

food for the weekends and holidays.

Grants totaling $13,000 to the East Dallas Community Organization, which

has developed housing developments offering affordable, quality housing

opportunities for working families.

$10,000 grant to Mission Squash, an intensive urban youth enrichment

program in Houston’s Heights neighborhood, a mixed racial/ethnic

community, which combines academic coaching, squash training and

community service into one all-encompassing experience for students in

grades 6 to 12. The program aims to provide underprivileged youth the

opportunity to make a better future for themselves by staying in school,

graduating and aspiring to college while at the same time improving their

health and fitness through the game of squash.

$10,000 grant to the Houston Black Real Estate Association to underwrite the

cost for hosting an industry news event, “Lunch and Learn,” in partnership

with Freddie Mac, for members to learn about upcoming changes and

improvements to mortgage loan products to encourage more homebuyers.

$6,000 contribution to an organization for Asian-owned businesses to support

continued small business start-up classes, business incubation space and one-

on-one coaching.

Notable grants that benefit minority residents or communities include, amongothers:

* Grants totaling $20,000 for organization support to Avenue CommunityDevelopment Corporation to assist in addressing the need for affordablehousing and homebuyer education in Houston. Branch Bank's CommunityMortgage Specialist in Houston participates as an instructor in the homebuyereducation program, providing information about different loan options andprograms to assist with down payment and closing costs.

* Grants totaling $18,000 to City Wide Community Development Corporationto support the development of affordable housing options for LMI residents ofDallas, particularly for special needs housing for women, veterans and thehomeless.

* $15,000 grant to the Houston Food Bank to underwrite the costs of includingsnacks in its 2017 Summer Feeding Program, which serves 5,000 childrenduring the summer months when they lose access to the National SchoolLunch Program, and may provide their only source of food each day. BranchBank employees also volunteered with the organization, assisting in thepreparation of meals, bagging and sorting food and filling sacks for theBackpack Buddy program, which provides children in need with nutritionalfood for the weekends and holidays.

* Grants totaling $13,000 to the East Dallas Community Organization, whichhas developed housing developments offering affordable, quality housingopportunities for working families.

* $10,000 grant to Mission Squash, an intensive urban youth enrichmentprogram in Houston's Heights neighborhood, a mixed racial/ethniccommunity, which combines academic coaching, squash training andcommunity service into one all-encompassing experience for students ingrades 6 to 12. The program aims to provide underprivileged youth theopportunity to make a better future for themselves by staying in school,graduating and aspiring to college while at the same time improving theirhealth and fitness through the game of squash.

* $10,000 grant to the Houston Black Real Estate Association to underwrite thecost for hosting an industry news event, "Lunch and Learn," in partnershipwith Freddie Mac, for members to learn about upcoming changes andimprovements to mortgage loan products to encourage more homebuyers.

* $6,000 contribution to an organization for Asian-owned businesses to supportcontinued small business start-up classes, business incubation space and one-on-one coaching.

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$5,450 grant to support Project: Start Refugee Resource Center and Block

Party event in the Vickery Meadows community of Dallas, which is home to

nearly 20,000 refugees within a three-square mile area. In addition, 47

Branch Bank employees volunteered over 200 hours to make the event a

success, including building 20 bicycles as gifts for families in need,

assembling 600 hygiene kits for new families, co-hosting the Block Party with

food and entertainment for refugee families, and providing financial literacy

information about banking, fraud prevention and credit.

$5,000 grant to Catholic Charities’ Refugee Youth Program to support

program offerings in two Houston public schools, which includes English-as-

a-Second Language tutoring for a small group of students during school and

broader academic and socialization support to a larger group in an after-school

setting.

$4,000 contribution to support small business technical education sessions

with a chamber of commerce in a suburban areas of Dallas with a minority

population of about 72%.

$3,000 grant to the Multi-Ethnic Education and Economic Development

Center in Dallas to support its English-language classes and one-on-one

coaching to start-up businesses.

As noted above, Branch Bank also engages in impactful community development

services that significantly benefit minority individuals and communities in Houston and

Dallas. Branch Bank’s community development service activities also have enhanced the

bank’s market visibility and thereby helped to provide access to credit and other banking

services in those assessment areas. Examples of such service activities include:

A Branch Bank employee serves on the Advisory Board of the Black

Chamber of Commerce of Greater Houston and the Greater Dallas Asian

American Chamber of Commerce Board of Directors, which assist minority-

owned companies to develop and grow.

At the Houston Mayor’s 2018 “Hire Houston Youth Initiative,” which offers

paid summer jobs to help students gain real-world work experience, Branch

Bank employees conducted Banking Basics Education workshops to introduce

banking concepts to participating students. Students were also offered the

opportunity to open free checking accounts through Branch Bank’s

participation in “Bank on Houston,” an initiative to help persons avoid high-

cost financial products and services.

Branch Bank’s Bank Bus visited Texas Southern University, a historically

black university near Houston, to host a two-day financial education event for

students. Students visiting the Bank Bus were offered the opportunity to

obtain a free copy of their credit report, and Branch Bank employees were

* $5,450 grant to support Project: Start Refugee Resource Center and BlockParty event in the Vickery Meadows community of Dallas, which is home tonearly 20,000 refugees within a three-square mile area. In addition, 47Branch Bank employees volunteered over 200 hours to make the event asuccess, including building 20 bicycles as gifts for families in need,assembling 600 hygiene kits for new families, co-hosting the Block Party withfood and entertainment for refugee families, and providing financial literacyinformation about banking, fraud prevention and credit.

* $5,000 grant to Catholic Charities' Refugee Youth Program to supportprogram offerings in two Houston public schools, which includes English-as-a-Second Language tutoring for a small group of students during school andbroader academic and socialization support to a larger group in an after-schoolsetting.

* $4,000 contribution to support small business technical education sessionswith a chamber of commerce in a suburban areas of Dallas with a minoritypopulation of about 72%.

* $3,000 grant to the Multi-Ethnic Education and Economic DevelopmentCenter in Dallas to support its English-language classes and one-on-onecoaching to start-up businesses.

As noted above, Branch Bank also engages in impactful community developmentservices that significantly benefit minority individuals and communities in Houston andDallas. Branch Bank's community development service activities also have enhanced thebank's market visibility and thereby helped to provide access to credit and other bankingservices in those assessment areas. Examples of such service activities include:

* A Branch Bank employee serves on the Advisory Board of the BlackChamber of Commerce of Greater Houston and the Greater Dallas AsianAmerican Chamber of Commerce Board of Directors, which assist minority-owned companies to develop and grow.

* At the Houston Mayor's 2018 "Hire Houston Youth Initiative," which offerspaid summer jobs to help students gain real-world work experience, BranchBank employees conducted Banking Basics Education workshops to introducebanking concepts to participating students. Students were also offered theopportunity to open free checking accounts through Branch Bank'sparticipation in "Bank on Houston," an initiative to help persons avoid high-cost financial products and services.

* Branch Bank's Bank Bus visited Texas Southern University, a historicallyblack university near Houston, to host a two-day financial education event forstudents. Students visiting the Bank Bus were offered the opportunity toobtain a free copy of their credit report, and Branch Bank employees were

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available to review the reports and offer suggestions for improving credit

ratings and effectively managing credit.

Branch Bank provided a number of other homebuyer and financial literacy

courses that benefited minority individuals and communities, including,

among others:

o Branch Bank employees conducted homebuyer seminars for attendees at

the Houston Black Real Estate Association’s April 2017 Community Day

and Housing Expo, which included topics on the importance of budgeting

and saving, understanding the loan application process, and available

down payment and closing costs assistance programs.

o Branch Bank employees participated with the Asian Real Estate

Association of America in promoting sustainable homeownership

opportunities through an educational event held at the Chinese

Community Center in Houston, and presented information on affordable

mortgage products for first-time homebuyers.

o Employees delivered 20 Spanish-language financial education classes to

customers of the Mexican Consulate in Dallas, the majority of whom are

LMI. This included educating Hispanic/Latino attendees about the

benefits of banking, non-bank check cashing costs and the consequences

of not having a bank account, and responding to individual questions from

participants regarding specific financial issues they faced. These classes

were held on 20 different dates and involved 11 different Branch Bank

employees.

o In conjunction with an East Dallas nonprofit home builder, a certified

Community Development Organization, a Branch Bank employee

provided information on affordable housing and down payment assistance

programs for the builder’s customers.

o Employees provided nine sessions of the financial education curriculum,

“Bank on Your Success - Banking Basics and Family Budgeting,” to a

Dallas charter school with a 92.5% minority student body.

o Employees presented first-time homebuyer workshops in partnership with

the City of Dallas Housing and Neighborhood Revitalization Department,

with the goals of increasing homeownership opportunities and supporting

neighborhood and community-based preservation and revitalization

efforts. Topics included understanding the loan application process and

combining down payment assistance programs with affordable mortgage

options.

available to review the reports and offer suggestions for improving creditratings and effectively managing credit.

Branch Bank provided a number of other homebuyer and financial literacycourses that benefited minority individuals and communities, including,among others:

o Branch Bank employees conducted homebuyer seminars for attendees atthe Houston Black Real Estate Association's April 2017 Community Dayand Housing Expo, which included topics on the importance of budgetingand saving, understanding the loan application process, and availabledown payment and closing costs assistance programs.

o Branch Bank employees participated with the Asian Real EstateAssociation of America in promoting sustainable homeownershipopportunities through an educational event held at the ChineseCommunity Center in Houston, and presented information on affordablemortgage products for first-time homebuyers.

o Employees delivered 20 Spanish-language financial education classes tocustomers of the Mexican Consulate in Dallas, the majority of whom areLMI. This included educating Hispanic/Latino attendees about thebenefits of banking, non-bank check cashing costs and the consequencesof not having a bank account, and responding to individual questions fromparticipants regarding specific financial issues they faced. These classeswere held on 20 different dates and involved 11 different Branch Bankemployees.

o In conjunction with an East Dallas nonprofit home builder, a certifiedCommunity Development Organization, a Branch Bank employeeprovided information on affordable housing and down payment assistanceprograms for the builder's customers.

o Employees provided nine sessions of the financial education curriculum,"Bank on Your Success - Banking Basics and Family Budgeting," to aDallas charter school with a 92.5% minority student body.

o Employees presented first-time homebuyer workshops in partnership withthe City of Dallas Housing and Neighborhood Revitalization Department,with the goals of increasing homeownership opportunities and supportingneighborhood and community-based preservation and revitalizationefforts. Topics included understanding the loan application process andcombining down payment assistance programs with affordable mortgageoptions.

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Please see Confidential Exhibit E for additional information relevant to the

commenters’ allegations.

Provide a discussion of the efforts the combined company would make to meet the

banking needs of its senior citizen customers, including any efforts to address

potential reduction or disruption of services and/or the potential for confusion as a

result of the proposed merger.

To ensure a smooth merger conversion for all of Truist Bank’s customers, a

number of communication tactics are being developed in advance of closing and will be

utilized to provide clear and transparent details surrounding the transition from Branch

Bank and SunTrust Bank to Truist Bank. For example, (Legal Day One) letters from

BB&T’s Chief Executive Officer (“CEO”) Kelly King and SunTrust’s CEO, William

Rogers, have been designed to reassure customers that any changes to current business

practices will be clearly communicated in advance. A Frequently Asked Questions

Brochure (“FAQ Brochure”) has also been developed that outlines additional detail, as

well as how to contact SunTrust/BB&T with further questions. Call Center resources are

being mobilized to respond to merger-related questions with ongoing training and

preparation. The FAQ Brochure will also be available in all legacy Branch Bank and

SunTrust Bank branches; these brochures will arrive approximately one (1) week prior to

Legal Day One. Additionally, the BB&T, SunTrust, and Premier Financial Institution

websites will be updated on Legal Day One with timely information. On the landing

pages for both Branch Bank and SunTrust Bank’s authenticated websites, details

surrounding the merger will be displayed. These landing pages will be updated

continuously throughout the merger transition. Near-term messaging will be in the

legacy Branch Bank and SunTrust Bank brand voice to reduce customer confusion. All

documents are compliant with the American with Disabilities Act.

Branch Bank and SunTrust Bank are dedicated to supporting the best possible

customer experience throughout the integration process and will establish a Client Impact

and Integration (“CII”) Administration team to plan deliberately for an exceptional

customer experience for all customers, including senior citizen customers.

CII Administration Framework

The framework for the CII Administration includes:

Vision: To surpass and exceed customers’ expectations throughout the

integration process.

Objectives:

o Ensure that the customer perspective is incorporated with each anticipated

change or impact decision;

o Ensure efficient processes, complete transparency, clear communications

and an uncompromising, unwavering commitment to service and quality;

and

Please see Confidential Exhibit E for additional information relevant to thecommenters' allegations.

7. Provide a discussion of the efforts the combined company would make to meet thebanking needs of its senior citizen customers, including any efforts to addresspotential reduction or disruption of services and/or the potential for confusion as aresult of the proposed merger.

To ensure a smooth merger conversion for all of Truist Bank's customers, anumber of communication tactics are being developed in advance of closing and will beutilized to provide clear and transparent details surrounding the transition from BranchBank and SunTrust Bank to Truist Bank. For example, (Legal Day One) letters fromBB&T's Chief Executive Officer ("CEO") Kelly King and SunTrust's CEO, WilliamRogers, have been designed to reassure customers that any changes to current businesspractices will be clearly communicated in advance. A Frequently Asked QuestionsBrochure ("FAQ Brochure") has also been developed that outlines additional detail, aswell as how to contact SunTrust/BB&T with further questions. Call Center resources arebeing mobilized to respond to merger-related questions with ongoing training andpreparation. The FAQ Brochure will also be available in all legacy Branch Bank andSunTrust Bank branches; these brochures will arrive approximately one (1) week prior toLegal Day One. Additionally, the BB&T, SunTrust, and Premier Financial Institutionwebsites will be updated on Legal Day One with timely information. On the landingpages for both Branch Bank and SunTrust Bank's authenticated websites, detailssurrounding the merger will be displayed. These landing pages will be updatedcontinuously throughout the merger transition. Near-term messaging will be in thelegacy Branch Bank and SunTrust Bank brand voice to reduce customer confusion. Alldocuments are compliant with the American with Disabilities Act.

Branch Bank and SunTrust Bank are dedicated to supporting the best possiblecustomer experience throughout the integration process and will establish a Client Impactand Integration ("CII") Administration team to plan deliberately for an exceptionalcustomer experience for all customers, including senior citizen customers.

CII Administration Framework

The framework for the CII Administration includes:

* Vision: To surpass and exceed customers' expectations throughout theintegration process.

* Objectives:

o Ensure that the customer perspective is incorporated with each anticipatedchange or impact decision;

o Ensure efficient processes, complete transparency, clear communicationsand an uncompromising, unwavering commitment to service and quality;and

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o Ensure that in the unlikely event something goes “wrong,” it is a pleasure

to resolve it and resolve it promptly.

Core Integration Principle: Deliver the best possible customer experience

throughout the integration process.

o Customers will experience minimal disruption and effort;

o Customers will be well informed throughout the integration process with

consistent and clear communications; and

o Customers will feel Truist Financial’s relentless focus on quality customer

experiences.

Customer Research will be a part of the CII Administration framework and will

be conducted, as part of the effort, to include the specific needs of senior citizen

customers.

Senior customer concerns will be specifically explored in the research to

include the best communication methods and resources to ensure they receive

transparent, consistent and clear support in the integration process.

The research process will include exploration of what senior customers

indicate would be best for them during a time of transition. Examples of

topics to explore include the following:

o Financial workshops through outreach groups, such as the Council on

Aging;

o Digital ambassadors to assist with online questions and concerns; and

o Targeted communications (including to caregivers, family member, etc.).

Accessibility

Truist Financial will also form an Enterprise Accessibility Center of Excellence,

which will merge physical and digital efforts into one unified organization. As

accessibility improvements are implemented, the customer experience for all customers

will benefit, including and especially for aging seniors who may begin to suffer from

vision, motor, cognitive, auditory, and other forms of impairments or disabilities.

Truist Financial will embed accessibility into the enterprise-wide culture, to

include customer physical and digital experiences, marketing and branding, training,

information technology, procurement processes, etc. Truist Financial will partner closely

with Compliance, Legal, Business Units and other teams to ensure it is excelling in

delivering a holistic accessible experience.

Digital products and experiences that will be designed with a strong focus on

accessibility will include (but are not limited to):

Websites;

o Ensure that in the unlikely event something goes "wrong," it is a pleasureto resolve it and resolve it promptly.

* Core Integration Principle: Deliver the best possible customer experiencethroughout the integration process.

o Customers will experience minimal disruption and effort;o Customers will be well informed throughout the integration process with

consistent and clear communications; and" Customers will feel Truist Financial's relentless focus on quality customer

experiences.

Customer Research will be a part of the CII Administration framework and willbe conducted, as part of the effort, to include the specific needs of senior citizencustomers.

* Senior customer concerns will be specifically explored in the research toinclude the best communication methods and resources to ensure they receivetransparent, consistent and clear support in the integration process.

* The research process will include exploration of what senior customersindicate would be best for them during a time of transition. Examples oftopics to explore include the following:

o Financial workshops through outreach groups, such as the Council onAging;

o Digital ambassadors to assist with online questions and concerns; ando Targeted communications (including to caregivers, family member, etc.).

Accessibility

Truist Financial will also form an Enterprise Accessibility Center of Excellence,which will merge physical and digital efforts into one unified organization. Asaccessibility improvements are implemented, the customer experience for all customerswill benefit, including and especially for aging seniors who may begin to suffer fromvision, motor, cognitive, auditory, and other forms of impairments or disabilities.

Truist Financial will embed accessibility into the enterprise-wide culture, toinclude customer physical and digital experiences, marketing and branding, training,information technology, procurement processes, etc. Truist Financial will partner closelywith Compliance, Legal, Business Units and other teams to ensure it is excelling indelivering a holistic accessible experience.

Digital products and experiences that will be designed with a strong focus onaccessibility will include (but are not limited to):

* Websites;

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Web applications;

Electronic content (i.e., videos, audio, form PDFs, documentation); and

Digital products (including those that are built in-house, purchased, used, sold

or maintained).

Additional examples of efforts aimed to enhance the digital customer experience

of customers who are senior citizens include:

Ensuring users can access digital web properties by keyboard only;

Spacing and enlarging actionable items, links and buttons for mobile design

and development (touch screen);

Reducing unnecessary action items in forms and applications;

Coding of font measurements to enable users to resize text;

Designing with screen contrast mode in mind;

Writing content that is clear and concise for braille and screen reader users;

Use of video transcripts and captioning for visual- or auditory-impaired users;

Use of proper color contrast ratios; and

Use of linear logical design layouts.

Additional Information

a. Financing of Certain Companies: On July 8, 2019, SunTrust distributed the following

public statement: “Following an ongoing and deliberate process, SunTrust has decided

not to provide future financing to companies that manage private prisons and immigration

holding facilities. This decision was made after extensive consideration of the views of

our stakeholders on this deeply complex issue.”

b. CEO Action for Diversity and Inclusion Pledge: BB&T’s CEO, Kelly King, recently

signed the CEO Action for Diversity and Inclusion Pledge (the “Pledge”), which is the

largest CEO-driven business commitment to advance diversity and inclusion within the

workplace. This initiative launched in mid-2017 and, since that time, more than 700

CEOs have signed the Pledge, including SunTrust’s CEO, William Rogers.

* Web applications;

* Electronic content (i.e., videos, audio, form PDFs, documentation); and

* Digital products (including those that are built in-house, purchased, used, soldor maintained).

Additional examples of efforts aimed to enhance the digital customer experienceof customers who are senior citizens include:

* Ensuring users can access digital web properties by keyboard only;

* Spacing and enlarging actionable items, links and buttons for mobile designand development (touch screen);

* Reducing unnecessary action items in forms and applications;

* Coding of font measurements to enable users to resize text;

* Designing with screen contrast mode in mind;

* Writing content that is clear and concise for braille and screen reader users;

* Use of video transcripts and captioning for visual- or auditory-impaired users;

* Use of proper color contrast ratios; and

* Use of linear logical design layouts.

Additional Information

a. Financing of Certain Companies: On July 8, 2019, SunTrust distributed the followingpublic statement: "Following an ongoing and deliberate process, SunTrust has decidednot to provide future financing to companies that manage private prisons and immigrationholding facilities. This decision was made after extensive consideration of the views ofour stakeholders on this deeply complex issue."

b. CEO Action for Diversity and Inclusion Pledge: BB&T's CEO, Kelly King, recentlysigned the CEO Action for Diversity and Inclusion Pledge (the "Pledge"), which is thelargest CEO-driven business commitment to advance diversity and inclusion within theworkplace. This initiative launched in mid-2017 and, since that time, more than 700CEOs have signed the Pledge, including SunTrust's CEO, William Rogers.

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The goal of the Pledge is to rally the business community together to take

measureable action in advancing diversity and inclusion within the workplace.

Signatories of the pledge are committing to three essential actions:

1) Cultivating a workplace that supports open dialogue on complex, and

sometimes difficult, conversations about diversity and inclusion;

2) Participating in cross-enterprise collaboration on best-known actions to

advance different areas of diversity; and

3) Implementing unconscious bias training in their respective organization,

and those who have already done so are committing to mentor others so

they can effectively implement this training.

Finally, as part of the Pledge, signatories agree to dedicate their time and

resources to advance diversity and inclusion efforts, both within their companies and as a

part of this coalition, to benefit society as a whole.

The goal of the Pledge is to rally the business community together to takemeasureable action in advancing diversity and inclusion within the workplace.Signatories of the pledge are committing to three essential actions:

1) Cultivating a workplace that supports open dialogue on complex, andsometimes difficult, conversations about diversity and inclusion;

2) Participating in cross-enterprise collaboration on best-known actions toadvance different areas of diversity; and

3) Implementing unconscious bias training in their respective organization,and those who have already done so are committing to mentor others sothey can effectively implement this training.

Finally, as part of the Pledge, signatories agree to dedicate their time andresources to advance diversity and inclusion efforts, both within their companies and as apart of this coalition, to benefit society as a whole.

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july 17, july · sabastian v. niles alison zieske preiss tijana j. dvornic jenna e. levine ryan a....

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