SYNCHRONY FINANCIAL Audit Committee Key Practices the Audit Committee Has Adopted the Following Key Practices to Assist It in Un

SYNCHRONY FINANCIAL

Audit Committee Key Practices

The Audit Committee has adopted the following key practices to assist it in undertaking the functions and responsibilities set forth in its charter. Capitalized terms used in this document without definition have the meanings ascribed to them in the charter of the Audit Committee.

1. Meetings. Each year, an agenda of matters to be considered by the Committee at its scheduled meetings will be prepared and may be updated from time to time as appropriate. The Committee shall meet at least eight (8) times a year and maintain minutes of its meetings. The Committee shall hold an executive session, without management present, at the conclusion of every Committee meeting. During the executive session, the Committee shall meet privately with each of the Chief Audit Executive, such other members of management as it deems appropriate and the independent auditor.

2. Review of Periodic Reports. The Committee shall meet with the Chief Executive Officer and the Chief Financial Officer to review the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and report the results of its reviews to the Board. These reviews shall include the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in the periodic reports. The Chief Audit Executive, General Counsel, the Chairman of the Company’s Disclosure Committee, the Chief Risk Officer, the Chief Accounting Officer and the Company’s independent auditor will be present at these meetings.

3. Review of Chief Executive Officer and Chief Financial Officer Certifications, Disclosure Committee Process and Annual Evaluations of Internal Control Over Financial Reporting. In conjunction with its reviews of the Form 10-Ks and Form 10-Qs, the Committee shall review the related Chief Executive Officer and Chief Financial Officer certifications required by the SEC with respect to the financial statements and the Company’s disclosure controls and procedures and internal control over financial reporting. The Committee shall discuss with the Chairman of the Disclosure Committee any significant issues that arose as part of the Disclosure Committee process used to support the certifications. The Committee shall discuss with the Chief Audit Executive any significant findings of the internal audit function with regard to internal control over financial reporting during the period covered by the certifications, including (1) the identification of any significant deficiencies or material weaknesses and, in the event any is identified, the process and timetable for remediation, (2) any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s internal control over financial reporting and (3) any change during the preceding quarter in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Committee shall review, in advance of the filing of the Form 10-K, the annual evaluations by management and, when applicable, the independent auditor of the Company’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. The Committee shall also review, at least annually, the overall Disclosure Committee process with the Chairman and other representatives of the Disclosure Committee.

4. Review of Earnings Releases and Information Provided to Analysts and Rating Agencies. The Chief Financial Officer shall review with the Committee, prior to their release to the public, earnings releases and any other disclosure of earnings guidance. The Chief Financial Officer shall also review with the Committee, which need not be in advance, the type and presentation of any other financial information provided to analysts and rating agencies.

5. Review of Internal Audit Function. In reviewing the effectiveness of the internal audit function, the Committee shall consider, among other factors, its coordination with the independent auditor, its standing within the Company and its freedom from management and other constraints. The Committee shall review personnel matters, including the qualifications, training and experience of senior management of the internal audit function and succession planning for key roles in the internal audit function. The Committee shall review and approve the internal audit function’s charter.

6. Selection of the Independent Auditor. In selecting the independent auditor for any fiscal year, the Committee shall consider, among other factors, the firm’s performance during the prior year (if applicable), its independence, and its attention to quality control matters.

7. Communication with the Independent Auditor and Management. The Committee shall maintain an open avenue of communication with the independent auditor, the Chief Audit Executive, other members of management and the Board. The Committee shall review and discuss with the independent auditor, at least quarterly, the matters brought to its attention by the independent auditor under Auditing Standard No. 1301adopted by the Public Company Accounting Oversight Board and other applicable standards and matters required to be discussed under NYSE standards. The Committee shall also address these matters, as appropriate, with management. The Committee shall review the management letter from the independent auditor and monitor management’s response thereto, including with respect to any material issues raised in the management letter.

8. Approval of Audit and Non-Audit Services. The Committee shall have the sole authority to approve all audit engagement fees and terms and the Committee, or the Chairman of the Committee, must pre-approve all audit and non-audit services provided to the Company by the Company’s independent auditor. The Committee shall adopt policies and procedures for pre- approving all audit and non-audit work performed by the Company’s independent auditor. To minimize relationships which could appear to impair the objectivity of the independent auditor, it shall be the Committee’s practice to restrict the non-audit services that may be provided to the Company by the Company’s independent auditor primarily to tax services and merger and acquisition due diligence and integration services.

2 9. Hiring Guidelines for Independent Auditor Employees. The Committee has adopted the following practices regarding the hiring by the Company of any partner, director, manager, staff, advising member of the department of professional practice, reviewing actuary, reviewing tax professional and any other persons having responsibility for providing audit assurance to the Company’s independent auditor on any aspect of their certification of the Company’s financial statements. “Audit assurance” includes all work that results in the expression of an opinion on financial statements, including audits of statutory accounts.

a. No member of the audit team that is auditing a Company business can be hired into that Company business or into a position to which that business reports for a period of two years following association with that audit.

b. No former employee of the independent auditor may sign a Company or Company subsidiary’s SEC filing for five years following employment with the independent auditor.

c. No former employee of the independent auditor may be named a Company, Bank or other subsidiary’s officer for three years following employment by the independent auditor.

d. The Company’s Chief Financial Officer and the Audit Committee Chairman must approve all hires made from the independent auditor at or above a 1 designated executive grade under the Company’s compensation structure.

e. The Company’s Chief Financial Officer shall report to the Committee the profile of the preceding year’s hires from the independent auditor, if any.

10. Process for Handling Complaints About Accounting Matters. As part of the Board’s procedure for receiving and handling complaints or concerns about the Company’s conduct, the Committee has established the following procedures for: (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.

 The Company has established and published on its Web site special mail and e- mail addresses and a toll-free telephone number for receiving complaints regarding accounting, internal accounting controls, or auditing matters.

 All such complaints will be sent directly to the Chairman of the Committee.

 All such complaints will be tracked on a separate board of directors’ ombuds docket, but handled by the Company’s ombuds, finance and legal staffs in the normal manner, except as the Committee may request.

1 This refers to Grade 15.

3  The status of such complaints will be reported at least four times a year to the Chairman of the Committee and, if he or she so directs, more frequently and/or to the Committee or the Board.

 The Chairman of the Committee may request special treatment, including the retention of outside counsel or other advisors, for any complaint addressed to him or her.

The Company’s integrity manual prohibits any employee from retaliating or taking any adverse action against anyone for raising or helping to resolve an integrity concern.

11. Audit Committee Memberships. The Committee has determined that in view of the demands and responsibilities of the Committee, members of the Committee should not serve on more than two additional audit committees of other public companies.

12. Code of Ethics for Chief Executive Officer and Senior Financial Officers. The Company’s integrity manual applies to all of the Company’s directors, officers and employees, including the Chief Executive Officer and all financial professionals. The Company’s Code of Conduct require all employees, including the Chief Executive Officer and senior financial officers, to resolve ethically any actual or apparent conflicts of interest, and to comply with all generally accepted accounting principles, laws and regulations designed to produce full, fair, accurate, timely and understandable disclosure in the Company’s periodic reports filed with the SEC. Annual acknowledgment of the Company’s integrity manual is required of all salaried employees, including the Company’s Chief Executive Officer, the Chief Financial Officer and other financial professionals.

13. Financial Expertise. Each member of the committee shall be financially literate, as determined by the Board in its business judgment. At least one member of the Committee will qualify as an “audit committee financial expert,” as defined by the SEC.

14. Audit Partner Rotation. The Committee shall ensure that the lead audit partner assigned by the Company’s independent auditor to the Company, as well as the audit partner responsible for reviewing the Company’s audit, shall be changed at least every five years.

15. Stockholder Ratification of Independent Auditor. Although the Committee has the sole authority to appoint the independent auditor, the Committee will recommend that the Board ask the stockholders, at their annual meeting, to ratify the Committee’s selection of the independent auditor.

16. Legal and Regulatory Oversight. The Committee shall review, at least quarterly, with the General Counsel, the Chief Compliance Officer and/or the Chief Regulatory Officer, as appropriate, the Company’s programs for compliance with laws and regulations, including reviewing significant outstanding legal cases, reports or inquiries of federal or state financial regulatory authorities, and other regulatory or legal matters that may have a material impact on the Company’s financial statements or compliance policies. In coordination with the Risk Committee, the Committee shall review results from regulatory reviews and interactions with regulatory authorities, including management’s response thereto.

4 17. Risk Oversight. At least quarterly, in coordination with the Risk Committee, and with the participation of the Chief Financial Officer, the Chief Risk Officer and the Chief Audit Executive, the Committee shall review the framework for assessing and managing the Company’s overall risk exposures and the steps management has taken to monitor and control these risks, and reports from management regarding the status of and changes to risk exposures, policies and practices. The Committee shall also review and discuss with management and functional leaders areas that relate to the financial statements, financial systems, auditing and the financial reporting process, including information technology controllership risk, tax policies and strategies, and significant accounting judgments.