WACHTELL, LIPTON, ROSEN & KATZ

MARTIN LIPTON RACHELLE SILVERBERG 5151 WEST 52ND STREET ADAM J. SHAPIRO MARK F.F. VEBLEN HERBERTHERBERT M.M. WACHTELL STESTEVENVEN A. COHEN NELSON O.0. FITTS VICTOR GOLDFELDGOLDFIELD THEODORE N.N. MIRVIS DEBORAH L. PAULPAUL NEW YORK, N.Y. 1001910019-6150- 6 1 5 0 JOSHUA M.M. HOLMES EDWARD J. LEELEE EDWARDEDWARD D. HERLIHYHERLIHY DAVID C. KARPKARP DAVID E. SHAPIRO BRANDON C. PRICEPRICE DANIELDANIEL A. NEFF RICHARD K. KIMKIM TELEPHONE: (212) 403 -1000-1000 DAMIAN G. DIDDEN KEVIN S. SCHWARTZ ANDREW R.R. BROWNSTEINBROWNSTEIN JOSHUA R.R. CAMMAKER IANIAN BOCZKO MICHAEL S. BENN MARC WOLINSKY MARK GORDON FACSIMILE: (212) 403 -2000-2000 MATTHEW M. GUEST SABASTIAN V. NILES

STEVEN A. ROSENBLUM JOSEPH D.D. LARSONLARSON DAVID E. KAHAN ALISON ZIESKE PREISS JOHN F.F. SAVARESE JEANNEMARIE O’BRIENO'BRIEN GEORGE A. KATZ (1965(1965-1989)-1989) DAVID K. LAM TIJANA J. DVORNIC SCOTT K. CHARLES WAYNE M. CARLIN JAMES H. FOGELSON (1967-1991)(1967 -1991) BENJAMIN M. ROTH JENNA E. LEVINE JODI J. SCHWARTZ STEPHEN R. DiPRIMAD,PRIMA LEONARD M. ROSEN (1965-2014)(1965 -2014) JOSHUA A. FELTMAN RYAN A. McLEOD ADAM O.0. EMMERICHEMMERICH NICHOLAS G.0. DEMMO ______ELAINE ELAINE P. GOLIN ANITHA REDDY RALPHRALPH M.M. LEVENE IGOR KIRMAN OF COUNSEL EMIL A. KLEINHAUS JOHN L. ROBINSON RICHARDRICHARD G. MASONMASON JONATHAN M.M. MOSES KARESSA L. CAIN JOHN R. SOBOLEWSKI WILLIAM T. ALLEN HAROLD S. NOVIKOFF DAVIDDAVID M. SILK T. EIKOEIKO STANGE WILLIAM T. ALLEN HAROLD S. NOVIKOFF RONALD C. CHEN STEVEN WINTER MARTIN J.E. ARMS LAWRENCE B. PEDOWITZ ROBINROBIN PANOVKA JOHN F. LYNCH MARTIN J.E. ARMS LAWRENCE B. PEDOWITZ GORDON S. MOODIEMOODIE EMILY D. JOHNSON MICHAEL H. BYOWITZ ERIC S. ROBINSON DAVIDDAVID A. KATZKATZ WILLIAM SAVITT MICHAEL H. BYOWITZ ERIC S. ROBINSON DONGJU SONG JACOB A. KLING GEORGE T. CONWAY III PATRICIA A. ROBINSON* ILENEILENE KNABLE GOTTS ERIC M. ROSOF GEORGE T. CONWAY III PATRICIA A. ROBINSON* BRADLEY R. WILSON RAAJ S. NARAYAN KENNETH B. FORREST ERIC M. ROTH JEFFREY M. WINTNER GREGORY E. OSTLING KENNETH B. FORREST ERIC M. ROTH GRAHAM W. MELI VIKTOR SAPEZHNIKOV SELWYN B. GOLDBERG PAUL K. ROWE TREVOR S. NORWITZ DAVID B. ANDERS SELWYN B. GOLDBERG PAUL K. ROWE GREGORY E. PESSIN MICHAEL J. SCHOBEL PETER C. HEIN DAVID A. SCHWARTZ BENBEN M. GERMANA ANDREA K.K. WAHLQUISTWAHLOUIST PETER C. HEIN DAVID A. SCHWARTZ CARRIE M. REIREILLYLLY ELINA TETELBAUM MEYER G. KOPLOW MICHAEL J. SEGAL ANDREW J. NUSSBAUM MEYER G. KOPLOW LAWRENCE S. MAKOW ELLIOTT V. STEIN DOUGLAS K. MAYER WARREN R.R. STERN MARSHALL L. MILLER PAUL VIZCARRONDO.VIZCARRONDO, JR. PHILIP MINDLIN PATRICIA A. VLAHAKIS ROBERT M. MORGENTHAU AMY R. WOLF DAVID S. NEILL

* ADMITTED ININ THE DISTRICT OF COLUMBIA

COUNSEL

DAVID M. ADLERSTEIN NANCY B. GREENBAUM AMANDA K. ALLEXON MARK A. KOENIG LOUIS J. BARASH LAUREN M.M. KOFKE FRANCO CASTELLI J. AUSTIN LYONSLYONS DIANNA CHEN ALICIA C. McCARTHY ANDREW J.H. CHEUNG PAULA N. RAMOSRAMOS PAMELA EHRENKRANZ NEIL M.M. SNYDER KATHRYN GETTLESGETTLES-ATWA-ATWA S. CHRISTOPHERCHRISTOPHER SZCZERBAN ADAM M.M. GOGOLAK JEFFREY A. WATIKER

DirectDIRECT Dial:DIAL: (212) 403403-1127-1127 DirectDIRECT Fax:FAx: (212) 403403-2127-2127 EE-MAIL:-Mail: [email protected]@WLRK.COM July 1717,, 2019

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 SunTrustSunTrust Banks, Inc., SunTrust Bank Holding Company and SunTrust Bank

Dear Mr. Drimer:

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

W/3489406W13489406 WACHTELL, LIPTON, ROSEN & KATZ

AdAdamam M. Drimer July 1717,, 2019 Page 2

Company Act, as amended (the “"ProposedProposed TransactionTransaction").”). In particular, this submission (i) provides information on the Community Benefits Plan for the combined companycompany 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 1616,, 2019, (ii)(ii) responds to the requests for additional information that stastaffff of the Board emailed to me on July 2, 2019 (the “"AlAI RequestRequest"),”), and (iii) provides certain additional updated information.

Under the Community Benefits Plan, Truist Financial will lend or invest $60 billion to lowlow-- and moderate-incomemoderate-income ("LMI")(“LMI”) borrowers and in LMI communities across Truist Bank’sBank's footprint over a threethree-year-year period from 2020 to 2022. The terms of the Community Benefits Plan include:

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

* $7.8 billion for lendinglending to businesses with revenues less than or equal to $1$1 million;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")CRA”) qualified investments and philanthropy,philanthropy, of which $120 million will be designated for CRACRA-qualified-qualified philanthropic giving.

In addition, the Community Benefits Plan furfurthersthers the legacy institutions’institutions' commitment to LMI and minority neighborhoods by seeking to open at least 1515 new branches in those communities across Truist Bank’sBank's footprint during the 2020 to 2022 period. The Community Benefits Plan also reaffirms the legalegacycy institutions’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-yearthree-year period.

The Community Benefits Plan demonstrates BB&T’sBB&T's and SunTrust’sSunTrust's dedicdedicationation 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 SunTrustSunTrust hosted in metropolitan and rural communities around the combined institution’sinstitution's footprint and in the public meetings in Atlanta, Georgia, and Charlotte, North Carolina, that the Federal Reserve and the FFDICDIC hosted. More detailed information on the Community Benefits Plan is provided is Exhibit 11 and Confidential Exhibit A.A.

WACHTELL, LIPTON, ROSEN & KATZ

Adam M. Drimer July 1717,, 2019 Page 3

The items in the AIAl Request are repeated in the Appendix in bold type with BB&T'sBB&T’s and SunTrust’sSunTrust's response following each item. AccompanyingAccompanying this letter and the Appendix are: the Public Exhibits Volume and the Confidential Exhibits Volume.Volume.

Confidential Treatment Request.Request. Confidential treatment isis respectfully requested under the federal Freedom of Information Act, 5 U.S.C. § 552 (“("FOIA"),FOIA”), and the Board'sBoard’s implementing regulations for the information contained in the Confidential Exhibits Volumes (the “"ConfidentialConfidential MaterialsMaterials").”). The Confidential Materials include, for example, nonpublic information regarding the business strategies anandd plans, and certain personnel decisions of (i) BB&T and its subsidiary bank, Branch Banking and Trust Company (“("BranchBranch BankBank"),”), and (ii) SunTrust and SunTrust Bank, and other information regarding additional matters of a similar nature, the public disclosudisclosurere 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 informainformationtion therein or make it publicly available inin any way, and this information isis being provided to the Board under an assurance and expectation of privacyprivacy.. Other exemptions from disclosure may also apply. In addition, potential investors could be influenceinfluencedd or misled by such information, which is not reported inin 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 violationsviolations 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’sBoard's implementing regulations.

Please contact me or Richard K. Kim at (212) 403-1354403-1354 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 ssoo 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 ddoo not hesitate to contact me, Richard K. Kim or my colleague Amanda K. Allexon at (212) 403-403- 1134.

Sincerely,

Patricia A. Robinson

WACHTELL, LIPTON, ROSEN & KATZ

AdAdamam M. Drimer July 1717,, 2019 Page 4

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 BrBranchanch Banking and Trust Company Lisa B. McDougald, BB&T Corporation and Branch Banking and Trust Company Ellen M. Fitzsimmons, SunTrustSunTrust 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, SullivanSullivan & Cromwell LLP

APPENDIX

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

1. The additional information response letter dated June 3, 2019 (“("JuneJune 3 LetterLetter")”) stated: “BB&T"BB&T and SunTrust anticipate that decisions with respect to branch consolidationsconsolidations and closing will not be made until after consummation of the Proposed Transaction."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-low- and moderatemoderate-income-income (“("LMI"),LMI”), rural, and minority communities. In light of the significant overlap of BB&T’sBB&T's and SunTrust’sSunTrust's branch networks, further information is necessary for ststaffaff 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-incomemiddle-income census tracts, and majoritymajority-minority-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, alonalongg with the relevant classification of the census tract in which it is located ((e.g.,e.g., lowlow-,-, moderate-,moderate-, middlemiddle-- or upper-income;upper-income; distressed or underserved nonmetropolitan middle-income;middle-income; majority-minority).majority-minority). In addition, for each of those branches, provide thethe 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 SunTrustSunTrust continue to make progress in integration planning; but, as previously notenotedd and due to antitrust restrictions, the banks will not be able to complete the detailed analyses required to make specific marketmarket-by-market-by-market decisions about branch openings, consolidations or closures until some period after the Proposed Transaction is consummated.consummated. BB&T and SunTrust, however, have jointlyjointly adopted certain parameters and constraints regarding branch network actions after consummations of the Proposed Transaction to assure Truist Bank will continue the legacy banks’banks' strong records of serving the convenience and needs of all its communities and will provide an exemplary level of financial lending,lending, services and investments to the LMI customers and majoritymajority-- minority communities they are privileged to serve.

The consummation of the Proposed TraTransactionnsaction 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 prepre-merger-merger planning being conducted within appropriate legal guideguidelines,lines, BB&T and SunTrustSunTrust are focused on the role of thethe branch network within the rapidly evolving context of customer expectations, demands and interactions. Customer interactions -– both for lending and

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account-servicingaccount-servicing interactions -– are migrating rapidlyrapidly from aa physical,physical, branch-basedbranch-based environment to one increasingly dependent on digital andand self-serviceself-service channels.channels. DigitalDigital and other self-serviceself-service transactions are currently expected toto represent moremore thanthan halfhalf ofof all transactional activity byby 2021.12021.1 Of course,course, branchbranch networksnetworks remainremain vitalvital toto servingserving many customer needs, but thethe evolving customer interactioninteraction trendstrends provideprovide an opportunity and need to renovaterenovate branches toto provide moremore effectiveeffective andand flexible resources, to deploy more advanced-functionadvanced-function AutomatedAutomated Teller MachinesMachines ("ATMs")(“ATMs”) andand Interactive Teller Machines ("ITMs"),(“ITMs”), whichwhich are ATMsATMs withwith a remote,remote, live-tellerlive-teller interface capability, and to provide additional technologytechnology solutionssolutions thatthat enhance customercustomer experience and data security.

To ensure that Truist Bank'sBank’s networknetwork integration and optimizationoptimization actionsactions maintain the legacy banks'banks’ strong record of meeting thethe convenienceconvenience andand needsneeds ofof communities and serving LMI customers and majority-minoritymajority-minority communities,communities, BB&TBB&T andand SunTrust have agreed to the following guidingguiding principles:principles:

* There will bebe no consolidations oror closuresclosures of branchesbranches inin overlapping statesstates (i.e.,(i.e., states where both legacy institutions havehave branches), for at leastleast oneone yearyear afterafter consummation of the ProposedProposed Transaction,Transaction, other thanthan thethe followingfollowing limited exceptions thatthat are disclosed and discusseddiscussed inin thethe submissionsubmission toto thethe FDICFDIC dateddated July 16, 2019, andand in Confidential Exhibit BB :

o Branch actions disclosed toto the regulatorsregulators that are alreadyalready plannedplanned and areare unrelated to the Proposed Transaction, mostmost of which areare short-distanceshort-distance relocations of a legacylegacy SunTrust BankBank branchbranch toto aa newlynewly constructed branch and all of which involve transfers of deposits toto newnew branchesbranches aa relatively short distance away (and(and mostmost of themthem involveinvolve leaselease commitments and construction activityactivity forfor thethe newnew branchbranch locations-locations - thatthat are underway); and

o BranchBranch actions due toto circumstances outside ofof TruistTruist Bank'sBank’s control,control, suchsuch as in-storein-store branch closures or consolidations resultingresulting fromfrom closure ofof thethe store or closures precipitated byby realreal estate leaselease expirationsexpirations wherewhere therethere isis no reasonable opportunity for thethe combinedcombined institution, asas lessee,lessee, toto renewrenew the lease (for example, it isis currentlycurrently knownknown thatthat branchbranch actionsactions atat twotwo legacy Branch Bank branchesbranches willwill involveinvolve suchsuch leaselease expirations,expirations, andand thethe nearest branches to them areare located 0.4 milesmiles and 1.4 milesmiles away,away, respectively);respectively);

* In overlappingoverlapping states,states, any branchbranch consolidationsconsolidations or closures mademade moremore thanthan oneone year after consummation of thethe Proposed Transaction,Transaction , butbut priorprior toto system conversion,conversion, would only affect thethe branchesbranches in thethe combined networknetwork thatthat are inin

Data of Pew Research Center (June 2019); "Retail Channel Benchmarks 2018: Key Findings and Omnichannel 1 Data of Pew Research Center (June 2019); “Retail Channel Benchmarks 2018: Key Findings and Omnichannel Insights," Finalta (March 2019); "Transaction Migration Trends," FinaltaInsights, Finalta (June 2018). Insights,” 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 Clusters 2 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 providprovidee services to customers of both legacy institutionsinstitutions;;

* As previously stated, Truist Bank shall provide roles for all performing, customercustomer-- facing employees in order for those employees to continue to serve customers post-branchpost-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 feefee-free,-free, cross-bankcross-bank ATM withdrawals;

* Particular focus will be placedplaced on prepre-merger-merger and post-mergerpost-merger communications and support for senior customers, with education and outreach focused on options in the distribution network and multimulti-channel-channel engagement ((seesee the response to question 7 below);

* In recognition of the unique llegacyegacy 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 foforr 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 footprintfootprint by one percentage point as compared to the ppercentageercentage 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-majority- minority neighborhoods, Truist Bank will seek to open at least 1515 new branches in its footprint in LMI and/or majoritymajority-minority-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 susubjectbject to feasibility analysis for openings.

In addition to these guiding principles, in order to ensure that the aggregate impact of Truist Bank'sBank’s branch actions will not materially diminish serving the convenience and needs of its LMI and minority custocustomersmers 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 geographigeographieses 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/programshttps://www.census.gov/programs-- surveys/geography/about/faq/2010-urban-area-faq.html#par_textimagel.surveys/geography/about/faq/2010-urban-area-faq.html#par_textimage_1.

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consideration of market and customer impacts. This frameworkframework willwill serve asas thethe basisbasis for decision-makingdecision-making and willwill incorporate thethe legacy institutions'institutions’ practicepractice ofof evaluatingevaluating allall potential closures for impact to LMILMI neighborhoodsneighborhoods and/or majority-minoritymajority-minority census tracts, consistent with the processes outlined inin thethe ApplicationApplication andand supplemental submissions to the Federal Reserve and the FDIC.FDIC.

As previously noted, it is not feasible forfor aa branchbranch consolidationconsolidation oror closureclosure listlist toto be completed by Branch Bank and SunTrust prior toto consummation ofof thethe ProposedProposed Transaction,Transaction, given thethe size of their respective branchbranch networksnetworks andand thethe extentextent of proprietary competitively sensitive branchbranch informationinformation that such an exerciseexercise wouldwould require the two banks to share. AfterAfter consummation of thethe ProposedProposed Transaction,Transaction, TruistTruist Bank will initiateinitiate thethe analysis of key data fromfrom thethe legacylegacy BranchBranch BankBank and SunTrustSunTrust Bank branch networks, to include: branch transaction and sales activity;activity; thethe physicalphysical characteristics of the branchesbranches (e.g.,(e.g. , accessibility for senior andand disabled adults, securitysecurity featuresfeatures protecting customers andand employees andand transportationtransportation accessibility);accessibility); thethe legallegal (real estate) contracts and limitations applicableapplicable to specificspecific branchbranch locations;locations; andand thethe demographic, income and other characteristics of the specific census tracttract inin whichwhich aa branch is located toto determine potentialpotential impacts ofof branchbranch actions applying criteriacriteria drawndrawn from CRA and fair lending/banking principles.

While an initial breakdown of branch overlap was preparedprepared inin MarchMarch 20192019 asas aa starting point for future analysisanalysis and discussions, itit is of critical importanceimportance toto notenote thatthat the lists were based solelysolely onon geographicgeographic metricsmetrics and werewere notnot usedused as,as, andand werewere nevernever intended to represent, a listlist ofplannedof planned consolidations or closures. Rather,Rather, thethe listslists werewere prepared to provideprovide a preliminarypreliminary framework ofof geographicgeographic proximitiesproximities thatthat wouldwould provide a starting point for the application of the rigorousrigorous branchbranch networknetwork analytic framework described in BB&T'sBB&T’s previousprevious submissions toto thethe FederalFederal ReserveReserve andand thethe FDIC. It is also importantimportant to note that thethe initial geographic breakdownbreakdown usedused onlyonly publicly available branch deposit and square footage data. TheThe listlist yieldedyielded 801 branchbranch pairings within a median 4.5-minute4.5-minute drive timetime and a 1.7-mile1.7-mile distance thatthat wouldwould bebe proposed for review followingfollowing consummation ofof thethe Proposed Transaction. InIn otherother words, many of the listed branches willwill likelylikely bebe considered solely for branchbranch consolidation review, review, as opposed toto branchbranch closure.closure.

Further, basedbased on the guiding principles discussed above, BB&TBB&T andand SunTrust have reduced the number of pairings in scopescope for post-closingpost-closing consolidation/closureconsolidation/closure review by nearly 50, in accordance with thethe agreed-uponagreed-upon guidingguiding principlesprinciples ofof avoidingavoiding closure of branches in small, rural communities (<2,500 people)people) andand increasingincreasing thethe percentage of branches in LMI census tracts.

After consummation of the Proposed Transaction andand thethe initiationinitiation ofof thethe detaileddetailed branch network analysis process, Truist BankBank will apply aa deliberate andand carefulcareful approach to any branchbranch consolidationsconsolidations or closures, subjectsubject toto thethe guidingguiding principlesprinciples articulated above, focusing on the following elements:elements:

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* Completing a thorough CRA and fair lendinglending analysis,analysis, conductedconducted byby compliancecompliance personnel, which will be reviewed andand vettedvetted through TruistTruist Bank'sBank’s CRACRA andand fairfair lending staff;

* EngagingEngaging an experienced consultant to assistassist inin developing thoughtful,thoughtful, thoroughthorough market playbooks to assist inin the analyticanalytic andand decision-makingdecision-making processesprocesses ofof implementing any branch consolidations oror closuresclosures -– examplesexamples include:include:

o AssistingAssisting internal execution teamsteams inin staging consolidationsconsolidations oror closureclosure inin phases to minimize impact toto markets with aa highhigh concentrationconcentration ofof overlaps;overlaps; and

o AssistingAssisting internal network planners inin identifying any potentialpotential gapsgaps inin market coverage;coverage;

* Providing customerscustomers with detailed information onon anyany proposedproposed branchbranch actionsactions through frequent and high-qualityhigh-quality customer communicationscommunications throughoutthroughout allall phases of the branch-actionbranch-action process. Prior to anyany branchbranch actionsactions impactingimpacting specific customers, such customers will bebe givengiven notificationnotification lettersletters atat leastleast 100 days prior toto any consolidation (only 3030 daysdays isis required)required) oror closureclosure (only(only 9090 daysdays is required);33

* Providing significant customer educationeducation materials andand resourcesresources on thethe functionalityfunctionality and benefitsbenefits of usingusing multiple channelschannels (mobile/online(mobile/online banking);banking);

* LeveragingLeveraging the Center of ExcellenceExcellence teamteam approachapproach thatthat bothboth BranchBranch BankBank andand SunTrust Bank have deployed duringduring thethe priorprior three yearsyears whenwhen consolidatingconsolidating andand closing hundreds of branches with minimal customer disruptiondisruption and anan immaterialimmaterial percentage of customer attrition. ThisThis framework willwill serveserve asas thethe basisbasis forfor decision-makingdecision-making for the combined institution;

* LeveragingLeveraging the branchbranch systems technology conversionconversion toto reinvestreinvest inin thethe combined bank'sbank’s branch network, renovating and upgrading branchesbranches toto provideprovide enhancedenhanced customer service and experience;experience; and

* ReviewingReviewing branch hours relativerelative toto customer convenience andand locallocal marketmarket competition.competition.

With respect toto actions Truist BankBank may planplan to undertakeundertake in orderorder toto mitigatemitigate thethe impact of future outright branchbranch closingsclosings on affected communities,communities, TruistTruist BankBank willwill continue to maintain the strong commitments of both legacylegacy banksbanks toto enhanceenhance thethe community development lending, services and investmentinvestment performanceperformance ofof TruistTruist BankBank and achieve a leading level of partnerships with communitycommunity organizations acrossacross thethe combined footprint. AsAs noted, in the processprocess of makingmaking branchbranch consolidationconsolidation andand closureclosure

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

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decisions, Truist Bank will give special considerationconsideration 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, insightinsightss and information from a wide range of community development organizations, commercial lending customerscustomers and concerned individuals and customers.customers. Specifically, the two banks coordinated a series of outreach efforts in collaboration with leading nonprofit community organizationsorganizations,, including holding six community listening sessions involving local nonnonprofitprofit organizations serving the metrometropolitanpolitan and rural communities around the combined institutioninstitution's’s geographies.

In addition, the banks participated in the twtwoo public meetingmeetingss held by the Federal Reserve and the FDIC and carefully reviewed all the public comments received on the Application. Of the more than 1,0301,030 public comment submissions and testimony, approximately 95% supported the Proposed Transaction anandd commended the strong community support records of BB&T and SunTrust.

As a result of these efforts, iinspirednspired and informed by the comments and feedback shared during these numerous listening sessions and public meetings with community organizations and leadersleaders across the banks'banks’ combined markets, BB&T and SunTrust recently presented a Community Benefits Plan.Plan. The Community Benefits Plan affirms the legacy banks'banks’ continued dedication toto provide lending, philanthropy and investment in its communities, incorpincorporatingorating certain specific goals and targets Truist Bank will seek to achieve during the threethree-year-year period of 2020 through 2022. The lending, services and investments that will be provided through the Community Benefits Plan will serve communities across ththee combined institution’sinstitution'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 CoCommunitymmunity Benefits Plan is provided in Exhibit 11 and Confidential Exhibit A.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 CRACRA-qualifying-qualifying loans, investments and community services in such impacted geographies, and will seek to ensure impacted customers retain full access to retail financialfinancial services through reasonable access to the nearest Truist Bank branch locations and other delivery channels.

Please see Confidential Exhibit B for additional responsive information.

2. Provide an updated workplan for integration planning activities, as wellwell 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 integrationintegration planning process.

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BB&T, tthroughhrough regular bibi-weekly-weekly supervisory meetings with the FDIC and the Federal Reserve,Reserve, provides confidential updates on the status of integration planning from the merger integintegrationration office, as well as risk management and audauditit officialsofficials.. These confidential updatesupdates 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 financfinancialial reporting, organizational design status, marketing, branding and communications.

Please see Confidential Exhibit C for updated information on BB&T’sBB&T's and SunTrust’sSunTrust's integration planningplanning..

3. In the June 3 Letter, BB&T indicated that a high-levelhigh-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 indicateindicate the date by which it will be made available to the Board.

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

Emma Waddell Chief Compliance Officer

IIII I I

Banking & Private Wealth Corporate & Functions Enterprise Private Wealth Croae&Functions Fair Lending CoE Privacy Etrrs InsuranceInsurance Management IsiuonlGInstitutional Group up Compliance FarLnigCEwCopaceM Compliance Mgmt

This compliancecompliance 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. TThehe 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.insurance. Banking and Insurance compliance will provide oversight of Truist Bank’sBank's compliance with consumer protection laws and regulations, including those relating to mortgage and other real estate secured loan origination and servicing activitiesactivities;; consumer credit and debit card products; consumer unsecured aandnd installment loans; depdepositosit products; branch and customer contact center sales and servicing operations; and all consumer-facingconsumer-facing fulfillment and servicing operations.

Private Wealth Management -– Provide the compliance subject matter expertise and oversightoversight for products and services to pprivaterivate wwealthealth customers, including bbrokerroker dealerdealer compliance and trusttrust compliance.

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Corporate & Institutional Group –- Provide the compliance subject matter expertise and oversight for products and services to our corporatecorporate and institutional customers,customers, to include institutional bbroker-roker- dealerdealer compliance, sswap-wap- dealerdealer compliance and Volcker compliance.

Functions Compliance -– Provide the compliance subject matter expertise and oversight for nonnon-consumer-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’sFinancial'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 DisclosureDisclosure Act (“("HMDA")HMDA”) and unfair, deceptive or abusive acts or practices ((UDAAP)UDAAP) compliance.

Privacy -– Provide the compliance subject matter expertise and oversight for execution of the Truist Financial Privacy Program, including adherence to all laws anandd 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 AssessmAssessments,ents, Monitoring & Testing, Complaint Oversight and Compliance Training. OOwnershipwnership of additional Truist Financial-wideFinancial-wide policies, such as Regulation 0,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 “"JulyJuly 16 R-MR-M SubmissionSubmission"),”), for additional responsive information.

4. 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 CRACRA for the combined organization.

Clarke StarnesStarnes:: Clarke StarnesStarnes will serve as the Chief Risk Officer of Truist Financial. He joined BB&T in 19821982 and has served as Chief Risk Officer since 2009. As Chief Risk Officer of BB&T, Mr. StarnesStames has been responsible for consumer compliance riskrisk management, as well as other compliance risk areas, in addition to credit, market, liquidity, operational, reputation and stratstrategicegic risk management areas.

Mr. StarnesStames graduated from BB&T's Leadership Development Program, and he managed BB&T's loan ofofficerficer 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'sBB&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’sbachelor'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 KoeblerKoebler:: Ellen Koebler will serve as Deputy Chief Risk Officer for Truist Financial and report to Mr. Starnes. As the Chief Risk Officer at SSunTrust,unTrust, Ms. Koebler is responsible for the company’scompany'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, MsMs.. 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 aftafterer serving as the Chief Risk Officer for E*TRADE. She originally joinedjoined 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 joiningjoining 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 financfinancee industry, she was a senior chemical engineer for Shell Oil in New Orleans. She earned a bachelor'sbachelor’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,University, and she holds a chartered financial analyst (CFA) designation.

Emma Waddell: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 joinedjoined SunTrust in March of 2016 and serves as the SunTruSunTrustst Chief Compliance Officer and AML Director. In these capacities, she is responsible for leading the SunTrustSunTrust Enterprise Compliance Organization to ensure that individual business and functional units maintain the programs and procedures necessary to comcomplyply with the laws and regulations that govern SunTrust’sSunTrust's business activities, as well as overseeing the firm’sfirm's Bank Secrecy Act/Anti-Act/Anti- Money Laundering (“("BSA/AML")BSA/AML”) and Sanctions program.

Prior to joiningjoining SunTrust, Ms. Waddell spent 1313 years with JPMorgan CChase,hase, where she held numerous leadership roles in their retail, private banking and corporate investment banking businesses to implement largelarge-scale-scale technology and change management 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’sfirm's Consent Order concerning BSA/AML and Office of ForeignForeign 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 UniversitUniversityy of South Carolina.

Compliance Officers in Charge of Consumer ComplianceCompliance:: 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 charchargege of consumer compliance matters, as described in the response to Item 3 above.

Jeremy Zierler:Zierler: Jeremy Zierler will serve as the manager of Enterprise Risk Management and Regulatory Relations for Truist Financial. Mr. Zierler joinedjoined SunTrust in 2017 and most recently has served as head of the EnterpriseEnterprise Risk Management and Regulatory Relations functions, where he and his team are responsible for operational risk, model risk, thithird-partyrd-party risk, stress testing and scenario analysianalysis,s, risk governance, aggregation and reporting, risk strategy and regulatory relations.

Prior to joiningjoining SunTrust, Mr. Zierler was the head of risk management and regulatory compliance for the Institutional Division at The Vanguard Group, Inc. Before Vanguard,Vanguard, he was a specialist in Enterprise Risk Management and SarbanesSarbanes-Oxley-Oxley compliancecompliance in the Federal Reserve System. Mr. Zierler also held positions with Citigroup and Moody'sMoody’s Investor Services.

He received a bachelor’sbachelor's degree in Business Administration from PaPacece University in New York and an MM.B.A..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.head. Mr. Zierler will report directly to Ellen Koebler, the Deputy Chief Risk Officer.

Jeremy Zierler ERM & Regulatory Relations

I I I I

Policy Managementolc aaee. RsD&SeaIoRisk ID & Scenario ERM Program & Regulatorylegatr&Exi & Exam Strategic Risk & Governance DesignDeinFramework Framework Management Analytics

Arnold EvansEvans:: Arnold Evans will be the manager of Enterprise Ethics Risk for Truist Financial. Mr. Evans joinedjoined SunTrust in 2005 and serveservess as Enterprise Ethics

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Officer, ensuring that SunTrust’sSunTrust'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 responsibilityresponsibility for the Bank’sBank's Commercial Banking activities, including relationshipsrelationships with for profit, not-not- for-profit,for-profit, governmental and education institutions.

Mr. Evans previously held similar responsibilities as president for SunTrust’sSunTrust's Jacksonville region. PriorPrior to joiningjoining the Commercial business in early 2014, he spent nine years building the Equity Originations Group at SunTrustSunTrust Robinson Humphrey in Atlanta, Georgia, and eight years in Equity Capital Markets at J.P. Morgan in New York City.

Mr. Evans alsalsoo completed eighteight-plus-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’sGeneral's StaffStaff Advisor in both domestic and iinternationalnternational assignments. He complcompletedeted his military serservicevice at the rank of Captain. Mr. Evans earned a bachelor'sbachelor’s degree from the United States Military Academy. He also earearnedned an M.B.A. and a JJ.D..D. from the UniversitUniversityy of Virginia.

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

Arnold Evans Enterprise Ethics Risk

Enterprise Deputy Ethics ComplaintsI IE Complaints Officer Management

Please see Confidential Exhibit D for additional responsive information.

For the requested information relaterelatedd to the CRA leadership of the combined organization, please see the response to Item 5 below.

5. 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 ddetailedetailed 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.Jeffries-Jones.

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Sharon Jeffries-Jones Chief Community Reinvestment Act Officer

II Engagement ManageI eten I IntatvscprainI I Group Director of Group Director of Director of CRA Director of CRA Director of CRA Community Community Director of CRA Data Compliance and Exam Programs and Experience and Development Development and Technology Management Initiatives Operations Engagement Engagement

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

* Community Development Engagement -– deploy human and financial resources that supportsupport 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 CRCRAA and community development data; and

* CRA Experience and Operations Management -– leadlead internalinternal and external communication of the enterprise CRA objectives and successes, including integration impacts on LMI penetration and product development efforts.

TruistTruist Bank will leverage the significant experience and expertise within thethe legacy banks'banks’ CRA programs, with an objective of continuing Branch Bank’sBank's Outstanding CRA ratings. The combination of the two entities will bring greater resources to bear. The futurefuture institution will be able to have more Community Development representatives in the marketmarket.. Currently, Branch Bank has Community Development Specialists covering multiple Rated Areas ((i.e.,i.e., state or multimulti-state-state MSA). Going forward, TruistTraist will ensurensuree 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 associateassociate,, designating one to West Virginia and one to Kentucky, allowing for a higherhigher-touch-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'sBank’s Regulatory Compliance team consisted of six individuals,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,groups, with additional experienced leadership and at least two additional fullfull-time-time employees.

Furthermore,Furthermore, Truist Bank will combine the resources of the two legacy banks devoted to community development investment and lending activity. BB&T resources managing lowlow-income-income housing taxtax credit (“("LIHTC")LIHTC”) investments will be combined into the legacy SunTrust Community Capital organization tthathat is a subsidiary of the commercial real estate group in SunTrust Bank. The combined expertise of SunTrust Community Capital in executing LIHTC and newnew-market-market tax credit transactions, both through lending and investment activities, and the legacy BB&T personnelpersonnel with expertise in managing targeted investmentsinvestments through sponsored LIHTC funds, will enable the combined institution to create an industryindustry-leading-leading specialty group to generate CRACRA-- qualifying loans and investments serving a broad range of community nneeds.eeds.

Sharon Jeffries-Jones:Jeffries-Jones: As noted, Sharon Jeffries-JonesJeffries-Jones will serve as the Chief CRA and Community Development Officer at Truist Financial. Ms. JeffriesJeffries-Jones-Jones will directly report to Ellen Fitzsimmons, the designated Chief Legal Officer and Head of Human Resources of Truist Financial. Ms. Jeffries-JonesJeffries-Jones is currently Executive Vice President and Director of Corporate Social Responsibility, CRA and Community Development for BB&T. She oversees BB&T’sBB&T's strategies for community development, CRA complcomplianceiance and investment efforts and is responsible for formalizingformalizing BB&T'sBB&T’s Corporate Social Responsibility framework. Ms. JeffriesJeffries-Jones-Jones is a 3939-year-year veteran of BB&T, and has held various leadership positions in Lending, Marketing, Wealth and Risk Management. Under her 1111-year-year leadership of the CRA Department, BB&T has received three consecutive Outstanding CRA ratings fromfrom the FDIC.

Ms. Jeffries-JonesJeffries-Jones currently serves on the Board of Directors for the National Association of Affordable Housing Lending, NorNorthth Carolina Community Development Initiative,Initiative, Habitat for Humanity of Forsyth County and Experiment in SelfSelf-Reliance,-Reliance, Inc. She also serves on two national CRA Committees: Community Bankers Association CRA Committee and National Community Reinvestment CoCoalition'salition’s Bankers Committee.

Ms. Jeffries-JonesJeffries-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 tthehe combined organization'sorganization’s CRA compliance framework and the senior leadership in the CRA and Community Development Department at Trust Financial.

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

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a. A commenter alleges that BB&TBB&T made a disproportionately lowlow numbernumber ofof home purchase loans toto AfricanAfrican American and HispanicHispanic borrowersborrowers inin thethe Houston Metropolitan Statistical AreaArea ("MSA"),(“MSA”), thethe NewNew YorkYork City MSA,MSA, and the Charleston, West Virginia,Virginia, MSA, as reflectedreflected inin datadata reported underunder the Home Mortgage Disclosure ActAct ofof 1975 forfor 2017.2017.

New York MSA.MSA. With respectrespect toto the "New“New YorkYork CityCity MSA,"MSA,” BranchBranch BankBank hashas only one branch -– in NewNew Egypt,Egypt, New Jersey -– inin thethe NewNew York-Newark-JerseyYork-Newark-Jersey City,City, NY-NJ-PANY-NJ-PA MSA, and thatthat branchbranch is near the borderborder of Burlington County,County, whichwhich is inin the Philadelphia-Camden-Wilmington,Philadelphia-Camden-Wilmington, PA-NJ-DE-MDPA-NJ-DE-MD MSA. BranchBranch BankBank hashas defineddefined the CRA assessment area in which thethe NewNew Egypt branchbranch isis locatedlocated toto includeinclude only thethe New Jersey counties in the NewNew York-Newark-JerseyYork-Newark-Jersey City,City, NY-NJ-PANY-NJ-PA MSA.MSA. GivenGiven BB&T'sBB&T’s assessment area determination for thethe NewNew Egypt branch,branch, thethe totaltotal HMDAHMDA applications for the 2017 reporting year werewere significantly greater thanthan whenwhen just just considering home purchase lending.lending. In thatthat year,year, BranchBranch Bank receivedreceived aa totaltotal of 6565 HMDA applications, including four from racialracial oror ethnicethnic minorities.'minorities.4

Based on the 2016 United States Census BureauBureau AmericanAmerican CommunityCommunity Survey, the NewNew Egypt, New Jersey demographics datadata reflectreflect thatthat thethe White-White- Non-HispanicNon-Hispanic population represents 97.6% of the total population.population. Accordingly,Accordingly, therethere areare aa veryvery limitedlimited number of potential minority mortgage loan applicantsapplicants inin anyany one year,year, as compared to the total population surrounding thethe NewNew EgyptEgypt branch.branch.

During 2017 through MayMay 31, 2019,2019, BranchBranch BankBank providedprovided grantsgrants totalingtotaling moremore than $502,000 to various NewNew JerseyJersey community organizations supporting housinghousing counseling, community development, economic growth, variousvarious financial literacyliteracy initiatives and community services toto populationspopulations inin need, manymany ofof whichwhich areare expectedexpected toto benefit minority residents and communities. Examples ofof suchsuch communitycommunity organizationsorganizations include:

* The LUCY organization, whichwhich has an establishedestablished and provenproven tracktrack recordrecord forfor giving youth in Camden, NewNew Jersey, thethe basic toolstools they needneed toto succeed in life. Youth in Camden lack thethe supportsupport systemsystem hadhad byby manymany of theirtheir peerspeers inin nearby suburban communities. Branch BankBank providedprovided funding andand humanhuman capitalcapital to clean and paint twotwo roomsrooms used forfor program-criticalprogram-critical collegecollege preparationpreparation courses and youth counseling. LUCY offers multi-lingual,multi-lingual, culturallyculturally sensitivesensitive services to low-incomelow-income Camden County youth andand youngyoung adults agesages 12-2512-25 andand their families.

* The Latin American EconomicEconomic Development Association,Association, Inc.Inc. ("LAEDA"),(“LAEDA”), toto support the continued offering of its EntrepreneurialEntrepreneurial Development TrainingTraining Program (“("EDTP").EDTP”). EDTP and its complementary programsprograms andand coursecourse offeringsofferings provides an alternate route to employmentemployment throughthrough thethe creationcreation ofof aa

4 Branch Bank's complete HMDA data for the New York-Newark-Jersey City - NY-NJ-PA MSA reflected 113 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 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 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. applicants in majority-minority census tracts for 2018.

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business. Wealth buildingbuilding through entrepreneurship hashas shown toto bebe a viableviable strategy in addressing persistent poverty,poverty, andand encouragingencouraging entrepreneurshipentrepreneurship inin economically disadvantaged communities hashas provenproven to helphelp individualsindividuals fromfrom variant educational, socio-economicsocio-economic and backgroundsbackgrounds toto prosperprosper financially.financially. TheThe LAEDA is a nonprofit economic development organization dedicated toto thethe creationcreation of small business ownership opportunitiesopportunities forfor all minorities,minorities, toto contributecontribute to thethe growth and success of small businessesbusinesses andand thethe developmentdevelopment ofof thethe locallocal marketplace.

* Daniel's Den Community Center, whichwhich bringsbrings a safesafe havenhaven forfor youthyouth intointo thethe inner-cityinner-city of Vineland, NewNew Jersey.Jersey. The goalgoal is to developdevelop thethe children'schildren’s truetrue potential via a diverse pipelinepipeline of dynamic programsprograms andand robustrobust community resources.

* The Helping HandsHands Food Pantry isis aa ministryministry of thethe ChristianChristian FellowshipFellowship Church of New Egypt. It provides foodfood andand clothing toto individualsindividuals and familiesfamilies livingliving inin poverty.

* Since 1989, the Housing and Community Development NetworkNetwork of NewNew JerseyJersey (the "Network")“Network”) has worked toto improve the environment forfor thethe workwork of community development corporations, and toto strengthen theirtheir capacity toto createcreate housing and revitalizerevitalize distressed neighborhoodsneighborhoods throughout NewNew Jersey.Jersey. TheThe Network is a statewide association ofof overover 250250 nonprofit housinghousing andand communitycommunity development corporations, individuals, professionalprofessional organizationsorganizations andand prominentprominent New Jersey corporations that support the creation ofof housinghousing choiceschoices andand economic opportunities for LMI community residents. The missionmission of thethe Network is to enhance the ability ofof membersmembers toto createcreate andand preservepreserve long-termlong-term affordable housing and build strong communities in NewNew JerseyJersey through:through: networking and support services, capacity buildingbuilding and resourceresource developmentdevelopment andand education and public policy advocacy. FundingFunding supported thethe Community Scholars ProgramProgram and Under One RoofRoof Conference.Conference. The CommunityCommunity ScholarsScholars program educates students on thethe roles,roles, responsibilityresponsibility andand functionfunction ofof nonprofitnonprofit community development organizations, throughthrough spending manymany hourshours on projectsprojects focusing on needs of LMI individuals, includingincluding housing,housing, food access andand renter'srenter’s rights.

During such time period,period, Branch Bank employeesemployees engaged in 3838 communitycommunity development service initiatives, which focused onon financialfinancial educationeducation forfor adults,adults, youth,youth, and services for underserved populations. Examples ofof suchsuch communitycommunity developmentdevelopment service activities of BranchBranch Bank employees include:

* Provided financial education in thethe AtlanticAtlantic City, NJNJ MSA, usingusing "The“The BenefitBenefit ofof Financial Wellness"Wellness” and "Your“Your FinancialFinancial WellnessWellness BB&T@WorkBB&T@Work -- 55 Tips"Tips” toto employees of a department store. AttendeesAttendees includedincluded retailretail salespersons;salespersons; first-linefirst-line supervisors of retail sales workers; laborers and freight, stock,stock, andand materialmaterial movers; and cashiers, all of whom earned LMI wages.

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* Participated at a BankBank Bus event in the Camden, NJNJ MSA, pullingpulling freefree credit reportsreports for low-incomelow-income clients ofof HabitatHabitat for HumanityHumanity BurlingtonBurlington County andand reviewing their credit reportreport one-on-one,one-on-one, so participantsparticipants wouldwould understandunderstand howhow toto improve their credit score to qualify andand receivereceive affordableaffordable housing.housing.

* ProvidedProvided a "Banking“Banking on Your SuccessSuccess - BankingBanking Basics,Basics, Family BudgetingBudgeting andand Becoming a Homeowner"Homeowner” financial literacy session forfor individualsindividuals involvedinvolved inin aa nonprofit alcoholism treatmenttreatment programprogram in thethe AtlanticAtlantic City,City, NJNJ MSA.MSA . HendricksHendricks House, Inc. is licensed byby thethe Department of Human ServicesServices andand isis contractedcontracted with the Division of MentalMental Health and Addiction Services as a fee-for-servicefee-for-service provider. The organization is contracted withwith the eight southern NewNew JerseyJersey counties to provideprovide substance useuse disorder treatmenttreatment for theirtheir indigent residentsresidents inin need, with thethe Mutual AgreementAgreement Program, DrugDrug Court, WorkWork First,First, South JerseyJersey Initiative and DUI programs.programs.

* ProvidedProvided "Bank“Bank On Your Success - Basic Banking"Banking” financialfinancial educationeducation forfor thethe clients of Pathstone inin Vineland,Vineland, NewNew Jersey.Jersey. PathStonePathStone offersoffers aa numbernumber ofof services to LMI residents,residents, including:including: delivering emergencyemergency servicesservices toto assistassist individuals and families in crisis toto achieve safetysafety and stability;stability; providingproviding qualityquality career and employment services;services; and creatingcreating opportunities forfor peoplepeople toto livelive andand work in thriving, diverse communities from whichwhich theythey cancan createcreate familyfamily assetsassets and access robust community services. PathStonePathStone deliversdelivers emergencyemergency servicesservices toto assist individuals and families in crisis toto achieve safetysafety andand stability.stability. SupportSupport services,services, which enable individuals to pursuepursue educationeducation andand employment,employment , include:include: foodfood pantrypantry and nutritionnutrition services,services, emergencyemergency housinghousing andand utilityutility assistance,assistance, emergencyemergency transportation,transportation, English-as-a-secondEnglish-as-a-second languagelanguage education,education , booksbooks andand suppliessupplies for education,education, clothingclothing and toolstools forfor employment.employment.

* Led classes of students in the Camden, NJNJ MSA through aa wrap-upwrap-up activity atat Willingboro High School, as partpart of BB&T'sBB&T’s FinancialFinancial Foundation'sFoundation’s EverFiEverFi program. More than 65% of thethe school'sschool’s studentsstudents are eligibleeligible forfor thethe freefree lunchlunch program.

* Provided financial literacy toto clients of OaksOaks Integrated Care, whichwhich providesprovides after-schoolafter-school care to at-riskat-risk youthyouth in Trenton,Trenton, NewNew Jersey.Jersey. OaksOaks IntegratedIntegrated CareCare provides homeworkhomework help, social services, extracurricularextracurricular activities,activities, nutritionalnutritional services, etc. to the children inin thethe program.program. The organization is aa private,private, nonprofit organization dedicated to improvingimproving thethe quality ofof lifelife forfor vulnerablevulnerable adults, children and families throughout NewNew Jersey.Jersey. *  Led financial literacy session for individualsindividuals reenteringreentering society fromfrom prisonprison inin thethe Vineland, NJ MSA.MSA. The employees helpedhelped departing inmatesinmates graspgrasp aa betterbetter understanding of finance. One employee hashas conductedconducted multiplemultiple sessions withwith GEO Reentry Services, withwith an increasingincreasing numbernumber ofof attendeesattendees participatingparticipating eacheach time. Topics focus primarily on credit, andand howhow toto useuse itit strategicallystrategically (how(how toto repair and rebuildrebuild credit, etc.), how toto buy a homehome and howhow toto developdevelop andand adhereadhere to a budget. GEO Reentry Services delivers evidence-basedevidence-based treatmenttreatment andand

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supervision programsprograms for adult probationers,probationers, paroleesparolees andand pretrialpretrial defendantsdefendants inin residential, in-prison,in-prison, and non-residentialnon-residential reentryreentry centers. AtAt thethe core ofof GEOGEO Reentry'sReentry’s treatment and trainingtraining is cognitive-behavioralcognitive-behavioral therapy,therapy, intendedintended toto change criminal attitudes, social skills andand interpersonal problem-solving.problem-solving.

* Provided homeownership education in partnershippartnership withwith NeighborhoodNeighborhood HousingHousing Services of Camden, Inc. ("NHSC").(“NHSC”). The nonprofitnonprofit waswas establishedestablished inin 1988 asas aa 501(c)(3)3501(c)(3)3 nonprofit,nonprofit, U.S. DepartmentDepartment ofof HousingHousing andand UrbanUrban Development-Development- certified, community-basedcommunity-based housing developmentdevelopment corporation.corporation. UnderUnder its "New"New 21st Century Direction," NHSCNHSC provides homehome ownershipownership counselingcounseling servicesservices toto LMI and median-income,median-income, first-timefirst-time home buyersbuyers in CamdenCamden City,City, throughoutthroughout Southern NewNew Jersey and in the Delaware Valley.Valley.

Charleston, West VirginiaVirginia MSA.MSA . AsAs ofof thethe 2010 USUS CensusCensus Report,Report, thethe Charleston, West VirginiaVirginia MSA (the "Charleston“Charleston MSA")MSA”) waswas comprisedcomprised ofof approximately 90% WhiteWhite Non-HispanicNon-Hispanic residents.residents. Accordingly, therethere areare a veryvery limitedlimited number of potential minority mortgage loan applicantsapplicants in anyany one year,year, as compared toto the total population. WhileWhile Branch BankBank received one minority applicationapplication out ofof 113 total HMDA applications forfor home purchasepurchase loans, inin 2017,2017, BranchBranch Bank'sBank’s completecomplete HMDA data for this market reflectedreflected 300 totaltotal HMDA applications withwith 18 minorityminority applicants.applicants.

Branch Bank has served the needs of minorityminority and LMILMI residentsresidents andand communities through its other CRA activities. During 20172017 throughthrough MayMay 31,31, 2019,2019, Branch Bank provided community development loansloans and qualifiedqualified investmentsinvestments andand grants in the Charleston MSAMSA totalingtotaling $40,436,801, muchmuch of which benefitedbenefited LMILMI andand minority residents and communities andand other underservedunderserved populations.populations.

Examples of BranchBranch Bank'sBank’s community development loans andand qualified investments or grants in thethe Charleston MSA (or broaderbroader statewide areaarea benefitingbenefiting thosethose in thethe Charleston MSA) include:include:

* $5 million contribution commitment toto support thethe establishmentestablishment ofof thethe WestWest Virginia DrugDrug Intervention InstituteInstitute at thethe UniversityUniversity ofof CharlestonCharleston (the(the "Institute"),“Institute”), in connection with thethe UniversityUniversity of Charleston. BB&TBB&T convenedconvened a leadership teamteam comprising several current and formerformer corporate boardboard membersmembers to tackletackle thethe growing opioid crisis in WestWest Virginia.Virginia. The epidemic reachesreaches every corner of the country but is particularlyparticularly ravaging more ruralrural areas.areas. WestWest VirginiaVirginia residentsresidents struggling withwith opioid abuse have a more difficult timetime getting help,help, andand the available services are notnot alwaysalways coveredcovered byby MedicaidMedicaid oror insurers,insurers, whichwhich disproportionatelydisproportionately affects low-incomelow-income people.people. The goalgoal ofof thethe InstituteInstitute isis toto supplement federal, state and locallocal efforts in reducingreducing opioidopioid deathsdeaths and drugdrug useuse in West Virginia.

* $10,000 grant to Charleston Main StreetStreet ("CMS"),(“CMS”), an economiceconomic development organization focused on thethe revitalization of thethe EastEast End andand WestWest SideSide ofof Charleston. CMS works to restore historic properties, recruit locallocal business,business,

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attract and retain entrepreneurs, and marketmarket the districts throughthrough destinationdestination events and projects. BB&T funding willwill help capitalize CMS'sCMS’s pilotpilot program,program, CWVenture, a small businessbusiness microloan programprogram thatthat providesprovides smallsmall startupstartup or expansion loans that range from $500 toto $5,000 for qualified smallsmall businessesbusinesses with anannualnual gross revenues of less than $1 millionmillion or areare located inin an LMILMI censuscensus tract. InIn addition, BB&T employees serve onon CMS'sCMS’s committee,committee, whichwhich createdcreated the CWVenture program.program.

* $2,000,000 credit line toto a Critical AccessAccess HospitalHospital located in BooneBoone County,County, anan Appalachian Regional Commission designed distressed county,county, a programprogram thatthat focuses on providing needed publicpublic services toto thethe region'sregion’s poorestpoorest counties.counties. Commissioned in 1964 thethe hospital providesprovides residentsresidents ofof BooneBoone and surroundingsurrounding counties acute short-termshort-term and outpatient care. The largest-everlargest-ever clustercluster ofof minersminers affected by advanced black lung disease hashas beenbeen tallied in centralcentral Appalachia.Appalachia. This hospital opened its BlackBlack LungLung Center in FebruaryFebruary of 20182018 and inin lessless thanthan four months testedtested its 100th patient. Prior to this,this, personspersons hadhad toto drivedrive toto locations in other states, suchsuch asas Virginia,Virginia, toto receive thethe necessarynecessary testing.testing.

* $200,000 line of credit toto a Charleston missionmission toto assist inin supportingsupporting theirtheir working capital needs and fluctuations in giving need.need. TheThe missionmission hashas beenbeen helping the needyneedy of West Virginia sincesince 1911. BB&T associates partnerpartner withwith thethe mission to provideprovide financial education toto customerscustomers toto promotepromote financial stabilitystability and work towards self-sufficiency.self-sufficiency.

* $1.5 million line of credit to continuecontinue fundingfunding renovationsrenovations toto one ofof Charleston'sCharleston’s largest facilities dedicated toto the arts and sciencessciences andand one ofof thethe mostmost ambitiousambitious economic, cultural and educational undertakingsundertakings inin WestWest Virginia.Virginia. InIn 2015,2015, through a new capital campaign,campaign, thethe organizationorganization embarkedembarked on a massivemassive renovation program.program. According to thethe WV News,News, sincesince thatthat timetime attendanceattendance hashas close to doubled.

* $200,000 line of credit for a Charleston area YWCA toto support thethe provisionprovision ofof programs and services thatthat foster self-sufficiencyself-sufficiency for thethe disadvantaged,disadvantaged, includingincluding the organization'sorganization’s shelter for homelesshomeless womenwomen & families.families. The sheltershelter providesprovides emergency shelter and supportive services around the clock, every dayday ofof thethe yearyear for homeless single women,women, women withwith children, men withwith custodycustody ofof theirtheir children and intact families. In 2018, BB&TBB&T providedprovided aa $20,000$20,000 grantgrant toto supportsupport services at the shelter. This facility offers aa secure, healthyhealthy environmentenvironment withwith crisis intervention, case management and counseling toto helphelp individualsindividuals achieveachieve long-termlong-term selfself-sufficiency.-sufficiency. Job education and job-readinessjob-readiness trainingtraining isis alsoalso offered.

Branch Bank also has actively engaged in community development servicesservices inin thethe Charleston MSA, including for support of community servicesservices toto underservedunderserved populations and aaffordableffordable housing, economic development, and revitalizationrevitalization oror stabilization activities. Examples of such community developmentdevelopment servicesservices activitiesactivities byby Branch Bank employee in the Charleston MSA include:

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* Participated in a VITA Bank Bus Event in conjunctionconjunction withwith thethe UnitedUnited WayWay ofof Central West Virginia ("UWCWV").(“UWCWV”). Twenty percentpercent ofof UWCWV'sUWCWV’s fundingfunding isis allocated to initiatives and efforts that promote financial stabilitystability and independence. UWCWV works toto move peoplepeople out ofof povertypoverty permanentlypermanently byby equipping themthem with thethe knowledge of how toto keepkeep moremore ofof whatwhat theythey earn,earn, andand providing the toolstools and training neededneeded toto get and keepkeep betterbetter jobs jobs andand beginbegin building assets. UWCWVUWCWV volunteers preparedprepared ninenine tax returns,returns , andand BranchBranch BankBank employees werewere on hand to helphelp interestedinterested persons obtain a copycopy andand reviewreview credit reports,reports, provide tipstips for improving credit andand assist withwith unclaimedunclaimed property searches.

* Participated in the Charleston-KanawhaCharleston-Kanawha Public HousingHousing AuthorityAuthority // BB&TBB&T VITAVITA Bank Bus eventevent and partneredpartnered with thethe locallocal EarnedEarned IncomeIncome TaxTax CreditCredit CoalitionCoalition to offer free income taxtax preparationpreparation assistanceassistance andand financial education toto residentsresidents of the Orchard Manor public housing communitycommunity located at 900900 GriffinGriffin DriveDrive inin Charleston, a moderate-income,moderate-income , majority-minoritymajority-minority census tract.tract.

* ConductedConducted a "Bank“Bank on Your Success Family Budgeting"Budgeting” workshopworkshop forfor 15 menmen recovering from drug & alcohol abuse at thethe KanawhaKanawha ValleyValley FellowshipFellowship HomeHome (the "Home").“Home”). The HomeHome serves as a transitionaltransitional homehome for menmen whowho areare seriousserious about their recovery fromfrom alcohol and substance abuse.abuse. ServicesServices are offeredoffered toto allall residents of the state, butbut focus has beenbeen in Kanawha andand surrounding counties. Programs include thosethose that help residentsresidents buildbuild independent living skills andand learn jobjob skills to become a wage earner.earner.

* SServederved on thethe conference planning committee for thethe 20182018 WestWest VirginiaVirginia Affordable Housing Conference held on SeptemberSeptember 19-21,19-21, 2018,2018, inin Charleston,Charleston, serving as a moderator for the Housing & Domestic Violence panel,panel, aa presenterpresenter for CRA a PracticalPractical DiscussionDisc ussionfor for BanksBanks andand Nonprofits,Nonprofits, andand aa panelpanel presenterpresenter for Find Your Fit: Financing Your HousingHousing Development.Development. BranchBranch BankBank waswas alsoalso a $5,000 sponsor of the event.

* Served as boardboard members for Habitat forfor HumanityHumanity ("Habitat"),(“Habitat”), whichwhich helpshelps families become homeowners and builds simplesimple affordableaffordable housinghousing for low-low- income and minority families.families. Habitat's mission isis toto provideprovide familiesfamilies currentlycurrently in substandard housing the opportunity toto work towardtoward homehome ownership. "Sweat“Sweat equity"equity” and low-low- to no-interestno-interest loans areare pillarspillars of Habitat'sHabitat’s program.program. BranchBranch Bank employees also offer a Master HomeownershipHomeownership curriculumcurriculum toto newnew ownersowners of Habitat homeshomes and to local community members.members.

* Volunteered and provided financial literacy education atat The AnchorAnchor of Ten-UpTen-Up Ministries, a half-wayhalf-way or sober living house for those recoveringrecovering fromfrom drugdrug andand alcohol abuse. The financial education includedincluded budgetingbudgeting information, establishing and re-establishingre-establishing credit, with freefree credit reportsreports providedprovided toto each participant. Sober living homeshomes givegive thosethose recovering fromfrom addictionaddiction aa safe, stable and relativelyrelatively low-costlow-cost placeplace toto live.

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* Provided financial education on "Becoming“Becoming a Homeowner,"Homeowner,” toto residentsresidents ofof thethe LIHTC project,project, Recovery Point ofof Charleston,Charleston, aa 501(c)3501(c)3 nonprofitnonprofit organization offering addictionaddiction recovery services atat no cost. ResidentsResidents contributecontribute toto theirtheir roomroom and board in ways such as food preparation, housekeeping,housekeeping, buildingbuilding and groundsgrounds maintenance, security, peer-mentoring,peer-mentoring, teaching, etc.

* Participated in the annual MinorityMinority BusinessBusiness Expo inin Charleston byby offering smallsmall business services. The goals of thethe ExpoExpo are toto support equal employment opportunities, small and disadvantaged businesses,businesses, andand diversity andand inclusion,inclusion, including for historically under-representedunder-represented communities,communities, toto improve thethe liveslives ofof all West Virginians.Virginians.

* ProvidedProvided financial education toto students participatingparticipating in thethe Charleston JobJob CorpsCorps program. The Job Corps program is a no-costno-cost educationeducation andand careercareer technicaltechnical training programprogram administered byby thethe U.S.U.S. DepartmentDepartment of Labor thatthat helpshelps youngyoung people ages 16 toto 24 improve the quality of their lives throughthrough careercareer technicaltechnical and academic training.

* Provided the "Bank“Bank on Your Success BankingBanking Basics"Basics” modulemodule toto eighteight residentsresidents at the UnionUnion Mission-Brookside,Mission-Brookside, which is a residentialresidential programprogram forfor singlesingle womenwomen with children and single mothers-to-be.mothers-to-be. UnionUnion MissionMission hashas beenbeen a ready,ready, activeactive hand of help to the needy of West Virginia.Virginia. The organization'sorganization’s missionmission includesincludes ministeringministering to thethe physical needs ofof thethe downtrodden.downtrodden.

Houston, Texas MSA.MSA . For responsiveresponsive information concerningconcerning thethe Houston,Houston, Texas MSA, please see the response to ItemItem 7.e.7.e. below.below. b. Commenters allege that the proposal wouldwould createcreate aa largerlarger bankbank focusedfocused onon issues that are national in scope. Because ofof this,this, commenterscommenters allege thatthat thethe resulting institution wouldwould be lessless responsive to the needs ofof thethe locallocal communities in which the banks currently operate, includingincluding for exampleexample inin Luzerne County, Pennsylvania.

Both BB&T and SunTrust are deeplydeeply intertwinedintertwined withinwithin their local communitiescommunities through a wide variety of programsprograms and managementmanagement structures thatthat areare designeddesigned toto bebe responsive to,to, and even anticipate thethe needs of, local communities. ThereThere isis nono intentionintention to change thethe focus of Truist Financial away from itsits local communities. AsAs willwill bebe discussed below, Truist intends to continue itsits strong community focus and presence.presence.

Responsiveness and engagement withwith local businessesbusinesses andand communitiescommunities isis oneone ofof Branch Bank'sBank’s and SunTrust’sSunTrust's highest prioritiespriorities and thatthat willwill continuecontinue atat TruistTruist Financial. This commitment is shown and implemented throughthrough BranchBranch Bank'sBank’s Community Banking structure which drives and supportssupports its customer-centriccustomer-centric strategy.strategy. Senior management officials selected for the combined organization havehave decided toto adopt this Community BankingBanking strategy forfor TruistTruist Bank followingfollowing closureclosure of thethe Proposed Transaction.

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Branch Bank'sBank’s Community BankingBanking structure currently isis organizedorganized intointo 2020 regions with each led byby a Regional PresidentPresident -– thethe chief integratorintegrator -– whowho isis empoweredempowered to do thethe right thing for thethe customer. The number and definition of thethe CommunityCommunity Banking regions following closure of thethe ProposedProposed Transaction is underunder developmentdevelopment atat this timetime butbut will bebe consistent with thethe adopted CommunityCommunity BankingBanking structure.structure. TheThe Regional President is primarilyprimarily responsible for intense focus on local communitiescommunities withinwithin the region and community involvement. BB&TBB&T believesbelieves thethe CommunityCommunity BankingBanking structure benefits its customers by:

* Giving voice to the customer;

* Providing local, visible leadership;

* Empowering local decision-making;decision-making;

* Building partnerships across the bank;bank; andand

* Enabling directly responsive efforts to thethe local communitycommunity needs.needs.

In addition toto its Regional Presidents,Presidents, Branch Bank deliversdelivers itsits ValueValue PromisePromise through its Market Presidents.Presidents. The ValueValue PromisePromise is howhow BranchBranch BankBank conveysconveys toto itsits customers the differentiating value of the bank,bank, howhow Branch BankBank uncoversuncovers customercustomer needs and its commitment to customers. Each of Branch Bank'sBank’s 140 MarketMarket PresidentsPresidents drives the Community BankingBanking structure to thethe locallocal markets.markets. ThisThis leadership structurestructure fosters higher-touchhigher-touch engagement withwith communities and locallocal businessesbusinesses acrossacross thethe bank'sbank’s footprint, and Truist Bank willwill provide coverage inin eacheach marketmarket asas BranchBranch BankBank does today.

Branch Bank'sBank’s Market Presidents engage the community bothboth directly andand through local advisory boards. Branch Bank hashas 140 activeactive locallocal advisoryadvisory boardsboards withwith more than 1,2001,200 total members across the footprint. BranchBranch BankBank takestakes aa balancedbalanced approach in the board member selection byby engagingengaging businessbusiness ownersowners andand communitycommunity leaders that represent thethe needs of thethe communities thethe bankbank serves.serves. TheThe locallocal advisoryadvisory board program complements and supports thethe Community BankBank structure byby providingproviding closeclose ties with, and regular feedback from, a cross-sectioncross-section ofof eacheach community.community. SunTrustSunTrust maintains a similar advisory council structure withwith 3030 local community councils comprising over 375 different members, and combiningcombining thesethese advisoryadvisory councils toto engage withwith communities across thethe combined footprint willwill strengthenstrengthen andand maintainmaintain thethe local connectedness to thethe communities Truist BankBank will serve.

To best meet the needs of its underservedunderserved communities,communities , BranchBranch BankBank hashas alsoalso established community development councilscouncils inin marketsmarkets throughout itsits footprint. TheThe purpose of these councils is to advise Branch BankBank on critical needsneeds thatthat are impactingimpacting itsits communities, as well as provideprovide suggestions for solutions thatthat cancan support addressing those needs. Truist BankBank will continue this practicepractice ofof hostinghosting regionalregional councils.councils. Additionally, Truist BankBank will form a CommunityCommunity AdvisoryAdvisory BoardBoard thatthat willwill reviewreview andand

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discuss progress regarding thethe bank'sbank’s Community BenefitsBenefits Plan'sPlan’s goals andand objectives,objectives, as well as provide input to thethe institution on impactful and innovativeinnovative effortsefforts toto address community needs. The Community Advisory Board willwill bebe diversediverse inin bothboth geographicgeographic representation and missionmission of organizations, and will includeinclude appropriateappropriate representationrepresentation to provide input on the combined institution'sinstitution’s ruralrural strategy.

BB&T'sBB&T’s mission is toto make thethe worldworld a betterbetter placeplace byby helpinghelping itsits customers,customers, employees, communities and shareholders achieve theirtheir financialfinancial objectives.objectives . AA significant example of thisthis mission inin action is the involvement ofof itsits employeesemployees inin thethe BB&T Lighthouse Project in each of Branch Bank'sBank’s communities. BankBank leadershipleadership provides the funding and time away from work for employeesemployees to selectselect a humanitarianhumanitarian projectproject and work as a team for a day to support aa local need.

BB&T is excited toto joinjoin withwith SunTrust to deependeepen thethe combinedcombined organization'sorganization’s engagement with each of thethe communities servedserved byby thethe legacylegacy banks.banks. TruistTruist BankBank willwill be able bring more benefits toto each market throughout the Community BankingBanking structure.structure. c. Commenters allege that both SunTrust andand BB&TBB&T have not donedone enoughenough toto meet the credit and banking needsneeds of the unbanked andand underbanked, particularly in the South.

Both Branch Bank and SunTrust have demonstrated long-standinglong-standing commitmentscommitments to serving their communities, includingincluding LMILMI individualsindividuals and communities.communities. TruistTruist BankBank will continue the strong CRA performanceperformance legacies of Branch BankBank andand SunTrustSunTrust Bank.Bank. Branch Bank and SunTrust BankBank offer first-ratefirst-rate customer service and aa fullfull rangerange ofof products and services, including a broadbroad range ofof depositdeposit and loanloan programsprograms thatthat benefitbenefit small business and LMI customers and communities, areare actively engagedengaged inin communitycommunity development lending and investment activitiesactivities and provideprovide extensive communitycommunity development services. Consistent withwith Branch Bank'sBank’s and SunTrust Bank'sBank’s historyhistory ofof CRACRA excellence, Truist Bank willwill continue toto operate inin compliance withwith thethe letterletter and spirit of the CRA. The CRA leadership and frameworkframework for TruistTruist BankBank havehave beenbeen determined, with thethe intent of combining favorable elementselements ofof thethe legacy banks'banks’ CRACRA programs toto create an enhanced CRA programprogram thatthat meetsmeets thethe needsneeds of all thethe communitiescommunities served. Truist BankBank will prioritizeprioritize itsits activities toto achieveachieve "Outstanding"“Outstanding” CRA performance ratings.

Branch Bank

To assist in meeting thethe needs of the unbankedunbanked and underbanked,underbanked, BranchBranch BankBank offers a full range of loan and deposit products,products, including numerousnumerous affordable homehome mortgage programs, government-sponsoredgovernment-sponsored loan programsprograms forfor homehome mortgagemortgage borrowersborrowers and small businesses, affordable deposit products forfor small businessesbusinesses andand nonprofitnonprofit organizations and low-costlow-cost deposit productsproducts for consumers. BranchBranch Bank'sBank’s website,website, which is available in both Spanish and English, providesprovides free financial education resources for consumers and small businesses to assistassist withwith moneymoney managementmanagement and financial goals.

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In addition toto its variety of affordable products,products, BranchBranch BankBank andand its employeesemployees provideprovide extensive support toto nonprofits,nonprofits , aiming toto promotepromote asset buildingbuilding andand improveimprove long-termlong-term economic stability.

Branch Bank partners closely with aa varietyvariety of community-basedcommunity-based organizationsorganizations throughout its footprint toto assist in VolunteerVolunteer IncomeIncome Tax AssistanceAssistance ("VITA")(“VITA”) events,events, conducting education and outreach efforts to informinform personspersons about thethe benefitsbenefits ofof usingusing mainstream financial services to help them make informed financial decisions,decisions, buildbuild assists and encourage relationships. The VITAVITA programprogram isis sponsoredsponsored byby thethe InternalInternal Revenue Service and offers free tax help toto taxpayers who generally makemake $55,000$55,000 oror less, taxpayers with disabilities and limited English speaking taxpayerstaxpayers whowho needneed assistance in preparing theirtheir own taxtax returns. DuringDuring manymany events, BranchBranch Bank'sBank’s BankBank Bus serves as a mobile bankingbanking and education unit,unit, providingproviding internet accessaccess toto assistassist participants with money management efforts, such as online financial educationeducation and obtaining free credit reports.reports.

Since January 2017, the beginningbeginning of Branch Bank'sBank’s current exam period,period, thethe bank has held several VITA Bank Bus events in conjunction withwith thethe EastEast DurhamDurham Children'sChildren’s Initiative, Guilford Child Development, the UnitedUnited WayWay ofof GreensboroGreensboro andand Passage Homes Raleigh. InIn Georgia, thethe bankbank hostedhosted VITAVITA BankBank BusBus eventsevents inin Baldwin,Baldwin, Bibb and Fulton Counties,Counties, conducting "Credit“Credit 101,”101," an onlineonline programprogram thatthat educateseducates participants on how to obtain, read and understand their credit reports.reports.

VITA Bank Bus eventsevents also were conductedconducted withwith severalseveral UnitedUnited WayWay chapterschapters inin Virginia, and also a number of community action agencies, includingincluding HamptonHampton Roads,Roads, Lynchburg, and Appalachian Community Action.Action. In Florida, events werewere heldheld inin MiamiMiami in partnershippartnership with Branches, a nonprofitnonprofit thatthat focuses on family financialfinancial wellness,wellness, andand inin conjunction with a Tampa-basedTampa-based Community DevelopmentDevelopment Corporation.Corporation.

BB&T employees work closely with aa numbernumber ofof otherother initiatives toto supportsupport individuals'individuals’ and families'families’ access toto safe and affordableaffordable bankingbanking products,products, inin orderorder toto begin building assets and financial security. AssetAsset buildingbuilding coalitionscoalitions consist ofof private,private, public and nonprofit organizations that work toto raise awareness aboutabout thethe problemproblem ofof asset poverty and develop waysways to addressaddress thethe problem.problem. AlabamaAlabama AssetAsset BuildingBuilding Coalition was a VITA BankBank Bus event partnerpartner for a recent 20192019 VITAVITA eventevent heldheld in Birmingham; also, a Branch BankBank Community DevelopmentDevelopment Specialist serves on thethe coalition'scoalition’s Board of Directors. Branch BankBank associates have workedworked withwith aa numbernumber ofof these organizations in a similar capacity, such as serving on thethe BoardBoard ofof DirectorsDirectors forfor thethe LouisvilleLouisville Asset Building Coalition and a Planning and Logistics CommitteeCommittee forfor thethe Southeast Georgia AssetAsset Coalition.

Branch BankBank also supports aa numbernumber ofof BankBank On coalitionscoalitions throughoutthroughout itsits footprint. The programsprograms are established by locallocal governments liaising withwith bank,bank, regulatory and nonprofitnonprofit organization partners,partners, toto expand bankingbanking accessaccess for thethe unbanked and underbanked.

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AtAt a local level, Branch BankBank and its associatesassociates support manymany community-basedcommunity-based organizations which are mission-drivenmission-driven to assistassist thethe unbanked and underbankedunderbanked population achieve economic security. AA few examplesexamples include:include:

* In North Carolina, BranchBranch Bank'sBank’s DirectorDirector ofof CRACRA andand CommunityCommunity DevelopmentDevelopment serves on the Advisory BoardBoard of Experiment in SelfSelf RelianceReliance ("ESR"),(“ESR”), anan organization that provides holisticholistic support for economic self-relianceself-reliance forfor working,working, low-incomelow-income persons.persons. Branch Bank providedprovided aa $25,000 grantgrant toto ESRESR toto assist inin underwriting costs for participants ofof ESR'sESR’s NewNew CenturyCentury IndividualIndividual Development AccountAccount ("IDA")(“IDA”) Wave 40,40, a savings program designeddesigned toto helphelp persons build assets and financial capacity. Participants areare assignedassigned a SuccessSuccess Coach that helps them navigate a comprehensivecomprehensive program of financialfinancial education and tailor a schedule of matched savings.

* In 2017, a BB&T associate served on the AccessAccess and FinancialFinancial Education Committees of the AustinAustin AllianceAlliance for EconomicEconomic InclusionInclusion ("AEI").(“AEI”). AEIAEI members support the goal of promotingpromoting thethe widespreadwidespread availabilityavailability andand useuse ofof safe, affordable and sustainable financialfinancial productsproducts from insuredinsured depository institutions thatthat help people achieve financialfinancial stabilitystability and buildbuild wealth.wealth.

* RAISERAISE Texas worksworks across multi-sectors,multi-sectors, providingproviding financialfinancial support,support, resourcesresources and technical expertise throughout Texas toto expand economic opportunityopportunity byby supporting local, state and federal asset-buildingasset-building policies.policies. BranchBranch BankBank providedprovided a $20,000 organization grant to RAISERAISE Texas,Texas, in partpart to supportsupport aa children'schildren’s savings account pilotpilot programprogram connecting savings accounts forfor collegecollege and financial education. During 2017, the bank'sbank’s Community DevelopmentDevelopment Specialist served on thethe boardboard of thisthis statewide organization.organization.

* The CASH Campaign of Maryland ("CASH")(“CASH”) promotespromotes economiceconomic advancementadvancement for lower-incomelower-income personspersons and families in Baltimore and acrossacross Maryland.Maryland. CASHCASH accomplishes its mission throughthrough operating aa portfolioportfolio of direct serviceservice programs,programs, building organizational and field capacity,capacity, andand leading policypolicy andand advocacyadvocacy initiatives toto strengthen family economic stability. MoneyMoney PowerPower Day®Day® isis aa freefree eventevent dedicated to helpinghelping peoplepeople boostboost theirtheir financial well-being.well-being. BranchBranch BankBank employees werewere on hand at this event toto discuss bankingbanking productsproducts andand services.services. At the Prince George'sGeorge’s County CASH Campaign 20182018 FinancialFinancial Fair,Fair, aa BranchBranch Bank associate participatedparticipated as a Spanish language instructorinstructor forfor thethe "Banking“Banking Basics -– BankingBanking 101”101" workshop for personspersons attending thethe event.event.

SunSunTrust Trust BankBank

To assist in meeting thethe needs of the unbankedunbanked and underbanked,underbanked, SunTrustSunTrust BankBank offers a full range of loan and deposit products.products. Services include numerousnumerous affordableaffordable home mortgage programs, government-sponsoredgovernment-sponsored loan programsprograms for homehome mortgagemortgage andand small business borrowers,borrowers, affordable deposit productsproducts for small businessesbusinesses andand nonprofitnonprofit organizations as well as low-costlow-cost depositdeposit productsproducts for consumers. SunTrust Bank'sBank’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 launchelaunchedd in 2016, more than 4.7 million people have taken an action toward financial confidence through SunTrust’sSunTrust's community and business programs, tailored customercustomer conversations, the onUp.com website, and teammate financial wellness initiatives.

Additionally, SunTrust Bank and its team members provide support to nonprofitsnonprofits and individuals aiming to promote asset building, financial confidence and improve long-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.Georgia. As noted, Bank On is a communitycommunity-wide-wide campaign to encourage underbanked and unbanked individuals and families to open and maintain checking and savinsavingsgs 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 orderorder to support Bank On'sOn’s goal of increasing increase access to financial services.

SunTrust Bank partners with a variety of communitycommunity-based-based organizations throughout its footprint to assist in VITA events. Team members conduct educational and outreach effeffortsorts 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 comcommunitymunity service hours participating in VITA events in Florida, Georgia, North Carolina, South Carolina, Tennessee and Virginia.

The SunTrust Bank teamteam works closely with local community partners to support individuals gaining access to banking services anandd build financial success through the utilizationutilization of IDAsIDAs.. IDA programs are established to encourage a pattern of regular savings assisting LMI families in accumulating wealth, becoming self-sufficientself-sufficient and fully entering the economic mainstream. In additadditionion to offering feefee-waived-waived savings accounts, SunTrust bankers provide financial and homebuyer education workshops, money managementmanagement classes and support to assist participants in accomplishing their financial goals. CurrentlyCurrently,, SunTrust partners with 1010 nonprofitnonprofit organizations in providing IDA accounts to 469 participants in Florida, Georgia, Tennessee and North Carolina.

At a local level, SunTrustSunTrust Bank and its team members support many communitycommunity-- based, mission driven organizations to assist the unbanked and underbanked population achieve economic security. The following are a few examples:

* In Hampton Roads, Virginia,Virginia, SunTrust BankBank's’s Community Development Manager serves on the Hampton Roads Bank On CoCommittee.mmittee. The program offers 10 monthly training workshops,workshops, encouraging participants to take the financial challenge of increasing income, growing savings, reducing debt, building up their

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credit score and protecting assets. Training isis combinedcombined withwith individualindividual coachingcoaching sessions designed to buildbuild aa financialfinancial planplan centeredcentered on meetingmeeting participant'sparticipant’s goals and dreams. In addition toto teammates servingserving as coaches and financialfinancial educationeducation instructors, SunTrust Bank has providedprovided a totaltotal of $15,000 in fundingfunding toto supportsupport Hampton Road'sRoad’s overarching Bank On programprogram and services.services.

* SunTrust bankersbankers in Florida have providedprovided a totaltotal of 4,5424,542 community development service hours in supportsupport ofof VITAVITA Programs inin Ft.Ft. Lauderdale,Lauderdale, PuntaPunta Gorda, Port Charlotte, Tampa, DeSoto andand Orlando. Teammates, fromfrom variousvarious lines of business, provideprovide financialfinancial educationeducation and taxtax preparation inin conjunctionconjunction with local United WayWay Organizations. UnitedUnited Way'sWay’s VITAVITA programsprograms offer freefree income taxtax assistance toto individuals and familiesfamilies with aa householdhousehold incomeincome ofof lessless than $66,000 annually. Volunteers are IRSIRS certifiedcertified toto ensure thatthat participantsparticipants receive the largest refundrefund for which theythey qualify.

* TheThe Georgia DepartmentDepartment of Human Services ("DHS")(“DHS”) IDAIDA helpshelps current and former foster youth, ages 1414-21,-21, make successful transitiontransition to adulthood.adulthood. YouthYouth participants'participants’ complete financial literacy trainingtraining andand make a depositdeposit toto establishestablish their IDA at a bankingbanking institutioninstitution within thethe community.community. OverOver time,time, thethe youth'syouth’s deposits are matched byby a public-privatepublic-private partnershippartnership withwith Multi-AgencyMulti-Agency AllianceAlliance for Children forfor a specific purchasepurchase of anan asset oror toto achieveachieve aa goal.goal. MatchingMatching funds can bebe used for housinghousing downdown payment,payment, purchasepurchase of a car,car, micro-enterprise-micro-enterprise- licensinglicensing and supplies,supplies, as well as investinginvesting inin CDsCDs or IRAs.IRAs. Statewide,Statewide, SunTrust has provided 410 participants with fee-waivedfee-waived savings accounts in supportsupport ofof thethe program. To date, SunTrust BankBank holds approximatelyapproximately $108,000$108,000 inin DHSDHS IDAIDA deposits from program participants.participants. New Branch Bank and SunSunTrust Trust BankBank BranchesBranches

As noted in the Community Benefits Plan, Truist Bank plansplans toto open atat leastleast 15 additional de novo branches in LMI and/or majority-minoritymajority-minority census tractstracts duringduring thethe three-yearthree-year period following the consummation of thethe ProposedProposed Transaction. These branches are in addition to thosethose branches in LMI and majority-minoritymajority-minority communitiescommunities that Branch Bank and SunTrust havehave opened inin 20182018 andand 2019,2019, or planplan toto open beforebefore year-end.year-end.

The Application notednoted that Branch Bank andand SunTrust havehave beenbeen openingopening dede novonovo branches in LMI and majority-minoritymajority-minority communities in a numbernumber ofof communitiescommunities theythey serve. In 2018, Branch Bank opened aa de novo branchbranch inin Houston,Houston, Texas,Texas, in aa censuscensus tract thatthat is both an LMI and majority-minoritymajority-minority census tract.tract. Branch BankBank openedopened aa second LMI, majoritymajority-minority-minority branchbranch in HoustonHouston duringduring AprilApril 2019.2019. BranchBranch BankBank willwill open six additional de novo branches in LMILMI andand /or/or majority-minoritymajority-minority censuscensus tractstracts inin 2019, including one in each of Miami andand Tampa, Florida; oneone inin each of Baltimore,Baltimore, Hanover and Dundalk, Maryland (a suburb of Baltimore); andand oneone inin DentonDenton (a(a suburbsuburb ofof Dallas, Texas).

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In 2018, SunTrust Bank opened 10 branchesbranches in LMILMI and/orand/or majority-minoritymajority-minority census tracts, including four dede novo branches (two in Georgia,Georgia, oneone inin FloridaFlorida andand oneone inin Baltimore, Maryland) and six relocation branchesbranches in Florida,Florida, Tennessee andand Virginia.Virginia. InIn 2019, SunTrust Bank opened two additionaladditional dede novonovo branches in LMILMI and/orand/or majority-majority- minority census tracts, including one each inin Sebring and Sunrise,Sunrise, Florida,Florida, andand willwill openopen two additional de novonovo branches in LMI and/or majority-minoritymajority-minority census tracts,tracts, includingincluding one in Ashburn, Virginia and one in MiamiMiami Beach,,Beach,, Florida.Florida. RelocationRelocation ofof threethree LMILMI and/or majority-minoritymajority-minority branches thatthat willwill remainremain in LMI census tractstracts havehave occurredoccurred in the state of Florida (Miami, Tallahassee, and Winter Haven),Haven), andand fourfour similarsimilar relocationsrelocations will occur in the states of North Carolina (Asheville), FloridaFlorida (Orlando,(Orlando, Sebring), andand Virginia (Alexandria).

d. Commenters allege that the merger wouldwould create aa new,new, large,large, financialfinancial institution that wouldwould lack thethe kindkind of robust riskrisk managementmanagement practicespractices andand policies that its competitors have adopted, putting millionsmillions ofof AmericansAmericans atat risk.

In the ApplicationApplication and submissions toto the FederalFederal ReserveReserve respondingresponding toto additional information requests or commenters'commenters’ concerns and this currentcurrent submission,submission, wewe have providedprovided extensive information on thethe robustrobust riskrisk managementmanagement programsprograms thatthat currently are in place at each of BB&TBB&T and SunTrust and those thatthat willwill bebe implementedimplemented at Truist Financial, including informationinformation onon thethe strong riskrisk managementmanagement leadershipleadership andand governance measures.

The risk organization planning is further developeddeveloped sincesince thethe lastlast responsiveresponsive submission to thethe Federal Reserve.Reserve. We hereinherein reiterate and supplementsupplement thethe informationinformation we have previouslypreviously provided.provided.

The risk management organization ofof TruistTruist Financial will reportreport toto thethe ChiefChief Risk Officer (the "CRO")“CRO”) and Deputy Chief RiskRisk OfficerOfficer (the "Deputy“Deputy CRO").CRO”). PartPart ofof the executive management commitment to maintainingmaintaining a strong riskrisk managementmanagement organizationorganization is utilizing thethe CROs fromfrom bothboth BB&T and SunTrustSunTrust inin thethe combinedcombined company. As noted, thethe BB&T CRO, Clarke Starnes, willwill leadlead thethe newnew riskrisk managementmanagement organization of the combined company as its CRO andand thethe SunTrustSunTrust CRO,CRO, EllenEllen Koebler,Koebler, will be thethe Deputy CRO. This results in a strongstrong executiveexecutive leadershipleadership teamteam forfor thethe combined company’scompany's risk management organization. The CROCRO will reportreport administratively to the Chief Executive Officer andand will havehave directdirect reportingreporting toto thethe RiskRisk Committee of the combinedcombined company'scompany’s boardboard of directors, consistent withwith thethe FederalFederal 5 Reserve'sReserve’s enhanced prudentialprudential standards set forthforth inin itsits RegulationRegulation YY.YY.5

Management has utilizedutilized an external consultant toto provideprovide external,external, largelarge bankbank perspectives on the design of thethe risk organization. TheThe consultant providedprovided managementmanagement insight into design alternatives and thisthis informationinformation waswas utilizedutilized toto design anan appropriateappropriate risk organization structure for thethe size and complexity of thethe Truist FinancialFinancial organization. The review also includedincluded carefulcareful selection ofof thethe leadershipleadership forfor thethe riskrisk

2CFR 252.33(b)(3)(ii). 5 12 CFR 252.33(b)(3)(ii).

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function to ensure that leaders with thethe appropriate experience and qualificationsqualifications werewere selected to lead each risk function. There isis substantialsubstantial large bankbank experienceexperience inin thethe leadership teamteam for the risk organization. The JulyJuly 16 R-MR-M SubmissionSubmission providesprovides additional information on the backgroundbackground and experience of each of thethe riskrisk managementmanagement organization'sorganization’s leaders. Please also see the response to ItemItem 44 aboveabove andand ConfidentialConfidential Exhibit C for moremore informationinformation on the riskrisk managementmanagement organization andand seniorsenior leadership.

In providing the designated risk functions with directdirect reportingreporting toto the CROCRO andand Deputy CRO, the blueprint for the combined company'scompany’s risk organizationorganization isis designeddesigned toto ensure that these risk functionsfunctions have appropriate staturestature inin thethe organizationorganization toto provideprovide effective independent challenge and risk oversight.oversight. At the forefront ofof BB&T'sBB&T’s and SunTrust’sSunTrust's decision-makingdecision-making is the desire toto buildbuild aa comprehensive, highlyhighly integratedintegrated riskrisk management organiorganizationzation thatthat providesprovides effective risk management whichwhich willwill allowallow Truist Financial toto take advantage of strategic opportunitiesopportunities whilewhile consistentlyconsistently meetingmeeting the regulatory requirements and supervisory expectationsexpectations ofof aa large bankingbanking organizationorganization and operating within thethe risk appetiteappetite parameters approved byby thethe BoardBoard of Directors.Directors. Key tenets of Truist Financial'sFinancial’s riskrisk management framework willwill be:be:

* Strong risk management in the revenue-generatingrevenue-generating business business unitsunits and corporatecorporate supportfunctions. functions. For each businessbusiness unitunit and corporatecorporate support function, Business Unit Risk Managers willwill leadlead teamsteams inin core areasareas ofof riskrisk andand controls,controls, effectiveness testing, monitoring, reporting,reporting, trainingtraining and implementationimplementation wherewhere applicable and ensure that business units operateoperate withinwithin enterpriseenterprise riskrisk policiespolicies and procedures.

* Business Unit Chief Risk Risk Officers ("BU(“BU CROs")CROs”) aligned withwith the riskriskfunctions functions inin the combined company'scompany’s riskrisk management organization to to engage acrossacross thethe full full spectrum of risks.risks. BU CROs willwill provide appropriateappropriate independentindependent oversight,oversight, challenge and governance of risk-takingrisk-taking activities whilewhile supportingsupporting achievementachievement of business strategies.

* Comprehensive enterprise risk risk managementmanagement programsprograms ledled byby highlyhighly skilledskilled riskrisk programprogram experts.experts. Risk Program OwnersOwners willwill bebe responsibleresponsible forfor developingdeveloping riskrisk program policiespolicies and frameworks to bebe executed withinwithin establishedestablished riskrisk appetiteappetite and limits, provide oversight of programprogram execution and authorize credit approvals.approvals.

The organization of risk oversight for Truist FinancialFinancial willwill buildbuild uponupon thethe strongstrong foundations in place at both legacy organizations. The riskrisk governancegovernance framework utilizes an industry standard, three-lines-of-defensethree-lines-of-defense structure. Truist FinancialFinancial willwill enhance the structure to include business unitunit riskrisk managersmanagers inin thethe firstfirst line of defense forfor lines of business and critical support functions,functions, a riskrisk oversightoversight officerofficer inin thethe secondsecond lineline of defense dedicated to providing critical challenge andand independent oversightoversight toto designated business units and critical support functions,functions, andand riskrisk programsprograms in thethe secondsecond line of defense, which provides comprehensive coveragecoverage of risks.risks. ThisThis riskrisk organization

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structure is common to large banks, and reflects adjustments made to the framework to provide appropriate risk coverage for thethe 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 ManagementManagement 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 dailydaily decisiondecision-making.-making. The threethree-lines-of-defense-lines-of-defense structure establestablishesishes 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 elementelementss of the risk framework and the role of risk culture.

PURPOSE

TONE FROM INDIVIDUAL THE TOP ACCOUNTABILITY

RISK CULTURE

EFFECTIVE INCENTIVES & CHALLENGE COMPENSATION

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 DiDirectorsrectors for the management of risk. The risk framework will be overseen by Executive Management and the Board of Directors, as illustrated below.

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Board

BoardB oard RRisk isk Committee

Executive Management //Enterprise Enterprise Risk Committees

Business Unit / Corp Function Risk Risk Program Committees.ikPormCmite

Risk GovernanceRisk CommitteesComnittees

Business Unit Chief Risk Officers Provides Independent Advice and Challenge Business Unit Leadership Delivers advice / challenge on strategy Owns Risks & Controls execution & alignmentaligrment of risk appetite Executes business strategy & maintains an internal control environment consistent with Risk Program Owners Risk Program Owners the firm'sfirm’s established risk appetite Establishes Policies, Limits, Approvals, and 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 ManaOementManagement Executes Risk Framework Requirements Credit Review Framework Executes Risk Framework Requirements Facilitates the execution of key risk Provides independent credit risk assurance framework components Credit review is directly accountableaccountable toto the board risk committee and provides assurance Risk Risk on credit decisions and practices (credit risk management)

First Line of DefenseIndeProvidesAindependentfcreditoliskPassurance Second Line of Defense procreitreiesiedretl accountable to theBorAuiCmite

InternalICredit Audit Revie Independent Assessment of Control Effectiveness IndependentlyFirstLineof evaluates DeenseSecod the effectiveness of risk management,Line of Defense control, & governance processes; accountable to the Board Audit Committee

Third Line of Defense

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e. Commenters allege that BB&T has not successfully integratedintegrated pastpast acquisitions, including thethe acquisitions of Susquehanna Bank and NationalNational Penn Bank. In particular, commenters allegeallege thatthat BB&TBB&T doesdoes notnot taketake stepssteps to integrate new employees withwith thethe firm'sfirm’s policiespolicies and procedures.procedures.

BB&T has a record of successful integrationsintegrations from acquisitions,acquisitions, withwith regardregard toto bothboth the economics and assimilation of diverse teamsteams ofof employees intointo aa cohesive,cohesive, newnew enterprise. BB&T has completed over 60 mergersmergers withwith banksbanks and thriftsthrifts over thethe pastpast 4040 years. BB&T utilizes a comprehensive process for management ofof mergermerger integrationsintegrations and conversions. Detailed projectproject planning is performedperformed with everyevery merger.merger. WorkstreamsWorkstreams are established thatthat cover every businessbusiness unit.unit. The impact onon thethe customercustomer is a toptop consideration throughoutthroughout thethe integration. There are specific planningplanning stepssteps addressing the potential impacts toto customers, and the inherent risksrisks in thethe integrationintegration activities.

BB&T'sBB&T’s merger processprocess includes comprehensive planningplanning andand strong governancegovernance by Executive Management to ensure an effective process.process. BB&TBB&T utilizesutilizes aa lessons-lessons- learned process ththatat covers all aspects of thethe mergermerger processprocess andand leads toto improvementsimprovements in thethe integration process. This processprocess helpshelps to ensureensure thatthat thethe mergermerger processesprocesses evolveevolve and improve to reflectreflect changing technologies,technologies, risksrisks and expectationsexpectations byby customerscustomers andand other stakeholders.

Training is a specific focus in each workstream.workstream. BecauseBecause thethe mergermerger ofof equalsequals ("MOE")(“MOE”) structure of the Proposed Transaction will involveinvolve selectingselecting processesprocesses fromfrom each of BB&T and SunTrustSunTrust,, trainingtraining will bebe providedprovided toto all employees onon thethe policiespolicies and procedures used before, during and afterafter thethe integration.integration. ThereThere willwill bebe closeclose monitoring of the progress of the workstreams,workstreams, risks and issuesissues thatthat arise duringduring thethe planning and execution of the integration and specificspecific mitigationmitigation plansplans areare beingbeing developed and utilizedutilized to manage thethe risks and impactimpact to customers.customers.

There is comprehensive tracking of issuesissues during integrations.integrations. LessonsLessons learnedlearned during and after the integration are documented and actedacted uponupon for eacheach mergermerger integration. Subsequent integrations benefit from the lessons learnedlearned and thethe remediationremediation steps which have been implemented. BB&TBB&T documenteddocumented lessons learned fromfrom thethe Susquehanna and National Penn integrations and thesethese lessons learned areare incorporated into the planning for the MOE between BB&T and SunTrust. ThereThere werewere specificspecific lessons learnedlearned on customer care and communication withwith customers whichwhich havehave beenbeen incorporated into thethe MOE integration planning.planning. Please see thethe Confidential Exhibit BB for additional information on the lessons learned.learned.

Customer complaints are tracked and promptlypromptly respondedresponded toto during andand afterafter merger integration. Complaints are monitored byby compliance and businessbusiness unitsunits toto ensure appropriate, timely responses toto customers. ProtocolsProtocols are established forfor responding toto customer complaints and trends areare monitored toto respondrespond toto emergingemerging customer impacts.

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Examples of changes in integration activities and customercustomer responseresponse whichwhich havehave been incorporated include: thethe useuse of special conversionconversion menu options forfor callcall centerscenters toto direct customers to the appropriateappropriate representativerepresentative efficientlyefficiently and actionsactions toto ensureensure thatthat legacy websites are redirectedredirected appropriately. Other activities whichwhich thatthat partpart ofof thethe MOEMOE integration planning includesincludes trainingtraining for all customer-facingcustomer-facing employeesemployees andand back-officeback-office employees on the policies and processesprocesses and updatedupdated materialsmaterials inin branchesbranches toto provideprovide toto customers. There will also bebe clear and transparent communicationcommunication toto customerscustomers throughthrough online systems and mailingsmailings of information regardingregarding thethe changeschanges impactingimpacting customers.customers.

Specifically addressing the question ofof integrationintegration ofof employees,employees, BB&TBB&T andand SunTrust have a formal business readiness phasephase in thethe integration workstreams.workstreams . ThisThis involves a comprehensive assessment of all aspectsaspects of the planningplanning and preparationspreparations forfor integration and conversion. EffectiveEffective trainingtraining of employees on policiespolicies andand proceduresprocedures isis a key element of the readinessreadiness assessment. EachEach workstreamworkstream willwill evaluateevaluate thethe policiespolicies and procedures in thethe planning phase. AppropriateAppropriate updatesupdates andand enhancements toto policiespolicies and procedures are beingbeing developed priorprior toto integration.

In all BB&T merger integrations, therethere are initialinitial andand continual trainingtraining events held with the new employees of the acquired institutioninstitution toto ensureensure theythey havehave aa goodgood understanding of policies and procedures.procedures . AsAs stated above, all employees ofof TruistTruist Financial will undergo robust training with respectrespect toto policiespolicies andand proceduresprocedures thatthat willwill bebe used before, during and after thethe integration.

There are a variety of trainingtraining approaches utilized byby BB&T toto educateeducate newnew employeesemployees on policies and procedures. These approaches rangerange fromfrom classroomclassroom trainingtraining at BB&T University, to online trainingtraining courses, to locallocal departmentaldepartmental trainingtraining on policiespolicies and procedures. BB&T also has centrally managedmanaged processesprocesses for disseminating policiespolicies andand standards to employeesemployees toto ensure thatthat informationinformation isis easily available andand up-to-dateup-to-date for all employees.employees.

BB&T and SunTrust are committed toto ensuring thatthat thethe mergermerger willwill bebe beneficialbeneficial to customers and increase the quality and breadthbreadth ofof servicesservices availableavailable toto them.them. TruistTruist Financial will strive to make thethe merger integrationintegration thethe best experienceexperience possiblepossible for customers and to minimize the disruptiondisruption toto customers. TruistTruist FinancialFinancial willwill prepareprepare forfor the integrationintegration thoroughly and train all customer-facingcustomer-facing employees andand back-officeback-office employees on the policies and procedures for thethe companycompany andand closely monitormonitor customer feedback to take prompt corrective action,action, as needed. Please see ConfidentialConfidential ExhibitExhibit BB for additional information on the integrationintegration planningplanning for thethe ProposedProposed Transaction.Transaction. f. A commenter generally asserts that BB&TBB&T has denied AfricanAfrican AmericanAmerican individuals and African American-ownedAmerican-owned businesses equalequal accessaccess toto capitalcapital and credit byby heavily concentrating itsits outreach and bankingbanking activitiesactivities inin predominantly white neighborhoods, andand to whitewhite individualsindividuals andand white-white- owned businesses in Houston and Dallas. In particular,particular, thethe commentercommenter alleges that BB&T:

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i. Originates the vast majority of its loans in white neighborhoods;

ii. Does not provide home iimprovementmprovement 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-ownedAmerican-owned small businesses; and

vii. Engages in redlining and reverse redlining in Houston and Dallas.

BB&T addressed the allegations of prohibited ddiscriminationiscrimination against minorities in the Houston and Dallas, Texas MSAs, which a commenter made without any substantiation, in (i) BB&T'sBB&T’s submission to the Federal Reserve and the FDIC, dated April 23, 2019, addressing various concerns of commenters, and (i(ii)i) itsits submission to the FDIC, dated June 10,10, 2019, a copy of which was submitted to the Federal Reserve. To avoid any doubt, BB&T disagrees with each of the commenters’commenters' allegations of prohibited discrimination. Below is a: (1) summary of BB&T’sBB&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 miminoritiesnorities and in majority-minoritymajority-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-majority- minority communities. In addition, Branch Bank performs regular and ongoingongoing 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 inin the same markemarket.t.

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-minoritymajority-minority communities. As noted in the Application, Branch Bank opened a de novo branch in a LMI and majority-minoritymajority-minority census tract in Houston in 2018, and opened another branch in a LMI and majoritymajority-minority-minority in Houston during April 2019. Branch Bank plans to open a de novo branch in a lowlow-income-income and majoritymajority-minority-minority census tract in Denton, a suburb of Dallas, inin the fourth quarter of 2019.

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Branch BankBank's’s Fair and Responsible Banking Compliance Group analyzes its reportable lending under the HHMDAMDA to monitor the bank'sbank’s lendinglending performance in majority-minoritymajority-minority census tracts. Based on this analysis and in consultatioconsultationn with applicable business units, BrBranchanch 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-HMDANon-HMDA lines of business are also reviewed based on Bayesian IImprovedmproved SurnamSurnamee Geocoding proxy and other data analysis methodologies on an onongoinggoing scheduled basis throughout the year. Additional periodic analysis of indirect automobile portfolioportfolio purchases is completed to identifyidentify and remove potential pricing outliers from a fair llendingending standpoint.

Branch BankBank's’s Fair and Responsible Banking Compliance Group performs a wide range of analysis, monitoring and consultation to specifically ensure open access to the bank'sbank’s products and services and identify any instance of statistical pricing or decision disparity between racial, ethnic, gender and age groups to enensuresure that such decisions are made without regard for any applicant’sapplicant's demographic information which is prohibited by long-standinglong-standing fair lending law. SuchSuch 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'sbank’s lending performance in majoritymajority-minority-minority census tracts. Branch Bank also takes steps, including but not limited to marketingmarketing and outreach initiatives, to increaseincrease its home mortgage, small business and community development lending and other banking and community development activity to minority individualsindividuals or in minority communities, where warranted.

Please see Exhibit 20 of the Application for an additional overview of Branch Bank'sBank’s current Fair Lending Compliance Program.Program.

Initiatives to Increase Lending and Banking Services to Majority-MinorityMajority-Minority and LMI Communities and Their Impact on HoustonHouston and Dallas

The initiatives Branch Bank has undertaken to increase its mortgage and small business lending in majority-minoritymajority-minority and LMI communities include, among others:

* Created the role of Community Business Development Officer (“("CBDO")CBDO”) to identify, solicit, develop and expand minorityminority-owned-owned small business relationships in assigned majoritymajority-minority-minority census tract markets under the Consultative Relationship Management process. CBDOs offer a full range of loan, deposit and non-interestnon-interest iincomencome services to existing and prospective small business customers.customers. Currently, Branch Bank has CBDO positions assigned to the Atlanta, Baltimore, Dallas and Houston markets. Additionally, members of the bank’sbank's multicultural banking officer staff support minority small business customercustomerss across Branch Bank’sBank's footprint.

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* Conducted over 5,000 individual communitycommunity outreach activitiesactivities in marketsmarkets wherewhere Branch Bank identifiedidentified a needneed forfor enhancedenhanced lending toto minorityminority individualsindividuals oror inin minority communities since 2015.2015.

o Branch Bank Mortgage Loan Officers and CommunityCommunity MortgageMortgage Specialists affirmatively providedprovided these outreach activities toto groups involved inin homebuyerhomebuyer education, financialfinancial literacy,literacy, communitycommunity andand economic stabilization, as wellwell asas forfor otherother organizationsorganizations addressing affordable housinghousing in various majority-minoritymajority-minority markets.markets. ForFor specificspecific examples in Houston and Dallas, pleaseplease see thethe discussion below.below.

* CBDOs, Mortgage Loan Officers and CommunityCommunity MortgageMortgage SpecialistsSpecialists established ongoing partnerships with minority realreal estateestate groups, includingincluding national associations, and Operation HOPEHOPE toto assist inin enhancingenhancing the bank'sbank’s mortgage lending toto minority individuals and communities.

* Since 2015, Branch BankBank has invested $4.2 million in marketingmarketing campaigns designeddesigned to enhance minority lending in severalseveral marketsmarkets acrossacross itsits geographic footprint. Within thethe Dallas and HoustonHouston markets, Branch BankBank hashas investedinvested $1 millionmillion in marketing campaigns focusedfocused solely onon enhancingenhancing mortgage applications from minorityminority borrowersborrowers and minority-ownedminority-owned smallsmall businesses.businesses.

* Analyzed the bank'sbank’s market-levelmarket-level lending performanceperformance toto support and proactivelyproactively communicate minority-relatedminority-related lending needs toto BranchBranch Bank'sBank’s mortgagemortgage operations management.

These outreach efforts and other activities are resultingresulting in significantlysignificantly increasedincreased mortgage lending toto minorities in Houston and Dallas. Comparing homehome mortgagemortgage lending data in 2018 to data in 2017 inin Houston,Houston, BranchBranch Bank increasedincreased thethe numbernumber ofof applications from African Americans in Houston,Houston, nearlynearly doubleddoubled suchsuch applicationsapplications fromfrom Hispanic borrowers, and more thanthan doubled loan originations to Hispanics.Hispanics. InIn 20182018 in Dallas, Branch Bank more thanthan doubled home mortgagemortgage loan applications from, andand significantly increased homehome mortgage loan originationsoriginations to,to, AfricanAfrican AmericanAmerican individuals, and significantly increased suchsuch applicationsapplications from,from, andand loanloan originations to,to, Hispanics, when compared to 2017 data. InIn addition,addition, BranchBranch Bank'sBank’s smallsmall businessbusiness lending in Houston and DallasDallas during 20172017 and 2018 totaledtotaled $292.6 million,million, includingincluding approximately $97 million to businessesbusinesses inin LMI census tracts, whichwhich inin manymany casescases benefited minority communities in thosethose cities.

Branch Bank'sBank’s community development lending and its qualifiedqualified investmentinvestment andand grant activityactivity have also benefitedbenefited minorityminority residents andand communities inin HoustonHouston andand Dallas.Dallas. During 2017 and 2018 inin HoustonHouston andand Dallas, BranchBranch Bank'sBank’s communitycommunity development loans totaledtotaled $110.7 million and itsits qualified investmentsinvestments andand grantsgrants totaledtotaled approximately $$4545 million. The majority of such loans, investments andand grants supportedsupported economic development and community services inin underservedunderserved communitiescommunities andand affordable housing opportunities.

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Notable examples of such community developmentdevelopment loansloans and investmentsinvestments thatthat focused on serving the needsneeds of minority communitiescommunities includeinclude a:a:

* $9.7 million loan toto refinance and provide additional funding toto completecomplete thethe expansion of a church campus in Houston'sHouston’s historichistoric ThirdThird WardWard neighborhood, one of several historicallyhistorically AfricanAfrican AmericanAmerican neighborhoodsneighborhoods inin the city. This financingfinancing representsrepresents thethe finalfinal phasephase ofof anan expansion projectproject started in 2012.

* $9.15 million loan toto refinance thethe constructionconstruction of a newnew PublicPublic Charter School located in Houston'sHouston’s Gulfton communitycommunity toto serveserve a schoolschool populationpopulation of 500 children, 90% of whichwhich are students with limitedlimited EnglishEnglish proficiency.proficiency.

* $6.1 million LIHTC investment in aa projectproject that preservedpreserved andand renovatedrenovated 200200 units of affordable housing in thethe Lancaster Corridor areaarea ofof Dallas.Dallas.

* $5.1 million loan toto finance aa large-scale,large-scale, comprehensive energy-conservationenergy-conservation programprogram to address utility usageusage throughthrough equipment upgradesupgrades at facilitiesfacilities inin the DeSoto Independent School District facilities, whichwhich hashas aa largelarge LMILMI andand minority student population.

* $5.6 million bridgebridge loan to a LIHTC syndicatorsyndicator toto support twotwo affordable rentalrental communities near downtown Dallas.

* $2.5 million loan toto a Dallas-based,Dallas-based, certifiedcertified minority-ownedminority-owned business,business, increasing its line of credit toto compete moremore effectively inin thethe marketplacemarketplace andand to help cover additional projectproject costs associatedassociated withwith thethe company'scompany’s successful bidbid on a large construction contract.

* $2 million loan toto refinance a 144144-unit-unit apartment community inin thethe HoustonHouston MSA.MSA. TheThe financing is under thethe FannieFannie Mae GreenGreen RewardsRewards programprogram andand includes capital improvementsimprovements that provideprovide cost-loweringcost-lowering environmental benefits by reducing energy and waterwater usage.usage.

* $1.8 million  $1.8 million GNMA bondbond investment forfor thethe significant rehabilitationrehabilitation of a 284-unit284-unit affordable, multi-familymulti-family housing community inin thethe historichistoric FifthFifth Ward neighborhood in Houston, as partpart ofof aa multi-phasedmulti-phased communitycommunity revitalization project.project.

* $1.5 million loan to stabilize a lower-income neighborhood in the  $1.5 million loan to stabilize a lower-income neighborhood in the DallasDallas MSAMSA by refinancing a retail center and providingproviding additionaladditional fundingfunding toto repairrepair substantially deteriorated areas. substantially deteriorated areas.

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Notable grants thatthat benefitbenefit minority residentsresidents or communities include,include, amongamong others:

* Grants totaling $20,000 for organization support toto AvenueAvenue Community Development Corporation to assistassist inin addressing thethe needneed forfor affordableaffordable housing and homebuyerhomebuyer education inin Houston.Houston. BranchBranch Bank'sBank’s CommunityCommunity Mortgage Specialist in Houston participatesparticipates as an instructorinstructor inin thethe homebuyerhomebuyer education program,program, providingproviding informationinformation about different loanloan options andand programs toto assist with downdown payment andand closing costs.costs.

* Grants totaling $18,000 to CityCity Wide Community DevelopmentDevelopment CorporationCorporation to support thethe development of affordableaffordable housinghousing optionsoptions forfor LMILMI residentsresidents ofof Dallas, particularlyparticularly for special needsneeds housing for women, veteransveterans andand thethe homeless.

* $15,000 grant to the Houston Food BankBank toto underwriteunderwrite thethe costs ofof includingincluding snacks in its 2017 Summer FeedingFeeding Program,Program, whichwhich servesserves 5,0005,000 childrenchildren during the summer months when theythey lose accessaccess to thethe NationalNational SchoolSchool Lunch Program, and may provide their only sourcesource of food each day. BranchBranch Bank employees also volunteered with thethe organization, assistingassisting inin thethe preparation of meals, baggingbagging and sorting foodfood andand filling sackssacks forfor thethe Backpack BuddyBuddy program,program, which providesprovides children inin needneed withwith nutritionalnutritional food for the weekends and holidays.holidays.

* Grants totaling $13,000 to thethe East DallasDallas CommunityCommunity Organization, whichwhich has developed housing developments offeringoffering affordable, qualityquality housinghousing opportunities for working families.

* $10,000 grant to Mission Squash, an intensive urbanurban youthyouth enrichmentenrichment programprogram in Houston'sHouston’s HeightsHeights neighborhood, a mixed racial/ethnic community, which combines academicacademic coaching, squash trainingtraining andand community service into one all-encompassingall-encompassing experience forfor studentsstudents inin grades 6 toto 12. The programprogram aimsaims to provideprovide underprivilegedunderprivileged youthyouth thethe opportunity to make a betterbetter future for themselves byby stayingstaying inin school,school, graduating and aspiring toto college whilewhile atat the same timetime improvingimproving theirtheir health and fitness through thethe gamegame ofof squash.squash.

* $10,000 grant to the Houston BlackBlack RealReal EstateEstate AssociationAssociation toto underwriteunderwrite thethe cost for hosting an industry newsnews event,event, "Lunch“Lunch andand Learn,"Learn,” inin partnershippartnership with FreddieFreddie Mac, for membersmembers toto learn about upcomingupcoming changes andand improvements to mortgage loan productsproducts toto encourage moremore homebuyers.homebuyers.

* $6,000 contributioncontribution to an organization for Asian-ownedAsian-owned businessesbusinesses toto supportsupport continued small businessbusiness start-upstart-up classes, businessbusiness incubationincubation space andand one-one- on-oneon-one coaching.

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* $5,450 grant to support Project: Start RefugeeRefugee ResourceResource CenterCenter andand BlockBlock Party event in the VickeryVickery MeadowsMeadows community of Dallas,Dallas, whichwhich is homehome toto nearlynearly 20,000 refugees within a three-squarethree-square milemile area. InIn addition, 4747 Branch Bank employees volunteeredvolunteered overover 200200 hourshours toto makemake thethe eventevent aa success, including buildingbuilding 2020 bicyclesbicycles as gifts forfor familiesfamilies inin need,need, assembling 600 hygiene kits for newnew families, co-hostingco-hosting thethe BlockBlock PartyParty withwith food and entertainment for refugee families, andand providingproviding financialfinancial literacyliteracy information about banking,banking, fraudfraud preventionprevention and credit.credit.

* $5,000 grant to Catholic Charities'Charities’ RefugeeRefugee YouthYouth ProgramProgram toto supportsupport program offerings in twotwo HoustonHouston publicpublic schools,schools, whichwhich includes English-as-English-as- a-Seconda-Second Language tutoring forfor aa small group of students duringduring schoolschool andand broader academic and socializationsocialization supportsupport toto aa larger group inin anan after-schoolafter-school setting.

* $4,000 contribution to support smallsmall businessbusiness technical educationeducation sessionssessions with a chamber of commerce in a suburban areas of DallasDallas withwith a minorityminority population of about 72%.

* $3,000 grant to the Multi-EthnicMulti-Ethnic Education and Economic DevelopmentDevelopment Center in Dallas to support its English-languageEnglish-language classesclasses andand one-on-oneone-on-one coaching to start-upstart-up businesses.businesses.

As noted above, Branch BankBank also engagesengages in impactfulimpactful communitycommunity developmentdevelopment services that significantly benefit minority individuals and communitiescommunities inin HoustonHouston andand Dallas. Branch Bank'sBank’s community development serviceservice activitiesactivities also havehave enhanced thethe bank'sbank’s market visibility and thereby helpedhelped toto provideprovide access toto credit andand otherother bankingbanking services in those assessment areas. ExamplesExamples of such service activities include:include:

* A Branch BankBank employee serves on thethe AdvisoryAdvisory BoardBoard ofof thethe BlackBlack Chamber of Commerce of Greater Houston and thethe Greater DallasDallas AsianAsian American Chamber of Commerce BoardBoard ofof Directors,Directors, whichwhich assistassist minority-minority- owned companies to develop and grow.grow.

* At the Houston Mayor'sMayor’s 2018 "Hire“Hire Houston YouthYouth Initiative,"Initiative,” whichwhich offersoffers paid summer jobsjobs to help studentsstudents gain real-worldreal-world work experience,experience, BranchBranch Bank employees conducted BankingBanking Basics EducationEducation workshopsworkshops toto introduceintroduce banking concepts to participating students. StudentsStudents werewere alsoalso offeredoffered thethe opportunity to open free checking accounts through BranchBranch Bank'sBank’s participation in "Bank“Bank on Houston,"Houston,” an initiativeinitiative to helphelp personspersons avoidavoid high-high- cost financial productsproducts and services.services.

* Branch Bank's  Branch Bank’s Bank Bus visited Texas Southern University,University, a historicallyhistorically black university near Houston, toto host a two-daytwo-day financial educationeducation eventevent forfor students. Students visiting the Bank Bus werewere offered thethe opportunityopportunity toto obtain a free copy of theirtheir credit report, andand Branch BankBank employeesemployees werewere

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available to review thethe reports and offer suggestionssuggestions forfor improvingimproving creditcredit ratings and effectivelyeffectively managingmanaging credit.

 Branch Bank provided a numbernumber of other homebuyerhomebuyer and financialfinancial literacyliteracy courses that benefited minority individualsindividuals and communities, including,including, among others:

o Branch Bank employees conducted homebuyer seminarsseminars for attendees atat the Houston BlackBlack RealReal EstateEstate Association'sAssociation’s AprilApril 20172017 Community DayDay and HousingHousing Expo, which included topicstopics onon thethe importance of budgetingbudgeting and saving, understanding the loan applicationapplication process,process, and availableavailable down payment and closing costscosts assistanceassistance programs.programs.

o Branch Bank employees participatedparticipated withwith thethe AsianAsian RealReal EstateEstate Association of AmericaAmerica in promotingpromoting sustainable homeownershiphomeownership opportunities throughthrough an educationaleducational event held atat thethe Chinese Community Center in Houston, and presentedpresented informationinformation on affordableaffordable mortgage productsproducts for first-timefirst-time homebuyers.homebuyers.

o EmployeesEmployees delivered 2020 Spanish-languageSpanish-language financial education classesclasses toto customerscustomers of the Mexican Consulate in Dallas, the majoritymajority ofof whomwhom areare LMI.LMI. This included educating Hispanic/Latino attendeesattendees about thethe benefits of banking, non-banknon-bank checkcheck cashingcashing costscosts andand thethe consequencesconsequences of not havinghaving a bankbank account, andand respondingresponding toto individualindividual questionsquestions fromfrom participants regarding specificspecific financial issues theythey faced.faced. TheseThese classes were heldheld on 20 different dates andand involved 11 different BranchBranch BankBank employees.

o InIn conjunctionconjunction with anan EastEast DallasDallas nonprofitnonprofit homehome builder,builder, aa certifiedcertified Community DevelopmentDevelopment Organization,Organization, aa BranchBranch BankBank employeeemployee provided information on affordable housing and downdown paymentpayment assistanceassistance programsprograms for the builder'sbuilder’s customers.customers.

o Employees providedprovided ninenine sessions ofof thethe financial educationeducation curriculum, "Bank“Bank on Your Success - Banking BasicsBasics and FamilyFamily Budgeting,"Budgeting,” toto aa Dallas charter school withwith a 92.5%92.5% minorityminority student body.body.

o Employees presentedpresented first-timefirst-time homebuyerhomebuyer workshopsworkshops inin partnershippartnership withwith the City of DallasDallas Housing and NeighborhoodNeighborhood RevitalizationRevitalization Department,Department, with thethe goals of increasing homeownership opportunities andand supportingsupporting neighborhood and community-basedcommunity-based preservationpreservation and revitalizationrevitalization efforts.efforts. Topics includedincluded understandingunderstanding thethe loanloan applicationapplication processprocess andand combining down payment assistance programsprograms with affordableaffordable mortgagemortgage options.

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Please see Confidential Exhibit E fforor additional information relevant to the commenters'commenters’ allegations.

7. Provide a discussion of the efforts the combined company would make to meet the banking needs of its senior citizen customerscustomers,, 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 BankBank's’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 transitransitiontion from Branch Bank and SunTrust Bank to Truist Bank. For example, ((LegalLegal Day OneOne)) letters from BB&T'sBB&T’s Chief Executive Officer (“("CEO")CEO”) Kelly King and SunTrust’sSunTrust's CEO, William Rogers,Rogers, have been designed to reassure customers that any changes to current businessbusiness practices will be clearly communicated in advance. A Frequently Asked Questions Brochure (“("FAQFAQ BrochureBrochure")”) has also been developed that outlines additional detail, as well as how to contact SunTrust/BB&T with further questions. Call Center resourceresourcess are being mobilized to respond to merger-relatedmerger-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 SunTrustSunTrust Bank'sBank’s authenticated websites, details surroundingsurrounding the merger will be displayed. These landing pages will be updated continuously throughout the merger transition. Near-termNear-term messaging will be in the legacy Branch Bank and SunTrust Bank brand voice to reduce customer confusion. All documents are comcompliantpliant 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")CII”) Administration team to plan deliberately forfor 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’customers' expectations throughout the integration process.

* Objectives:

o Ensure that the customer perspective is incorporated with each anticipated change or impact decisiondecision;; o Ensure efficient processes, complete transparency, clear communications and an uncompromisinguncompromising,, unwavering commitment to service and quality; and

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o Ensure thatthat in the unlikelyunlikely event something goesgoes "wrong,"“wrong,” itit isis aa pleasurepleasure to resolveresolve itit and resolve it promptly.promptly.

* Core IntegrationIntegration Principle: Deliver the bestbest possible customercustomer experienceexperience throughout the integrationintegration process.process.

o Customers willwill experience minimalminimal disruptiondisruption andand effort;effort; o Customers willwill be wellwell informedinformed throughoutthroughout thethe integration processprocess withwith consistent and clear communications; and o" Customers willwill feel TruistTruist Financial'sFinancial’s relentlessrelentless focus on quality customercustomer experiences.

Customer Research will bebe a part of the CII AdministrationAdministration frameworkframework andand willwill be conducted, as part of thethe effort, to include thethe specificspecific needsneeds of senior citizencitizen customers.

* Senior customer concerns will be specificallyspecifically explored inin thethe researchresearch toto include thethe best communication methodsmethods and resourcesresources toto ensureensure theythey receivereceive transparent, consistent and clear supportsupport inin thethe integrationintegration process.process.

* The research process will include exploration of whatwhat seniorsenior customerscustomers indicate would be bestbest for them during aa timetime of transition. ExamplesExamples of topics to explore includeinclude thethe following:following:

o Financial workshops through outreachoutreach groups, suchsuch asas thethe CouncilCouncil onon Aging; o Digital ambassadors to assistassist withwith online questions andand concerns;concerns; andand o Targeted communications (including(including toto caregivers, familyfamily member,member, etc.).etc.).

Accessibility

Truist Financial willwill also form an Enterprise AccessibilityAccessibility CenterCenter ofof Excellence,Excellence, which will merge physical and digital effortsefforts into oneone unifiedunified organization. AsAs accessibility improvements are implemented, thethe customercustomer experienceexperience forfor allall customerscustomers will benefit, including and especially for aging seniors whowho maymay beginbegin toto suffersuffer fromfrom vision, motor, cognitive, auditory, and other forms of impairments oror disabilities.disabilities.

Truist Financial willwill embed accessibilityaccessibility into thethe enterprise-wideenterprise-wide culture, toto include customer physical and digital experiences, marketingmarketing andand branding,branding, training,training, information technology, procurement processes,processes, etc. Truist FinancialFinancial willwill partnerpartner closelyclosely with Compliance, Legal, BusinessBusiness UnitsUnits and other teams to ensureensure itit isis excellingexcelling inin delivering a holistic accessible experience.

Digital products and experiences that will bebe designed with aa strongstrong focusfocus onon accessibility will include (but are notnot limited to):

* Websites;

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* Web applications;

* Electronic content (i.e.,(i.e., videos,videos, audio, form PDFs, documentation); andand

* Digital productsproducts (including those that are builtbuilt in-house,in-house, purchased,purchased, used,used, soldsold or maintained).

Additional examples of efforts aimed toto enhance thethe digital customercustomer experience of customers who are senior citizens include:

* Ensuring usersusers can access digital webweb propertiesproperties byby keyboardkeyboard only;only;

* Spacing and enlarging actionable items, links andand buttonsbuttons forfor mobilemobile designdesign and development (touch screen);

* Reducing unnecessary action itemsitems inin forms and applications;

* Coding of font measurements toto enable usersusers to resizeresize text;text;

* Designing with screen contrast modemode inin mind;mind;

* Writing content that is clear and concise for braillebraille andand screen readerreader users;users;

* Use of video transcriptstranscripts andand captioning for visual-visual- oror auditory-impairedauditory-impaired users;users;

* Use of proper color contrast ratios; and

* Use of linear logical design layouts.

Additional Information a. Financing of Certain Companies:Companies: On JulyJuly 8, 2019,2019, SunTrust distributeddistributed thethe followingfollowing public statement:statement: “Following"Following an ongoing and deliberatedeliberate process,process, SunTrust hashas decided not to provide future financing toto companies thatthat managemanage privateprivate prisonsprisons andand immigrationimmigration holding facilities. This decision waswas made after extensiveextensive consideration ofof thethe viewsviews ofof our stakeholders on this deeply complex issue."issue.” b. CEO Action for DiversityDiversity and InclusionInclusion Pledge:Pledge: BB&T'sBB&T’s CEO,CEO, KellyKelly King,King, recentlyrecently signed the CEO Action for Diversity and Inclusion PledgePledge (the(the "Pledge"),“Pledge”), whichwhich isis thethe largest CEO-drivenCEO-driven businessbusiness commitmentcommitment to advance diversity and inclusioninclusion withinwithin thethe workplace. This initiative launched in mid-2017mid-2017 and, since thatthat time,time, moremore thanthan 700700 CEOs have signed the Pledge,Pledge, including SunTrust'sSunTrust’s CEO,CEO, WilliamWilliam Rogers.Rogers.

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The goal of the Pledge is to rally thethe businessbusiness community togethertogether toto taketake measureable action in advancing diversity andand inclusion withinwithin thethe workplace.workplace. Signatories of the pledge are committing to threethree essentialessential actions:actions:

1) Cultivating a workplace that supportssupports openopen dialogue onon complex,complex, andand sometimessometimes difficult, conversations aboutabout diversity andand inclusion;inclusion;

2) Participating in cross-enterprisecross-enterprise collaboration onon best-knownbest-known actionsactions toto advance different areas of diversity; and

3) ImplementingImplementing unconsciousunconscious biasbias trainingtraining in theirtheir respectiverespective organization, and thosethose who havehave already done so are committingcommitting toto mentormentor othersothers soso they can effectively implement thisthis training.training.

Finally, as part of the Pledge,Pledge, signatoriessignatories agreeagree toto dedicate theirtheir timetime andand resources toto advance diversity and inclusion efforts,efforts, bothboth withinwithin theirtheir companiescompanies andand asas aa part of this coalition,coalition, toto benefitbenefit society as a whole.whole.

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