Truist Financial Contracts & Agreements

Form of LTIP Award Agreement for the Truist Financial Corporation 2022 Incentive Plan (Filed With SEC on November 1, 2024)

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed With SEC on November 1, 2024)

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed With SEC on August 8, 2024)

Amendment No. 1 to Equity Interest Purchase Agreement, dated as of May 6, 2024, by and among Trident Butterfly Investor, Inc., Panther Blocker I, Inc., Panther Blocker II, Inc.,... (Filed With SEC on May 10, 2024)

Form of Performance Unit Award Agreement (Senior Executive 60/10 Retirement) for the Truist Financial Corporation 2022 Incentive Plan (Filed With SEC on May 9, 2024)

Form of LTIP Award Agreement (Senior Executive 60/10 Retirement) for the Truist Financial Corporation 2022 Incentive Plan (Filed With SEC on May 9, 2024)

Third Amendment to the Truist Financial Corporation Non-Qualified Defined Contribution Plan (Filed With SEC on May 9, 2024)

Fifth Amendment to the Truist Financial Corporation Non-Qualified Defined Benefit Plan (January 1, 2012 Restatement) (Filed With SEC on May 9, 2024)

Eighth Amendment to the Truist Financial Corporation Pension Plan (October 1, 2020 Restatement) (Filed With SEC on May 9, 2024)

Eighth Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) (Filed With SEC on May 9, 2024)

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed With SEC on May 9, 2024)

Second Supplemental Indenture, dated as of June 6, 2022, between the Company and U.S. Bank Trust Company, National Association (Filed With SEC on February 27, 2024)

Second Amendment to Master Trust Agreement (Non-Qualified Plans) between Fidelity Management Trust Company and Truist Financial Corporation (Filed With SEC on February 27, 2024)

Third Amendment to the Truist Financial Corporation Pension Plan (October 1, 2020 Restatement) (Filed With SEC on February 27, 2024)

Fourth Amendment to the Truist Financial Corporation Pension Plan (October 1, 2020 Restatement) (Filed With SEC on February 27, 2024)

Fifth Amendment to the Truist Financial Corporation Pension Plan (October 1, 2020 Restatement) (Filed With SEC on February 27, 2024)

Seventh Amendment to the Truist Financial Corporation Pension Plan (October 1, 2020 Restatement) (Filed With SEC on February 27, 2024)

Sixth Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) (Filed With SEC on February 27, 2024)

Seventh Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) (Filed With SEC on February 27, 2024)

Amended and Restated Management Change of Control, Severance, and Noncompetition Plan (Filed With SEC on February 27, 2024)

Subsidiaries of the Registrant (Filed With SEC on February 27, 2024)

Equity Interest Purchase Agreement, dated as of February 20, 2024, by and among Trident Butterfly Investor, Inc., Panther Blocker I, Inc., Panther Blocker II, Inc., Truist Bank,... (Filed With SEC on February 20, 2024)

Distribution Agreement, dated as of January 19, 2024, between the Company and Truist Securities, Inc. and the other Agents listed on Annex A thereto (Filed With SEC on January 19, 2024)

Officers Certificate and Company Order, dated as of January 19, 2024, establishing the form and certain terms of the Medium-Term Notes, Series I (Senior) (excluding exhibits... (Filed With SEC on January 19, 2024)

Officers Certificate and Company Order, dated as of January 19, 2024, establishing the form and certain terms of the Medium-Term Notes, Series J (Subordinated) (excluding exhibits... (Filed With SEC on January 19, 2024)

Specimen Notes (Filed With SEC on January 19, 2024)

Fifth Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) (Filed With SEC on October 31, 2023)

Statement re computation of earnings per share (Filed With SEC on October 31, 2023)

First Amendment and Resolutions to the Truist Financial Corporation Non-Qualified Deferred Compensation Plan (Filed With SEC on July 31, 2023)

Statement re computation of earnings per share (Filed With SEC on July 31, 2023)

Form of Performance Unit Award Agreement (Senior Executive 60/5 Retirement) for the Truist Financial Corporation 2022 Incentive Plan (Filed With SEC on May 1, 2023)

Form of Performance Unit Award Agreement (Senior Executive 60/10 Retirement) for the Truist Financial Corporation 2022 Incentive Plan (Filed With SEC on May 1, 2023)

Form of LTIP Award Agreement (Senior Executive 60/5 Retirement) for the Truist Financial Corporation 2022 Incentive Plan (Filed With SEC on May 1, 2023)

Form of LTIP Award Agreement (Senior Executive 60/10 Retirement) for the Truist Financial Corporation 2022 Incentive Plan (Filed With SEC on May 1, 2023)

2023 Employment Agreement by and between Truist Insurance Holdings, Inc. and John Howard (Filed With SEC on May 1, 2023)

Statement re computation of earnings per share (Filed With SEC on May 1, 2023)

Second Supplemental Indenture, dated as of June 6, 2022, between the Company and U.S. Bank Trust Company, National Association (Filed With SEC on February 28, 2023)

BB&T Nonqualified Defined Benefit Plan (January 1, 2012 Restatement) (Filed With SEC on February 28, 2023)

Fourth Amendment to the Truist Financial Corporation 401(k) Savings Plan (August 1, 2020 Restatement) (Filed With SEC on February 28, 2023)

SunTrust Banks, Inc. Directors Deferred Compensation Plan, amended and restated as of January 1, 2009 (Filed With SEC on February 28, 2023)

Retirement and Consulting Agreement between the Company and Daryl N. Bible (Filed With SEC on February 28, 2023)

Statement re computation of earnings per share (Filed With SEC on October 31, 2022)

Truist Financial Corporation Management Change of Control, Severance, and Noncompetition Plan (Filed With SEC on August 1, 2022)

Fourth Supplemental Indenture, dated as of July 28, 2022, between the Company and U.S. Bank Trust Company, National Association (Filed With SEC on July 28, 2022)

Management Change of Control, Severance, and Noncompetition Plan (Filed With SEC on July 26, 2022)

Second Supplemental Indenture, dated as of June 6, 2022, between the Company and U.S. Bank Trust Company, National Association (Filed With SEC on June 6, 2022)

Form of Employee Restricted Stock Unit Agreement for the Truist Financial Corporation 2022 Incentive Plan (Filed With SEC on May 5, 2022)

Statement re computation of earnings per share (Filed With SEC on May 5, 2022)

Other instruments defining the rights of holders of long-term debt securities of Truist are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. Truist agrees... (Filed With SEC on February 23, 2022)

Fourth Amendment to the BB&T Non-Qualified Benefit Plan (January 1, 2012 Restatement) (Filed With SEC on February 23, 2022)

Form of Employee Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (4-Year Vesting with Clawback Provision) (Filed With SEC on February 23, 2022)

Second Amendment to the Truist Financial Corporation 401(k) Saving Plan (August 1, 2020 Restatement) (Filed With SEC on February 23, 2022)

SunTrust Banks, Inc. Directors Deferred Compensation Plan, amended and restated as of January 1, 2009 (Filed With SEC on February 23, 2022)

Employment Agreement by and between Truist Insurance Holdings, Inc. and John Howard Employment Agreement (Filed With SEC on February 23, 2022)

Qualified Trust Agreement between Truist Financial Corporation and Fidelity Management Trust Company (July 15, 2020) (Filed With SEC on February 23, 2022)

First Amendment to Employment Agreement with John Howard (Filed With SEC on November 2, 2021)

Statement re computation of earnings per share (Filed With SEC on November 2, 2021)

Form of Restricted Stock Unit Agreement (Executive Officers) for the Truist Financial Corporation 2012 Incentive Plan (effective 2021) (Filed With SEC on May 3, 2021)

Form of LTIP Award Agreement for the Truist Financial Corporation 2012 Incentive Plan (effective 2021) (Filed With SEC on May 3, 2021)

Form of Performance Unit Award Agreement for the Truist Financial Corporation 2012 Incentive Plan (effective 2021) (Filed With SEC on May 3, 2021)

Statement re computation of earnings per share (Filed With SEC on May 3, 2021)

Other instruments defining the rights of holders of long-term debt securities of Truist are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. Truist agrees... (Filed With SEC on February 24, 2021)

Master Trust Agreement (NonQualified Plans) between Truist Financial Corporation and Fidelity Management Trust Company (Filed With SEC on February 24, 2021)

Truist Financial Corporation 401(k) Savings Plan (Filed With SEC on February 24, 2021)

Qualified Trust Agreement between Truist Financial Corporation and Fidelity Management Trust Company (July 15, 2020) (Filed With SEC on February 24, 2021)

First Amendment to Qualified Trust Agreement between Truist Financial Corporation and Fidelity Management Trust Company (July 15, 2020) (Filed With SEC on February 24, 2021)

SunTrust Banks, Inc. Directors Deferred Compensation Plan, amended and restated as of January 1, 2009 (Filed With SEC on February 24, 2021)

Statement re computation of earnings per share (Filed With SEC on February 24, 2021)

Underwriting Agreement, dated July 30, 2020, between the Company and BB&T Capital Markets, a division of BB&T Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC... (Filed With SEC on August 3, 2020)

Articles of Amendment of the Company with respect to Series R Non-Cumulative Perpetual Preferred Stock filed on July 31, 2020 (Filed With SEC on August 3, 2020)

Deposit Agreement, dated as of August 3, 2020, between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary (Filed With SEC on August 3, 2020)

Underwriting Agreement, dated June 16, 2020, between the Company and RBC Capital Markets, LLC, Goldman Sachs & Co. LLC and SunTrust Robinson Humphrey, Inc., as representatives of... (Filed With SEC on June 19, 2020)

Articles of Amendment of the Company with respect to the 5.100% Series Q Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock filed on June 18, 2020 (Filed With SEC on June 19, 2020)

Deposit Agreement, dated as of June 19, 2020, between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary (Filed With SEC on June 19, 2020)

Underwriting Agreement, dated May 27, 2020, between the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc., as representatives of... (Filed With SEC on June 1, 2020)

Articles of Amendment of the Company with respect to the 4.950% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock filed on May 29, 2020 (Filed With SEC on June 1, 2020)

Deposit Agreement, dated June 1, 2020, between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary (Filed With SEC on June 1, 2020)

Underwriting Agreement, dated May 19, 2020, between the Company and BB&T Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities... (Filed With SEC on May 27, 2020)

Articles of Amendment of the Company with respect to Series O Non-Cumulative Perpetual Preferred Stock on filed May 22, 2020 (Filed With SEC on May 27, 2020)

Deposit Agreement, dated May 27, 2020, between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary (Filed With SEC on May 27, 2020)

Form of Restricted Stock Unit Agreement (Executive Officers) for the Truist Financial Corporation 2012 Incentive Plan (effective 2020) (Filed With SEC on May 8, 2020)

Form of LTIP Award Agreement for the Truist Financial Corporation 2012 Incentive Plan (effective 2020) (Filed With SEC on May 8, 2020)

Form of Performance Unit Award Agreement for the Truist Financial Corporation 2012 Incentive Plan (effective 2020) (Filed With SEC on May 8, 2020)

Statement re computation of earnings per share (Filed With SEC on May 8, 2020)

Other instruments defining the rights of holders of long-term debt securities of Truist are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. Truist agrees... (Filed With SEC on March 3, 2020)

Statement re computation of earnings per share (Filed With SEC on March 3, 2020)

Amendment No. 1 to Amended and Restated Declaration of Trust of SunTrust Preferred Capital I, dated as of June 25, 2009, among SunTrust, as Sponsor and Holder of all of the common... (Filed With SEC on December 9, 2019)

Certificate of Trust of SunTrust Preferred Capital I (Filed With SEC on December 9, 2019)

Guarantee Agreement, dated as of October 25, 2006, between SunTrust and U.S. Bank National Association (Filed With SEC on December 9, 2019)

Deposit Agreement, dated as of November 7, 2014, among SunTrust, U.S. Bank National Association, and the holders from time to time of the Depositary Receipts described therein (Filed With SEC on December 9, 2019)

Form of Depositary Receipt in respect of depositary shares representing 1/100th interest in a share of the Companys Series K Non-Cumulative Perpetual Preferred Stock (Filed With SEC on December 9, 2019)

Deposit Agreement, dated as of May 2, 2017, among SunTrust, U.S. Bank National Association, and the holders from time to time of the Depositary Receipts described therein (Filed With SEC on December 9, 2019)

Form of Depositary Receipt No. 1 in respect of depositary shares representing 1/100th interest in a share of the Companys Series L Non-Cumulative Perpetual Preferred Stock (Filed With SEC on December 9, 2019)

Form of Depositary Receipt No. 2 in respect of depositary shares representing 1/100th interest in a share of the Companys Series L Non-Cumulative Perpetual Preferred Stock (Filed With SEC on December 9, 2019)

Deposit Agreement, dated as of November 14, 2017, among SunTrust, U.S. Bank National Association, and the holders from time to time of the Depositary Receipts described therein (Filed With SEC on December 9, 2019)

Form of Depositary Receipt in respect of depositary shares representing 1/100th interest in a share of the Companys Series M Non-Cumulative Perpetual Preferred Stock (Filed With SEC on December 9, 2019)

Amended and Restated Declaration of Trust, dated as of October 25, 2006, among SunTrust as Sponsor, U.S. Bank National Association as Property Trustee, U.S. Bank Trust National... (Filed With SEC on December 9, 2019)

First Amendment to 2016 Employment Agreement with Jim. D. Godwin (Filed With SEC on July 31, 2019)

First Amendment to 2014 Employment Agreement with Robert J. Johnson, Jr (Filed With SEC on July 31, 2019)

First Amendment to 2016 Employment Agreement with Brant J. Standridge (Filed With SEC on July 31, 2019)

First Amendment to 2016 Employment Agreement with David H. Weaver (Filed With SEC on July 31, 2019)

First Amendment to 2016 Employment Agreement with Dont L. Wilson (Filed With SEC on July 31, 2019)

First Amendment to 2012 Employment Agreement with W. Rufus Yates (Filed With SEC on July 31, 2019)

Form of Synergy Incentive Award Letter with each of W. Bennett Bradley, Jim. D. Godwin, Robert J. Johnson, Jr. and W. Rufus Yates (Filed With SEC on July 31, 2019)

Form of Synergy Incentive Award Letter with each of Brant J. Standridge, David H. Weaver and Dont L. Wilson (Filed With SEC on July 31, 2019)

Statement re computation of earnings per share (Filed With SEC on July 31, 2019)

Underwriting Agreement, dated July 22, 2019, between the Company and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC (Filed With SEC on July 29, 2019)

Articles of Amendment of the Company with respect to 4.800% Series N Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock filed July 24, 2019 (Filed With SEC on July 29, 2019)

Deposit Agreement, dated as of July 29, 2019, between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary (Filed With SEC on July 29, 2019)

First Amendment to Agreement and Plan of Merger by and between SunTrust Banks, Inc. and BB&T Corporation, dated as of June 14, 2019 (Filed With SEC on June 14, 2019)

Form of Synergy Incentive Award Letter with each of Daryl N. Bible and Clarke R. Starnes, III (Filed With SEC on June 3, 2019)

Synergy Incentive Award Letter with Donna C. Goodrich (Filed With SEC on June 3, 2019)

Synergy Incentive Award Letter with Christopher L. Henson (Filed With SEC on June 3, 2019)

Form of First Amendment to Employment Agreement with each of Daryl N. Bible and Clarke R. Starnes, III (Filed With SEC on June 3, 2019)

Form of First Amendment to Employment Agreement with each of Donna C. Goodrich and Christopher L. Henson (Filed With SEC on June 3, 2019)

Form of LTIP Award Agreement for the BB&T Corporation 2012 Incentive Plan (effective 2019) (Filed With SEC on April 30, 2019)

Form of Performance Unit Award Agreement for the BB&T Corporation 2012 Incentive Plan (effective 2019) (Filed With SEC on April 30, 2019)

Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Kelly S. King dated as of February 7, 2019 (Filed With SEC on April 30, 2019)

Form of Notice of Term Non-Renewal under Employment Agreements (Filed With SEC on March 6, 2019)

Amended and Restated Employment Agreement, dated as of February 7, 2019, by and among BB&T Corporation, Branch Banking and Trust Company, and Kelly S. King (Filed With SEC on February 13, 2019)

Agreement and Plan of Merger, dated as of February 7, 2019, by and between SunTrust Banks, Inc. and BB&T Corporation (Filed With SEC on February 13, 2019)

Amended and Restated Officers Certificate and Company Order, dated as of June 1, 2018, with respect to the establishment of the Series G Notes (excluding exhibits thereto) (Filed With SEC on June 1, 2018)

Amended and Restated Officers Certificate and Company Order, dated as of June 1, 2018, with respect to the establishment of the Series H Notes (excluding exhibits thereto) (Filed With SEC on June 1, 2018)

Series G (Senior) Form of Global Fixed Rate Note (Filed With SEC on June 1, 2018)

Series G (Senior) Form of Global Floating Rate Note (Filed With SEC on June 1, 2018)

Series G (Senior) Form of Global OID Zero Coupon Note (Filed With SEC on June 1, 2018)

Series G (Senior) Form of Global OID Fixed Rate Note (Filed With SEC on June 1, 2018)

Series G (Senior) Form of Master Global Note (Filed With SEC on June 1, 2018)

Series H (Subordinated) Form of Global Fixed Rate Note (Filed With SEC on June 1, 2018)

Series H (Subordinated) Form of Global Floating Rate Note (Filed With SEC on June 1, 2018)

Series H (Subordinated) Form of Global OID Zero Coupon Note (Filed With SEC on June 1, 2018)

Series H (Subordinated) Form of Global OID Fixed Rate Note (Filed With SEC on June 1, 2018)

Series H (Subordinated) Form of Master Global Note (Filed With SEC on June 1, 2018)

Form of Performance Unit Award Agreement for the BB&T Corporation 2012 Incentive Plan (effective 2018) (Filed With SEC on April 30, 2018)

Statement re: Computation of Ratios (Filed With SEC on April 30, 2018)

BB&TCorporation (a North Carolina corporation) Medium-Term Notes, Series G (Senior) Medium-Term Notes, Series H (Subordinated) DISTRIBUTION AGREEMENT (Filed With SEC on June 30, 2017)

BB&T CORPORATION Medium-TermNotes, Series G (Senior) Officers Certificate and Company Order (Filed With SEC on June 30, 2017)

BB&T CORPORATION Medium-TermNotes, Series H (Subordinated) Officers Certificate and Company Order (Filed With SEC on June 30, 2017)

BB&T Corporation Medium-Term Note, Series G (Senior) (Global Fixed Rate Note) (Filed With SEC on June 30, 2017)

BB&T Corporation Medium-Term Note, Series G (Senior) (Global Floating Rate Note) (Filed With SEC on June 30, 2017)

BB&T Corporation Medium-Term Note, Series G (Senior) (Global Original Issue Discount Fixed Rate Note) (Filed With SEC on June 30, 2017)

BB&T Corporation Medium-Term Note, Series G (Senior) (Master Global Note) (Filed With SEC on June 30, 2017)

- 1 - (Filed With SEC on June 30, 2017)

- 2 - (Filed With SEC on June 30, 2017)

BB&T Corporation Medium-Term Note, Series H (Subordinated) (Global Original Issue Discount Zero Coupon Note) (Filed With SEC on June 30, 2017)

BB&T Corporation Medium-Term Note, Series H (Subordinated) (Global Original Issue Discount Fixed Rate Note) (Filed With SEC on June 30, 2017)

BB&T Corporation Medium-Term Note, Series H (Subordinated) (Master Global Note) (Filed With SEC on June 30, 2017)

BB&T CORPORATION 2012 INCENTIVE PLAN LTIP Award Agreement (Senior Executive) (Filed With SEC on April 24, 2017)

BB&T CORPORATION 2012 INCENTIVE PLAN Performance Unit Award Agreement (Senior Executive) (Filed With SEC on April 24, 2017)

2016 EMPLOYMENT AGREEMENT (Filed With SEC on October 24, 2016)

TERMINATION AGREEMENT AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COLONIAL BANK MONTGOMERY, ALABAMA FEDERAL DEPOSIT INSURANCE CORPORATION and BRANCH BANKING & TRUST... (Filed With SEC on September 15, 2016)

BB&T CORPORATION 2012 INCENTIVE PLAN LTIP Award Agreement (Senior Executive) (Filed With SEC on April 29, 2016)

17,000,000Depositary Shares BB&T Corporation Each Representing 1/1,000th Interest in a Share of Series H Non-Cumulative Perpetual Preferred Stock Underwriting Agreement (Filed With SEC on March 9, 2016)

ARTICLES OF AMENDMENT OF BB&TCORPORATION (Filed With SEC on March 9, 2016)

DEPOSIT AGREEMENT between BB&TCORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHAREINC., jointly as Depositary Dated as of March 9, 2016 TABLE OF CONTENTS (Filed With SEC on March 9, 2016)

BB&T NON-QUALIFIEDDEFINED BENEFIT PLAN (January 1, 2012 Restatement) (Filed With SEC on February 25, 2016)

FIRST AMENDMENT TO THE BB&T NON-QUALIFIED DEFINED BENEFIT PLAN (January 1, 2012 Restatement) (Filed With SEC on February 25, 2016)

SECOND AMENDMENT TO THE BB&T NON-QUALIFIED DEFINED BENEFIT PLAN (January 1, 2012 Restatement) (Filed With SEC on February 25, 2016)

BB&TNON-QUALIFIED DEFINED CONTRIBUTION PLAN (January1, 2012 Restatement) (Filed With SEC on February 25, 2016)

BB&T CORPORATION NON-QUALIFIED DEFERRED COMPENSATION TRUST AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2012 (Filed With SEC on February 25, 2016)

2016 EMPLOYMENT AGREEMENT (Filed With SEC on February 25, 2016)

AGREEMENT ANDPLAN OF MERGER by and between BB&T CORPORATION and NATIONAL PENN BANCSHARES, INC. Dated as ofAugust 17, 2015 TABLE OF CONTENTS (Filed With SEC on August 20, 2015)

BB&T Corporation Merger Completion IncentiveProgram - Summary (Filed With SEC on July 30, 2015)

BB&T CORPORATION 2012 INCENTIVE PLAN Restricted Stock Unit Agreement (Non-Employee Directors) (Filed With SEC on April 27, 2015)

AGREEMENT ANDPLAN OF MERGER by and between BB&T CORPORATION and SUSQUEHANNA BANCSHARES, INC. Dated as ofNovember 11, 2014 TABLE OF CONTENTS (Filed With SEC on November 17, 2014)

BB&T Corporation (aNorth Carolina corporation) Medium-Term Notes, Series E (Senior) Medium-Term Notes, Series F (Subordinated) DISTRIBUTION AGREEMENT (Filed With SEC on August 5, 2014)

BB&T CORPORATION Medium-TermNotes, Series E (Senior) Officers Certificate and Company Order (Filed With SEC on August 5, 2014)

BB&T CORPORATION Medium-TermNotes, Series F (Subordinated) Officers Certificate and Company Order (Filed With SEC on August 5, 2014)

(Reverse Side of Note) (Filed With SEC on August 5, 2014)

Medium-Term Note, Series F (Subordinated) (Master Global Note) (Filed With SEC on August 5, 2014)

BB&T CORPORATION 2012 INCENTIVE PLAN LTIP Award Agreement (Senior Executive) (Filed With SEC on April 30, 2014)

BB&T CORPORATION 2012 INCENTIVE PLAN Restricted Stock Unit Agreement (Tier 2 Employee) (Filed With SEC on April 30, 2014)

BB&T CORPORATION 2012 INCENTIVE PLAN Restricted Stock Unit Agreement (Performance-Based Vesting Component) (Senior Executive) (Filed With SEC on April 30, 2014)

BB&T CORPORATION 2012 INCENTIVE PLAN Nonqualified Option Agreement (Senior Executive) (Filed With SEC on April 30, 2014)

2014 EMPLOYMENT AGREEMENT (Filed With SEC on April 30, 2014)

BB&T CORPORATION 2012 INCENTIVE PLAN Nonqualified Option Agreement (Employee) (Filed With SEC on May 2, 2013)

BB&T CORPORATION 2012 INCENTIVE PLAN Restricted Stock Unit Agreement (Non-Employee Directors) (Filed With SEC on May 2, 2013)

BB&T CORPORATION 2012 INCENTIVE PLAN Restricted Stock Unit Agreement (Performance-Based Vesting Component) (Filed With SEC on May 2, 2013)

BB&T CORPORATION 2012 INCENTIVE PLAN LTIP Award Agreement (Filed With SEC on May 2, 2013)

18,000,000 Depositary Shares BB&T Corporation Each Representing 1/1000th Interest in a Share of Series G Non-Cumulative Perpetual PreferredStock Underwriting Agreement (Filed With SEC on May 1, 2013)

ARTICLES OF AMENDMENT OF BB&T CORPORATION (Filed With SEC on May 1, 2013)

DEPOSIT AGREEMENT between BB&T CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary Dated as of May 1, 2013 TABLE OF CONTENTS (Filed With SEC on May 1, 2013)

AMENDEDAND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on December 19, 2012)

2012 EMPLOYMENT AGREEMENT (Filed With SEC on November 2, 2012)

18,000,000 Depositary Shares BB&T Corporation Each Representing 1/1000th Interest in a Share of Series F Non-CumulativePerpetual Preferred Stock Underwriting Agreement (Filed With SEC on October 31, 2012)

ARTICLES OF AMENDMENT OF BB&T CORPORATION (Filed With SEC on October 31, 2012)

DEPOSIT AGREEMENT between BB&T CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary Dated as of October 31, 2012 (Filed With SEC on October 31, 2012)

BB&T CORPORATION 2012 INCENTIVE PLAN Nonqualified Option Agreement (Employee) (Filed With SEC on August 7, 2012)

BB&T CORPORATION 2012 INCENTIVE PLAN Restricted Stock Unit Agreement (Employee) (Filed With SEC on August 7, 2012)

40,000,000 Depositary Shares BB&T Corporation Each Representing 1/1000th Interest in a Share of Series E Non-Cumulative Perpetual PreferredStock Underwriting Agreement (Filed With SEC on July 31, 2012)

ARTICLES OF AMENDMENT OF BB&T CORPORATION (Filed With SEC on July 31, 2012)

DEPOSIT AGREEMENT between BB&T CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary Dated as of July 31, 2012 (Filed With SEC on July 31, 2012)

BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Nonqualified Stock Option Agreement (Employee) (Filed With SEC on May 4, 2012)

BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement (Employee) (Filed With SEC on May 4, 2012)

BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Performance Unit Award Agreement (Filed With SEC on May 4, 2012)

20,000,000 Depositary Shares BB&T Corporation Each Representing 1/1000th Interest in a Share of Series D Non-Cumulative Perpetual PreferredStock Underwriting Agreement (Filed With SEC on May 1, 2012)

ARTICLES OF AMENDMENT OF BB&T CORPORATION (Filed With SEC on May 1, 2012)

DEPOSIT AGREEMENT between BB&T CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary Dated as of May 1, 2012 TABLE OF CONTENTS (Filed With SEC on May 1, 2012)

NON-EMPLOYEE DIRECTORS NON-QUALIFIED STOCK OPTION AGREEMENT BB&T CORPORATION (Filed With SEC on February 27, 2012)

SECOND AMENDMENT TO THE BB&T CORPORATION TARGET PENSION PLAN (January 1, 2009 Restatement) (Filed With SEC on February 27, 2012)

THIRD AMENDMENT TO THE BB&T CORPORATION TARGET PENSION PLAN (January 1, 2009 Restatement) (Filed With SEC on February 27, 2012)

SECOND AMENDMENT TO THE BB&T CORPORATION NON QUALIFIED DEFINED BENEFIT PLAN (January 1, 2009 Restatement) (Filed With SEC on February 27, 2012)

THIRD AMENDMENT TO THE BB&T CORPORATION NON QUALIFIED DEFINED BENEFIT PLAN (January 1, 2009 Restatement) (Filed With SEC on February 27, 2012)

BB&T Corporation (a North Carolina corporation) Medium-Term Notes, Series C (Senior) Medium-Term Notes, Series D(Subordinated) DISTRIBUTION AGREEMENT (Filed With SEC on August 12, 2011)

BB&T CORPORATION Medium-Term Notes, Series C (Senior) Officers Certificate and Company Order (Filed With SEC on August 12, 2011)

BB&T CORPORATION Medium-Term Notes, Series D (Subordinated) Officers Certificate and Company Order (Filed With SEC on August 12, 2011)

BB&T Corporation Medium-Term Note, Series C (Senior) (Global Fixed Rate Note) (Filed With SEC on August 12, 2011)

BB&T Corporation Medium-Term Note, Series C (Senior) (Global Floating RateNote) (Filed With SEC on August 12, 2011)

BB&T Corporation Medium-Term Note, Series C (Senior) (Global Original Issue Discount Fixed Rate Note) (Filed With SEC on August 12, 2011)

BB&T Corporation Medium-Term Note, Series C (Senior) (Master GlobalNote) (Filed With SEC on August 12, 2011)

BB&T Corporation Medium-Term Note, Series D (Subordinated) (Global Fixed Rate Note) (Filed With SEC on August 12, 2011)

BB&T Corporation Medium-Term Note, Series D (Subordinated) (Global Floating RateNote) (Filed With SEC on August 12, 2011)

BB&T Corporation Medium-Term Note, Series D (Subordinated) (Master GlobalNote) (Filed With SEC on August 12, 2011)

BB&T CORPORATION Nonqualified Stock Option Agreement (Filed With SEC on February 25, 2011)

SOUTHERN NATIONAL DEFERRED COMPENSATION PLAN FOR KEY EXECUTIVES Effective January 1, 1989 TABLE OF CONTENTS (Filed With SEC on February 25, 2011)

FIRST AMENDMENT TO THE BB&T CORPORATION TARGET PENSION PLAN (January 1, 2009 Restatement) (Filed With SEC on February 25, 2011)

FIRST AMENDMENT TO THE BB&T CORPORATION NON-QUALIFIED DEFINED BENEFIT PLAN (January 1, 2009 Restatement) (Filed With SEC on February 25, 2011)

BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement (Performance-Based Vesting Component) (Filed With SEC on June 25, 2010)

FIRST AMENDMENT TO BB&T CORPORATION SHORT-TERM INCENTIVE PLAN (January 1, 2009 Restatement) (Filed With SEC on May 7, 2010)

BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement (Non-Employee Directors) (Filed With SEC on May 7, 2010)

BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Nonqualified Stock Option Agreement (Non-Employee Directors) (Filed With SEC on May 7, 2010)

BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement (Employee) (Filed With SEC on May 7, 2010)

BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Nonqualified Stock Option Agreement (Employee) (Filed With SEC on May 7, 2010)

BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Performance Unit Award Agreement (Filed With SEC on May 7, 2010)

BB&T CORPORATION SECOND SUPPLEMENTAL INDENTURE Dated as of September 24, 2004 To INDENTURE REGARDING SUBORDINATED SECURITIES (Filed With SEC on February 26, 2010)

FIRST VIRGINIA BANKS, INC. 1986 KEY EMPLOYEE SALARYREDUCTION DEFERRED COMPENSATION PLAN FIRST VIRGINIA BANKS, INC. (Filed With SEC on February 26, 2010)

Enhanced Trust PreferredSecurities BB&T Capital Trust VII Guaranteed to the extent set forth in the Guarantee Agreement by BB&T Corporation Underwriting Agreement (Filed With SEC on October 28, 2009)

BB&T CORPORATION (Filed With SEC on October 28, 2009)

AMENDED AND RESTATED TRUST AGREEMENT among BB&T CORPORATION, as Depositor U. S. BANK NATIONAL ASSOCIATION, (Filed With SEC on October 28, 2009)

GUARANTEE AGREEMENT by and between BB&T CORPORATION as Guarantor and (Filed With SEC on October 28, 2009)

33,450,000 Shares BB&T Corporation Common Stock ($5.00 par value) (Filed With SEC on August 21, 2009)

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK (Filed With SEC on August 17, 2009)

Enhanced Trust Preferred Securities (Filed With SEC on July 28, 2009)

BB&T CORPORATION AND U.S. BANK NATIONAL ASSOCIATION (Filed With SEC on July 28, 2009)

AMENDED AND RESTATED TRUST AGREEMENT among BB&TCORPORATION, as Depositor U. S. BANK NATIONAL ASSOCIATION, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee (Filed With SEC on July 28, 2009)

GUARANTEE AGREEMENT (Filed With SEC on July 28, 2009)

75,000,000 Shares BB&T Corporation (Filed With SEC on May 18, 2009)

BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement (Employee) (Filed With SEC on May 8, 2009)

BB&T Corporation (a North Carolina corporation) Medium-Term Notes, Series A (Senior) Medium-Term Notes, Series B (Subordinated) DISTRIBUTION AGREEMENT (Filed With SEC on May 4, 2009)

SYNDICATED TERMS AGREEMENT (Filed With SEC on May 4, 2009)

FIRST SUPPLEMENTAL INDENTURE DATED AS OF MAY 4, 2009 (Filed With SEC on May 4, 2009)

THIRD SUPPLEMENTAL INDENTURE DATED AS OF MAY 4, 2009 (Filed With SEC on May 4, 2009)

BB&T CORPORATION Medium-Term Notes, Series A (Senior) (Filed With SEC on May 4, 2009)

BB&T CORPORATION Medium-Term Notes, Series B (Subordinated) (Filed With SEC on May 4, 2009)

BB&T Corporation Medium-Term Note, Series A (Senior) (Filed With SEC on May 4, 2009)

2 (Reverse Side of Note) (Filed With SEC on May 4, 2009)

BB&T CORPORATION FIRST SUPPLEMENTAL INDENTURE (Filed With SEC on February 27, 2009)

2008 DECLARATION OF AMENDMENT TO BB&T CORPORATION (Filed With SEC on February 27, 2009)

409A DECLARATION OF AMENDMENT TO BB&T CORPORATION (Filed With SEC on February 27, 2009)

2008 DECLARATION OF AMENDMENT TO BB&T CORPORATION AMENDED AND RESTATED (Filed With SEC on February 27, 2009)

BB&T CORPORATION SHORT-TERM INCENTIVE PLAN (Filed With SEC on February 27, 2009)

BB&T CORPORATION TARGET PENSION PLAN (January 1, 2009 Restatement) BB&T CORPORATION TARGET PENSION PLAN (January 1, 2009 Restatement) TABLE OF CONTENTS (Filed With SEC on February 27, 2009)

BB&T CORPORATION NON-QUALIFIED DEFINED BENEFIT PLAN (January 1, 2009 Restatement) BB&T CORPORATION NON-QUALIFIED DEFINED BENEFIT PLAN (Filed With SEC on February 27, 2009)

BB&T CORPORATION NON-QUALIFIED DEFINED CONTRIBUTION PLAN (Filed With SEC on February 27, 2009)

BB&T CORPORATION SUPPLEMENTAL DEFINED CONTRIBUTION (Filed With SEC on February 27, 2009)

2008 AMENDMENT TO 2006 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 27, 2009)

2008 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 27, 2009)

ARTICLES OF AMENDMENT OF BB&T CORPORATION (Filed With SEC on November 19, 2008)

WARRANT to purchase 13,902,573 Shares of Common Stock of BB&T Corporation Issue Date: November 14, 2008 (Filed With SEC on November 19, 2008)

UNITED STATES DEPARTMENT OF THE TREASURY 1500 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20220 (Filed With SEC on November 19, 2008)

Enhanced Trust Preferred Securities (Filed With SEC on September 10, 2008)

BB&T CORPORATION AND U.S. BANK NATIONAL ASSOCIATION (Filed With SEC on September 10, 2008)

AMENDED AND RESTATED TRUST AGREEMENT among BB&TCORPORATION, as Depositor U. S. BANK NATIONAL ASSOCIATION, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee (Filed With SEC on September 10, 2008)

GUARANTEE AGREEMENT (Filed With SEC on September 10, 2008)

BB&T CORPORATION AMENDED AND RESTATED (Filed With SEC on February 28, 2008)

BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Performance Unit AwardAgreement (Filed With SEC on February 28, 2008)

BB&T CORPORATION AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN (Filed With SEC on February 28, 2008)

2006 DECLARATION OF AMENDMENT TO BB&T CORPORATION NON-QUALIFIED (Filed With SEC on February 28, 2008)

2005 DECLARATION OF AMENDMENT TO BB&T CORPORATION SUPPLEMENTAL DEFINED (Filed With SEC on February 28, 2008)

AGREEMENT TO AMEND BB&T CORPORATION NON-QUALIFIED (Filed With SEC on February 28, 2008)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 28, 2008)

Fixed to Floating Rate Capital Securities BB&T Capital Trust IV Guaranteed to the extent set forth in the Guarantee Agreement by BB&T Corporation Underwriting Agreement (Filed With SEC on June 12, 2007)

THIRD SUPPLEMENTAL INDENTURE BB&T CORPORATION to U.S. BANK NATIONAL ASSOCIATION as Trustee Dated as of June 12, 2007 (Filed With SEC on June 12, 2007)

AMENDED AND RESTATED TRUST AGREEMENT among BB&T CORPORATION, as Depositor U. S. BANK NATIONAL ASSOCIATION, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and... (Filed With SEC on June 12, 2007)

GUARANTEE AGREEMENT by and between BB&T CORPORATION as Guarantor and U.S. BANK NATIONAL ASSOCIATION as Guarantee Trustee relating to BB&T CAPITAL TRUST IV Dated as of June 12, 2007 (Filed With SEC on June 12, 2007)

BB&T CORPORATION 2004 STOCK INCENTIVE PLAN (Filed With SEC on February 27, 2007)

BB&T CORPORATION 2004 STOCK INCENTIVE PLAN Nonqualified Stock Option Agreement (Non-Employee Directors) (Filed With SEC on February 27, 2007)

BB&T CORPORATION 2004 STOCK INCENTIVE PLAN (Filed With SEC on February 27, 2007)

BB&T CORPORATION AMENDED AND RESTATED (Filed With SEC on February 27, 2007)

EMPLOYMENT AGREEMENT (Filed With SEC on February 27, 2007)

BB&T CORPORATION 2004 STOCK INCENTIVE PLAN (Filed With SEC on February 27, 2007)

ARTICLE 1 DEFINITIONS (Filed With SEC on June 8, 2006)

[Remainderof this page intentionally left blank.] (Filed With SEC on June 8, 2006)

UnderwritingAgreement (Filed With SEC on June 1, 2006)

[SignaturePage to Follow] (Filed With SEC on February 24, 2006)

BB&T Corporation $400,000,000 4.900% Subordinated Notes Due 2017 Underwriting Agreement (Filed With SEC on July 1, 2005)

2004 DECLARATION OF AMENDMENT TO BB&T CORPORATION NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION AND STOCK OPTION PLAN (Filed With SEC on March 7, 2005)

SOUTHERN NATIONAL (Filed With SEC on March 7, 2005)

SOUTHERN NATIONAL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) Effective January 1, 1989 TABLE OF CONTENTS (Filed With SEC on March 7, 2005)

SETTLEMENT AND NONCOMPETITION (Filed With SEC on March 7, 2005)

Summaryof Terms of Annual Non-Employee Director Option Grant Program (Filed With SEC on February 28, 2005)

FORM OF OPINION OF COMPANYS COUNSEL TO BE DELIVERED PURSUANT TO SECTION 6(c) (Filed With SEC on October 25, 2004)

NON-QUALIFIED DEFINED BENEFIT PLAN (Filed With SEC on March 8, 2004)

EMPLOYMENT AGREEMENT (Filed With SEC on March 8, 2004)

R E C I T A L S: (Filed With SEC on March 8, 2004)

SPECIAL PAY AGREEMENT (Filed With SEC on March 8, 2004)

1983 DIRECTORS DEFERRED COMPENSATION PLAN FIRST VIRGINIA BANKS, INC. 1983 DIRECTORS DEFERRED COMPENSATION PLAN TABLE OF CONTENTS (Filed With SEC on March 8, 2004)

FIRST VIRGINIA BANKS, INC. 1986 KEY EMPLOYEE SALARY REDUCTION DEFERRED COMPENSATION PLAN FIRST VIRGINIA BANKS, INC. 1986 KEY EMPLOYEE SALARY REDUCTION DEFERRED COMPENSATION PLAN (Filed With SEC on March 8, 2004)

BB&TCORPORATION SUPPLEMENTAL DEFINED CONTRIBUTION PLAN FOR HIGHLY COMPENSATED EMPLOYEES AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 2001 (Filed With SEC on March 15, 2002)

BB&TCORPORATION NON-QUALIFIED DEFINED CONTRIBUTION PLAN AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 2001 (Filed With SEC on March 15, 2002)

BB&TCORPORATION NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION AND STOCK OPTION PLAN AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 2001 (Filed With SEC on March 15, 2002)

2001DECLARATION OF AMENDMENT TO BB&T CORPORATION NON-EMPLOYEE DIRECTORS DEFERREDCOMPENSATION AND STOCK OPTION PLAN (Filed With SEC on March 15, 2002)

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