Third Amendment to the Truist Financial Corporation Non-Qualified Defined Contribution Plan (June 1, 2020 Restatement)

    7.2.1 In General: The Board, acting on behalf of the Participating Employers shall have the right at any time and from time to time to amend or terminate the plan and the trust agreement, provided, that (i) except as provided in Sections 7.1 and 10.1, no such amendment or termination may divert the trust funds to purposes other than the exclusive benefit of the participants; and (ii) no such amendment that alters the duties, responsibilities or liabilities of the Trustee may be made unless the Trustee consents thereto in writing. No amendment to the plan shall decrease a participant’s accrued benefit as of the date of such amendment, except to the extent permitted by Section 412(c)(8) of the Code. A plan amendment that has the effect of decreasing a participant’s accrued benefit or eliminating an optional form of distribution shall be treated as reducing an accrued benefit. Notwithstanding the foregoing, and until otherwise decided by the Board, a Senior Executive Vice President of the Company shall have the authority to (i) amend the plan to (A) comply with changes in laws or government rules or regulations

applicable to the plan, (B) maintain the tax-qualified status of the plan, (C) provide for the merger or consolidation of another plan into this     plan, or the transfer of the assets or liabilities of another plan to this plan, and, in connection therewith to comply with the provisions of the Treasury Regulations under Section 411(d)(6) of the Code, (D) revise the Exhibits attached hereto, and (E) make any other amendment provided that the financial impact on the Company of such amendment is below the Sarbanes-Oxley materiality threshold as of the time of such amendment; and (ii) restate the Plan to incorporate all previously adopted amendments or to update the Plan to comply with changes in laws or government rules or regulations applicable to the Plan. See Section 10 for provisions regarding termination of the Plan.

13.4.4 Exhaustion of Administrative Remedies. All claimants under this Plan must exhaust the

administrative remedies under the Plan's claims procedures before taking action, including but not limited to, pursuing any remedies available under ERISA Section 502(a) in any other forum.

(5)Effective as of January 1, 2024, a new Section 13.4.5 is added to read as follows:

13.4.5 Time Limit on Legal Action. Any suit or legal action initiated by a claimant under this Plan must be brought by the claimant no later than one (1) year following the date on which he submitted the last required appeal under these claims procedures. The one (1)-year statute of limitations on suits shall apply in any forum where a claimant initiates such suit or legal action. If a civil action is not filed within this one (1) year period, the claimant's claim will be deemed permanently waived and abandoned, and the claimant shall be barred from bringing an action under ERISA related to his claim.