TFC 10-K Annual Report Dec. 31, 2019 | Alphaminr
TRUIST FINANCIAL CORP
ALPHAMINR

TFC 10-K Fiscal year ended Dec. 31, 2019

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TRUIST FINANCIAL CORP
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TABLE OF CONTENTS
Item 1. BusinessItem 1A. Risk FactorsItem 2. PropertiesItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 9A. Controls and ProceduresItem 8. Financial Statements and Supplementary DataNote 1. Basis Of PresentationNote 2. Business CombinationsNote 3. Securities Financing ActivitiesNote 4. Investment SecuritiesNote 5. Loans and AclNote 6. Premises and EquipmentNote 7. Goodwill and Other Intangible AssetsNote 8. Loan ServicingNote 9. Other Assets and LiabilitiesNote 10. DepositsNote 11. BorrowingsNote 12. Shareholders' EquityNote 13. AociNote 14. Income TaxesNote 15. Benefit PlansNote 16. Commitments and ContingenciesNote 17. Regulatory Requirements and Other RestrictionsNote 18. Fair Value DisclosuresNote 19. Derivative Financial InstrumentsNote 20. Computation Of EpsNote 21. Operating SegmentsNote 22. Parent Company Financial InformationItem 15. Exhibits, Financial Statement Schedules

Exhibits

2.1 Agreement and Plan of Merger, dated as of February7, 2019, by and between SunTrust Banks, Inc. and BB&T Corporation. Incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed February 13, 2019. 2.2 First Amendment to the Agreement and Plan of Merger, dated as of June 14, 2019, by and between SunTrust Banks, Inc. and BB&T Corporation. Incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed June 14, 2019. 3.1 Articles of Incorporation of the Registrant, as amended and restated April 30, 2014. Incorporated herein by reference to Exhibit 3(i) of the Current Report on Form 8-K, filed May 2, 2014. 3.2 Articles of Amendment of the Registrant, dated as of March 4, 2016 Incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed March 9, 2016. 3.3 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. Incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed July 29, 2019. 3.4 Articles of Amendment of the Company with respect to Rollover Preferred Stock Incorporated herein by reference to Exhibit 3.1 of the Form 8-K filed December 9, 2019 3.5 Articles of Amendment of the Registrant with respect to the change of the Registrant's name Incorporated herein by reference to Exhibit 3.2 of the Form 8-K filed December 9, 2019 3.6 Bylaws of the Registrant, as amended and restatedDecember 7, 2019. Incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filedDecember 7, 2019. 4.2 First Supplemental Indenture, dated May 4, 2009, to the Indenture Regarding Senior Securities, dated as of May 24, 1996, between the Registrant and U.S. Bank National Association. Incorporated herein by reference to Exhibit 4.2 of the Current Report on Form 8-K, filed May 4, 2009. 4.4 First Supplemental Indenture, dated as of December 23, 2003, to the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, between the Registrant and U.S. Bank National Association. Incorporated herein by reference to Exhibit 4.5 of the Annual Report on Form 10-K, filed February 27, 2009. 4.5 Second Supplemental Indenture, dated as of September 24, 2004, to the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, between the Registrant and U.S. Bank National Association. Incorporated herein by reference to Exhibit 4.7 of the Annual Report on Form 10-K, filed February 26, 2010. 4.6 Third Supplemental Indenture, dated May 4, 2009, to the Indenture Regarding Subordinated Securities, dated as of May 24, 1996, between the Registrant and U.S. Bank National Association. Incorporated herein by reference to Exhibit 4.6 of the Current Report on Form 8-K, filed May 4, 2009. 4.7 Deposit Agreement, dated as of July 29, 2019, between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary. Incorporated herein by reference to Exhibit 4.2 of the Current Report on Form 8-K, filed July 29, 2019. 4.8 Form of Depositary Receipt. Incorporated herein by reference to Exhibit 4.2 of the Current Report on Form 8-K, filed July 29, 2019. 4.9 Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Filed herewith. 10.1* BB&T Corporation Amended and Restated Non-Employee Directors' Deferred Compensation Plan (amended and restated January 1, 2005). Incorporated herein by reference to Exhibit 10.1 of the Annual Report on Form 10-K, filed February 28, 2008. 10.2* BB&T Corporation Amended and Restated 2004 Stock Incentive Plan, as amended (as amended through February 24, 2009). Incorporated herein by reference to the Appendix to the Proxy Statement for the 2009 Annual Meeting of Shareholders on Schedule 14A, filed March 13, 2009. 10.3* BB&T Corporation 2012 Incentive Plan, as amended Incorporated herein by reference to Exhibit 10.1 of the Registration Statement on Form S-8, filed May 25, 2017. 10.4* Form of Restricted Stock Unit Agreement (Non-Employee Directors) for the BB&T 2012 Incentive Plan (effective 2019). Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed April 30, 2019. 10.5* Form of Non-Employee Director Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (5-Year Vesting). Incorporated herein by reference to Exhibit 10.7 of the Annual Report on Form 10-K, filed February 28, 2008. 10.6* Form of Non-Employee Director Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (4-Year Vesting). Incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed May 7, 2010. 10.7* Form of Employee Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (5-Year Vesting). Incorporated herein by reference to Exhibit 10.8 of the Annual Report on Form 10-K, filed February 28, 2008. 10.8* Form of Employee Nonqualified Stock Option Agreement for the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (4-Year Vesting). Incorporated herein by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q, filed May 7, 2010. 10.9* Southern National Deferred Compensation Plan for Key Executives including amendments. Incorporated herein by reference to Exhibit 10.21 of the Annual Report on Form 10-K, filed February 25, 2011. 10.10* BB&T Non-Qualified Defined Benefit Plan (January 1, 2012 Restatement). Incorporated herein by reference to Exhibit 10.11 of the Annual Report on Form 10-K, filed February 25, 2016. 10.11* First Amendment to the BB&T Non-Qualified Defined Benefit Plan (January 1, 2012 Restatement). Incorporated herein by reference to Exhibit 10.12 of the Annual Report on Form 10-K, filed February 25, 2016. 10.12* Second Amendment to the BB&T Non-Qualified Defined Benefit Plan (January 1, 2012 Restatement). Incorporated herein by reference to Exhibit 10.13 of the Annual Report on Form 10-K, filed February 25, 2016. 10.13* BB&T Non-Qualified Defined Contribution Plan (January 1, 2012 Restatement). Incorporated herein by reference to Exhibit 10.14 of the Annual Report on Form 10-K, filed February 25, 2016. 10.14* BB&T Corporation Non-Qualified Deferred Compensation Trust (Amended and Restated Effective January 1, 2012). Incorporated herein by reference to Exhibit 10.15 of the Annual Report on Form 10-K, filed February 25, 2016. 10.15* 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). Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed May 4, 2012. 10.16* Form of Employee Nonqualified Stock Option Agreement for the BB&T Corporation 2012 Incentive Plan. Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed May 2, 2013. 10.17* Form of Nonqualified Option Agreement (Senior Executive) for the BB&T Corporation 2012 Incentive Plan. Incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q, filed April 30, 2014. 10.18* Form of Director Restricted Stock Unit Agreement for the BB&T Corporation 2012 Incentive Plan. Incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed May 2, 2013. 10.19* Form of Restricted Stock Unit Agreement (Performance-Based Vesting Component)(Senior Executive) for the BB&T Corporation 2012 Incentive Plan. Incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed April 30, 2014. 10.20* Form of LTIP Award Agreement for Executive Officers under the BB&T Corporation 2012 Incentive Plan (2014 2016 performance period). Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed April 30, 2014. 10.21* Form of LTIP Award Agreement for the BB&T Corporation 2012 Incentive Plan (effective 2019). Incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed April 30, 2019. 10.22* Modification of 2016-2018 Long-Term Incentive Performance Award - Summary. Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed July 27, 2016. 10.23* Form of Performance Unit Award Agreement for the BB&T Corporation 2012 Incentive Plan (effective 2019). Incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed April 30, 2019. 10.24* 2008 Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Christopher L. Henson. Incorporated herein by reference to Exhibit 10.21 of the Annual Report on Form 10-K, filed February 27, 2009. 10.25* 2008 Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Daryl N. Bible. Incorporated herein by reference to Exhibit 10.22 of the Annual Report on Form 10-K, filed February 27, 2009. 10.26* 2008 Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Barbara F. Duck. Incorporated herein by reference to Exhibit 10.24 of the Annual Report on Form 10-K, filed February 27, 2009. 10.27* 2008 Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Donna C. Goodrich. Incorporated herein by reference to Exhibit 10.25 of the Annual Report on Form 10-K, filed February 27, 2009. 10.28* 2008 Amended and Restated Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Clarke R. Starnes, III. Incorporated herein by reference to Exhibit 10.27 of the Annual Report on Form 10-K, filed February 27, 2009. 10.29* 2012 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and William R. Yates. Incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed November 2, 2012. 10.30* 2014 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and Robert J. Johnson, Jr. Incorporated herein by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q, filed April 30, 2014. 10.31* 2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and W. Bennett Bradley. Incorporated herein by reference to Exhibit 10.38 of the Annual Report on Form 10-K, filed February 25, 2016. 10.32* 2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and David H. Weaver. Incorporated herein by reference to Exhibit 10.39 of the Annual Report on Form 10-K, filed February 25, 2016. 10.33* 2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and Jimmy D. Godwin. Incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed October 24, 2016. 10.34* 2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and Brant J. Standridge. Incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed October 24, 2016. 10.35* 2016 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and Dont L. Wilson. Incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed October 24, 2016. 10.36* 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. Incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed February 13, 2019. 10.37* Form of Notice of TermNon-Renewalunder Employment Agreements Incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed March 6, 2019. 10.38* Form of Synergy Incentive Award Letter with each of Daryl N. Bible and Clarke R. Starnes, III Incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed June 3, 2019. 10.39* Synergy Incentive Award Letter with Donna C. Goodrich Incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K, filed June 3, 2019. 10.40* Synergy Incentive Award Letter with Christopher L. Henson Incorporated herein by reference to Exhibit 10.3 of the Current Report on Form 8-K, filed June 3, 2019. 10.41* Form of First Amendment to Employment Agreement with each of Daryl N. Bible and Clarke R. Starnes, III Incorporated herein by reference to Exhibit 10.4 of the Current Report on Form 8-K, filed June 3, 2019. 10.42* Form of First Amendment to Employment Agreement with each of Donna C. Goodrich and Christopher L. Henson Incorporated herein by reference to Exhibit 10.5 of the Current Report on Form 8-K, filed June 3, 2019. 10.43* First Amendment to 2016 Employment Agreement with W. Bennett Bradley Incorporated herein by reference to Exhibit 10.6 of the Quarterly Report on Form 10-Q, filed July 31, 2019. 10.44* First Amendment to 2016 Employment Agreement with Jim. D. Godwin Incorporated herein by reference to Exhibit 10.7 of the Quarterly Report on Form 10-Q, filed July 31, 2019. 10.45* First Amendment to 2014 Employment Agreement with Robert J. Johnson, Jr. Incorporated herein by reference to Exhibit 10.8 on the Quarterly Report on Form 10-Q, Filed July 31, 2019. 10.46* First Amendment to 2016 Employment Agreement with Brant J. Standridge Incorporated herein by reference to Exhibit 10.9 of the Quarterly Report on Form 10-Q, filed July 31, 2019. 10.47* First Amendment to 2016 Employment Agreement with David H. Weaver Incorporated herein by reference to Exhibit 10.10 of the Quarterly Report on Form 10-Q, filed July 31, 2019. 10.48* First Amendment to 2016 Employment Agreement with Dont L. Wilson Incorporated herein by reference to Exhibit 10.11 of the Quarterly Report on Form 10-Q, filed July 31, 2019. 10.49* First Amendment to 2012 Employment Agreement with W. Rufus Yates Incorporated herein by reference to Exhibit 10.12 of the Quarterly Report on Form 10-Q, filed July 31, 2019. 10.50* Form of Synergy Incentive Award Letter with each of W. Bennett Bradley, Jim. D. Godwin, Robert J. Johnson, Jr. and W. Rufus Yates Incorporated herein by reference to Exhibit 10.13 of the Quarterly Report on Form 10-Q, filed July 31, 2019. 10.51* Form of Synergy Incentive Award Letter with each of Brant J. Standridge, David H. Weaver and Dont L. Wilson Incorporated herein by reference to Exhibit 10.14 of the Quarterly Report on Form 10-Q, filed July 31, 2019. 10.52* SunTrust Banks, Inc. 2009 Stock Plan, as amended and restated as of August 11, 2015 Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed August 13, 2015 10.53* Form of Nonqualified Stock Option Agreement Incorporated by reference to Exhibit 10.1.1 toSunTrust's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009 10.54* Form of Performance-Vested Stock Option Agreement Incorporated herein by reference Exhibit 10.2.1toSunTrust's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009 10.55* Form of Pro-Rata Nonqualified Stock Option Award Agreement Incorporated herein by reference Exhibit 10.3 ofSunTrust's Current Report on Form 8-K filed April 4, 2011 10.56* Form of Non-Employee Director Restricted Stock Award Agreement Incorporatedhereinby reference to Exhibit 10.1 ofSunTrust's Current Report on Form 8-K filed April 27, 2011 10.58* Form of Non-Employee Director Restricted Stock Unit Award Agreement Incorporatedhereinby reference to Exhibit 10.2 ofSunTrust's Current Report on Form 8-K filed April 27, 2011 10.59* Form of Nonqualified Stock Option Award Agreement with clawback under the SunTrust Banks, Inc. 2009 Stock Plan Incorporated by reference to Exhibit 10.29 ofSunTrust's Annual Report on Form 10-K filed February 24, 2012 10.60* Form of Restricted Stock Unit Agreement, 2016 Return on Tangible Common Equity Incorporated herein by reference to Exhibit 10.7ofSunTrust's Current Report on Form 8-K filed February23, 2016 10.61* Form of Restricted Stock Unit Agreement, 2016 Retention I Incorporated herein by reference to Exhibit 10.1 ofSunTrust's Current Report on Form 8-K filedFebruary 12, 2016 10.62* Form of Restricted Stock Unit Agreement, 2016 Retention II Incorporated herein by reference to Exhibit 10.2 ofSunTrust's Current Report on Form 8-K filed February 12, 2016 10.63* Form of Restricted Stock Unit Award Agreement, 2016 ROTCE/TSR Incorporated herein by reference to Exhibit 10.3 of SunTrust's Quarterly Report on Form 10-Q filed May 4, 2016 10.64* Form of Performance Vested Restricted Stock Unit Award Agreement, 2017, (ROTCE/TSR) Incorporated herein by reference to Exhibit 10.19 ofSunTrust's Annual Report on Form 10-K filed February 24, 2017 10.65* Form of Time Vested Restricted Stock Unit Award Agreement, 2017, Type I (VIR) Incorporated herein by reference to Exhibit 10.20 ofSunTrust's Annual Report on Form 10-K filed February 24, 2017 10.66* Form of Time Vested Restricted Stock Unit Award Agreement, 2017, Type II Incorporatedhereinby reference to Exhibit 10.21 ofSunTrust's Annual Report on Form 10-K filed February 24, 2017 10.67* Form of Performance Vested Restricted Stock Unit Award Agreement, 2018, Type I Incorporated herein by reference to Exhibit 10.18 of SunTrust's Annual Report on Form 10-K filed February 24, 2017 10.68* Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type II Incorporatedhereinby reference to Exhibit 10.19ofSunTrust's Annual Report on Form 10-K filed February 23, 2018 10.69* Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type III Incorporated herein by reference to Exhibit 10.20ofSunTrust's Annual Report on Form 10-K filed February 23, 2018 10.70* Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type II Incorporated herein by reference to Exhibit 10.21 ofSunTrust's Annual Report on Form 10-K filed February 23, 2018 10.71 Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type III Incorporated herein by reference to Exhibit 10.22 ofSunTrust's Annual Report on form 10-K filed February 23, 2018 10.72* Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type IV Incorporatedhereinby reference to Exhibit 10.23 ofSunTrust's Annual Report on Form 10-K filed February 23, 2018 10.73* SunTrust Banks, Inc. ERISA Excess Retirement Plan, amended and restated effective as of January 1, 2011 Incorporatedhereinby reference to Exhibit 10.7 toSunTrust's Quarterly Report on Form 10-Q filed August 9, 2011 10.74* Further amended by Amendment Number One, effective as of January 1, 2012 Incorporated herein by reference to Exhibit 10.10 toSunTrust's Annual Report on Form 10-K filed February 24, 2012 10.75* SunTrust Banks, Inc. ERISA Excess Retirement Plan, amended and restated effective as of January 1, 2011 Incorporatedhereinby reference to Exhibit 10.8 toSunTrust's Quarterly Report on Form 10-Q filed August 9, 2011 10.76* Further amended by Amendment Number One, effective as of January 1, 2012 Incorporated herein by reference to Exhibit 10.1 toSunTrust's Annual Report on Form 10-K filed February 24, 2012 10.77* Executive Severance Plan, amended and restated January 1, 2019 Incorporated herein by reference to Exhibit 10.8 toSunTrust's Annual Report on Form 10-K filed February 22, 2019 10.78* SunTrust Banks, Inc. Deferred Compensation Plan, amended and restated effective as of January 1, 2015 Incorporatedhereinby reference to Exhibit 10.10 toSunTrust's Annual Report on Form 10-K filed February 24, 2015 10.79* SunTrust Banks, Inc. 401(k) Plan, amended and restated effective as of January 1, 2016 Incorporated herein by reference to Exhibit 10.13 toSunTrust's Annual Report on Form 10-K filed February 24, 2017 10.80* SunTrust Banks, Inc. 401(k) Plan Trust Agreement, amended and restated as of July 1, 2011 Incorporated herein by reference to Exhibit 10.23 toSunTrust's Annual Report on Form 10-K filed February 24, 2012 10.81* Master Agency Agreement, dated as of September 13, 2010 among SunTrust and SunTrust Robinson Humphrey, Inc. Incorporated herein by reference to Exhibit 1.1toSunTrust's Form 8-K filed on September 14, 2010 10.82* Amendment No. 1 to Master Agency Agreement Incorporated herein by reference to Exhibit 10.1toSunTrust's Current Report on Form 8-K filed October 3, 2012 10.83* The Agent Accession Letter, dated April 25, 2018, between SunTrust Banks, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Incorporated herein by reference to Exhibit 1.2toSunTrust's Current Report on Form 8-K filed April 26, 2018 10.84* SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan Incorporatedhereinby reference to Appendix B toSunTrust's definitive Proxy Statement filed March 9, 2018 10.85* Form of Non-employee Director Restricted Stock Award Agreement Incorporated herein by reference to Exhibit 10.2 toSunTrust's Quarterly Report on Form 10-Q filed May 4, 2018 10.86* Form of Time-Vested Restricted Stock Unit Award Agreement, Type I Incorporated herein by reference to Exhibit 10.5toSunTrust'sQuarterly Report on Form 10-Q filed May 4, 2018 10.87* Form of Time-Vested Restricted Stock Unit Award Agreement, Type II Incorporated herein by reference to Exhibit 10.6 toSunTrust's Quarterly Report on Form 10-Q filed May 4, 2018 10.88* Form of Time-Vested Restricted Stock Unit Award Agreement, Type III Incorporated herein by reference to Exhibit 10.7 toSunTrust's Quarterly Report on Form 10-Q filed May 4, 2018 10.89* Form of Time-Vested Restricted Stock Unit Award Agreement, Type IV Incorporated herein by reference to Exhibit 10.8toSunTrust's Quarterly Report on Form 10-Q filed May 4, 2018 10.90* 2019 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Company and William H. Rogers, Jr. Filed herewith. 21 Subsidiaries of the Registrant. Filed herewith. 23 Consent of Independent Registered Public Accounting Firm. Filed herewith. 31.1 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 herewith. 31.2 Certification of Chief Financial 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 herewith. 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.