November 20, 2020 

Randall D. Guynn, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue 

New York, New York 10017 

Dear Mr. Guynn: 

This letter responds to the request dated September 2, 2020, on behalf of Bank of 

America Corporation, Charlotte, North Carolina; Wells Fargo & Company, San Francisco, 

California; and Citigroup, Inc., The Goldman Sachs Group, Inc., JPMorgan Chase & Company, 

and Morgan Stanley, all of New York, New York (the “Firms”), for an extension of time until 

January 1, 2022, to comply with the clean holding company provisions1

 of the Board’s total lossabsorbing capacity (“TLAC”) rule2 with respect to underwriting agreements,3

 fully paid 

structured share repurchase agreements,4 and employee and director stock options5 (the “Covered 

1

 See 12 CFR 252.64. 

2

 See 82 Fed. Reg. 8266 (January 24, 2017). 

3

 An underwriting agreement is defined as an agreement between an issuer of securities and one 

or more underwriters, dealers, brokers, or other purchasers for the purpose of issuing or 

distributing securities of the issuer, whether by means of an underwriting syndicate or through an 

individual dealer or broker. 

4

 Such an agreement is defined as an arrangement between an issuer and a third-party brokerdealer in connection with a stock repurchase plan of the issuer, where the issuer enters into a 

forward contract with the broker-dealer that is fully prepaid by the issuer and where the brokerdealer agrees to purchase the issuer’s stock in the market over the term of the agreement in order 

to deliver the shares to the issuer.

5

 A stock option represents the right of an employee or director to purchase a specific number of 

the issuer’s shares at a fixed price within a certain period of time (or, if the stock option is to be 

cash-settled, to receive a cash payment reflecting the difference between the strike price and the 

market price at the time of exercise).
Agreements”).6 Your letter indicated that it may be burdensome and, in some cases, infeasible to 

comply with the rule with respect to the Covered Agreements.

Based on all the facts of record and acting pursuant to authority delegated by the Board 

under section 265.5(a)(2) of the Board’s Rules Regarding Delegation of Authority,7 I have

approved the Firms’ requests for an extension of time. Accordingly, the Firms are granted an

extension of time, until January 1, 2022, to comply with the clean holding company provisions of 

the Board’s TLAC rule with respect to the Covered Agreements. This extension of time does not 

apply to any other aspects of the clean holding company provisions of the Board’s TLAC rule. 

This action is based on all the facts of record and the representations in your submissions. Any 

material change in those facts or representations could affect this approval and should be 

communicated promptly to Board staff.

This action may be revised or revoked, based on changes to applicable regulations or 

other relevant factors. Please contact Sean Healey, Division of Supervision and Regulation, at 

(202) 912-4611, or Mark Buresh, Legal Division, at (202) 452-5270, if you have any questions.

Very truly yours,

 (Signed) Ann E. Misback

 

Ann E. Misback

Secretary of the Board

 6

 The Firms previously received extensions of time, initially until January 1, 2020, and 

subsequently until January 1, 2021, to comply with the clean holding company provisions of the 

Board’s TLAC rule with respect to Covered Agreements.

7

 12 CFR 265.5(a)(2).