Board of Governors of the Federal Reserve System

Washington, DC 20551

December 31, 2018

Randall D. Guynn, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Dear Mr. Guynn:

This letter responds to the requests dated July 20 and October 5, 2018, 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 oftime until

January 1, 2020, to comply with the clean holding company provisions1 ofthe Board’s total lossabsorbing capacity rule (“TLAC”)2 with respect to underwriting agreements,3 fully paid

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

Agreements”). Your letter indicated that it may be burdensome and, in some cases, infeasible to

comply with the rule with respect to the Covered Agreements when it takes effect on January 1,

2019.

Based on all the facts ofrecord, the Secretary ofthe Board, acting pursuant to authority

delegated by the Board under section 265.5(a)(2) ofthe Board’s Rules Regarding Delegation of

1 See 12 CFR 252.64.

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

3 Defined as an agreement between an issuer ofsecurities and one or more underwriters, dealers,

brokers, or other purchasers for the purpose of issuing or distributing securities ofthe issuer,

whether by means of an underwriting syndicate or through an individual dealer or broker.

4 Defined as an arrangement between an issuer and a third-party broker-dealer in connection

with a stock repurchase plan ofthe issuer where the issuer enters into a forward contract with the

broker-dealer that is fully prepaid by the issuer and where the broker-dealer 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 oftime (or, ifthe 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).
Authority, has approved the Firms’ requests for an extension oftime.6 Accordingly, the Firms

are granted an extension oftime, until January 1, 2020, to comply with the clean holding

company provisions ofthe Board’s TLAC rule with respect to the Covered Agreements. This

extension oftime does not apply to any other aspects ofthe clean holding company provisions of

the Board’s TLAC rule. This action is based on all the facts ofrecord 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) Michele Taylor Fennell

Michele Taylor Fennell

Assistant Secretary ofthe Board

APPROVED UNDER

DELEGATED AUTHORITY

12-31-2018

ACTING SECRETARY (DATE)

6 12 CFR 265.5(a)(2).