EX-4.1




 Exhibit 4.1 

SECOND SUPPLEMENTAL INDENTURE 

DATED AS OF JUNE 6, 2022 

To Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by First 

Supplement Indenture, dated May 4, 2009 

by and between 
 TRUIST
FINANCIAL CORPORATION 
 and 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 

 
  

SECOND SUPPLEMENTAL INDENTURE 
 This
SECOND SUPPLEMENTAL INDENTURE, dated as of June 6, 2022, (the “Second Supplemental Indenture”), is made and entered into by and between Truist Financial Corporation, a North Carolina corporation formerly known as BB&T Corporation
and Southern National Corporation (“TFC”), and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association, a national banking association and successor to the corporate trust business of State
Street Bank and Trust Company), as trustee (the “Trustee”) under the Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by the First Supplement Indenture, dated May 4, 2009, by and between TFC and the
Trustee (the “Indenture”). 
 Recitals 

WHEREAS, TFC and the Trustee are parties to the Indenture which provides, pursuant to Section 2.01 and subject to compliance with other terms of the
Indenture, for the issuance of an unlimited amount of Securities; 
 WHEREAS, TFC desires to issue and sell, from time to time, medium-term notes pursuant
to the Indenture (the “Medium-Term Notes”), which Medium-Term Notes shall represent one or more series of Securities under the Indenture (such series being referred to herein as the “Medium-Term Notes Series”); 

WHEREAS, TFC desires to make certain modifications to the Indenture in accordance with the terms of the Indenture, among other reasons, in order to facilitate
the issuance of the Medium-Term Notes; 
 WHEREAS, Section 8.01 of the Indenture provides, among other things, that TFC and the Trustee may amend the
Indenture without the consent of the holders of any Securities to cure any ambiguity or to correct or supplement any provision contained in the Indenture or in any supplemental indenture that may be defective or inconsistent with any other provision
contained in the Indenture or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under the Indenture that shall not adversely affect the interests of the holders of Outstanding Securities of any
series or any related coupons; 











 WHEREAS, TFC desires to change or eliminate certain provisions of the Indenture with respect to all series
of Securities, including without limitation the Medium-Term Notes Series, issued on or after the date hereof as further described herein; 
 WHEREAS, any
change to or elimination of any provision of the Indenture pursuant to this Second Supplemental Indenture shall not apply to any Security Outstanding prior to the execution of this Second Supplemental Indenture, and each Security Outstanding prior
to the execution of this Second Supplemental Indenture shall continue to be entitled to the benefit of the provisions under the Indenture existing prior to the execution of this Second Supplemental Indenture; 

WHEREAS, each of TFC’s Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, any Senior Executive Vice
President, Executive Vice President and any other person designated by any of them in writing (each, an “Authorized Officer”) is duly authorized, acting singly, to act in the name of and on behalf of TFC with respect to this Second
Supplemental Indenture; 
 WHEREAS, an Authorized Officer so acting has determined that the actions and other matters set forth in this Second Supplemental
Indenture do not adversely affect the interests of the holders of Outstanding Securities, has approved the actions and other matters set forth in this Second Supplemental Indenture, and has duly executed and delivered this Second Supplemental
Indenture; and 
 WHEREAS, TFC and the Trustee are executing and delivering this Second Supplemental Indenture in order to effectuate the foregoing
modifications and provisions. 
 NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed, for the benefit of each other and for the equal and ratable benefit of all holders of Securities affected or to be affected hereby: 

Ratification 
 This Second Supplemental
Indenture constitutes an integral part of, is supplemental to, and is entered into in accordance with Sections 2.01 and 8.01 of the Indenture and, except as modified, amended and supplemented by this Second Supplemental Indenture, the provisions of
the Indenture are ratified and confirmed in all respects and shall remain in full force and effect. The Indenture, as amended by this Second Supplemental Indenture, is in all respects acknowledged, ratified and confirmed. All provisions of this
Second Supplemental Indenture shall be deemed to be incorporated in, and made a part of the Indenture, and the Indenture, as supplemented and amended by this Second Supplemental Indenture, shall be read, taken and construed as one and the same
instrument. 

  
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 Amendments to Indenture 

1. Amendments to Section 1.01. Section 1.01 (definitions) of the Indenture is hereby amended by inserting the following new
defined term immediately following the definition of “coupon”: 
 ““Covenant Breach” means, with respect to the
Securities of any series, (1) default in the payment of any sinking fund installment or analogous obligations as and when the same shall become due and payable by the terms of the Securities of that series, (2) failure on the part of the
Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the Securities of such series or in this Indenture (other than a covenant or agreement a default in the performance of which or the breach of
which constitutes an Event of Default pursuant to Section 4.01 of this Indenture), and continuance of such failure for a period of 90 days after the date on which written notice of such failure, requiring the Company to remedy the same, shall
have been given to the Company by the Trustee, or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Securities of such series at the time Outstanding, and (3) any other Covenant Breach provided
pursuant to Section 2.01 with respect to the Securities of such series. For the avoidance of doubt, a Covenant Breach shall not be an Event of Default with respect to any Security, except to the extent otherwise specified as contemplated by
Section 2.01 with respect to such Security. Solely for purposes of this definition, Securities issued on or after June 6, 2022 shall be deemed not to be in the same series as the Securities issued prior to June 6, 2022 unless those
Securities bear the same CUSIP number and/or ISIN as any Securities issued under the Indenture the initial issuance of which occurred prior to June 6, 2022.” 

Except as provided in this Section 1 of the Second Supplemental Indenture, all other definitions set forth in Section 1.01 of the Indenture shall
remain in full force and effect and are not affected by this Second Supplemental Indenture. 
 2. Amendments to Section 2.01(12).
Section 2.01(12) of the Indenture of is hereby amended by deleting such Section 2.01(12) in its entirety and replacing it with the following: 

“(12) any addition to, elimination of or other change in the Events of Default or covenants, or to the definition of “Covenant
Breach” set forth in Section 1.01, in each case with respect to the Securities of such series, including making Events of Default, Covenant Breaches or covenants inapplicable or changing the remedies available to holders of the Securities
of such series upon an Event of Default or a Covenant Breach;” 
 3. Amendments to Section 3.03(a)(3).
Section 3.03(a)(3) of the Indenture is hereby amended by deleting the phrase “an Event of Default” and replacing it with the phrase “any such default.” 

4. Amendments to Section 3.05. Section 3.05 of the Indenture is hereby amended by deleting the phrase “under
Section 4.01” and replacing it with the phrase “or Covenant Breach.” 

  
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 5. Amendments to Section 4.01. Section 4.01 of the Indenture is hereby
amended by deleting such Section 4.01 in its entirety and replacing it with the following: 
 ““Event of Default”, when
used with respect to Securities of any series, means each of the following events unless it is either inapplicable to a particular series or is specifically deleted or modified in the supplemental indenture or resolution of the Board of Directors
under which such series of Securities is issued or in the form of Security for such series: 
 (a) default in the payment of
any installment of interest upon any of the Securities of that series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; 

(b) default in the payment of the principal of or any premium on any of the Securities of that series as and when the same
shall become due and payable at their Stated Maturity, upon redemption, by declaration or otherwise, and continuance of such default for a period of 30 days; 

(c) a court or governmental authority having jurisdiction in the premises shall enter a decree or order for relief in respect
of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company
or for all or substantially all of its property, or ordering the winding up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; 

(d) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or similar official) of the Company or for all or substantially all of its property, or shall fail generally to pay its debts as they become due or shall take any corporate action in furtherance of any of the foregoing; or 

(e) any other Event of Default provided with respect to such Securities as contemplated by Section 2.01. 

If an Event of Default with respect to the Securities of any series at the time Outstanding occurs and is continuing, then and
in each such case, unless the principal of all the Securities of such series already shall have become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of such series then
Outstanding, by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the principal amount of all the Securities of that series to be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable. Unless otherwise specified as contemplated by Section 2.01 with respect to the Securities of such series, there shall be no rights of acceleration other than as described in the preceding
sentence. In addition, for the avoidance of doubt, unless otherwise specified as contemplated by Section 2.01 with respect to the Securities of a series, neither the Trustee nor any holders of such Securities shall have the right to accelerate
the payment of such Securities, nor shall the payment of any Securities be otherwise accelerated, as a result of a Covenant Breach. Further, for avoidance of doubt, if an Event of Default as described


  
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in Section 4.01(e) is specified for a series of Securities, there will be no right to accelerate payment of such Securities on the terms described in the preceding paragraph unless such
acceleration rights are granted specifically for such Securities as contemplated by Section 2.01. This provision, however, is subject to the condition that, at any time after such a declaration of acceleration, and before any judgment or decree
for the payment of the money due shall have been obtained or entered as hereinafter provided, the holders of a majority in aggregate principal amount of the Securities of such series then Outstanding, by written notice to the Company and to the
Trustee, may waive all defaults and rescind and annul such declaration and its consequences, if: 
 (1) the Company shall pay
or shall deposit with the Trustee a sum sufficient to pay: 
 (A) all matured installments of interest on all the Securities
of that series and the principal of and any premium on any and all Securities of that series that shall have become due otherwise than by acceleration (with interest on overdue installments of interest (to the extent that payment of such interest is
enforceable under applicable law) and on such principal and premium at the rate borne by the Securities of that series, to the date of such payment or deposit); and 

(B) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel; and 
 (2) any and all Events of Default and Covenant Breaches with respect to
Securities of that series under this Indenture, other than the nonpayment of principal of and any premium and accrued interest on Securities that shall have become due by acceleration, shall have been cured or waived as provided in
Section 4.07. 
 No such waiver or rescission and annulment shall affect any subsequent Event of Default or Covenant Breach or impair
any right consequent thereon. 
 In case the Trustee or any Securityholder shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee or any Securityholder, then and in every such case
the Company, the Trustee and such Securityholders, subject to any determination in such proceeding, shall be restored respectively to their several positions and rights under this Indenture, and all rights, remedies and powers of the Company, the
Trustee and such Securityholders shall continue as though no such proceeding had been taken.” 
 6. Amendments to
Section 4.02(a). Clause (ii) of the first sentence of Section 4.02(a) of the Indenture is hereby amended by inserting “and such default shall have continued for a period of 30 days,” before “then, upon
demand of the Trustee.” 
 7. Amendments to Section 4.04. Section 4.04 of the Indenture is hereby amended by deleting
the word “default” in the first sentence of the first paragraph and replacing it with the phrase “Event of Default or Covenant Breach.” 

  
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 8. Amendments to Section 4.05. The first sentence of Section 4.05 of the
Indenture is hereby amended by inserting “or Covenant Breach” after the phrase “Event of Default.” 
 9. Amendments to
Section 4.06. Section 4.06 of the Indenture is hereby amended by deleting each word “default” and replacing it with the phrase “Event of Default or Covenant Breach.” 

10. Amendments to Section 4.07(b). Section 4.07(b) of the Indenture is hereby amended by inserting the phrase “or Covenant
Breach” after each occurrence of the phrase “Event of Default.” 
 11. Amendments to Section 4.08.
Section 4.08 of the Indenture is hereby amended by deleting such Section 4.08 in its entirety and replacing it with the following: 

“If a default occurs hereunder with respect to the Securities of any series, the Trustee shall give the holders of such series notice of
such default as and to the extent provided in the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Clause (2) under the definition of “Covenant Breach” in Section 1.01 with
respect to the Securities of such series, no such notice to the holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or
the lapse of time or both would become, an Event of Default or a Covenant Breach with respect to the Securities of such series.” 
 12. Amendments
to Section 5.01. Section 5.01 of the Indenture is hereby amended by inserting the phrase “or Covenant Breach” after each occurrence of the phrase “Event of Default.” 

13. Amendments to Section 8.01(b). Section 8.01(b) of the Indenture is hereby amended by inserting the phrase “or Covenant
Breach” after the phrase “Event of Default.” 
 14. Amendments to Section 9.01. (i) The first paragraph of
Section 9.01 of the Indenture is hereby amended by deleting the words up to and including the colon in their entirety and replacing them with the following: “The Company shall not consolidate with or merge into any other Person or convey
or transfer its properties and assets substantially as an entirety to any Person, other than a sale or conveyance or transfer of all or substantially all of its assets to one or more Subsidiaries, unless:”. (ii) Section 9.01(2) of the
Indenture is hereby amended by inserting “or Covenant Breach” after each occurrence of the phrase “Event of Default.” 
 15.
Amendments to Section 13.05(a)(2). Section 13.05(a)(2) of the Indenture is hereby amended by inserting the phrase “or Covenant Breach” after each occurrence of the phrase “Event of Default.” 

  
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 General 

1. Definitions. All capitalized terms used in this Second Supplemental Indenture that are defined in the Indenture have the respective meanings assigned
to them therein, except to the extent such terms are otherwise defined in this Second Supplemental Indenture or the context clearly requires otherwise. 

2. Trustee Makes No Representations. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture. The
recitals and statements herein are deemed to be those of TFC and not of the Trustee. 
 3. Effectiveness. This Second Supplemental Indenture is
effective as of June 6, 2022. 
 4. Provisions Binding on Successors. All the covenants, stipulations, promises and agreements contained in this
Second Supplemental Indenture by TFC shall bind its successors and assigns whether so expressed or not. 
 5. GOVERNING LAW. THIS SECOND SUPPLEMENTAL
INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  

6. Trust Indenture Act to Control. If and to the extent that any provision of this Second Supplemental Indenture limits, qualifies or conflicts with
another provision hereof or with the Indenture which is required to be included in this Second Supplemental Indenture or in the Indenture by the Trust Indenture Act of 1939, as amended, such required provision shall control. 

7. Effect of Headings. The titles and headings of the articles and sections of this Second Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions of this Second Supplemental Indenture. 

8. Execution in Counterparts. This Second Supplemental Indenture may be executed in counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Second Supplemental Indenture or in any other
certificate, agreement or document related to this Second Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”,
“tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record
created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent
permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based
on the Uniform Electronic Transactions Act or the Uniform Commercial Code. 
 [Signatures appear on following page] 

 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as
of the date first above written. 
  

			
	TRUIST FINANCIAL CORPORATION
		
	By:	 	/s/ Fadie Itayem
	Name:	 	Fadie Itayem
	Title:	 	Executive Vice President and Treasurer


  

			
	Attest:
		
	By:	 	/s/ Ellen M. Fitzsimmons
	Name:	 	Ellen M. Fitzsimmons
	Title:	 	Senior Executive Vice President, Chief Legal Officer and Head of Public Affairs, and Corporate Secretary

  

			
	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Michelle Lee
	Name:	 	Michelle Lee
	Title:	 	Vice President


  

			
	Attest:
		
	By:	 	/s/ Beverly Freeney
	Name:	 	Beverly Freeney
	Title:	 	Vice President

 [Signature Page to Second Supplemental Indenture]