EX-4.12





 Exhibit 4.12 

Execution Version 
  

			
	Depositary Receipt No. 2	  	 CUSIP No.: 89832Q778

		  	 ISIN No.: US89832Q7786


 UNLESS THIS GLOBAL RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE DEPOSITARY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE DEPOSIT
AGREEMENT REFERRED TO BELOW. 
 250,000 DEPOSITARY SHARES 

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH 

REPRESENTING 1/100TH OF ONE SHARE OF PERPETUAL PREFERRED STOCK, 

SERIES L, 
 OF 

TRUIST FINANCIAL CORPORATION 

INCORPORATED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA 

SEE REVERSE FOR CERTAIN DEFINITIONS 
 Dividend
Payment Dates: Beginning June 15, 2020, through June 15, 2022, each June 15 and December 15. Beginning September 15, 2022, each March 15, June 15, September 15 and December 15. 

U.S. BANK NATIONAL ASSOCIATION, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of two-hundred, fifty thousand (250,000) DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/100th of one share of Perpetual Preferred Stock, Series L, par value $5.00 per
share, liquidation preference $100,000 per share, (the “Stock”), of Truist Financial Corporation, a North Carolina corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled
to the benefits of the Deposit Agreement dated as of May 2, 2017 (the “Deposit Agreement”), among the 

  
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Corporation (as successor by merger to SunTrust Banks, Inc.), the Depositary and the holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the holder hereof
becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have
been executed by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a duly authorized
officer thereof. 
 This Depositary Receipt is transferable in New York, New York. 

Dated: December 6, 2019 
  

			
	U.S. Bank National Association, Depositary
		
	By:	 	  

		 	Authorized Officer


  
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 TRUIST FINANCIAL CORPORATION 

TRUIST FINANCIAL CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE
ARTICLES OF AMENDMENT ESTABLISHING THE PERPETUAL PREFERRED STOCK, SERIES L, OF TRUIST FINANCIAL CORPORATION. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT. 

 
  

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Transfer Agent. 

EXPLANATION OF ABBREVIATIONS 
 The following
abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.

  

							
	Abbreviation	 	Equivalent Phrase	 	Abbreviation	 	Equivalent Phrase
	JT TEN	 	As joint tenants, with right of survivorship and not as tenants in common	 	TEN BY ENT	 	As tenants by the entireties
	TEN IN COM	 	As tenants in common	 	UNIF GIFT MIN ACT	 	Uniform Gifts to Minors Act

  

											
	Abbreviation	  	Equivalent Word	  	Abbreviation	  	Equivalent Word	  	Abbreviation	  	Equivalent Word
	ADM	  	Administrator(s), Administratrix	  	EX	  	Executor(s), Executrix	  	PAR	  	Paragraph
	AGMT	  	Agreement	  	FBO	  	For the benefit of	  	PL	  	Public Law
	ART	  	Article	  	FDN	  	Foundation	  	TR	  	(As) trustee(s), for, of
	CH	  	Chapter	  	GDN	  	Guardian(s)	  	U	  	Under
	CUST	  	Custodian for	  	GDNSHP	  	Guardianship	  	UA	  	Under agreement
	DEC	  	Declaration	  	MIN	  	Minor(s)	  	UW	  	Under will of, Of will of, Under last will & testament
	EST	  	Estate, of Estate of	  		  		  		  	


  
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 For value received,
                                        
hereby sell(s), assign(s) and transfer(s) unto 
  
  

                       
                                         
                                         
                                         
           
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE 

Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint
                                        
Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. 
 Dated:
                                        
 
  

			
	NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever.


 SIGNATURE GUARANTEED 

NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with
membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. 

  
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