First Amendment to Agreement and Plan of Merger by and between SunTrust Banks, Inc. and BB&T Corporation, dated as of June 14, 2019

Exhibit 2.1

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of June 14, 2019, is made by and between SunTrust Banks, Inc., a Georgia Corporation (“SunTrust”), and BB&T Corporation, a North Carolina corporation (“BB&T”) (each, a “Party”, and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement and Plan of Merger, dated as of February 7, 2019, by and between the Parties (the “Agreement”).

WHEREAS, Section 9.1 of the Agreement provides that the Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties; and

WHEREAS, the Parties wish to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

1.    Amendments to Section 1.7.

(a)    In each of Section 1.7(a), Section 1.7(b), Section 1.7(c), Section 1.7(d) and Section 1.7(e) of the Agreement, the phrase “issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a share of a newly created series of preferred stock of BB&T having the same terms” is hereby deleted and replaced with the phrase “issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares, shall automatically be converted into the right to receive a share of a newly created series of preferred stock of BB&T having substantially the same terms”.

(b)    A new subsection, Section 1.7(f), shall be inserted, which shall read as follows:

2.    Amendment to Section 3.3. In Section 3.3 of the Agreement, the phrase “Except for the approval of this Agreement by the affirmative vote of a majority of all the votes entitled to be cast on this Agreement by all shares of SunTrust Common Stock entitled to vote on this Agreement (the “Requisite SunTrust Vote”)” is hereby deleted and replaced with the phrase “Except for the approval of this Agreement by the affirmative vote of a majority of all the votes entitled to be cast on this Agreement by all shares of SunTrust Common Stock and SunTrust Preferred Stock entitled to vote on this Agreement, voting together as a single class (the “Requisite SunTrust Vote”)”.

3.    Amendment to Section 3.21. In the last sentence of Section 3.21 of the Agreement, the following words are hereby deleted:

“or SunTrust Preferred Stock”.

4.    Full Force and Effect; Amendment. Except as expressly amended hereby, each term, provision and Exhibit and Schedule of the Agreement will and does remain in full force and effect. This Amendment may not be amended except by an instrument in writing signed by the Parties.

5.    Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.

6.    Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law principals (except that matters relating to the fiduciary duties of the Board of Directors of SunTrust shall be subject to the laws of the State of Georgia and matters relating to the fiduciary duties of the Board of Directors of BB&T shall be subject to the laws of the State of North Carolina).

[Signature Page Follows]

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IN WITNESS WHEREOF, SunTrust and BB&T have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

[Signature Page to First Amendment to Agreement and Plan of Merger]