SunTrust, through its Board of Directors and management, has long sought to meet the highest standards of corporate governance. These Guidelines are a further effort in that regard and will help guide the Board and management. The Guidelines should be considered along with SunTrust's Bylaws and applicable provisions of corporate law and regulations. Senior management is expected to know how SunTrust earns its income and what risks SunTrust is undertaking in the course of carrying out its business. Management should never put personal interests ahead of, or allow personal interests to conflict with, the interests of SunTrust or its shareholders. The Compensation, Nominating and Corporate Governance Committee (the "Governance Committee") is responsible for reviewing with the Board, on a periodic basis, the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. The Board should be responsible for selecting its own members and recommending them for election by the shareholders. It is not the sense of the Board that the Directors who retire, or change the position they held when they came on the Board, should leave the Board in every instance. The Governance Committee is responsible, after consultation with the Chairman of the Board and Chief Executive Officer, and with consideration of the desires of individual Board members, for the assignment of the Board members to various Committees.