Guiding Principles for U.S. Banking Organization Corporate Governance: The Clearing House Association Issues Exposure Draft for Public Comment; Comments Requested by May 1

Sullivan & Cromwell LLP - March 15, 2012

We wanted to bring to your attention the attached exposure draft of the Guiding Principles for Enhancing Banking Organization Corporate Governance, which was issued for public comment by The Clearing House Association, a trade association representing a number of the world’s largest commercial banks. As discussed further in the attached press release and in the Principles themselves, the recent financial crisis resulted in an increased focus by regulators and other parties on the role of corporate governance in promoting safety and soundness of banking organizations. These Principles are intended to help guide U.S. banking organizations in considering corporate governance issues, though they are not designed to be prescriptive or to set minimum requirements applicable to all banking organizations. The Clearing House Association has requested comments by May 1.

Sullivan & Cromwell LLP assisted The Clearing House Association in preparing these Principles. We encourage our financial institution clients to review and comment on the Principles. We would be pleased to discuss any comments or observations you may have.