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Vancouver 2003 Conference

Hosted by Richards Buell Sutton

September 20-24, 2003

INDEX

TAB NO.

Host Firm Welcome Message 1

Participating Firms and Delegates 2

Agenda for Delegates and Accompanying Guests 3

Optional Tours for Delegates and Accompanying Guests 4

B Monday September 22

Country Briefings 5

One on One Meetings 6

Practice Management Group 7

Tuesday September 23

Marketing Practice Group 8

Business Investment & International Trade 9

Projects/Energy Practice Group 10

Intellectual Property & Licensing Practice Group 11

Banking & Workouts Practice Group 12

Wednesday September 24

Board Meeting

Agenda 13

Minutes of New Zealand 2003 Meeting 14

Financials 15

Membership Committee Report 16

Future Conference Schedule thru 2010; PERU 2004 Preliminary Program 17

PRAC Statement of Objectives and Policies 18

PRAC Tools to Use Web Site Info Contacts Matrix Email Address Lists

19

Vancouver 2003 Conference Participants Bolded is Primary Contact

Page 1 of 6

PARTICIPATING DELEGATES & ACCOMPANYING GUESTS

Ali Budiardjo Nugroho Reksodiputro Graha Niaga, 24th Floor JI Jendral Sudirman Kav.58 Jakarta Indonesia Phone: +62 21 2505125 Fax: + 62 21 2505001 Web Site: www.abnrlaw.com

Ricky Nazir

Corporate/Investment

Iwan Nazir

Allende & Brea Maipu 1300, 10th Floor Buenos Aires, Argentina Phone: +54 11 4318 9900 Fax: +54 11 4318 9999 WebSite: ww.allendebrea.com

Osvaldo J. Marzorati

Arbitration

Asahi Koma Law Offices New ATT Building 11-7, Akasaka 2-chome Minato-ku, Tokyo 107-8485 Japan Phone: +81 3505 0003 Fax: +81 3505 1333 Web Site: www.alo.jp/english

Takemi Hiramatsu Masafumi Oshino Tetsuro Toriumi Hiromi Shiraishi

M&A/Gen Corp/IP IT/Telecom/M&A/Corp Intellectual Property IP/Gen Corp

Brigard & Urrutia Calle 70 No. 4-60 Apartado Aero 3692 Bogota, Colombia Phone: +57 1 346 2011 Fax: +57 1 310 0586 Web Site: www.brigardurrutia.com.co

Carlos Urrutia

Corp/Financial Services

Lenor de Urrutia

Carey & Cia Miraflores 222 – Floor 24 6500786 Santiago, Chile Phone: +56 2 365 7200 Fax: +56 2 633 1980 Web Site: www.carey.cl

Jorge Carey Jaime Carey Pablo Iacobelli

Finance/Banking Corp/Leasing/Banking/M&A/Tax Corp/M&A

Alejandrina Carey Lucia Astaburuaga Cecilia Iacobelli

Clayton Utz Levels 23-35 No. 1 O'Connell Street Sydney NSW 2000 Australia Phone + 61 2 9353 4000 Fax: + 61 2 9251 7832 Web Site: ww.claytonutz.com

John Shirbin

Infrastructure/Resource Projects

Glenda Shirbin


Page 2 of 6

Davis Wright Tremaine LLP 2600 Century Square 1501 Fourth Avenue Seattle, Washington USA 98101 Phone: 206 622 3150 Fax: 206 628 7699 Web Site: www.dwt.com

A. Peter Parsons Joseph Weinstein Rick Glick

Corp Finance/IP Bus Trans/M&A/Finance Environmental

Nim Pacayra Kathryn Weinstein

Fraser Milner Casgrain LLP 1 First Canadian Place Toronto, Ontario Canada M5X 1B2 Phone: 416 863 4511 Fax: 416 863 4592 Web Site: www.fmc-law.com

Jeff Barnes John Elder Susan Iannetta

Corporate Corporate Director, PRAC

Marcia Zuker Diane Elder

Goodsill Anderson Quinn & Stifel LLP 1099 Alakea Street Suite 1800 Honolulu, Hawaii USA 96813 Phone: 808 547 5600 Fax: 808 547 5880 Web Site: www.goodsill.com

Greg Kim

Business/Technology

Hale and Dorr LLP 60 State Street Boston, Massachusetts USA 02109-1803 Phone: 617 526 6000 Fax: 617 526 5000 Web Site: www.haledorr.com

Ken Slade Henry Wixon (Washington)

Licensing Intellectual Property

Hoet Pelaez Castillo & Duque Centro San Ignacio Torre Keppler Av. Blandin – La Castellana Caracas 1060 Venezuela Phone: + 58 212 201 8611 Fax: + 58 212 263 7744 Web Site: hpcd.com

Luis E Bottaro

Energy/Nat Resources/Utilities

Hogan & Hartson LLP 555 13th Street, NW Washington, DC USA 20004 Phone: 202 637 5600 Fax: 202 637 5910 Web Site: www.hhlaw.com

J. Warren Gorrell Ray Batla Wendy WhitneyTaylor

Corp/Sec & Finance Projects/Energy Director Marketing

Catherine Rice Gorrell Sue Batla

Kim Chang & Lee Wonseo Building 171 Wonseo-dong, Chongro-ku Seoul 110-280 Korea Phone: +82 2 397 9800 Fax: +82 2 725 8827 Web Site: www.kimchanglee.co.kr

Eui Jae Kim

Bus Invstmnt/Intl Trade

Soun Sook Kim


Page 3 of 6

King & Wood Level 30, North Office Tower Beijing Kerry Centre 1 Guanghua Road Chaoyang District Beijing 100020 PRC Phone: +86 10 6561 2299 Fax: +86 10 6561 0830 Web Site: www.kingandwood.com

Xuanfeng (Susan) Ning Kalley Chen (Fremont, CA)

Foreign Direct Invstmnt /International Trade Corporate/M&A

Kochhar & Co S-454, Greater Kailish Part II New Delhi – 110048 India Phone: + 91 11 292 11606 Fax: + 91 11 292 29656 Web Site: www.kochhar.com

Manjula Chawla Amitabh Lal Das K V Ramesh (Mumbai)

Corp/M&A Bank/Capital Markets Gen Corporate

Payal Lal Das

Lee and Li 7th Floor – 201 Tun Hua North Road Taipei, Taiwan Republic of China Phone: + 886 2 2715 3300 Fax: + 886 2 2713 3966 Web Site: www.leeandli.com

Joyce Fan

Corp/Cross Border Invest/Infrastructure

Lovells 23/F Cheung Kong Center 2 Queen's Road Central Hong Kong PRC Phone: + 852 2219 0888 Fax: + 852 2219 0222 Web Site: www.lovells.com

Raymond Lau Tim Fletcher Patrick Sherrington (London)

Corp Finance Corporate Dispute Resolution

Jane Fletcher Joy Sherrington

Luce, Forward, Hamilton & Scripps LLP 600 West Broadway Suite 2600 San Diego, California 92101 USA Phone: 619 236 1414 Fax: 619 232 8311 Web Site: www.luce.com

John W. Brooks Peter Hahn Elizabeth Foster Phil Jelsma John McNeece Rob Steiner

Int'l Commercial Technology/IP Corp/M&A Tax Business Litigation

Elizabeth Brooks Ayn Hahn Kathy Jelsma Ann Steiner

Mulla Mulla & Craigie Blunt & Caroe Mulla House 51, Mahatma Gandhi Road Mumbai 400 001 Phone: + 91 22 2204 4960 Fax: + 91 22 2204 0246

Shardul Thacker

Project Finance

Deena Thacker


Page 4 of 6

Muniz, Forsyth, Ramirez, Perez-Taiman & Luna-Victoria Las Begonias No. 475, 6 piso San Isidro, Lima 27 Peru Phone: + 51 1 611 7000 Phone: + 51 1 611 7010 Web Site: www.munizlaw.com

Jorge Perez-Taiman Mario Larrea (Quito) Cesar Luna-Victoria Marcelo Torres (Quito) Carmen Guitierrez

Oil & Gas Commercial Tax Commercial/Labor Firm Administration

Martha Perez-Taiman

NautaDutilh Prinses Irenestraat 59 1077 WV Amsterdam The Netherlands Phone: + 31 20 5414 646 Fax: +31 20 6612 827 Web Site: www.nautadutilh.com

Jan Willem Sodderland Chris Warner (NY) Jaap Stoop

Corporate Tax Corporate

Jennifer Goodall

Richards Buell Sutton 700 - 401 West Georgia Street Vancouver, British Columbia Canada V6B 5A1 Phone: 604 682 3664 Fax: 604 688 3830 Web Site: www.rbs.com

Jeff Lowe Georg Reuter Jay Munsie Scott Lamb Scott MacDonald Mark Baron Michael Leroux Sandra Wright Jas Basra Mark Davies Sharon White Michael Shane Michael Sawyer Richard Stobbe Bruce Fraser Host Team: Sarah Hanna Melissa Heywood Patricia Horton Corinne Hospes Elsie Murphy Renee Neitsch Shirley Kozera Wong Sandy Van der Veen

IP Licensing Corp IP Licensing Empl Bus Law & Intl Com IP, Lit, Intl Law Commercial, RE Lit Insolv, Forecl, Com Lit Corp Com RE, Mortg Trade-Marks Civil Lit, Crim Law Realiz, Insovl, Sec Corp Com Sec Com RE, Dev Finan Com RE, Lease/Mort Tech, Internet IP Privacy Ins Admin Law, PI Lit

Donna Lowe Nicole Reuter Nancy Munsie Sara Lamb Linda MacDonald Patti Leroux Paul Talbot Lynn Shane Brenda Sawyer Gail Fraser

Rodyk & Davidson 80 Raffles Place #33-00 UOB Plaza 1 Singapore 048624 Phone: + 65 6225 2626 Fax: +65 6225 1838 Web Site: www.rodyk.com

Pathma Selvadurai S. Sivanesan

Litigation/Consultant Corporate


Page 5 of 6

Santamarina y Steta Edificio "Omega" Campos Eliseos 345-3er.piso Col. Chapultepec Polanco 11560 Mexico DF Phone: + 52 55 5279 5400 Fax: + 52 55 5280 7614 Web Site: www.s-s.com.mx

Agustin Gutierrez

Tax

Simpson Grierson Simpson Grierson Building 92-96 Albert Street Auckland 1 New Zealand Phone: + 64 9 358 2222 Fax: + 64 9 307 0331 Web Site.www.s impsongrierson.com

Denis McNamara Jock Irvine

Int'l Trade & Investment Property

Skrine Unit No. 50-8-1 8 th Floor Wisma UOA Damansara 50 Jalan Dungun Damansara Heights 50490 Kuala Lumpur Malaysia Phone: + 603 254 8411 Fax: + 603 254 3211

K. Anantham Theresa Chong Chen Kah Leng Wei-Ling Liew Kumar Kanagasabai Vinayaga Rajaratnam Phua Pao Yi

Litigation Corporate Corporate Corporate Litigation/Labor Litigation Business Invest

Adrian LaBrooy Cynthia Bernard Komala Veloo

Sycip Salazar Hernandez and Gatmaitan 105 Paseo de Roxas Makati 1200 Makati, Metro Manila Philippines Phone: + 63 2 817 9811 Fax: + 63 2 818 7562 Web Site:www.syciplaw.com

Andres Gatmaitan Andy B. Sta Maria Ben Caguioa Rocky Reyes Lillia Yang

Corporate/Commercial Project/Finance Litigation Corp/Tax/Infrastructure Firm Administration

Asuncion Gatmaitan Felice Sta. Maria Angela Caguioa Gisella Dizon-Reyes Joy Bautista

Tilleke & Gibbins International Ltd Tilleke & Gibbins Building 64/1 Soi Tonson Ploenchit Road Bangkok Thailand Phone: +66 2263 7700 Fax: +66 2263 7710 Web Site: www.tillekeandgibbins.com

David Lyman John King Thanes Periera

Dispute Resolution Property, R/E


Page 6 of 6

Tozzini Freire Teixeira e Silva Rua Libero Badaro 293-21st Floor 01095-900 Sao Paulo – SP Brazil Phone: + 55 11 3291 1000 Fax: + 55 11 3291 1111 Web Site: www.tozzini.com.br

Jose Emilio Nunes Pinto Marcio Baptista (NY)

Projects M&A

Werksmans Attorneys 155-5th Street Sandown Sandton Johannesburg 2196 Republic of South Africa Phone: + 27 11 535 8000 Fax: + 27 11 535 8600 Web Site: ww.werksmans.co.za

Wildu duPlessis

Banking & Finance

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CONFERENCE AGENDA SATURDAY, SEPTEMBER 20th, 2003

• TIME & LOCATION

• 8:00 a.m. to 5:00 p.m. The Pan Pacific Hotel Canada Suite (23rd Floor) • 2:00 p.m. to 4:00 p.m. Depart Hotel Lobby • 6:00 p.m. to 7:30 p.m. The Pan Pacific Hotel Cypress Suite (Restaurant Level) • 7:30 p.m. to 11:00 p.m. (Depart from Cypress Suite)

• EVENT • Delegates & Accompanying Guests Arrive PRAC Welcome Suite Opens for Registrations • Optional Tour for Delegates & Accompanying Guests STANLEY PARK TOUR (See Optional Tours Agenda for Details) • Welcome Reception

Delegates & Accompanying Guests Hosted by: Jan Willem Sodderland, PRAC Chairman, NautaDutilh Jeffrey J. Lowe, Host Committee Chair, Richards Buell Sutton

• No Host Dine Arounds at Local Restaurants Delegates & Accompanying Guests Reservations have been made at various restaurants. Please visit the PRAC Welcome Suite for restaurant information and sign-up sheets. Suggested Dress: Business Casual

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CONFERENCE AGENDA SUNDAY, SEPTEMBER 21st, 2003

• TIME & LOCATION

• 8:00 a.m. to 5:00 p.m. The Pan Pacific Hotel Canada Suite (23rd Floor) • 10:15 a.m. Depart Hotel Lobby Return to Hotel Around 3:30 p.m. • Evening

• EVENT • PRAC Welcome Suite

Opens for Continuing Registration • Sunday North Shore Tour With Lunch on Grouse Mountain Delegates & Accompanying Guests This tour highlights Vancouver's North Shore, with its panoramic views of the city and coastline, including the Capilano Suspension Bridge, the Salmon Hatcheries and a gondola ride to the top of Grouse Mountain. Suggested Dress: Casual dress (bring a jacket) and appropriate walking footwear recommended. • Evening Free Evening free for your enjoyment. Recommendations for restaurants, local attractions and entertainment provided in

the PRAC Welcome Suite.

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CONFERENCE AGENDA MONDAY, SEPTEMBER 22nd, 2003

• TIME & LOCATION

• 9:00 a.m. to 3:00 p.m. Depart Hotel Lobby

• 9:00 a.m. to 9:30 a.m.

Governor General Suite (Restaurant Level) • 9:30 a.m. to 10:15 a.m.

Governor General Suite (Restaurant Level)

• 10:15 a.m. to 10:30 a.m. Governor General Suite Foyer

• 10:30 a.m. to 11:30 a.m. Governor General Suite (Restaurant Level)

• 11:30 a.m. to 12:30 p.m. Governor General Suite (Restaurant Level)

• 12:30 p.m. to 1:15 p.m. The Five Sails Restaurants (Restaurant Level)

• 1:15 p.m. to 2:00 p.m.

• EVENT • Optional Tour for Accompanying Guests

COOKING CLASS (See Optional Tours Agenda for Details)

• Welcome & Introductions

Chair: Jan Willem Sodderland (NautaDutilh)

• Country Briefings

Chair: Jan Willem Sodderland (NautaDutilh) Presenting: Richards Buell Sutton

King & Wood PRC Lawyers Tilleke & Gibbons International Ltd.

• Break • One on One Meetings

(See Schedule)

• Guest Speaker: Hon. Lloyd Axworthy Topic: The Emerging World Order: The Role of International Justice

• Luncheon • PRAC Photo Session for Delegates

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CONFERENCE AGENDA MONDAY, SEPTEMBER 22nd, 2003 CONTINUED

All business programme events are held at The Pan Pacific Hotel

Suggested Dress for Business Meetings: Business Casual

• TIME & LOCATION

• 2:00 p.m. to 4:30 p.m. Governor General Suite (Restaurant Level)

• 5:00 p.m. to 6:00 p.m.

Depart Hotel Lobby

• 7:00 p.m. to 11:00 p.m. Depart Hotel Lobby

• EVENT • Practice Management

Topic: Strategic Planning for Law Firms Series - Partner Structure Survey Co-Chairs: Jeffery A. Barnes (Fraser Milner Casgrain LLP) J. Warren Gorrell (Hogan & Hartson LLP)

• Opportunity to Visit RBS Offices

7th Floor - 401 West Georgia Street (Walking Groups Guided by RBS Representatives)

• Host Firm Dinners at Partners’ Homes

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CONFERENCE AGENDA TUESDAY, SEPTEMBER 23rd, 2003

• TIME & LOCATION

• 9:00 a.m. to 3:00 p.m. Depart Hotel Lobby

• 9:00 a.m. to 10:30 a.m.


• 10:30 a.m. to 10:45 a.m. Governor General Suite Foyer

• 10:45 a.m. to 11:45 a.m. Governor General Suite (Restaurant Level)

• 12:00 p.m. to 1:30 p.m. The Five Sails Restaurant (Restaurant Level)


• EVENT • Optional Tour for Accompanying Guests

VANCOUVER ORIENTATION TOUR (See Optional Tours Agenda for Details)

• Marketing

Topic: Client Relations - What Are We Missing?

Co-Chairs: Jorge Perez-Taiman (Muniz Forsyth Ramirez Perez-Taiman & Luna-Victoria)

John Shirbin (Clayton Utz) • Break • Business Investment & Trade

Topic: Mad Cows and DiSARSters - Coping with Natural Biological Crisis Co-Chairs: S. Sivanesan (Rodyk & Davidson) A. Peter Parsons (Davis Wright Tremaine LLP) • Luncheon • Projects / Energy

Topic: Impact of Kyoto Protocol – II

Co-Chairs: Jose Emilio Nunes Pinto (Tozzini Freire Teixeira e Silva)

Ray Batla (Hogan & Hartson LLP)

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CONFERENCE AGENDA TUESDAY, SEPTEMBER 23rd, 2003 CONTINUED

All business programme events are held at The Pan Pacific Hotel Suggested Dress for Business Meetings: Business Casual

• TIME & LOCATION

• 3:00 p.m. to 3:15 p.m.

Governor General Suite Foyer

• 3:15 p.m. to 4:15 p.m.


• 4:15 p.m. to 5:15 p.m.

Governor General Suite


• 7:00 p.m. to 11:00 p.m.

Depart Hotel Lobby

• EVENT • Break • Intellectual Property & Licensing

Topic: Non-Disclosure Agreements Co-Chairs: Takemi Hiramatsu (Asahi Koma Law Offices) Kenneth H. Slade (Hale and Dorr LLP) • Banking & Workouts

Topic: Essentials of Securitization

Co-Chairs: Theresa Chong (Skrine) Osvaldo J. Marzorati (Allende & Brea) • Policy & Planning Committee

Committee Members Only

• Cocktail & Gala Dinner The Terminal City Club Suggested Dress: Cocktail Attire / Dark Suit

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CONFERENCE AGENDA WEDNESDAY, SEPTEMBER 24th, 2003

All business programme events are held at The Pan Pacific Hotel

Suggested Dress for Business Meetings: Business Casual

CONFERENCE CLOSES

• TIME & LOCATION • 8:30 a.m. to 9:30 a.m.

Governor General Suite (Restaurant)

• 9:30 a.m. to 11:30 a.m.


• EVENT • Conference Committee Meeting

Committee Members Only • Board Meeting

All Delegates are welcome to attend

• TIME & LOCATION • 1:00 p.m. to 5:00 p.m.

Depart Hotel Lobby

• EVENT • Optional Tour for Delegates & Accompanying Guests

KAYAK & BBQ LUNCH (See Optional Tours Agenda for Details)

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OPTIONAL TOURS DELEGATES & ACCOMPANYING GUESTS

SATURDAY, SEPTEMBER 20th, 2003

After arriving at the Hotel and settling in from your journey, join Team PRAC for a relaxing walk or bicycleride through Stanley Park and around the seawall that surrounds this beautiful wilderness park. StanleyPark, one Vancouver's top attractions, is a 1,000 acre park located immediately nearby the Pan PacificHotel. Just inside the Georgia Street entrance lie the stunning Rose and Shakespeare Gardens. As youloop around the park, you will see spectacular views of the City and North Shore. Feel free to stop alongthe route and take in the Visitor Centre, or enjoy a coffee. You can hop on the Stanley Park Trolley (free)which stops at 14 of the Park's most popular attractions. Surely not to be missed by anyone whoappreciates the beauty of nature and being outdoors!

Cost: No Charge

MONDAY, SEPTEMBER 22, 2003

Join us for a cooking class and luncheon at the Pacific Institute of Culinary Arts located at the mouth ofGranville Island. Enjoy the hands-on preparation of a three course meal (appetizer, entree and dessert) ofinternational flavours. Following hands-on preparation, the group will relax in the Institutes gourmetrestaurant and enjoy their creations. Suggested Dress: Casual dress (bring a jacket) and appropriatewalking footwear recommended.

Cost: CA$150.00 each including lunch, guides and transport

• TIME & LOCATION

• 2:00 p.m. to 4:00 p.m.Depart Hotel Lobby

• EVENT

• STANLEY PARK TOURFor Early Arriving Delegates & Accompanying Guests

• TIME & LOCATION

• 9:00 a.m. to 3:00 p.m.Depart Hotel Lobby

• EVENT

• COOKING CLASSFor Accompanying Guests

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OPTIONAL TOURS cont'd

TUESDAY, SEPTEMBER 23rd, 2003

Visit the Museum of Anthropology located on cliffs of Point Grey. The Museum houses one of the world'sfinest displays of Northwest Coast First Nations art in a spectacular building overlooking mountains andsea. Admire the world's largest collection of works by internationally acclaimed Haida artist Bill Reid,including his famous cedar sculpture, "The Raven and the First Men". Lunch following at Seasons in thePark located in Queen Elizabeth Park, finishing with a shopping excursion along downtown Vancouver'sfamed Robson Street. Suggested Dress: Casual dress (bring a jacket) and appropriate walking footwearrecommended.

Cost: CA$120.00 each including lunch, entrance fees, guides and transport

WEDNESDAY, SEPTEMBER 24th, 2003

This tour is unique to the area as it offers the authentic First Nation experience of water travel in traditionalstyle ocean-going canoes. Learn about the area while enjoying a leisurely paddle on the ocean waters ofIndian Arm with First National guides. Enjoy a light bbq luncheon. Bring your camera, sunglasses,sunscreen and appropriate clothing and footwear (wet and dry). Please note capacity is limited (first comebasis) and is subject to weather conditions.

Cost: CA$115.00 each includes bbq luncheon, guides and transport

Optional Tour Charges are payable in cash, cheque or credit card to RBSupon registration in the PRAC Welcome Suite located in Canada Suite (23rd Floor).

• TIME & LOCATION

• 9:00 a.m. to 3:00 p.m.Depart Hotel Lobby

• EVENT

• VANCOUVER ORIENTATION TOURFor Accompanying Guests

• TIME & LOCATION

• 1:00 p.m. to 5:00 p.m.Depart Hotel Lobby

• EVENT

• KAYAK & BBQ LUNCHFor Delegates & Accompanying Guests

Country Briefings Page 1 of 1

Vancouver 2003

COUNTRY BRIEFINGS

Agenda Vancouver Conference

Monday, September 22, 2003

9:30 – 10:15 am Governor General Suite - Pan Pacific Hotel

Chair: Jan Willem Sodderland – NautaDutilh – The Netherlands Presenting: Richards Buell Sutton (Vancouver, Canada)

King & Wood PRC (Beijing, PRC) Tilleke & Gibbins International Ltd. (Bangkok, Thailand)

1

KING & WOODPRC LAWYERS

Chinese Firm into New Era

To the Pacific Rim Advisory Council

Lawyers in China

Golden Times

2

King & Wood A Chinese Name

KING &WOOD? ? ? ? ? ? ?

?Metal

Wood?

Fire?

? Water

? Soil

King & WoodOne of the Best in China

•The PRC Firm of the Year 2002

•The Project Finance Deal of the Year 2002

3

Speeding Time at King&Wood • Located in Beijing• Internationalized lawyers• Localized solutions

Foreign Direct Investment • Representative office• EJV, CJV & WFOE• Foreign cooperative project• FIE merger & acquisition• Hyundai Motor Company’s joint

venture project with Beijing Automotive Industry Holding Co., Ltd. The first joint venture project since China’s entrance to the WTO, amounted USD 200 million.

4

Securities

• Initial public offering (IPO)• Corporate bonds• Employee ownership plan• Management boy-out (MBO)• Sinotrans restructuring and

IPO on Hong Kong Exchange Market.

Banking and Finance

• Foreign exchange Foreign debt & security• Civil airplane financing• Infrastructure project financing• Lone Star China purchasing Non-

Performed Loan assets from Great Wall Assets Management Co., Ltd.

5

Merger and Acquisition

• Merger & acquisition• Spin-off & recapitalization • Strategic investment• Venture capital• Merger and acquisition of

Changde Damen Shipyard Co., Ltd.

Bankruptcy and Reorganization

• General strategy• Legal due diligence• Negotiations• Documentation• Related court / arbitration proceedings

6

Intellectual Property

• IP registration• IP rights transactions• IP litigation• IP customs procedures • Unfair competition

Litigation and Arbitration

• Contract dispute• Debt & security dispute• Foreign investment dispute• Maritime dispute• IP dispute• Honda Motor Co., Ltd. against the

Patent Re-examination Board of the State Intellectual Property Office of the PRC

7

WTO Dispute Settlement

• General consultancy & research • WTO DSB proceedings• WTO panel proceeding on U.S. 201

safeguard measures on import steel products

International Trade Practice

• Antidumping• Safeguard • Anti-Subsidy

8

Others

• Real estate• Tax• Environment

Olympic Games 2008 (I)

• Historical event for China

• First and only Chinese firm on the Olympic Games

• Comprehensive and creative services

9

Olympic Games 2008 (II)

• Procurement• Broadcasting• Construction• Accommodations & transportation• Intellectual property• Communications & information technology• Marketing• Publication• Donation• Others

New DaysNew Services

10

KING & WOODPRC LAWYERS

Thank you &

Look Forward to Working with You!

One on One Meetings Page 1 of 1

Vancouver 2003

One on One Meetings - Vancouver 2003 Conference

Monday September 22, 2003 10:30 to 11:30 am - Pan Pacific Hotel

FIRM 10:30 11:00

ALI BUDIARDJO NUGROHO REKSODIPUTRO - Indonesia NautaDutilh Lovells

ALLENDE & BREA - Argentina Carey Tilleke

ASAHI KOMA LAW OFFICES - Japan King & Wood Hogan & Hartson

BRIGARD URRUTIA - Colombia Santamarina Open

CAREY Y CIA. - Chile Allende & Brea Hale and Dorr

CLAYTON UTZ - Australia Tilleke Fraser Milner Casgrain

DAVIS WRIGHT TREMAINE LLP - USA - Seattle Richards Buell Sutton NautaDutilh

FRASER MILNER CASGRAIN LLP - Canada - Toronto Kochhar Clayton Utz

GOODSILL ANDERSON QUINN & STIFEL - Hawaii Open Open

HALE AND DORR LLP - USA - Boston Simpson Grierson Carey

HOET PELAEZ CASTILLO & DUQUE - Venezuela Muniz Kim Chang & Lee

HOGAN & HARTSON LLP USA - Washington DC Lee & Li Asahi Koma

KIM CHANG & LEE - South Korea Rodyk & Davidson Hoet

KING & WOOD PRC LAWYERS - China - Beijing Asahi Koma Rodyk & Davidson

KOCHHAR & CO - India - New Delhi Fraser Milner Casgrain Open

LEE AND LI - Taiwan Hogan & Hartson Open

LOVELLS - China - Hong Kong Skrine Ali Budiardjo

LUCE FORWARD HAMILTON & SCRIPPS LLP - USA - San Diego Tozzini Freire Richards Buell Sutton

MULLA & MULLA & CRAIGIE BLUNT & CAROE - India - Mumbai Werksmans Skrine

MUNIZ FORSYTH RAMIREZ PEREZ -TAIMAN & LUNA -VICTORIA - Peru Hoet Open

NAUTA DUTILH - Netherlands, Belgium Ali Budiardjo Davis Wright Tremaine

RICHARDS BUELL SUTTON - Canada - Vancouver Davis Wright Tremaine Luce Forward

RODYK & DAVIDSON - Singapore Kim Chang & Lee King & Wood

SANTAMARINA Y STETA - Mexico Brigard Urrutia Tozzini Freiere

SIMPSON GRIERSON - New Zealand Hale and Dorr Open

SKRINE - Malaysia Lovells Mulla & Mulla

SYCIP SALAZAR HERNANDEZ & GATMAITAN - Philippines Open Open

TILLEKE & GIBBINS INTERNATIONAL LTD. Clayton Utz Allende & Brea

TOZZINI FREIRE TEIXEIRA E SILVA - Brazil Luce Forward Santamarina

WERKSMANS Attorneys - South Africa Mulla & Mulla Open

One on One Suggested GuidelinesPage 1 of 1

Vancouver 2003

One on One Meetings

Suggested Guidelines

In an effort to enhance the One on One meetings, the following suggested guidelines, although certainly not allencompassing and specific to this portion of the Conference, are offered to attending delegates for use inpreparing for the upcoming conference.

Before making your selection:

Poll your firm partners for areas of interest, such as ongoing, joint or future projects and new practice areas,secondments.

• Which of your clients might:

have needs for legal assistance in another PRAC jurisdiction;

appreciate an introduction or business connection or accommodation in anotherPRAC jurisdiction;

• What businesses from other PRAC jurisdictions are doing (significant) businessin your jurisdiction/country/area?

• What significant legal or business developments have recently occurred whichaffect you or your clients and other PRAC jurisdictions ?

Prepare for the Conference

Attending delegates will be provided with a preliminary list of all delegates and conference materials inadvance of the conference. One on One participants will know 3-4 weeks prior to the conference regardingtheir selections, and are encouraged to investigate possible joint areas of interest. Contact the listed delegatesfor the member firms you will be meeting with and let them know how they might assist you.

Continue preparations by gathering and sharing and pertinent information

After the Conference :

Follow up - a 30 day post conference reminder will be sent by the Chair.

The Honourable Lloyd Axworthy, P.C., O.C., O.M

Biography

Lloyd Axworthy is Director and CEO of the Liu Institute for Global Issues at the University of BritishColumbia. Canada’’s Foreign Minister from 1995 to 2000, Lloyd Axworthy’’s political career spanned27 years, during six of which he served in the Manitoba Legislative Assembly and twenty-one in theFederal Parliament. He held several Cabinet positions, notably Minister of Employment andImmigration, Minister Responsible for the Status of Women, Minister of Transport, of HumanResources Development, of Western Economic Diversification and Minister of Foreign Affairs.

In the Foreign Affairs portfolio, Dr. Axworthy became internationally known for his advancement ofthe human security concept, in particular, the Ottawa Treaty - a landmark global treaty banning anti-personnel landmines. For his leadership on landmines, he was nominated for the Nobel PeacePrize. For his efforts in establishing the International Criminal Court and the Protocol on childsoldiers, he received the North-South Institute’’s Peace Award.

Since leaving public life in the fall of 2000, Dr. Axworthy has been the recipient of several prestigiousawards and honours. The Vietnam Veterans of America Foundation presented him with the SenatorPatrick J. Leahy Award in recognition of his leadership in the global effort to outlaw landmines andthe use of children as soldiers and to bring war criminals to justice. Princeton University awardedhim the Madison Medal for his record of outstanding public service and he received the CAREInternational Humanitarian Award. He was elected Honorary Fellow of the American Academy ofArts and Sciences. He has been named to Order of Manitoba and to the Order of Canada.

He has received honourary doctorates from Lakehead University, University of Victoria, Universityof Denver, Niagara University, the University of Winnipeg and Dalhousie University.

Currently, Dr. Axworthy holds positions on several boards and companies. He joined the law firmof Fraser Milner Casgrain as a consultant on trade and international affairs. He is a Board memberof the MacArthur Foundation, Human Rights Watch –– where he chairs the Advisory Board ForAmericas Watch, Lester B. Pearson College, University of the Arctic, the Pacific Council onInternational Policy, on the Port of Churchill Advisory Board as well as on the Advisory Board of theEthical Globalization Initiative. He is also serving as Chairman of the Human Security Centre for theUnited Nations University for Peace (UPEACE), Co-Chair of the State of the World Forum,Commission on Globalization, and Honourary Chairman of the Canadian Landmine Foundation. He graduated in 1961 with a B.A. from United College (now the University of Winnipeg), obtainedhis M.A. in Political Science from Princeton University in 1963, subsequently earning a PhD fromPrinceton in 1972.

Lloyd Axworthy remains involved in international matters and lectures widely in Canada, the U.S. andabroad. His book Navigating a New World - Canada’s Global Future, Knopf Canada, will be releasedin the Fall of 2003.

Lloyd Axworthy is married to Denise Ommanney. They have three children and live on VancouverIsland.

Practice Management Committee Agenda Page 1 of 2

Vancouver 2003

PRACTICE MANAGEMENT COMMITTEE

Agenda Vancouver Conference

Monday, September 22, 2003

2:00 pm - 4:30 pm Governor General Suite - Pan Pacific Hotel

Co-Chairs: Jeffery Barnes - Fraser Milner Casgrain LLP - Canada J. Warren Gorrell - Hogan & Hartson LLP - United States Speakers: Jorge Carey – Carey y Cia. – Chile

Andres B. Sta Maria – Sycip Salazar Hernandez & Gatmaitan - Philippines Topics: Strategic Planning for Law Firm Series

As a follow up to New Zealand's conference and utilizing the results of the survey of member firms on partnership structures, we will take a closer look at the partnership structure issues including: • Multiple classes of partners • Multiple classes of non-partners • Partnership voting structures • Admission to partnership • Removal from partnership • Retirement from partnership • Partnership capital • Changing your partnership structure

PRAC Partner Structure Survey

1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners?

2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners?

3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics?

4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? How are the number of votes determined?

5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made?

6. How is partnership admission and removal approved?

Practice Management Committee Agenda Page 2 of 2

Vancouver 2003

7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed?

8. How often is your partnership agreement reviewed?

The discussion will be facilitated by a limited number of panelists, but is intended to be mainly an open discussion among all member firms.

1

Pacific Rim Advisory Council Practice Management

Partnership Structures

Vancouver, CanadaSeptember 22, 2003

Chairs: Warren GorrellJeff Barnes

2

Aspects of Partnership

Financial

VotingTenure

Information

Status

2

3

• Profit sharing• Partnership interest

vs.Fixed compensation

• Ownership of firm assets• Exposure to business risks

Financial

4

• Use of LLPs, professional corporations

• Equity investment

• Non equity partners

• “Lower” equity partners

• Is there an equity return?

Capital Exposure

3

5

Voting rights may be separated from financial aspects

Voting

6

Voting can be

• Available to only some partners on all issues• Available to partners at different levels on

different issues• Weighted by percentage interest• All of the above

Voting

4

7

Value of vote depends on “votable” matters• Mergers• Dissolution• Offices• Taking on new partners• Removing existing partners• Partnership Agreement amendments• Other matters

Voting

8

Increasing “corporatization” of law firms

• Votes have less value• Maybe vote only for a “board of directors”

• Regional/sectional voting

Voting

5

9

Getting tenure/partnershipPartner admission

• Expectations

• Term of service

• Laterals

• Information base

• Decision Making

Tenure

10

Losing tenure/partnership• Automatically or by partnership action:

• Insolvency• Misconduct and misbehaviour• Non-performance• Loss of legal ability to practice• Attaining defined retirement age

- Waiver and exceptions- Who decides

• Other

• Partnership action:• Who initiates• Who votes

Tenure

6

11

About firm performance• Firmwide• Practice group• Offices

About decisions made by “board” and underlying considerations

• Meetings vs. written materialAbout associatesAbout other partner performance

Information

12

Partner status as an individual marketing tool

Using “near partner” names to convey status

Inside vs. outside designations

Status

1844200v1

Partnership Structure Survey – Regional Charted Results Vancouver Conference September 2003 - Page 1 of 9

PRACTICE MANAGEMENT

SURVEY 2003

Member Firm Partnership Structures

1. Are all of your partners individuals or do you permit professional corporations to

partners? If so, what limitations or requirements do you impose on corporate partners? 2. Do you have more than one category of partner? If so, what are the characteristics of the

various types of partners? 3. Do you have more than one category of non-partner lawyers? If so, what are their

characteristics? 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level?

How are the number of votes determined? 5. Do you have a mandatory retirement age for partners? What is the age and are there

exceptions made? 6. How is partnership admission and removal approved? 7. What level of investment is a partner required to make in firm capital? How are capital

contributions made and/or financed? 8. How often is your partnership agreement reviewed? Results by Regional chart followed by full responses by Firm


Question 1: Are all partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? Individual LLC Both Other ASIA

Ali Budiardjo Nugroho Reksodiputro INDONESIA X

Asahi Koma Offices JAPAN X

Kim Chang & Lee KOREA X

King & Wood PRC Lawyers PRC X Kochhar & Co. INDIA X Lee and Li TAIWAN X Lovells PRC X Mulla & Mulla & Craigie Blunt & Caroe INDIA X Rodyk & Davidson SINGAPORE X Skrine MALAYSIA X SyCip Salazar Hernandez & Gatmaitan PHILLIPINES X Tilleke & Gibbins International LTD THAILAND X

AUSTRALASIA

Clayton Utz AUSTRALIA X Simpson Grierson NEW ZEALAND X

EUROPE/AFRICA

NautaDutilh BELGIUM NETHERLANDS X Werksmans SOUTH AFRICA X

LATIN AMERICA

Allende & Brea ARGENTINA X Brigard & Urrutia COLOMBIA Carey y Cia CHILE Hoet Pelaez Castillo & Duque VENEZUELA X Muniz Forsyth Ramirez Perez-Taiman & Luna Victoria PERU

X

Santamarina y Steta MEXICO X Tozzini Freire Teixeira e Silva BRAZIL X

NORTH AMERICA

Davis Wright Tremaine LLP UNITED STATES X Fraser Milner Casgrain CANADA X Goodsill Anderson Quiin & Stifel UNITED STATES Hale and Dorr UNITED STATES X Hogan & Hartson UNITED STATES X Luce Forward Hamilton & Scripps UNITED STATES X Richards Buell Sutton CANADA X


Questions 2 & 3: Do you have more than one category of partner/lawyers? If so what are the characteristics of the various types of partners/lawyers?

Partners Partners Non Partners Non Partners Only One More than One Only One More than One

ASIA

Ali Budiardjo Nugroho Reksodiputro INDONESIA X 2

Asahi Koma Offices JAPAN 2 2

Kim Chang & Lee KOREA 2 X

King & Wood PRC Lawyers PRC 2 X Kochhar & Co. INDIA 2 6 Lee and Li TAIWAN 2 2 Lovells PRC 3 *Consultant” Mulla & Mulla & Craigie Blunt & Caroe INDIA X 2 Rodyk & Davidson SINGAPORE 2 3 Skrine MALAYSIA 2 2 SyCip Salazar Hernandez & Gatmaitan PHILLIPINES 2 4 Tilleke & Gibbins International LTD THAILAND 2 X

AUSTRALASIA

Clayton Utz AUSTRALIA 2 3 Simpson Grierson NEW ZEALAND 3 4

EUROPE/AFRICA

NautaDutilh BELGIUM NETHERLANDS 2 4 Werksmans SOUTH AFRICA 2 3

LATIN AMERICA

Allende & Brea ARGENTINA 2 3 Brigard & Urrutia COLOMBIA Carey y Cia CHILE X X Hoet Pelaez Castillo & Duque VENEZUELA 3 Several Muniz Forsyth Ramirez Perez-Taiman & Luna Victoria PERU

3 3

Santamarina y Steta MEXICO X X Tozzini Freire Teixeira e Silva BRAZIL X 3

NORTH AMERICA

Davis Wright Tremaine LLP UNITED STATES X 2 3 Fraser Milner Casgrain CANADA 3 Goodsill Anderson Quiin & Stifel UNITED STATES Hale and Dorr UNITED STATES 2 5 Hogan & Hartson UNITED STATES 2 2 Luce Forward Hamilton & Scripps UNITED STATES 2 5 Richards Buell Sutton CANADA X X


Question 4: Do all partners vote on all of the same matters? If not, what votes are cast at each level.? How are the number of votes determined. All partners Single Voting / Other All Issues Vote

ASIA


Asahi Koma Offices JAPAN X Equity Partners All Issues; Non Equity all issues but admission

Kim Chang & Lee KOREA General consensus Equity Partners; Important Issues King & Wood PRC Lawyers PRC X Equity Partners All Issues Kochhar & Co. INDIA General Consensus All Partners Lee and Li TAIWAN Senior and Non Senior vote class vote; Each vote equal Lovells PRC X Equity Partners All Issues; Partners Certain Issues Mulla & Mulla & Craigie Blunt & Caroe INDIA Elected Management of 6 Partners Rodyk & Davidson SINGAPORE X Equity Partners All Issues Skrine MALAYSIA X Equity Partners with exception reserved matters; Majority SyCip Salazar Hernandez & Gatmaitan PHILLIPINES Equity Partners All Issues Tilleke & Gibbins International LTD THAILAND X Regular Partners Only

AUSTRALASIA

Clayton Utz AUSTRALIA X X Simpson Grierson NEW ZEALAND All Partners vote for new partners & Chair; Chair

appoints Board; Board consults widely

EUROPE/AFRICA

NautaDutilh BELGIUM NETHERLANDS X Equity Partners All Issues Werksmans SOUTH AFRICA X % Ownership; certain issues

LATIN AMERICA

Allende & Brea ARGENTINA X Brigard & Urrutia COLOMBIA Carey y Cia CHILE X X Certain Issues Hoet Pelaez Castillo & Duque VENEZUELA X Equity Partners Certain Issues; Share participation;

generally by consensus; Non Equity & Jr Partners certain issues

Muniz Forsyth Ramirez Perez-Taiman & Luna Victoria PERU

Equity Partners Certain Issues

Santamarina y Steta MEXICO X X Weighted on seniority and economic participation; Ruling operation is consensus

Tozzini Freire Teixeira e Silva BRAZIL X Points

NORTH AMERICA

Davis Wright Tremaine LLP UNITED STATES Certain issues; Majority in Interest of Partners or Majority of Partners

Fraser Milner Casgrain CANADA X Firm wide issues All Partners; Certain issues weighted by partnership interest; Some votes higher approval level

Goodsill Anderson Quiin & Stifel UNITED STATES Hale and Dorr UNITED STATES X Equity & Senior Partners Only Hogan & Hartson UNITED STATES GP All matters; SP all matters but new partner admission

and GP compensation Luce Forward Hamilton & Scripps UNITED STATES X Equity Partners Only Richards Buell Sutton CANADA X


Question 5: Do you have a mandatory retirement age for partners? What is the age and are there exceptions made?

Mandatory Exception Retirement

ASIA

Ali Budiardjo Nugroho Reksodiputro INDONESIA 70 Yes

Asahi Koma Offices JAPAN None Kim Chang & Lee KOREA None King & Wood PRC Lawyers PRC 60 May be extended to 65 Kochhar & Co. INDIA None Lee and Li TAIWAN 60 Does not apply to senior partners Lovells PRC 62 Age varies in several jurisdictions; Move to Counsel;

Partnership Council approval Mulla & Mulla & Craigie Blunt & Caroe INDIA None Consultant Rodyk & Davidson SINGAPORE 66 Skrine MALAYSIA 65 SyCip Salazar Hernandez & Gatmaitan PHILLIPINES 65 Tilleke & Gibbins International LTD THAILAND 60 May be extended to 65

AUSTRALASIA

Clayton Utz AUSTRALIA None Australia law deemed illegal. Past regime found useful Simpson Grierson NEW ZEALAND None NZ law deemed illegal. Annual Board discussion/review

EUROPE/AFRICA

NautaDutilh BELGIUM NETHERLANDS 60 A number of older equity partners have the right to stay longer

Werksmans SOUTH AFRICA 70 Extendable with consent of all partners

LATIN AMERICA

Allende & Brea ARGENTINA 65 Five year cool off period Brigard & Urrutia COLOMBIA Carey y Cia CHILE 70 Exception for 3 partners 75/ 73/ 73 Hoet Pelaez Castillo & Duque VENEZUELA 65 Invitation, non partnership non voting Muniz Forsyth Ramirez Perez-Taiman & Luna Victoria PERU

65

Santamarina y Steta MEXICO 65 Invitation, non partnership, non voting/profit sharing Tozzini Freire Teixeira e Silva BRAZIL 65 Extendable 5 years max approved by Exec Committee

NORTH AMERICA Davis Wright Tremaine LLP UNITED STATES 70 Of counsel in one year increments

Fraser Milner Casgrain CANADA 65 Exceptions made; annual review Partnership Board

Goodsill Anderson Quiin & Stifel UNITED STATES Hale and Dorr UNITED STATES 70 Counsel; life time office Hogan & Hartson UNITED STATES None Luce Forward Hamilton & Scripps UNITED STATES 68 Non Partner with Executive Committee approval Richards Buell Sutton CANADA None


Question 6 How is partnership admission and removal approved? Admission Removal ASIA

Ali Budiardjo Nugroho Reksodiputro INDONESIA Partners Partners

Asahi Koma Offices JAPAN NEP 2/3 all partners; EPP 2/3 EPP partners 2/3 all partners

Kim Chang & Lee KOREA Consensus Equity Partners

King & Wood PRC Lawyers PRC 2/3 Partners 2/3 Partners

Kochhar & Co. INDIA Consensus Lee and Li TAIWAN General Consensus Equity Partners Lovells PRC Admission is annual. Committees provide guidance on numbers and

candidates. Equity Partners vote. Mulla & Mulla & Craigie Blunt & Caroe INDIA Consensus Rodyk & Davidson SINGAPORE Consensus Skrine MALAYSIA Requisite Majority SyCip Salazar Hernandez & Gatmaitan PHILLIPINES 2/3 Tilleke & Gibbins International LTD THAILAND Management Committee of all Regular partners plus non lawyers subject to

approval by Board of Directors

AUSTRALASIA

Clayton Utz AUSTRALIA Board of Directors

Simpson Grierson NEW ZEALAND Board recommended + 90% all partners Board

EUROPE/AFRICA

NautaDutilh BELGIUM NETHERLANDS Special Committee requires 2/3 Equity partner votes + 60% total votes present

Managing Board seeks Special Committee approval to terminate agreement. Appeal @ shareholder meeting

Werksmans SOUTH AFRICA Consensus Partners

LATIN AMERICA

Allende & Brea ARGENTINA Consensus Partners 2/3 Partners Brigard & Urrutia COLOMBIA Carey y Cia CHILE 80% Partners 2/3 Partrners/cause; All

partners w/o cause

Hoet Pelaez Castillo & Duque VENEZUELA Equity Partners decision + vote Equity and Non-Equity Muniz Forsyth Ramirez Perez-Taiman & Luna Victoria PERU

Unanimous vote Equity Partners

Santamarina y Steta MEXICO General Partners

Tozzini Freire Teixeira e Silva BRAZIL Executive Committee 2/3 Exec Committee + All Partners

NORTH AMERICA Davis Wright Tremaine LLP UNITED STATES Majority in interest; not more than 15%

objection in interest all partners Majority in interest

Fraser Milner Casgrain CANADA Partnership Board approval of Local Managing Partners; No partnership vote required

Partnership Board to consult with Local Managing Partner

Goodsill Anderson Quiin & Stifel UNITED STATES Hale and Dorr UNITED STATES 80% Equity Senior Partners 2/3 Equity Senior Partners

Hogan & Hartson UNITED STATES 2/3 quorum + majority affirmative GP per capita Luce Forward Hamilton & Scripps UNITED STATES 75% Equity Partners Richards Buell Sutton CANADA 75% Partners


Question 7: What level of investment is a partner required to make in firm capital? How are capital contributions made and/or financed?

None Pro Forma ASIA Ali Budiardjo Nugroho Reksodiputro

INDONESIA X Asahi Koma Offices

JAPAN Formerly with guarantees; Now establishing process for cash contributions of min 10,000,000 Japan Yen; contribution level increased by seniority

Kim Chang & Lee KOREA

No prescribed level of investment prescribed. Informal agreement among equity partners

King & Wood PRC Lawyers PRC Capital contribution as set periodically by management; self financed Kochhar & Co. INDIA X Lee and Li

TAIWAN Senior Equity Partners contribute firm capital; Non-senior make a nominal cash contribution + services provided

Lovells PRC

At Equity Partners. Relatively modest. Over 5 years.

Mulla & Mulla & Craigie Blunt & Caroe INDIA % of profit share, self financed

Rodyk & Davidson SINGAPORE X

Skrine MALAYSIA Share Purchase; Purchaser profits used for payment to Selling Partners

SyCip Salazar Hernandez & Gatmaitan PHILLIPINES X Equity built via mandatory deductions from new Partner income

Tilleke & Gibbins International LTD THAILAND X

AUSTRALASIA

Clayton Utz AUSTRALIA X

Simpson Grierson NEW ZEALAND

Entry Level Partner 40% capital of Parity Partner increasing by 10% ea year as move up lock step

EUROPE/AFRICA

NautaDutilh NETHERLANDS Equity Partner -= 1 share =5 0,000 EUR. Financed thru bank loans.

Werksmans SOUTH AFRICA

Equity Partners: Ownership % of Fixed Capital on entry; Werksmans Bank may lend cost/tax neutral to partner

LATIN AMERICA

Allende & Brea ARGENTINA

It depends on the value of the capital at any given time and its participation in the equity.

BRIGARD & URRUTIA COLOMBIA Carey y Cia

CHILE X

Hoet Pelaez Castillo & Duque VENEZUELA None fixed; negotiated on case by case basis. Muñiz Forsyth Ramirez Perez-Taiman & Luna Victoria PERU

New equity partners contribute a given amount per each percentage point of equity they acquire. This money is invested in the firm it does not go to existing equity partners.

Santamarina y Steta MEXICO No capital investment on admission, although currently, partner profit

contributions to Firm Reserve are made throughout year. Changing soon to Firm funded reserves.

Tozzini Freire Teixeira e Silva BRAZIL X Point Pool reserved each year for new partners


NORTH AMERICA

Davis Wright Tremaine LLP

UNITED STATES

Partners contribute capital in an amount equal to their percentage interest in ownership multiplied by the capital base of the firm. The capital is due as follows: 1/3 prior to June 30 of the partnership year six months after becoming partner; 1/3 prior to June 30 the following year 18 months after partnership; the final 1/3 prior to the next January 31 25 months after becoming partner. It is up to the individual partner to come up with the capital, with most doing so from personal savings or cash flow, bank loans, or loans from their retirement plan accounts.

Fraser Milner Casgrain CANADA

50% previous year income as a loan to ltd pshp; interest prime plus 1/%. FMC arranges for banks to provide loans against capital contribution

Goodsill Anderson Quinn & Stifel UNITED STATES

Hale and Dorr UNITED STATES

Equity Senior Partners Tiered Equity Contribution Required to invest firm capital in accordance with their proprietary interests and the Firm's aggregate Firm capital as set annually by vote of the Equity Senior Partners. New Equity Senior Partners have a five-year phase-in period, with 20% of their capital quota due in each successive year. After the five-year phase-in period, Equity Senior Partners are required to maintain 100% of their capital quota, which varies year to year depending upon an Equity Senior Partner's proprietary interest for each given year and aggregate Firm capital for each year. On a voluntary basis, Equity Senior Partners may maintain Firm capital up to 200% of their annual quota or $250,000, whichever amount is greater. Equity Senior Partners may borrow to fund their Firm capital requirements from a select group of banks with which the Firm has made arrangements for borrowing by Equity Senior Partners on relatively favorable terms. Contract Senior Partners are required to maintain $1,000 in Firm capital. They may contribute up to $250,000 on a voluntary basis.

Hogan & Hartson UNITED STATES

General Partners required to contribute a certain amount per share for each share they hold. The average capital contribution of GP is about $125,000 today and is increasing by about $20,000 per year. Special Partner 10% of base compensation over 3 years (0/1st year; 5% of compensation 2nd year; 10% of compensation 3rd year and thereafter 10% as compensation changes.

May be funded by the partner or may be financed by an approved financial institutions through arrangements we have with our banks. We also fund capital increases out of distributions of earnings.

Luce Forward Hamilton & Scripps UNITED STATES An investment equal to that Equity Partner's then pro rata share of

income participation i.e., an Equity Partner with an income share equal to one hundredth of the total income entitlement in the Firm would be required to maintain a capital account equal to one hundredth of the Firm's capital. Contributions are made by income withholding by the Firm of 5% per month for the first 36 months of Partnership and 10% per month thereafter until capital account equal to income share is reached.

Richards Buell Sutton CANADA 100,000 capital on Partner Admission. Self financed contributions.


Question 8: How often is your partnership agreement reviewed? Seldom Annual As needed Other ASIA


Asahi Koma Offices JAPA N X

Kim Chang & Lee KOREA X

King & Wood PRC Lawyers PRC X Kochhar & Co. INDIA X Lee and Li TAIWAN X Lovells PRC X Mulla & Mulla & Craigie Blunt & Caroe INDIA X Rodyk & Davidson SINGAPORE New 2003 Skrine MALAYSIA X SyCip Salazar Hernandez & Gatmaitan PHILLIPINES X Tilleke & Gibbins International LTD THAILAND New 2002

AUSTRALASIA

Clayton Utz AUSTRALIA X Simpson Grierson NEW ZEALAND X X

EUROPE/AFRICA

NautaDutilh BELGIUM NETHERLANDS X Werksmans SOUTH AFRICA X

LATIN AMERICA

Allende & Brea ARGENTINA X Brigard & Urrutia COLOMBIA Carey y Cia CHILE X Hoet Pelaez Castillo & Duque VENEZUELA X Muniz Forsyth Ramirez Perez-Taiman & Luna Victoria PERU

X

Santamarina y Steta MEXICO X Tozzini Freire Teixeira e Silva BRAZIL X

NORTH AMERICA

Davis Wright Tremaine LLP UNITED STATES X Fraser Milner Casgrain CANADA Every 5 years Goodsill Anderson Quiin & Stifel UNITED STATES Hale and Dorr UNITED STATES X Hogan & Hartson UNITED STATES X Luce Forward Hamilton & Scripps UNITED STATES Few times since

1993 Richards Buell Sutton CANADA X

PRAC Partner Structure Survey – Firm Responses Vancouver Conference – September 2003 - Page 1 of 31

ALI BUDIARDJO NUGROHO REKSODIPUTRO - Indonesia 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? We have only individual partners. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? We have only one category of partners. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? Non-partner lawyers are associates and of counsels who are ex-partners who have reached the retirement age but can still give consultation in cooperation with a partner. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? Yes ! 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? The Mandatory retirement age is 70 years. There are exceptions, i.e. if said partner is still productive. 6. How is partnership admission and removal approved? By a partners meeting. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? There is no such requirement at this time. 8. How often is your partnership agreement reviewed? At the moment we have no partnership agreement as such but only a deed of establishment which contains also provisions on procedural matters.

PRAC Partner Structure Survey – Firm Responses Vancouver Conference – September 2003- Page 2 of 31

ALLENDE & BREA - Argentina 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? Only individuals can become partners. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? Yes: Senior partners, Junior partners 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics ? Senior associates Junior associates 0f counsel 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? Yes. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? 65 years. No exceptions but we have a 5 cool off period. 6. How is partnership admission and removal approved? Admission by consensus removal by 2/3 of votes. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? It depends of the value of the capital at any given time and its participation in the equity. 8. How often is your partnership agreement reviewed? It has been changed twice in the last 15 years.


ASAHI KOMA LAW OFFICES - Japan 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? All of our partners are individuals and we do no permit professional corporations become partners of our firm. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? We have two categories of partners , equity participating partners (EPP) and non-equity participating partners (NEP). Currently, the main difference between the two categories is that while NEP's responsibility for sharing the cost of the firm is fixed at a certain ratio by the partnership agreement, EPP's responsibility for sharing the cost of the firm fluctuates every year depending on the performance of the firm of that year. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? We have two categories of non-partner lawyers: associate and of-counsel. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? In principle, yes, with the exception of admission to EPP as described in 6 below. The number of votes is counted per head. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? We have no mandatory retirement age for partners as of the present time, because even the founding partners of our firm are still relatively young. This issue is currently being discussed among partners. 6. How is partnership admission and removal approved? Admission to NEP: 2/3 affirmative vote or more by all partners. Admission to EPP: 2/3 affirmative vote or more by EPP partners. Removal: 2/3 affirmative vote or more by all partners. 7. What level of investment is a partner required to make in firm capital? How are capital contributions made and/or financed? EPPs have made contributions to the firm in the form of financial undertakings (guarantees) by providing guarantee letters to be used in relation to borrowings from banks. Further, we are now in the process of establishing new rules under which the EPPs should make cash contributions of at least 10,000,000 Japanese Yen per partner, the actual amount being slightly increased by their respective seniority. 8. How often is your partnership agreement reviewed? No mandatory rule exists. However, the partnership agreement is reviewed and renewed every time any new partner joins the firm.


BRIGARD & URRUTIA - Colombia


CAREY Y CIA - Chile 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? All our partners, except for Mr. Jorge Carey who personally owns an insignificant share of Carey y Cia., are limited liability companies (under Chilean law, a mixture between a corporation and a limited liability partnership and called herein for purposes of the PRAC survey " corporate partners " ). Mr. Carey is an individual partner of our firm solely to enable the latter to use the surname Carey in its corporate name. The rights in our firm of its corporate partners cannot be pledged or transferred. In case of death, retirement, withdrawal, removal, etc. of the individual " partner " behind the corporate partner, his/her heirs and successors have to sell such rights to the all the other corporate partners for a nominal price and under predetermined rules. The corporate rights of the firm are distributed equally between all the corporate partners . Distribution of profits, however, is made irrespective of the ow nership rights, by the compensation committe as explained below. The individual " partners " behind the corporate partners have to have control of the latter but may cede to their spouses or relatives the minority rights in their companies. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? We only have one category of " partners " . Those associates who do not make it to " partner " may exceptionally stay in the firm but we are more and more moving towards the " up or out " policy. We debated for a long number of years to create " non equity partners " but we decided against it. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? No. We only have " partners " and associates. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? All our " partners " vote on all matters. All " partners " may only cast one vote with the following exceptions: (i)To admit a new " partner " , 80% of the votes, cast in a secret ballot, is required. (All other matters, are voted openly); (ii) The compensation committee, comprised of three " partners " , is elected in a different manner, i.e., the ten oldest " partners " elect one of such members and all the " partners " , including such ten, elect the other two; and (iii) Removals of partners, as explained below. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? Our mandatory retirement age is 70. There is an exceptional treatment agreed for three " partners " . One of them may retire at 75 and the other two at 73. 6. How is partnership admission and removal approved? A "partner " is admitted with the favorable vote of not less than 80% of the " partners " cast in a secret vote. To remove a " partner " with cause, the favorable vote of two thirds of the " partners " is required; without cause, with the favorable vote of all the other " partners " . In both cases, the dismissed partner may or may not received financial compensation and can always go to arbitration in case he or she feels the decision has been arbitrary or capricious. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? When an associate is made " partner " , no capital contribution or payment of any kind is required. When a " partner " leaves, he or she does not receive any payment by way of capital or pension or otherwise. 8. How often is your partnership agreement reviewed? Very seldom. In the last five years we have had no changes.


CLAYTON UTZ - Australia 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? All are individuals. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? We have two categories: 1. Equity partners on a lockstep. 2. Fixed income or salaried partners. The voting rights of each are similar. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? Two categories: 1. Associates. 2. Senior Associates - being Associates of more than 4 years standing who are regarded as having the potential to one day be partners. We have a handful of consultants (sometimes called special counsel or directors) in niche areas. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? One man, one vote. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? We used to have a mandatory retirement regime. At age 60, a partner reduced from 100 to 70 units and at age 63 to 50 units; full retirement at age 65. New age discrimination laws led to the abandonment of the system about 10 years ago. However, it is still generally acknowledged as having been a very useful and relevant regime. 6. How is partnership admission and removal approved? By the Board of Directors. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? Nil. Nothing when you come into partnership and nothing back when you retire. 8. How often is your partnership agreement reviewed? Every year or two.


DAVIS WRIGHT TREMAINE LLP - USA (Seattle) 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? Professional corporations or professional service corporations may be admitted as Partners in the Partnership, subject to the following conditions: a. The corporation must be duly formed and in good standing in the jurisdiction of the principal practice of its professional employee. Each such corporation may have only one shareholder employee. b. The professional employee must be fully qualified to practice law and shall be an individual who has been a Partner in the Firm or would be eligible to be an individual Partner in the Firm. c. The Partnership will not recognize a proxy holder of the corporation other than the professional employee of the corporation or another Partner. d. Each professional employee shall undertake in writing to be personally liable to the Partnership and to all Partners for all Partnership obligations not discharged by the corporate Partner to the same extent as each noncorporate Partner is liable therefor. The corporation shall be liable for all costs associated with the creation and maintenance of the corporation, including its qualified plans, and such expenses shall not be an obligation of the other Partners. e. The corporation shall not adopt or effect an amendment to any retirement plan or employee benefit plan without approval of the Executive Committee. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? Equity partner: Receives income from the firm in proportion to his or her percentage interest in the firm. Invests capital in an amount proportional to his or her ownership share. Contract partner: Receives income in the form of a base salary plus bonus dependent upon personal statistical production. Holds a minimal share in the firm (.001%). Is a partner in all respects except as modified by written contracts approved by the partnership. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? Associates and Of-Counsel. Associates are generally junior attorneys and may be on or off the partnership track. Of-Counsel may be 1) more senior than associates, who are between the associate and partner classifications, 2) senior attorneys who have joined the firm laterally but do not meet the criteria as partners, 3) senior attorneys winding down their practices. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? How are the number of votes determined? The following matters are decided by the affirmative vote of a majority in interest of the Partners: election of the Executive Committee, approval of the Managing Partner, approval of shares, admission of new partners, dissolution of the Firm, removal of a Partner, Executive Committee Member, or Managing Partner, amendment of any provision of the partnership agreement dealing with voting rights, and merger with or acquisition of other firms. All other matters reserved to the Partnership shall be decided by the affirmative vote of a majority of the Partners. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? A Partner may fully or partially retire after attaining the age of 65 years. Each Partner must retire upon reaching age 70, but the Firm may invite any Partner to continue practicing law of counsel to the Firm after age 70 for an additional practice period not to exceed one year. Such invitation may be renewed in one-year increments in the sole discretion of the Executive Committee. The Executive Committee may establish guidelines and negotiate agreements with any Partner who may wish to partially retire after age 65. 6. How is partnership admission and removal approved? Admission: Partnership approval by a majority in interest, provided that a new Partner shall not be admitted to the Partnership over the voted objections of more than fifteen percent (15%) in interest of all Partners. Removal: A partner may be removed from the Partnership at any time and for any or no reason upon a vote by the majority in interest of the Partners at a Partnership meeting. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? Partners contribute capital in an amount equal to their percentage interest in ownership multiplied by the capital base of the firm. The capital is due as follows: 1/3 prior to June 30 of the partnership year (six months after becoming partner); 1/3 prior to June 30 the following year (18 months after partnership); the final 1/3 prior to the next January 31 (25 months after becoming partner). It is up to the individual partner to come up with the capital, with most doing so from personal savings or cash flow, bank loans, or loans from their retirement plan accounts. 8. How often is your partnership agreement reviewed? There is no official review schedule. It is reviewed as issues come up that might suggest modification.


FRASER MILNER CASGRAIN LLP - CANADA (Toronto)

1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? We permit, where provincial legislation is in place, our partners to participate by way of professional corporations. There are certain tax advantages for our partners in Alberta to use this structure. We do not impose restrictions beyond those contained in the legislation which authorizes professional corporations. The capital and other requirements are applicable as if the PC were the individual.

2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? We have only one category of partner. We do have counsel or consultants who operate on the basis of a consulting contract, but who do not attend meetings, have no vote and are not remunerated on the basis of the overall profitability of the firm. Approximately 50% of the lawyers at FMC are partners.

3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? See above in part. Our categories are articled student ( a law school graduate required to attend further bar admission courses, have a period of supervised employment and pass bar admission examinations set at prescribed times), associate, consultant, as described above, which would ordinarily be a lateral hire, and counsel, which would generally be a retired partner. Consultants usually are compensated at partner levels. Our partnership requires an annual consideration of the compensation of associates who have remained with the firm after the "usual" period for partner admission.

4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? All partners vote on firm-wide matters. Division tends to be on a geographic basis. For example, there are two Partnership Board representatives elected by the partners in Calgary only. The number of votes is first determined on a per capita basis (one vote per partner) and, for votes other than the election of Board representatives, a partner can demand that vote be counted on a basis weighted by partnership interest. The matters reserved for partner vote are:

-election of board representatives and local Managing Partners

-mergers or significant affiliations

-opening an office in a city where no office has been operating

-amending the partnership agreement

-dissolution

Some votes require a higher approval level.

5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? Yes. Our retirement age is 65. Exceptions are made but must be reviewed by the Partnership Board annually.

6. How is partnership admission and removal approved? Both of these are subject to Partnership Board approval. The basis of the approval is the preparation of a recommendation by the Local Managing Partners, although not all recommendations are accepted. For clarity, no partnership vote is required.

Partners may be expelled by the board, which must consult with the Local Managing partner and, in most cases, give the partner an opportunity to be heard

7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? The current level of investment is 50% of the previous year's income, although it can be reset by the Partnership Board. Capital contributions per se are not required. Each partner makes a loan to the limited partnership which physically operates the business of the firm and is paid interest at the prime rate plus ½%. FMC has made arrangements for our bankers to provide loans against the capital contribution.

8. How often is your partnership agreement reviewed? The Agreement mandates a review every five years . We have a review upcoming in 2004, which is slightly before the required date.


GOODSILL ANDERSON QUINN & STIFEL LLP - USA (Hawaii)


HALE AND DORR LLP - USA (Boston) 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? All partners are individual partners. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? Equity Senior Partner: Has equity interest in the partnership; shares in the profits (or losses) of the Firm in accordance with equity interest; is required to maintain firm capital in accordance with proprietary interes t; is a signatory to Partnership Agreement; has voting rights in accordance with Partnership Agreement; is eligible for election to Executive Committee, Compensation Committee or other Firm Management positions; has authority to bind partnership if duly authorized to do so by Equity Partners of the partnership. Contract Senior Partner: Has no equity interest in the partnership; does not share in the profits of the Firm; receives a fixed annual compensation with a bonus component; is not a signatory to the Partnership Agreement; is required to maintain capital of only $1,000; is indemnified by the partnership from and against all partnership liabilities, except to the extent (a) any such liability arises out of or is attributable to the negligence or misconduct of the Contract Partner, or (b) any act taken by the Contract Partner on behalf of the partnership is beyond the scope of his or her authority. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? Yes. (1) Junior Partners. Lawyers who are 5-9 years out of law school and are on partnership track. Although Hale and Dorr has a tradition of giving these lawyers the title of "junior partner," they are, in fact, treated as employees and are comparable to "senior associates" at other law firms. They receive fixed annual compensation with a bonus component. They do not contribute Firm capital. They are not signatories to the Partnership Agreement and are always counted as non-partner lawyers for survey purposes. (2) Counsel. Includes lawyers of varying seniority levels (most are out of law school 10+ years) who are not on partnership track. Some have transitioned to counsel status from junior partner status. There are a few counsel who joined the Firm laterally who are on partnership track. (3) Associates. Lawyers up to 6 years out of law school and on partnership track. (4) Attorneys. Lawyers not on partnership track. (5) Contract Attorneys. Lawyers not on partnership track, who have been hired for a defined period of time to handle routine legal matters. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? While there may be votes held at meetings at which Equity, Contract and Junior Partners are in attendance, only Equity Senior Partners have a right to vote on matters affecting the partnership. Matters on which a vote of Equity Senior Partners is required include the following: Admissions of Equity or Contract Senior Partners; removal of Equity Senior Partners; amendments to the Partnership Agreement; adoption of the annual budget; approval of annual aggregate Firm capital; adoption of annual profit interests of Equity Senior Partners and compensation of Contract Senior Partners; membership/chairmanship of Firm departments and committees; annual elections of Firm Management, Executive Committee member and chair, and Compensation Committee member. With the exception of the annual elections of Firm Management, Executive Committee and Compensation Committee, which are carried out by secret written ballot, all other voting matters take place at monthly or specially scheduled Partner Meetings and are oral or hand-counted votes. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? Mandatory retirement age is 70. No one is permitted to remain a Senior Partner after age 70. 6. How is partnership admission and removal approved? Admission to Contract or Equity Senior Partner requir es a vote of 80 percent of all Equity Senior Partners. Equity Senior Partner removal requires a vote by two-thirds of all Equity Senior Partners. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? Equity Senior Partners are required to invest firm capital in accordance with their proprietary interests and the Firm's aggregate Firm capital as set annually by vote of the Equity Senior Partners. New Equity Senior Partners have a five-year phase-in period, with 20% of their capital quota due in each successive year. After the five-year phase-in period, Equity Senior Partners are required to maintain 100% of their capital quota, which varies year to year depending upon an Equity Senior Partner's proprietary interest for each given year and aggregate Firm capital for each year. On a voluntary basis, Equity Senior Partners may maintain Firm capital up to 200% of their annual quota or $250,000, whichever amount is greater. Equity Senior Partners may borrow to fund their Firm capital requirements from a select group of banks with which the Firm has made arrangements for borrowing by Equity Senior Partners on relatively favorable terms. Contract Senior Partners are required to maintain $1,000 in Firm capital. They may contribute up to $250,000 on a voluntary basis. 8. How often is your partnership agreement reviewed? The Partnership Agreement is reviewed continuously. It is amended and restated as necessary.


HOET PELAEZ CASTILLO & DUQUE - Venezuela

1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? All of our partners are individuals.

2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners?

1. Equity partners who have ownership over the assets of the Firm and participation over the overall results of the Firm.

2. Non-equity partners who hav e participation on the cases they handle including work performed by attorneys working under their supervision

3. Junior partners who have participation on their own billable work.

3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? We have several categories of non-partner lawyers based on their professional experience and specialties. The hourly rate is in relation to the category.

4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined?

Equity partners have exclusive vote on the acquisition or sale of Firm assets; general budget of the Firm; admission of new partners and compensation of partners. Votes are considered based on share participation although matters are generally solved by consensus.

Non-equity partners have a vote in general meetings related to general policies of the Firm submitted to a General Meeting of Partners; they also have vote on matters that correspond to the Committees for the Firm management that they belong to: Human Resources, Promotion, Technology and Systems and Quality Control. Voting both in General Meetings and Committee Meetings is one vote per person.

Junior Partners have a vote in the Committees they belong and their vote counts the same as any other member of the Committee.

5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? Mandatory retirement is at the age of Sixty -five (65) years old. There are no exceptions, but the partner may continue to provide services to the Firm based on a consulting agreement. A retired partner providing continuing services to the Firm does not participate in any partners meetings unless specially invited and in such case he would have voice but no vote.

6. How is partnership admission and removal approved? Admission of new partners although initially decided at an equity partners meeting, the final decision is then submitted to the approval of a general meeting of partners (equity and non-equity partners). Removal of partners is decided and negotiated at equity partners meetings.

7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? There is no fixed level of investment required from a partner upon admission; this is negotiated on a case by case basis.

8. How often is your partnership agreement reviewed? Bylaws of the Firm are very seldom reviewed; the bylaws define the rights and duties of the partners. The partnership agreement is general signed upon admission to the Firm and is reviewed when there are changes to the category of the partner there is no specific time period defined for revisions, but normally take place ev ery two to three years.


HOGAN & HARTSON LLP - USA (Washington) 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? All of our partners are individuals. However, our Partnership Agreement provides that professional corporations duly incorporated and in good corporate standing, which are duly authorized to practice law, are eligible for election to Partner, subject to the following provisions.

(a) Such corporation may have only one natural person as sole shareholder of the corporation, and such person shall

likewise be authorized to practice law. The sole shareholder shall be identified at the time the corporation is elected to partnership, and the

charter documents (including the articles of incorporation and amendments thereto) of such corporation shall not permit any change or

substitution of the sole shareholder so long as such corporation is a Partner of the firm.

(b) The sole shareholder must be the sole director and chief executive officer of such corporation and have the authority to

act on its behalf without limitation, except as otherwise expressly provided by law.

(c) The sole shareholder must be the only person authorized to practice law on behalf of or under the name of such

corporation. At or prior to the time of election to Partner, the corporation must have entered into an employment agreement with its sole

shareholder, which provides for the full-time service of the sole shareholder in the practice of law.

(d) Except for words or terms such as "chartered," "professional corporation," or "P.C.," appearing as a suffix to the name

of such corporation, the name of the professional corporation must be the same as that of the sole shareholder.

(e) The charter documents and by-laws of such corporation shall be in such forms as shall have been approved by the

Executive Committee of the firm, with such variations or alternate provisions in such forms as the Executive Committee may from time to

time permit.

(f) Each professional corporation upon election to Partner is deemed to have agreed that all records of such corporation

shall be open and available to the firm as necessary to determine compliance by such corporation with the firm's requirements and policies

applicable to corporate Partners.

(g) Individual Partners may elect to incorporate, in which event the professional corporation, with the individual as sole

shareholder, will be substituted as a corporate Partner in the place and stead of the individual Partner.

(h) No further partnership vote or approval is required for substitution of a corporate Partner for an individual Partner,

provided that the Executive Committee has the authority to adopt policies and procedures relating to corporate partnership and substitution

of corporate Partners for individual Partners, and all such substitutions must be carried out in accordance with such policies and

procedures. The Executive Committee may among other matters require advance notice of intended professional incorporation and a

reasonable opportunity, before the corporation is admitted as a Partner, for the Executive Committee or its designees to examine the

corporate and other documents of such corporation for compliance with firm policies and procedures. Upon a determination by the

Executive Committee that such policies and procedures are satisfied, the corporation is admitted as a Partner in place of the individual.

(i) No more than 49.9% in partnership interest of the Partners may elect to incorporate in any twelve-month period.

2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? We have two categories of partners: General Partners (GPs) and Special Partners (SPs). SPs are "true" partners just like GPs -- they get K-1s for tax purposes, are held out to clients as partners, and have the same rights and obligations as GPs with a few exceptions as described below.

1. Compensation: Instead of shares of the partnership which are held by GPs, SPs have a fixed compensation, set annually (or more frequently if necessary) by the Executive Committee (Xcom) in its discretion. SPs are eligible for bonuses annually in the discretion of the Xcom -- bonuses are unlimited in amount. Some SPs make more than some GPs. The range of compensation is large but not nearly as large as with GPs, and the highest compensated SPs make less than the average GP.

2. Advancement: All associates who become partners advance to SP and must remain there at least 2 years (except in exceptional circumstances) before being considered for GP. Lateral partners may be admitted as either SPs or GPs, depending on what is appropriate in the judgment of the Xcom. SPs are eligible for advancement to GP upon recommendation of the Xcom and vote of GPs (same vote as admission to SP status).


3. Information; Meetings; Committees; Retreats: SPs are treated exactly the same as GPs. While most GPs know who the SPs are, they aren't treated differently within the firm (that is, we've done this so long that they're not treated or regarded as second class citizens).

4. Voting: SPs have a fixed number of votes (today 1/2 the number of shares of the lowest share GPs) on all partnership matters on which they are entitled to vote. They vote together with the GPs on all matters (e.g., Partnership Agreement amendments, election of the Xcom, etc.) except: admission of new partners (GP or SP) and approval of GP compensation arrangements--these are matters for the GPs only.

5. Capital: SPs also contribute capital to the firm. The amount is 10% of base compensation (which today is roughly 1/3 of the capital contribution of a comparably compensated GP but will be about 25% in 2 years s ince we're increasing GP capital significantly). Special Partner capital is paid in over 3 years (0 1st year; 5% of comp. 2nd year; 10% of comp. 3rd year and thereafter 10% as compensation changes) and can be financed through arrangements we have with our banks. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? Associates—lawyers who are typically 1-7 years or more out of law school Counsel—salaried lawyers who are typically 7 or more years out of law school, who have a title above associate, but who have not yet met the criteria to warrant election as a partner. They are eligible for advancement to partner and are eligible for bonuses. They also are invited to partner meetings and retreats and receive a significant amount of firm information. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? See above response to 2(4). 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? No, we had a mandatory retirement age of 70 until 2001, when we eliminated it. 6. How is partnership admission and removal approved? A quorum consisting of the presence in person or by proxy of General Partners who have an aggregate of at least two-thirds (2/3) of the total number of votes, and only when such action is approved by at least two-thirds (2/3) of the votes cast at such meeting with respect to such matter (even if less than two-thirds (2/3) of such quorum). In addition, no person may be admitted to membership without the additional affirmative per capita vote (each General Partner having one vote for this purpose) of a majority of the firm's General Partners who cast votes at the meeting. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? General partners are required to contribute a certain amount per share for each share they hold. The average capital contribution of General Partners is about $125,000 today and is increasing by about $20,000 per year. Special partner capital contributions are described above under 2(5). Capital contributions may be funded by the partner or may be financed by an approved financial institution. We have arrangements with several financial institutions for such financing today and the terms are quite favorable. We also fund capital increases out of distributions of earnings as and when deemed appropriate by our Executive Committee. 8. How often is your partnership agreement reviewed? We do not have a formal review process but it is reviewed as circumstances warrant . We regularly amend our partnership agreement as changes are needed.


KIM CHANG & LEE - KOREA 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? All Partners are individuals. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? There are two types of partners: equity and non-equity partners. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? There is only one category of non-partner lawyers (which is an associate class of lawyers). 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? A formal voting system is yet to be adopted at our firm. A general consensus of the partners (in particular, the equity partners) is required to approve important matters at the firm. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? There is no mandatory retirement age for partners at our firm. 6. How is partnership admission and removal approved? Partnership admission and removal is approved by general consensus of the meeting of partners (in particular, the equity partners). 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? At this time, there is no prescribed level of investment required. The equity partners make capital contributions but such capital contributions are made based on an informal agreement among themselves. 8. How often is your partnership agreement reviewed? The partnership agreement is reviewed on an annual basis.


KOCHHAR & CO. - INDIA (New Delhi) 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? All partners are individuals. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? Senior Partners - overall in-charge of the Firm and are responsible for work, management, recruitment, marketing and expansion, administration. Partners - Corporate Law Partners Litigation Partner Regulatory Affairs Partner IP Partner Resident Partners for offices in cities other than Delhi. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? Consultants Senior Counsel Of Counsel Senior Associates Associates/Junior Associates Para Legal 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? Various responsibilities pertaining to Firm management are entrusted upon different committees, each partner heads a committee. Committee reports are presented at all partners meetings and after taking views from all the partners present and arriving a consensus, senior partners take the decision.. For matters relating to expansion, marketing and other major policy decisions affecting the Firm as a whole, all India Partners meet is held (usually twice a year) and general consensus is arrived at on various issues. No formal voting takes place. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? No 6. How is partnership admission and removal approved? Consensus is arrived at a partners meeting for admission of partners. The move is generally initiated by the senior partners. The firm has a performance appraisal system and removal would be done with the consensus of the a partners at a meeting. There has been no case of removal in the Firm thus far. 7. What level of investment is a partner required to make in firm capital? How are capital contributions made and/or financed? No capital contributions have been made by new partners. Most of the lawyers have been taken in as partners from within the firm on the basis of their work performance and expected ability to bring in work. A few partners have been inducted on the basis of their assurance/agreement to bring in work or clients. Some partners were inducted to bring in specialisation in a new field in the firm. 8. How often is your partnership agreement reviewed? Annual performances are assessed. Agreements are reviewed at a yearly or two yearly interval, depending from partner to partner


KING & WOOD PRC LAWYERS - PRC (Beijing) 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? All of our partners are individuals. Our firm does not permit professional corporations to become partners. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? We have to categories of partners, ie. equity partner and salary partner. 3. Do you have more than one category of non-partner lawyers? If so, what are their char acteristics? We do not have more than one category of non-partner lawyers. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? Only Equity Partners vote on all of the same matters. Each partner has one vote. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? The retirement age for partners is 60 years old and may be extended to 65 years old. 6. How is partnership admission and removal approved? At least 2/3 partners approval are required for partnership admission and removal. 7. What level of investment is a partner required to make in firm capital? How are capital contributions made and/or financed? Partners are required to make capital contribution to the firm. The amount of the contribution is determined by management committee periodically. 8. How often is your partnership agreement reviewed? Depends on the cases, our partnership agreement may be reviewed once about four or five years.


LEE AND LI - Taiwan 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? Partners are all individuals. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? We have partners and senior partners. Partners may be equity partners or salary partners. Senior partners are equity partners. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? They are associates and further divided into associates and senior associates. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? All non-senior partners vote as a class on the same matters and each vote is equal. Senior partners vote as a class and each vote is equal. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? Yes, 60 with the exception of senior partners. 6. How is partnership admission and removal approved? Partners are admitted through recommendation by existing non-senior partners (majority vote) and by final decision of the senior partners with procedural mechanism ensuring considered decision. Removal follows the same procedures though there has been no such instance ever. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? As mentioned above, non-equity partners are basically salary partners and not required to make capital contribution. Firm capital is historically contributed by the senior partners. Non-senior equity partners are required only to make nominal cash contribution and contribution in the form of services provided. 8. How often is your partnership agreement reviewed? There is no regular review, just as needed from time to time. However, there have been few instances of amendments except for the admission of new partners.


LOVELLS - PRC (Hong Kong) 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? Individuals only. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? Equity Partner: Traditional partner, participating in profits (and losses) of the firm on a worldwide basis, pro rata according to points allocated. Points are allocated on a lock step system, 3 points per year of seniority, with a plateau after 12 years (so starting at 24 points and 60 points at the plateau). There is no distinction between jurisdictions, so all Equity Partners are partners in a UK partnership. Employed equity Partner - a piece of tax planning for Equity Partners resident in low tax jurisdictions, like Hong Kong! Remuneration is on the basis of salary equal to the partner's notional points under the lock step system. Employed equity Partners would be Equity Partners if relocated eg from Hong Kong to the UK. However, to avoid being treated as partners of the UK partnership (and so liability to UK tax), Employed equity Partners do not have a right to vote but have the same information rights and can participate in meetings etc and may hold the same offices (except Senior Partner and Managing Partner) as Equity Partners. Employed equity partners are not required to bear losses or contribute capital (again for tax planning reasons). Partner - usually the appointment on the initial promotion of partner. A Partner receives a fixed salary and may additionally receive a remuneration based on a notional points allocation. Although not a right, Partners in practice enjoy almost the same information as Equity Partners e.g. to see all the firm's financial information and right to nominate partners for appointment to management positions and also receive notice of and may vote on most business at partners' meetings. The exception is in respect of a short list of matters, such as the election of partners, election of the Senior Partner and Managing Partner and the opening or closing of an office, which are reserved for an ordinary or special resolution of Equity Partner. Partners are eligible to appointment to the International Operating Committee. Partners are not required to contribute capital or bear losses. Partners would expect to be considered for elevation to equity 1-3 years after appointment. It is exceptional that someone would be appointed/remain a Partner who was not on an equity track. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? No. (Other than designations based on lawyer's qualification in a particular jurisdiction e.g. a trade mark agent, patent attorney, Rechtsanwaite, Avocats etc.). However, on an ad hoc basis, some jurisdictions have been permitted to adopt a designate "consultant" in respect of senior lawyers (either before they have been elevated to partnership or after their retirement as a partner) in order to confer suitable status externally. In jurisdictions where this is adopted it is not part of the required career path to partnership. The issue of whether to adopt firm wide, a more coherent approach and structure for senior associates' career path is under discussion. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? Voting is equal, on the basis of the individual Equity Partners, not seniority or points. Equity Partners vote on all issues. Partners are expected to participate in and in practice allowed to vote on business issues such as appointments to committees, adoptions of reports and plans etc but do not have a vote on partnership issues such as election of Equity Partners, election of the Senior Partner and Managing Partner. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? There is a mandatory retirement at the year end following attaining of the age of 62, which applies but is varied in specific instances in several jurisdictions to take account of local circumstances eg in Germany where senior partners typically retire at 65 - 68. Exceptions are made with the approval by the Partnership Council. 6. How is partnership admission and removal approved? The nomination and consideration of new partners is annual, commencing September and culminating in a vote by Equity Partners in March (for appointment 1 May). Candidates are promoted by practice areas. The International Executive will give guidance on the number of partners that can realistically be considered in a year for the firm/practice area and other strategic considerations. The principal review body is the New Partner Committee which will examine evidence supporting nominations, interview candidates including holding an assessment day, balance candidates against others and the firm's needs and then make recommendations in a report to Partners whether candidates should be deferred or approved. The International Executive can allow candidates to go forward who are not approved by the New Partner Committee. Candidates who are not approved by either the International Executive or New Partner Committee can still be put forward by their sponsors to the vote of Partners provided they have been before the New Partner Committee. Voting is by Special Resolution at a Partners' meeting in March. Removal Unless other arrangements are agreed or special circumstances apply ( ill health , for example ) a partner (Equity or other ) may only retire on giving twelve 12 months notice. The firm may give 12 months notice to partners ( normally after an initial period of 2 years ) but not to Equity Partners or Employed Partners.. The partners may remove an Equity or Employed Partner only on the special majority vote of Equity Partners in which case no notice would apply. ( This has not happened yet! ) 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? Contribution of capital is tapered over 5 years from appointment to Equity and is relatively modest. 8. How often is your partnership agreement reviewed? No fixed period. It has been reviewed in connection with major mergers and also the recent (June 2002) change in constitutional arrangements, forming the International Executive etc.


LUCE FORWARD HAMILTON & SCRIPPS LLP - USA (San Diego) 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? All Partners are individuals. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? Yes, at least in name. Income Partners and Equity Partners. The former are senior associates (7+ years of practice) who have been screened for Equity Partnership status and have met all criteria except for individual "book of business." They remain employees of the firm, but are entitled to call themselves "partners" for marketing purposes. The attend Partnership meetings, participate in Partnership discussions, but do not vote. They become Equity Partners by vote of the Partnership when their individual "book of business" meets then current firm criteria. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? Yes. We have: (1) Associates (Not Partners, but on "Partner Track"); (2) Contract Lawyers (Not Partners and not on "Partner Track"); (3) Income Partners (Not Actually Partners); (4) Equity Partners (Partners); and (5) Retired (Of Counsel) Partners (Not Partners). 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? Only Equity Partners vote, and they vote on all matters. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? Yes. Age 68. All Partners cease to be a Partner at age 68 and can only continue to practice law for the Partnership under a non-Partner contract approved by the Executive Committee. 6. How is partnership admission and removal approved? Admission and removal by vote of 75% of the Partnership (Equity Partners only voting). 7. What level of investment is a partner required to make in firm capital? How are capital contributions made and/or financed? An investment equal to that Equity Partner's then pro rata share of income participation (i.e., an Equity Partner with an income share equal to one hundreth of the total income entitlement in the Firm would be required to maintain a capital account equal to one hundredth of the Firm's capital). Contributions are made by income withholding by the Firm of 5% per month for the first 36 months of Partnership and 10% per month thereafter until capital account equal to income share is reached. 8. How often is your partnership agreement reviewed? Five times since 1993.


MULLA & MULLA & CRAIGIE BLUNT & CAROE - India (Mumbai) 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? Individuals only as per bar council rules 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? No. All are equity/sharing partners. All are qualified solicitors. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? Yes. Advocates and solicitors. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? There is an elected committee of management of six partners since partnership is large. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? No. After retirement partners could become consultants. 6. How is partnership admission and removal approved? By consciences admission/removal has not happened in 105 years of the firm’s existence. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? In ratio of their profit share, self financed including firm’s 4th floor building in mumbai’s commercial district. 8. How often is your partnership agreement reviewed? Every 3 (three) years.


MUNIZ FORSYTH RAMIREZ PEREZ -TAIMAN & LUNA-VICTORIA - Peru 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? Only individuals 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? We have equity partners (called "principal partners") and professional partners (divided into two categories: "senior partners" and "partners"). Senior partners are eligible to become equity partners. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? Yes: senior assoc iates, junior associates and contracted attorneys. The difference is the length of services for the firm and in the case of lateral hires their experience in their respective field of practice. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? Each partner has one vote. There are certain isssues that are to be voted only by equity partners. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? 65 years old. 6. How is partnership admission and removal approved? By unanimous vote of the equity partners 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? New equity partners contribute a given amount per each percentage point of equity they acquire. This money is invested in the firm (it does not go to existing equity partners) 8. How often is your partnership agreement reviewed? As often as needed. In practice very seldom.


NAUTADUTILH - The Netherlands

The legal form of NautaDutilh changed last fall from a partnership into a corporate entity; a naamloze vennootschap or NV under Dutch law, named NautaDutilh NV. Consequently, all equity partners in the former partnership have become shareholders in the NV. The rules applicable to NautaDutilh are partly laid down in articles of association that are available for inspection by the public, and partly in internal documents that are not available to the public. 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? The articles of association of NautaDutilh NV in principle only allow corporate entities in the form of a besloten vennootschap met beperkte aansprakelijkheid or BV, or comparable foreign entities, to become shareholders. Such entities should have concluded a management agreement with NautaDutilh NV pursuant to which a lawyer, civil law notary or tax adviser renders professional services within NautaDutilh NV. Where reference is made to equity partners in this document, in fact their professional companies as just described are meant. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? We have two types of partners: equity partners and salary partners. Equity partners are entitled to profits only, while salary partners have a fixed salary and a limited profit sharing. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? Besides equity partners and salary partners, the lawyers can be trainees (stagiaires) or associates (medewerkers). The Dutch Bar Association requires that lawyers that begin to practise are, during a period of in principle three years, only entitled to practise under the supervision of an experienced lawyer. During this period the lawyers are trainees, afterwards they are considered to be associates. The partners decide if a trainee can stay with the company as an associate. The systems with respect to civil law notaries and tax advisers are somewhat different, be it that also here the partners decide after a three year period if the candidate civil law notary or the tax adviser respectively can stay with the company. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? Each equity partner has one vote in the shareholders' meeting of NautaDutilh NV via the one share it holds. All equity partners are in principle entitled to vote on all matters. Salary partners do not have shares and consequently do not have voting rights. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? The mandatory retirement age for equity partners is presently 60 years. A number of older equity partners have the right to stay longer. 6. How is partnership admission and removal approved? Admission of equity partners takes place by way of NautaDutilh NV concluding a management agreement (as referred to under 1) with, and issuing or transferring a share in the company to, the new equity partner. The foregoing acts need the approval of at least two-thirds of the votes cast in the shareholders' meeting of NautaDutilh, in which meeting at least 60 percent of the total number of votes is present or represented. The admission is prepared by a special committee within NautaDutilh that deals with the admission and removal of partners. Removal of underperforming equity partners can take place as follows. The managing board of NautaDutilh NV terminates the management agreement, for which it needs the approval of the special committee that deals with the admission and removal of partners. The equity partner concerned can appeal against the termination of the management agreement with the shareholders' meeting of NautaDutilh NV, which meeting can undo the termination with a normal majority. Termination of the management agreement leads to the effect that the partner concerned does not meet the criteria for being a shareholder in NautaDutilh NV anymore (see under 1), and that he should dispose of his shares in the company. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? The contributions of equity partners are equal to the nominal value of the share they hold (being EUR 50,000). Furthermore, equity partners are obliged to grant loans -via a foundation- to NautaDutilh NV. The loans can be financed through bank loans. 8. How often is your partnership agreement reviewed? The articles of association and the internal documents that govern NautaDutilh NV have just been established last fall. They are reviewed whenever changes have to be made in them as a result of new resolutions having been taken by the general meeting of shareholders.


RICHARDS BUELL SUTTON - CANADA (Vancouver) 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? All partners are individuals. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? One category of partner 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? No. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? All partners vote on all matters. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? No. 6. How is partnership admission and removal approved? By 75% majority of the partners. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? $100,000 capital is paid into the firm upon admission as a partner. Partners are expected to either contribute their own capital or seek external financing. 8. How often is your partnership agreement reviewed? As required. There is no regular review of the agreement.


RODYK & DAVIDSON - Singapore 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? All partners are individuals. We are currently not allowed to permit corps as partners. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? The firm is managed and owned by equity partners. We also have salaried partners who are paid employees and do not share in the profits or bear liability for the losses. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? We have junior associates (1-3 years), associates (3-5 years) and senior associates (above 5 years). We also have legal executives (who are not called to the Singapore bar but who have legal qualifications). 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? Equity partners vote on same matters. One partner one vote. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? Current retirement age is 60. No exceptions. 6. How is partnership admission and removal approved? Admission is discussed by executive committee, proposed to partnership and special vote required. Removal requires special vote unless partner becomes disqualified from practising. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? None...no need capital contributions and no capital pay out when partner leaves or retires. 8. How often is your partnership agreement reviewed? We just had a merger and so partnership agreement is new.


SANTAMARINA Y STETA - Mexico 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? We are only individual partners. We do not allow professional corporations to become partners. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? We have only one category of partners. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? No. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? Yes, all partners vote on all matters. Our by -laws gives to each partner a weighted vote depending on seniority and on economical participation. However, the real rule is that we operate by consensus, and as a consequence, one partner is one vote. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? Yes, our mandatory retirement age is 65 years old. No exception has ever been allowed. If the Firm so decides, could invite a retiring partner to continue rendering services to the Firm, as counselor or as advisor, but the retiring partner could no longer continue being partner. That means, he neither vote nor participate on the profits or on the financial liabilities of the Firm. 6. How is partnership admission and removal approved? By resolution of the General Partners meeting. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? No contributions are required to be made to the Firm capital, when we admit a partner. However, throughout the years, each partner, out of his profits, has to contribute to the Firm reserves. The amount varies depending the conditions and is set by resolution of the General Partners meeting. The system will be amended in the near future, by the fact that it is no longer tax wise to form our reserves through the actual system. The reserves will be formed by the Firm directly. 8. How often is your partnership agreement reviewed? Not quite often. We review our partnership agreement only on needed basis. Our by-laws were recently amended, first time, since 1976. Other agreements we have were also recently amended. Again it was the first amendment since 1994.


SIMPSON GRIERSON - New Zealand 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? We only have individuals - the law in NZ does not allow anything but 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? Lock step which is the underlying premise of our partnership, but exceptions to the general rule exist Fixed Income must achieve agreed performance targets Salaried generally people on target for partnership, if performance targets are achieved the reward follows 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? Solicitors recently qualified Associates a minimum of 3 years experience post admission Senior Associates a minimum of 5 years post admission experience and by invitation Consultants who are generally retired partners 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? All partners vote on new partners and the election of the Chairman The chairman appoints the Board who also head a department The board determines matters of firm strategy and business structure but is expected to consult widely with the partners 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? Under NZ law mandatory retirement age is illegal. The board discusses retirement with individual partners as part of its annual review process. 6. How is partnership admission and removal approved? Admission is on the basis of a Board recommendation and a vote in favour by 90% of all of the partners. Removal is a matter for the Board . 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? Entry level partners are required to pay in 40% of the level of capital of a parity partner and to increase this by 10% each year as they move up the lock step. 8. How often is your partnership agreement reviewed? This is done on an as needed basis but in general terms would be considered annually (even if no changes are made or even suggested).


SKRINE - Malaysia 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? Partners are all individuals. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? There are 2 categories: equity and non-equity partners. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? There are 2 categories: senior associates and associates. Senior associates are the lawyers who have at least 4 years of practice with the firm and whom we think has the qualities befitting the position. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? All equity partners have a right to vote except for a few reserved matters. In most matters, simple majority affirmative votes will prev ail. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? 65 6. How is partnership admission and removal approved? Requisite majority 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? Firm capital is small. Partners' participation is by way of purchase of shares. Investment is in shares of partnership as such. Payment to selling partners by purchasing partner is from profits received by purchasing partner. 8. How often is your partnership agreement reviewed? As and when the need arises.


SYCIP SALAZAR HERNANDEZ & GATMAITAN - Philippines 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? Only individuals. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? We have equity partners (who are full partners) and limited partners (who do no have voting rights and receive salaries - they do not participate in the profits and losses of the firm). Both require 2/3 for admission. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? Special Counsel - generally lawyers with more than ten years of tenure, who have special skills or otherwise deemed valuable to the firm, but who the firm has decided not to nominate or vote in as partners. Also, former partners or senior specialists (who are not partners) in a particular area of law. Of Counsel - Retired partners or respected senior members of the bar who provide advice and guidance to the firm or perform very limited legal work for the firm. Senior Associate - generally lawyers with more than five years tenure in the firm; candidates for partnership. Associates - all other lawyers. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? Each equity partner has one vote on all matters. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? 65 . No exceptions to date. 6. How is partnership admission and removal approved? 2/3 vote for admission and removal. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? No requirement. Equity is however built up on a mandatory basis through deductions from the income share of the new partner. 8. How often is your partnership agreement reviewed? The partnership articles were substantially revised within the last five years to provide for an elective executive committee.


TILLEKE & GIBBINS INTERNATIONAL LTD - Thailand 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? Individuals only 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? Yes – All are non-equity. Categories 1) Regular – share in profits 2) Special – salaried NB Tilleke & GIbbins International Ltd is a limited liability company with all shares controlled by 2 families. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? No – all are Associates. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? All Regular Partners have 1 vote each. Special Partners are non-voting. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? Yes – Age 60, extendable to age 65. 6. How is partnership admission and removal approved? By a Management Committee consisting of all Regular Partners plus non-lawyers Directors of Finance and HR & Admin, subject to approval by the Board of Directors of Tilleke & Gibbins International Ltd., a limited liability company. 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? None 8. How often is your partnership agreement reviewed? New in 2002


TOZZINI FREIRE TEIXEIREA E SILVA - Brazil 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? The rules of the Brazilian Bar Association and, consequently, our rules follow those same guidelines, only allow individuals to become partners of law firms. Therefore, eligibility is limited to individuals. 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? Our Firm has only one category of partners, all of them qualifying as full partners. 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? We have actually three (3) categories of non-partner lawyers, i.e. junior, full and senior associates, as detailed in our career plan. The fulfilment of positions in each category depends on the compliance by the candidates with the requirements imposed by the career plan, including the candidate’s seniority (years of graduation). The firm also has a category called “Consultants” which is consistent of professionals with outstanding knowledge and professional recognition. 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? How are the number of votes determined? All partners have voting rights proportional to the number of Points held by each of them in each calendar year, and all of them vote in all matters submitted to the Partners’ Meetings. 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? The voluntary retirement may occur at the end of the calendar year in whic h the partner reaches the age of 60. The mandatory retirement occurs at the beginning of the calendar year in which the partner reaches the age of 65. During the period ranging from 60 to 65, the revenues of the partner decrease annually and at agreed upon percentages provided by the Agreement, and such reduction is calculated on the basis of the number of Points held by the partner in the first year of the retirement. The rules allow any retired partner to continue working for the Firm for a maximum subsequent period of five (5) years, under such terms ad conditions to be negotiated with the Executive Committee, such as duration, compensation and duties. 6. How is partnership admission and removal approved? Admission is approved by the Executive Committee only, but removal is, in turn, a two-step process – approval by the Executive Committee and submitted to the perusal of the Partners’ Meeting for ratification, in which case a quorum of two thirds of the Points then outstanding is required for passing a valid decision. 7. What level of investment is a partner required to make in firm capital? How are capital contributions made and/or financed? Partnership does not charge any amounts for admission of partners, nor are partners required to make any capital contributions. Since the Firm works basically with Points attributed to partners at the beginning of each year, a certain number of the Points then created is reserved for attribution to new partners that join the partnership during such same year, either those appointed from amongst senior associates or those laterally hired. 8. How often is your partnership agreement reviewed? It may be reviewed at any time, provided , however, that any changes, amendments and modifications are favorably voted by partners holding at least two thirds of the Points then outstanding. For purposes of a better understanding, the number of Points outstanding in each calendar year is established in accordance with the following rules: (a) prior to the beginning of each calendar year, each department and focused group has to prepare a budget for the forthcoming year, including expected revenues and expenses; (b) all budgets are then reviewed by the Executive Committee and, to the extent necessary, revised or adjusted on the basis of macroeconomic features prior to final consolidation of the Firm’s budget which will indicate the expected year-end profits; (c) the amount in local currency of the expected profits is then divided by the monetary unit (one Real), thus the total number of Points outstanding being determined; (d) upon attributing the Points to all partners, a portion is reserved for new partners that may join the partnership during that given year (admission of senior associates as partners or as result of lateral hire), and the balance among the existing partners, as follows: (i) 80 pct. of the balance among all partners in proportion to the number of Points held by them in the immediately preceding year; and (ii) the remaining 20 pct. shall be attributed to those partners who, in light of the meritocracy system and at the discretion of the Executive Committee, have matched or exceeded the criteria for evaluation of partners’ performance.


WERKSMANS - South Africa 1. Are all of your partners individuals or do you permit professional corporations to become partners? If so, what limitations or requirements do you impose on corporate partners? Only individuals may be partners 2. Do you have more than one category of partner? If so, what are the characteristics of the various types of partners? 1. Equity 2. Salaried 3. Do you have more than one category of non-partner lawyers? If so, what are their characteristics? 1) Candidate Attorneys (Compulsory 2 year training prior to qualifying) 2) Professional Assistant (PA) who is an admitted Attorney 3) Associate (Senior PA) usually 1 step before partnership 4. Do all partners vote on all of the same matters? If not, what votes are cast at each level? : How are the number of votes determined? 1) one man one vote 2) certain "more important" issues (eg. vote for senior partner) are done based on % ownership of the practice 5. Do you have a mandatory retirement age for partners? What is the age and are there exceptions made? Age 70 (can remain longer with consent of all partners) 6. How is partnership admission and removal approved? Usually by consensus (but possibly in some cases by large majority) 7. What level of investment is a partner required to make in firm capital? : How are capital contributions made and/or financed? The firm has a predetermined fixed capital base, and incoming EQUITY partners are required to pay their pro-rata ownership % of this Fixed amount (full amount on entry). Most partners borrow the amount from our bank (but we pay interest, so it is cost and tax neutral to the partner) 8. How often is your partnership agreement reviewed? Seldom

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