Smith Moore Leatherwood LLP

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1 300 N. Greene Street Suite 1400 Greensboro, NC Phone: (336) Fax: (336) LOCATIONS Atlanta, Georgia; Charleston and Greenville, South Carolina; Charlotte, Greensboro, Raleigh and Wilmington, North Carolina DIVERSITY LEADERSHIP Head(s) of Firm: Julie Theall Earp, Managing Partner (Chair of the Management Committee) Diversity team leader(s): Kim Gatling, Partner and Chair of Diveristy Committee NUMBER OF ATTORNEYS TOTAL NUMBER OF ATTORNEYS Currently As of December 31, 2014 Firmwide U.S. offices only

2 Law Firm Demographic Profile Does your firm have more than one tier of partnership? Yes ASSOCIATES (2014) SUMMER ASSOCIATES (2014) White/Caucasian African-American/Black 1 2 Total White/Caucasian 7 2 African-American/Black 0 1 Total 7 3 EQUITY PARTNERS (2014) NON-EQUITY PARTNERS (2014) White/Caucasian African-American/Black 0 1 Total White/Caucasian 15 6 Total 15 6 OF COUNSEL (2014) NEW HIRES (2014) White/Caucasian 20 5 Total 20 5 White/Caucasian 5 4 African-American/Black 1 1 Total 6 5

3 Strategic Plan and Diversity Leadership How does the firm's leadership communicate the importance of diversity to everyone at the firm? The firm uses all forms of communication to convey the importance of diversity within the firm. Information on the diversity policies and initiatives are available on our website and are actively discussed as part of recruiting and mentoring. The firm is also communicating the importance of diversity by discussing diversity during the employee orientation and evaluation processes, as well as by providing diversity training to the attorneys and staff in all of the offices. Who has primary responsibility for leading diversity initiatives at your firm? Kim Gatling, Partner and Chair of the Diversity Committee Does your law firm currently have a diversity committee? Yes If yes, does the committee's representation include one or more members of the firm's management/executive committee (or equivalent)? Yes If yes, how many attorneys are on the committee, and in 2014, what was the total number of hours collectively spent by the committee in the furtherance of the firm's diversity initiatives? Total attorneys on committee: 5 Total hours spent on diversity: 40 Comments: Hours spent on diversity are not tracked specifically but are approximated to be 40+. Does the committee and/or diversity leader establish and set goals or objectives consistent with management's priorities? Yes Has the firm undertaken a formal or informal diversity program or set of initiatives aimed at increasing the diversity of the firm? Yes If yes, is it formal or informal? Both formal and informal How often does the firm's management review the firm's diversity progress/results? The Diversity Committee provides periodic updates to the Management Committee at least annually and more frequently with individual members of the Management Committee. How is the firm's diversity committee and/or firm management held accountable for achieving results? Regular assessment of recruiting, retention and other achievements. Is your firm minority-owned or women-owned? No

4 Law Firm Diversity Initiatives INITIATIVES FOR ALL DIVERSE ATTORNEYS Already Completed Currently Addressing Not a Current Priority Undertake communication from firm management that diversity is a top priority of the firm Formalize diversity plan and committee with action steps and accountability to management Conduct firmwide diversity training for all attorneys and staff Focus on strengthening firm's mentoring program Conduct internal diversity needs assessment (e.g., culture and environment surveys) and/or retain diversity consultant to examine how firm culture might be more welcoming of minorities Support law firm's internal affinity networks Hire a director of diversity or other full-time professional to implement the firm's diversity program Coordinate or work with clients on diversity issues Develop/expand relationships with minority bar associations and other legal diversity organizations to offer firm's support of these networks

5 Law Firm Diversity Initiatives INITIATIVES SPECIFICALLY FOR MINORITY ATTORNEYS Already Completed Currently Addressing Not a Current Priority Increase the number of minority attorneys at the associate level Increase the number of minority attorneys at the partnership level Increase the number of minority attorneys in leadership positions Focus on strengthening firm's mentoring program for minority attorneys Manage/monitor allocation of work assignments and/or hours billed to ensure minority attorneys have equal access/inclusion on top client matters INITIATIVES SPECIFICALLY FOR WOMEN ATTORNEYS Already Completed Currently Addressing Not a Current Priority Institute a formal part-time policy that addresses partnership prospects Increase the number of women at the associate level Increase the number of women at the partnership level Increase the number of women in leadership positions Focus on strengthening firm's mentoring program for women Manage/monitor allocation of work assignments and/or hours billed to ensure women have equal access/ inclusion to top client matters

6 Law Firm Diversity Initiatives INITIATIVES SPECIFICALLY FOR OPENLY GLBT ATTORNEYS Already Completed Currently Addressing Not a Current Priority Offer same-sex domestic partners the same benefits available to married individuals Increase the number of GLBT attorneys at the associate level Increase the number of GLBT attorneys at the partnership level Increase the number of GLBT attorneys in leadership positions Ensure that EEO and non-discrimination policies specifically address gender identity Other (please specify): disabilities. We encourage and promote inclusiveness in all these categories.

7 Law Firm Diversity Initiatives INITIATIVES SPECIFICALLY FOR ATTORNEYS WITH DISABILITIES Already Completed Currently Addressing Not a Current Priority Increase the number of attorneys with disabilities at the associate level Increase the number of attorneys with disabilities at the partnership level Increase the number of attorneys with disabilities in leadership positions Ensure that EEO and non-discrimination policies specifically address individuals with disabilities Other (please specify): disabilities. We encourage and promote inclusiveness in all these categories.

8 Pipeline Initiatives Does your firm actively engage in initiatives to feed the diversity pipeline by encouraging minority students to consider law as a career and/or assisting them in pursuing such opportunities? Participate in established pipeline programs, such as SEO, Legal Outreach, Prep for Prep or Street Law Fund scholarships for minority high school or college students tor high school or college students Participate in or host mock trial programs or career events Provide internships or employment to minority high school or college students Outreach to middle school students Please discuss any additional efforts to reach out to diverse undergraduates, high school, middle school or grade school students. Many Smith Moore Leatherwood attorneys are very involved in the education system at all levels. Many have served in volunteer roles on school boards, parent teacher organizations, are on committees, and work with other organizations whose primary goal is the advancement of education and career opportunities for youth. We encourage our attorneys to promote the practice of law as a career to all students. Many of our female or African American attorneys have been speakers at Career Day events in local high schools and middle schools. SML attorneys participate in state and local bar association programs designed to educate and encourage diverse grade school, middle school and high school students.

9 Recruitment - New Associates Does your firm annually recruit at any of the following types of institutions? Ivy League schools: No Other private schools: Wake Forest, Duke University, Howard University, Washington and Lee, College of Charleston, Vanderbilt University Public state schools: University of North Carolina, University of Virginia, University of Georgia, University of South Carolina, North Carolina Central, Georgia State Historically Black Colleges and Universities (HBCUs): Howard University Diversity job fairs: Yes Do you have any special outreach efforts directed to encourage minority law students to consider your firm? Hold a reception for minority students Advertise in minority law student association publications Participate in or host minority law student job fairs Sponsor minority law student association events Firm lawyers participate on career panels at schools Outreach to leadership of minority student organizations Scholarships or intern/fellowships for minority students Other (please specify) Do you have any programs specifically targeted at first-year students? Smith Moore Leatherwood traditionally gives a scholarship each year to an outstanding minority student to reward their hard work and enhance the likelihood that minority law school graduates will practice law in the Southeast. Each scholarship recipient also works at our firm as a summer associate. Since 1998, the program has provided more than $250,000 in school assistance to minority students from law schools including Duke, Harvard, Howard, North Carolina University, North Carolina Central University, Stanford, Texas, UVA, and Wake Forest. Smith Moore Leatherwood has also participated in the North Carolina Bar Association's Minorities in the Profession Summer Associate Program through which a first year student was hired for a summer associate position.

10 Recruitment - New Associates ALL 2L SUMMER ASSOCIATES (2014) OFFERS MADE* (2014) White/Caucasian 6 2 Total 6 2 * Summer associates who received an offer of full-time employment White/Caucasian 2 1 Total 2 1 OFFERS ACCEPTED* (2014) NEITHER ACCEPTED NOR DECLINED (2014) * Summer associates who accepted an offer of full-time employment * Summer associates who neither accepted nor declined an offer of full-time employment because of postgraduate clerkship/fellowship White/Caucasian 1 1 Total 1 1 White/Caucasian 0 0 Total 0 0

11 Recruitment - Lateral Associates and Partners Smith Moore Leatherwood LLP LATERAL ASSOCIATE HIRES (2014) LATERAL OF COUNSEL HIRES (2014) White/Caucasian 2 4 African-American/Black 1 1 Total 3 5 White/Caucasian 2 0 Total 2 0 LATERAL PARTNER HIRES* (2014) NEW PARTNERS PROMOTED* (2014) * Both equity and non-equity * Both equity and non-equity promoted from associate or of counsel rank White/Caucasian 1 0 Total 1 0 White/Caucasian 2 3 Total 2 3 NEW EQUITY PARTNERS* (2014) * Whether hired laterally or promoted from within White/Caucasian 1 0 Total 1 0

12 Recruitment - Lateral Associates and Partners Smith Moore Leatherwood LLP What activities does the firm undertake to attract diverse attorneys? Partner programs with women, minority, gay/lesbian or disability-focused bar associations Participate at diversity job fairs Attend events at diversity legal organizations Seek referrals from other attorneys Utilize online job services (e.g., MCCA Job Bank) Hire recruiting professional who specializes in identifying diverse candidates Other (please specify) Do you use executive recruiting/search firms to seek to identify new diversity hires (partners or associates)? No If yes, are any of these executive recruiting/search firms women and/or minority-owned? Not applicable If yes, list all women and/or minority-owned executive search/recruiting firms to which the firm paid a fee for placement services in the past 12 months: N/A

13 Retention and Professional Development A T T O R N E Y S W H O L E F T T H E F I R M I N ST-YEAR ASSOCIATES White/Caucasian 0 0 Total 0 0 2ND-YEAR ASSOCIATES White/Caucasian 0 0 Total 0 0 3RD-YEAR ASSOCIATES White/Caucasian 0 0 Total 0 0 4TH-YEAR ASSOCIATES White/Caucasian 0 1 Total 0 1 5TH-YEAR ASSOCIATES White/Caucasian 0 0 Total 0 0 6TH-YEAR ASSOCIATES White/Caucasian 0 1 Total 0 1

14 Retention and Professional Development A T T O R N E Y S W H O L E F T T H E F I R M I N TH-YEAR ASSOCIATES White/Caucasian 0 0 African-American/Black 0 1 Total 0 1 8TH-YEAR PLUS ASSOCIATES White/Caucasian 1 0 Total 1 0 OF COUNSEL White/Caucasian 2 5 African-American/Black 1 0 Total 3 5 NON-EQUITY PARTNERS White/Caucasian 3 0 Total 3 0 EQUITY PARTNERS White/Caucasian 2 1 Total 2 1

15 Retention and Professional Development Please identify the specific steps you are taking to reduce the attrition rate of diverse attorneys. Develop and/or support internal employee affinity groups (e.g., networks within the firm for minorities, women, gay/lesbian attorneys, or individuals with disabilities) Increase/review compensation relative to competition Increase/improve current work/life programs Adopt dispute resolution process Succession plan includes emphasis on diversity and greater inclusion of non-white men and women in firm leadership Work with diverse attorneys to develop career advancement plans Introduce diverse attorneys to key clients, including to lead engagements Review work assignments and hours billed to key client matters to make sure diverse attorneys, particularly non-white attorneys (i.e., minority attorneys, for whom research indicates a greater inclusion problem), are not being excluded: Strengthen mentoring program for all attorneys Professional skills development program for all attorneys Provide a gender-neutral parental leave policy that covers adoptions Other (please specify) Does your firm have part-time/flex-time policies that permit attorneys (male or female) to work alternative schedules? Yes Comments: Informal, case by case What impact, if any, will the decision to work part time have on an attorney's ability to make a partner, or if already a partner, to remain a partner at your firm? Would not have an impact. How many current equity partners have worked part time, exclusive of maternity/paternity leave or short-term disability? There are two equity partners that we know worked part time and there may be others. However this data has not been formally tracked.

16 Retention and Professional Development PART-TIME ATTORNEYS PART-TIME ATTORNEYS TOTAL NUMBER OF ATTORNEYS (2014) Total (full and part-time) Associates Of counsel Non-equity partner Equity partner

17 Management Demographic Profile F I R M W I D E C O M M I T T E E S EECUTIVE/MANAGEMENT COMMITTEE* HIRING COMMITTEE* * Attorneys on the Executive/Management Committee or equivalent * Attorneys on Hiring Committee or equivalent White/Caucasian 5 2 Total 5 2 White/Caucasian 4 3 Total 4 3 PARTNER REVIEW COMMITTEE* ASSOCIATE REVIEW COMMITTEE* * Attorneys on the Partner Review Committee or equivalent * Attorneys on the Associate Review Committee or equivalent White/Caucasian 7 3 Total 7 3 White/Caucasian 6 3 Total 6 3 ATTORNEYS ON THE DIVERSITY COMMITTEE OR EQUIVALENT White/Caucasian 2 2 African-American/Black 0 1 Total 2 3

18 Management Demographic Profile O T H E R L E A D E R S H I P R O L E S Leadership positions (2014) U.S. office heads Practice group/ department leaders Committee leaders Total number of positions Number of such positions held by: Minorities GLBT attorneys Please provide information regarding all diverse attorneys who currently head offices, practice groups and committees. Enter responses in the following format: Attorney, Office location/practice group/committee (No. of attorneys in office/practice group/committee). U.S. OFFICE HEADS How many offices does your firm have in the United States? 7 Minorities heading offices: None. heading offices: Terri Harris, Greensboro (54 attorneys) GLBT attorneys heading offices: disabilities. We encourage and promote inclusiveness in all these categories. Individuals with disabilities heading offices: disabilities. We encourage and promote inclusiveness in all these categories. PRACTICE GROUP/DEPARTMENT LEADERS Minorities heading practices: Kim Gatling, Technology Industry Leader (11 attorneys) heading practices: Kim Gatling, Technology Industry Leader (11 attorneys); Maureen Demarest Murray, Health Care Leader (25 attorneys); Patti West Ramseur, Labor and Employment Leader (15 attorneys GLBT attorneys heading practices: disabilities. We encourage and promote inclusiveness in all these categories. Individuals with disabilities heading practices: disabilities. We encourage and promote inclusiveness in all these categories. COMMITTEE LEADERS Minorities heading committees: Kim Gatling, Chair of Diversity Committee (5 attorneys) heading committees: Julie Theall Earp, Chair of Management Committee (7 attorneys); Susan Fradenburg, Chair of Associates Committee (9 attorneys); Susan Fradenburg, Chair of Wellness Committee (7 attorneys); Kim Gatling, Chair of Diversity Committee (5 attorneys); Trish Markus, Chair of Compensation Comiittee (5 attorneys); Tami McKnew, Chair of Pro Bono Committee (1 attorney); GLBT attorneys heading committees: disabilities. We encourage and promote inclusiveness in all these categories. Individuals with disabilities heading committees: disabilities. We encourage and promote inclusiveness in all these categories.

19 The Firm Says Smith Moore Leatherwood's specific diversity initiatives are implemented by our seven-member Diversity Committee. We do not formally track statistics on GLBT attorneys or attorneys with disabilities due to the personal and sensitive nature of that information. However, firm management, beyond the Diversity Committee, regularly assesses our recruiting, retention and other diversity-related achievements as part of our management initiatives. Mission Statement/Goals To recruit and retain lawyers and staff so that our work force is as diverse as the world in which we live. To promote an inclusive environment where attorneys and staff have equal opportunities to learn, grow, develop and succeed on a long-term basis. To encourage our attorneys and staff to engage in community, civic and professional activities that focus on addressing and remedying disparities resulting from racial, cultural or social differences. To provide opportunities for professional growth and development for all attorneys and staff, consistent with individual talents, interests and needs. To increase awareness of and sensitivity to the differences among attorneys and staff within the firm, strengthening the firm's core values. According to the 2013 Annual Survey Results of a Wells Fargo study of 8 benchmark firms in the Carolinas, Smith Moore Leatherwood has more than double the number of diverse equity partners compared to other firms surveyed based on gender, and has fairly comparable diversity to the firms based on race. Also: 46% of our associate attorneys are women; 4 are minorities 19% of our counsel attorneys are women 25% of our partners are women; 1 is a minority 2 of our 34 paralegals are male; 4 paralegals are minorities We have found that very talented, diverse attorneys tend to have many offers from other firms, often in other areas of the country, making recruiting and retention increasingly difficult and competitive. The firm has a scholarship program in place geared to minority law students in the Southeast, and has provided more than $250,000 to first-year law students. Our firm has also participated in minority job fairs sponsored by the state bar associations. Our Diversity Committee is a longstanding committee that has offered many innovative suggestions. This committee is chaired by Kim Gatling, a diverse attorney in our IP Group who has participated in several Diversity Roundtables held by clients and colleges. The Committee has included, among others, the chair of the Recruiting Committee, to ensure our recruiting practices are best implemented to attract a diverse and talented pool of lawyers, and the firm's Executive Director, who provides staff support and works with the Management Committee and Office Administrators to address diversity issues related to staff. Committee members are carefully selected to ensure coordination of and consistency within firm initiatives. Our efforts to build a culture of inclusiveness and appreciation for diverse backgrounds and needs include: The Smith Moore Leatherwood Scholarship, mentioned above. Our participation in minority job fairs, mentioned above. Our sponsorship of the United Way of Greater Greensboro's African American Leadership Initiative activities, including the Community Breakfast and Speaker Series, both of which address diversity in the Greensboro Community. SML's mentoring and networking program for women is now in its sixth year. PINK (Promoting Inspiration, Networking and Knowledge) seeks to formalize and improve the women-mentoring that we have done well (informally) for decades, through meetings and communication about upcoming seminars, opportunities and articles. PINK's programs include a variety of relevant topics, such as "It's Time to Get on... Boards and Commissions!" and "Leading : Effective Leadership and Communication Strategies for in the Boardroom, the Courtroom, and the Conference Room." Last year, our firm elected its first female Managing Partner. At present, two of the six attorneys on our Management Committee are women. Our predecessor firms include one of the first major law firms in NC to have women partners and one of the first large SC firms to have a woman serve as Managing Partner. We have a nominating process in place that encourages representation of varied interests in the management of the firm. The Nominating Committee, which nominates partners to the Management and Compensation Committees, has members from each of the firm's seven offices and consistently has multiple female members. Almost half of the members of the group that determines partnership are women. Two of the five members of the Compensation Committee are female partners. Additionally, women have served and currently serve as Practice Area Leaders. The number of women in leadership roles is a testament to the value that the firm places on their skills and input in the direction of the firm. Our attorneys are heavily involved in the selection of candidates and development of programming for the ABA Tort and Insurance Practice (TIPS) Leadership Academy, which has the express mission to increase the diversity of leaders in the legal profession. We have had multiple graduates from this program. SML attorneys also participate in the NC Bar Association Diversity Task Force and our attorneys assisted in establishing and choosing participants in the NC Bar Leadership Academy, a program designed to increase diversity among Bar leadership. The Association's Young Lawyer Initiatives Task Force recently established a Leadership Academy. We also encourage our attorneys to take leadership roles outside the firm. Our attorneys are active in the leadership of the Bar organizations in the states in which we practice, and in community and civic organizations. A number of these activities demonstrate our commitment to diversity not only in our law firm but also in our profession and in our communities. The firm has also continued to encourage our female attorneys in their involvement with several organizations including the Greensboro 's Professional Forum and CREW (Commercial Real Estate ). CREW has chapters in several cities where the firm has real estate attorneys, and SML attorneys were among the founding members of the chapters in Wilmington, NC and Greenville, SC. The firm financially sponsors local chapters and encourages our female attorneys to take active roles in its leadership.

20 We encourage our attorneys to participate in leadership development and diversity training offered through the Greensboro Chamber of Commerce including Leadership Greensboro, Other Voices, and Experience Greensboro. Our firm has sponsored the HR Group's annual Diversity Conference and continues to provide monthly volunteers to the 's Resource Center's legal hotline. Diversity training continues to be a firm priority. We continue to highlight diversity at firm retreats, through our associate mentoring program and through other firm initiatives. The firm is also providing updated diversity training to all attorneys and staff. The firm has sponsored networking events to encourage female small business owners through its in Law for in Business (WIL/WIB) initiative. SML recognizes that having a balanced life enables individuals to excel personally and professionally. Our Diversity Committee led an internal study of reduced hour and flexible work schedule issues, which included a firm-wide survey and affinity discussion groups aimed at identifying and addressing concerns and opportunities. A revised alternative work schedule policy was adopted by the firm's Management Committee that focuses on an individual analysis of each proposed alternative schedule. The firm provides domestic partner benefits, consistent with its objective to further an inclusive set of values that unites lawyers and staff across all it offices. Our attorneys are regularly engaged in efforts to promote diversity through religious, civic and charitable organizations. The firm and its lawyers support, with contributions of time, legal work, and money, both state and local organizations that provide aid, legal services and social services in our communities. We continually seek to reinvent ourselves with new and diverse talent who bring new ideas, all while maintaining an abiding sense of our solid history of success and core values of excellence, teamwork, collegiality and balance that we trust will guide us where we go. The careful training and development of each attorney, diverse or otherwise, assures our success as individuals and as a firm. No matter how our attorneys are classified, we are determined that each of us will be the best.

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