Dinsmore & Shohl LLP. DIVERSITY LEADERSHIP Head(s) of Firm: George H. Vincent Managing Partner; CEO Diversity team leader(s): Martine R.

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1 255 E. Fifth St Suite 1900 Cincinnati, OH Phone: Fax: LOCATIONS Charleston, WV; Chicago, IL; Columbus, OH; Covington, KY; Dayton, OH; Denver, CO; Frankfort, KY; Huntington, WV; Lewisburg, WV; Lexington, KY; Louisville, KY; Morgantown, WV; Philadelphia, PA; Pittsburgh, PA; Washington, D.C.; Wheeling, WV DIVERSITY LEADERSHIP Head(s) of Firm: George H. Vincent Managing Partner; CEO Diversity team leader(s): Martine R. Dunn 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 4 4 Hispanic/Latino 1 0 Asian 0 2 Total White/Caucasian 6 9 African-American/Black 3 2 Hispanic/Latino 1 0 Asian 1 1 Openly GLBT 1 0 Total EQUITY PARTNERS (2014) NON-EQUITY PARTNERS (2014) White/Caucasian African-American/Black 4 1 Hispanic/Latino 1 0 Asian 2 0 Total White/Caucasian African-American/Black 1 1 Hispanic/Latino 1 0 Asian 0 1 Total OF COUNSEL (2014) NEW HIRES (2014) White/Caucasian African-American/Black 1 2 Hispanic/Latino 0 1 Asian 2 0 Total White/Caucasian African-American/Black 3 2 Hispanic/Latino 1 0 Asian 3 0 Total 63 29

3 Strategic Plan and Diversity Leadership How does the firm's leadership communicate the importance of diversity to everyone at the firm? Diversity is an important component of a number of ongoing initiatives, including professional development, recruiting, mentoring, marketing and others. The Diversity Committee maintains a presence on the firm's intranet through which information is shared among offices and at all levels of the firm. Our Managing Partner stresses the importance of Diversity as a core value of the firm at firm management, a partner and department meetings and, in addition, Marty Dunn, the Chair of our Diversity Committee periodically attends Board of Directors', department and practice group meetings of the firm to emphasize the firm's pursuit of diversity. Who has primary responsibility for leading diversity initiatives at your firm? The Diversity Committee of our firm, as the primary responsibility of promoting diversity within the firm. The Managing Partner of our firm, as well as many of our department and/or practice group chairs, are also members of the Diversity Committee and join together to make sure that the diversity initiatives are pursued within the departments and within our recruiting evaluation processes. 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: 19 Total hours spent on diversity: 3000 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? We have a formal Diversity Plan that has been adopted by the firm and updated periodically. As part of the updating process, the Diversity Plan was shared with all of the major departments of the firm, including the firm's Board of Directors; and we consistently pursue new and innovative ways to implement elements of the Diversity Plan. How often does the firm's management review the firm's diversity progress/results? Quarterly How is the firm's diversity committee and/or firm management held accountable for achieving results? The firm is held accountable to its clients, many of whom require that we report diversity results on an annual basis. We also participate in several organizations, including the Greater Cincinnati Minority Counsel Program, the South Central Ohio Minority Supplier Development council, and the Minority Business Accelerator, to whom we report diversity initiatives and results on an annual basis. We are also active members of the Leadership Council on Legal Diversity. 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 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

7 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. Dinsmore & Shohl has also been a longstanding supporter of the SWEL program and hosts high school and undergraduate students over the summer and exposes them to as many aspects of the practice of law and our summer program as possible. The goal is to inspire more minority students to seriously consider a career in law. A partner at the firm serves on the Board of Directors for the Muhammad Ali Center Council of Students (MACCS). This is a youth-led organization for diverse high school students, committed to improving themselves and their communities through the practice of Muhammad Ali's six core principles: Respect, Confidence, Conviction, Dedication, Spirituality, and Giving.

8 Recruitment - New Associates Does your firm annually recruit at any of the following types of institutions? Ivy League schools: Cornell University Law School, Columbia University Law School Other private schools: Boston College Law School, Boston University School of Law, Capital University Law School, Case Western Reserve University School of Law, University of Chicago Law School, University of Dayton School of Law, Emory University School of Law, Georgetown University Law Center, Northwestern University School of Law, University of Notre Dame Law School, Vanderbilt University Law School, Washington & Lee University School of Law, Washington University School of Law Public state schools: University of Cincinnati College of Law, Indiana University Maurer School of Law, University of Kentucky College of Law, University of Louisville Brandeis School of Law, University of Michigan Law School, Salmon P. Chase College of Law, The Ohio State University Moritz College of Law, University of Pittsburgh School of Law, University of Toledo College of Law, University of Virginia School of Law, West Virginia University College of Law, William & Mary Law School Historically Black Colleges and Universities (HBCUs): Howard University School of Law Diversity job fairs: Tri State Diversity Recruiting Program, Lavender Law Conference and Career Fair 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? Dinsmore & Shohl sponsors three diversity scholarship programs, one of which is offered to law students with The Procter & Gamble Company, a second with Yum! Brands, and the third to work exclusively in one of our office locations. The scholarships are open to current first- and second-year law students with a demonstrated record of academic or professional achievement and leadership qualities. Applicants may be minorities or individuals who contribute meaningfully to diversity in their communities. Additional details can be found on our web site. Dinsmore & Shohl is a strong supporter of pipeline initiatives including the 1L Leadership Council on Legal Diversity (1L LCLD) Scholar Program and the Summer Work Experience in Law (SWEL) Program. Opportunities to participants are expanded in both initiatives. First-year summer associates are selected for the 1L LCLD Scholars Program and students will attend a Retreat in Dallas in 2015, participate in the Law School tor Program, have the opportunity to participate in mock interviews, and they are paired with a LCLD Fellow who will mentor them through bar passage. Dinsmore will have five first-year law students participate in the 1L Scholars Program in Dinsmore & Shohl is the founder of an annual mock interview program for first-year minority law students from the University of Cincinnati College of Law, the Salmon P. Chase School of Law at Northern Kentucky University, and the University of Dayton School of Law.

9 Recruitment - New Associates ALL 2L SUMMER ASSOCIATES (2014) OFFERS MADE* (2014) White/Caucasian 6 8 African-American/Black 1 2 Asian 1 0 Total 8 10 * Summer associates who received an offer of full-time employment White/Caucasian 4 8 African-American/Black 1 2 Asian 1 0 Total 6 10 An offer was not extended to one of our 2L students due to his intention to begin his career in New York where he split his Summer in 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 4 7 African-American/Black 1 1 Asian 1 0 Total 6 8 White/Caucasian 0 0 Total 0 0

10 Recruitment - Lateral Associates and Partners Dinsmore & Shohl LLP LATERAL ASSOCIATE HIRES (2014) LATERAL OF COUNSEL HIRES (2014) White/Caucasian 15 9 Total 15 9 White/Caucasian 8 6 African-American/Black 1 1 Asian 2 0 Total 11 7 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 21 6 African-American/Black 1 1 Hispanic/Latino 1 0 Asian 1 0 Total 24 7 White/Caucasian 8 3 Total 8 3 NEW EQUITY PARTNERS* (2014) * Whether hired laterally or promoted from within White/Caucasian 21 8 African-American/Black 1 0 Asian 2 0 Total 24 8

11 Recruitment - Lateral Associates and Partners Dinsmore & Shohl 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)? Yes If yes, are any of these executive recruiting/search firms women and/or minority-owned? No 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: Not applicable

12 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 3 0 Total 3 0 2ND-YEAR ASSOCIATES White/Caucasian 2 1 Total 2 1 3RD-YEAR ASSOCIATES White/Caucasian 2 2 Total 2 2 4TH-YEAR ASSOCIATES White/Caucasian 0 2 Asian 0 1 Total 0 3 5TH-YEAR ASSOCIATES White/Caucasian 3 0 Total 3 0 6TH-YEAR ASSOCIATES White/Caucasian 1 1 Total 1 1

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 TH-YEAR ASSOCIATES White/Caucasian 3 1 Total 3 1 8TH-YEAR PLUS ASSOCIATES White/Caucasian 3 1 Total 3 1 OF COUNSEL White/Caucasian 1 2 Total 1 2 NON-EQUITY PARTNERS White/Caucasian 4 2 Total 4 2 EQUITY PARTNERS White/Caucasian 8 0 Total 8 0

14 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 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? Part-Time attorneys have remained on the partnership track. How many current equity partners have worked part time, exclusive of maternity/paternity leave or short-term disability? 2

15 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

16 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 6 1 Total 6 1 White/Caucasian 9 10 Total 9 10 PARTNER REVIEW COMMITTEE* ASSOCIATE REVIEW COMMITTEE* * Attorneys on the Partner Review Committee or equivalent * Attorneys on the Associate Review Committee or equivalent White/Caucasian 14 3 Total 14 3 White/Caucasian 25 6 African-American/Black 1 0 Total 26 6 ATTORNEYS ON THE DIVERSITY COMMITTEE OR EQUIVALENT White/Caucasian 6 4 African-American/Black 5 1 Hispanic/Latino 1 0 Asian 1 1 Total 13 6

17 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? 17 Minorities heading offices: William Sherman, Washington DC, 9 heading offices: Anna Dailey, Charleston WV, 21; Denise Pentino, Wheeling WV, 7 GLBT attorneys heading offices: [No response] Individuals with disabilities heading offices: [No response] PRACTICE GROUP/DEPARTMENT LEADERS Minorities heading practices: John Merchant, Public Finance, 43 heading practices: Susan Zaunbrecher, Business Acquisitions and Securities, 64; Kim Martin Lewis, Business Restructuring, 13; Joanne Schreiner, Commercial Finance, 16; Susan Zaunbrecher, Corporate Department, 165 GLBT attorneys heading practices: [No response] Individuals with disabilities heading practices: [No response] COMMITTEE LEADERS Minorities heading committees: Marty Dunn and Sadhna True, Diversity, 19 heading committees: Monika Jaensson, Associate Evaluation, 32; Colleen Lewis, Anti-Harassment, 16; Sadhna True, Diversity, 19; Mary-Jo Pullen and Lira Johnson, Library, 18; Lee Statuberg, Non-Legal Personnel, 19; Stacey Borowicz, Professional Development, 33; Susan Zaunbrecher, Social Committee, 14 GLBT attorneys heading committees: [No response] Individuals with disabilities heading committees: [No response]

18 The Firm Says Dinsmore & Shohl values and promotes diversity in the workplace, the profession, and the community. The firm also goes beyond its office walls by sponsoring and participating in a variety of programs that assist minority and women law students seeking both summer and full-time employment. The firm's recruitment efforts include participating in Minority Job Consortiums, The National LGBT Bar Association's annual Lavender Law Career Fair and Conference, conducting on-campus interviews and resume collections at predominately African American law schools, and hosting and attending receptions for minority law clerks and students. The firm's attorneys devote many volunteer hours to both minority law programs and community service. Our Diversity Committee maintains a strategic plan that is reviewed annually. Our Diversity Committee meets at least six times per year and addresses a host of topics at each meeting, including the monitoring and enhancement of our mentorship program, the workloads of minority attorneys and the review of our policies and procedures to ensure that they are state-of-the-art, as well as ways in which we may most effectively partner with our clients to achieve diversity within our profession and the business communities in which we are located. Our firm has been a member of the Greater Cincinnati Minority Council Program ("GCMCP") since its inception. Partners and Associates have served as panelists, speakers and Committee members for the GCMCP. Marty Dunn currently serves on the GCMCP's Board of Directors. We have attorneys who participate in certain programs sponsored by the National Bar Association, including the Commercial Law Section, the Minority Corporate Counsel Association, DRI and the Leadership Council on Legal Diversity ("LCLD"). Alan Daily and Robert Croft, partners of the firm, have been named Fellows within the LCLD program. The Black Lawyers Association of Cincinnati and the Cincinnati Bar Association recognized Dinsmore & Shohl's efforts to promote diversity in the legal profession by presenting Dinsmore with the "Forward Together Award." Two Dinsmore & Shohl attorneys received awards from the Black Lawyers Association of Cincinnati for creating the Sherman Scholarship, which is presented to a minority law student at The Salmon P. Chase School of Law who works in public service upon graduation. A Dinsmore & Shohl attorney received the Meritorious Service Award from the Louisville Branch of the NAACP for providing many hours of pro bono legal services in the area of First Amendment/Open Records Requests. The Louisville Bar Association's Diversity Committee in coordination with the Louisville Black Lawyers Association sponsored an event covering the law and the many aspects of life that make people unique. It was titled: "Got Diversity? An Honest Look at the Many Faces of the Law." The Managing Partner has made it a priority to stress frequently the importance of diversity in partner, department and committee meetings. In concert with the Black Lawyers Association of Cincinnati, the firm just established the Shanda L. Spurlock Memorial Scholarship to provide financial support to a local law student each year, in honor of Ms. Spurlock, who was an African American Associate of the firm prior to her death from cancer. A Dinsmore partner was recently named to Savoy's 2015 Most Influential Black Lawyers List. The list represents the "best of the best" of black lawyers who are partners within leading national law firms and also corporate counsel for Fortune 1000 corporations. The Louisville Black Lawyers Association (LBLA) named a partner at Dinsmore "Barrister of the Year" and was honored at an awards dinner. The event honors LBLA members who inspire others, are active in their communities and who promote diversity in the profession. The Dinsmore 's Leadership Forum promotes the firm's women attorneys in the community while addressing issues that may be exclusive to them. The Dinsmore Leadership Academy provides professional development for all associates. Outlook Magazine selected a Dinsmore attorney as one of "5 Allies" for the LGBTQ community in She is also active with the Human Rights Campaign as Chair of the 31st and 32nd Columbus Galas. Dinsmore will serve as a gold sponsor at the 2015 Inaugural Kentucky Bar Association Diversity and Inclusion Summit. The summit is hosted by the Kentucky Bar Association, the Louisville Bar Association, and the Louis D. Brandeis School of Law at the University of Louisville and will provide practical resources and ideas for firms to implement their own diversity and inclusion programs; assist management and other administrators with handling diversity issues; and emphasize ways to empower attorneys from diverse backgrounds to work through these same issues to become successful contributors in their places of employment. The firm enforces equal employment opportunities and the prevention of harassment policies. If any problems exist, the Complaint Committee, over 10 attorneys and staff members, handle the problem. The firm has offered part-time and flextime options to attorneys for many years. The firm provides domestic partner benefits.