LAWYERS FOR ONE AMERICA

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American Corporate Counsel Association
As an organization committed to the success of the principles espoused by Lawyers For One America, ACCA commits to the following aspirational and concrete goals:

1. ACCA will increase the diversity of and the diversity leadership opportunities available to our staff, leadership, and membership. Our mission is to create an institutionalized structure, an ongoing educational commitment, and a welcoming working environment that will help to encourage and instill diversity as a core value throughout ACCA. Examples of this commitment at work include:

Filling the pipelines of our leadership, and our governing board specifically, with more diverse candidates (e.g., of our 10 new board members, 40% are women and 50% are minority, resulting in a 2001 board of 39, 28% women and 26 people of color);
Encouraging the development of more diverse chapter and committee leadership, especially in localities where there are significant communities of color (e.g., ACCA's Leadership Development Institute), Chapter operation manuals, and staff support all encourage local chapter leaders to focus on diversity leadership recruitment and promotion;
Helping current leaders cultivate minority participation and leadership in their volunteer events (e.g., we are creating local bar of color contact lists and will distribute them, along with ideas for joint activities, to our local chapter leaders);
Creating high visibility opportunities for participation of corporate counsel of color (as faculty, project leaders, authors, etc. Over 20% of the speakers for ACCA's 2000 Annual Meeting-which has over 200 speakers-will be lawyers of color); H Organizing leadership training seminars that will be held jointly with the volunteer leadership of peers from minority bar associations (e.g., we will open future Leadership Development Institutes to the leadership of the local bars of color); and
Training, hiring, retaining, and promoting a diverse staff and encouraging inclusive office business policies (e.g., ACCA seeks out diverse candidates from non-traditional sources, and requires inclusion of at least one minority-owned business in any bid for outsourced work of more than $5,000, etc.).

2. ACCA will assist our corporate counsel members to retain more diverse outside counsel, and hire more diverse in-house counsel to fill positions in their own organizations. This includes a push to encourage hiring and retention at the highest levels of authority, and not simply at the entry level. Examples of this commitment at work include:

Expanding ACCA's In-house JobLine, our most popular web resource, to include an automatic "feed" of available in-house jobs listed to minority job banks operated by the bars of color on their own LISTSERV®/websites (these lists of available jobs average about 180 new positions each month forwarded to communities of color);
Developing our Outside Counsel of Color Locator System, designed to help ACCA members locate outside counsel of color suitable for specific projects, by accessing ACCA's website and using this searchable online database where outside counsel of color can self-post information about themselves, their firms and their practices (e.g., launch is scheduled for Fall of 2000, and each bar of color has agreed to encourage its members to post);
Supporting BellSouth's Statement of Principle on Diversity.

3. ACCA will strengthen and expand its ties to the bar associations of color, to cultivate better communications and interrelations among our members and their activities. Examples of this commitment at work include specific agreements with the major bars of color to pursue the following initiatives:

Increasing interaction between ACCA chapters and local branches of the bars of color, including networking, educational, and leadership activities;
Creating joint membership campaigns which will pair an ACCA membership with a membership in a bar of color at a lowered combined price, to increase each bar's inclusion of corporate counsel of color in its activities;
Increasing visibility of bars of color activities and resources in each others' websites and magazine/communications vehicles, as well as more substantive links among resources featured on respective webpages; and
Holding annual meeting "swaps", which feature ACCA-sponsored educational programs for corporate counsel at the bars of color meetings, and bars of color-sponsored programs at ACCA's annual meeting.

4. ACCA will create and collect the best substantive/educational information, resources and networks on diversity and pro bono services as they relate to law department practice, and deliver these resources to corporate counsel and their corporate clients. Examples of this commitment at work include:

Creating CorporateProBono.Org (CPBO), a comprehensive project in partnership with the Pro Bono Institute, to exponentially increase the amount of pro bono work done by corporate counsel, featuring outstanding libraries of information and best practices specifically targeted to the needs of corporate counsel pro bono volunteers;
Furthering ACCA's partnership with the Minority Corporate Counsel Association, to support its General Counsel diversity discussion series, and publicize the best practices that flow from those sessions;
Creating comprehensive, streamlined, and inter-related databases of information on pro bono and diversity issues and best practices on ACCA Online, and in our information resources libraries;
Continuing educational sessions and clinics at ACCA's chapter and national meetings on both pro bono service and diversity implementation topics;
Creating corporate counsel peer networks ("member knowledge networks") around pro bono and diversity topics, so that novices in the field can find support, ideas and mentorship from experienced corporate counsel (e.g., as provided in our CPBO system for pro bono, and in our Member-To-Member system on both pro bono and diversity);
Using our "bully pulpit" at speaking engagements and in our internal communications to help us drive home this commitment to our members, and to help outside counsel communities understand that in-house counsel and their clients value these goals.

5. ACCA will seek to help our members overcome the impediments to increasing their pro bono legal services, and will commit to initiatives which will exponentially increase the amount of pro bono legal services undertaken by corporate counsel volunteers. Examples of this commitment at work include:

CorporateProBono.Org (CPBO), a partnership between ACCA and the Pro Bono Institute, to create a comprehensive web-based service, supplemented by specially-trained staff, and populated by corporate counsel and the legal services community, whose goal is to create the resources, networks, knowledge banks, momentum and other resources which will push corporate counsel pro bono commitment and volunteerism forward;

ACCA's Annual Meeting Pro Bono Clinics, held in conjunction with local legal services intake providers, which offer members an educational session on representing specific types of pro bono clients (e.g., preparing wills for the elderly), followed by clinics where clients (screened and transported by the local legal services group) meet with ACCA member volunteers for up to 3 hours to resolve clients' legal problems;

Partnerships with organizations that provide pro bono services or leadership to the larger community, especially those that work to pair corporate counsel and law firm pro bono programs, and those that operate projects which specialize in placing pro bono work with attorneys whose skill sets are not litigation-oriented;

Work to help our overseas members "import" the American pro bono tradition and commitment into local communities where the bar does not independently pursue such goals.

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Minority Corporate Counsel Association
MCCA Program Highlights 1999

MCCA and Sears Roebuck & Company launched a Job Bank to allow employers, recruiters and job seekers to post resumes and/or open positions. The job bank contains over 250 jobs and was financed by a $50,000 grant from Sears Roebuck & Company.
MCCA conducted three surveys: The 3rd Annual Survey of Diversity in Corporate Law Departments, the 1st Annual Survey of Women General Counsel in the Fortune 500, and the 1st Annual Survey of Minority General Counsel in the Fortune 500. Survey results were published in Diversity & The Bar magazine and are available online at MCCA.
MCCA conducted six roundtable discussions involving over 100 general counsel.
Diversity & The Bar magazine was distributed quarterly to 30,000 law departments, individual attorneys and law firms nationwide.
MCCA was recognized by the American Corporate Counsel Association (ACCA) for outstanding leadership on the issue of diversity.
MCCA recognized 13 corporate law departments and six law firms that demonstrated successful diversity initiatives.

"There are some who believe that diversity is a place we will somehow 'discover' if we could just find the right road map. I believe that diversity is embodied in the people you open yourself to meet on your journey, in the aspirations you share with your fellow travelers, in the knowledge you gain from the bumps in the road, and in the compassion you learn as you help others join you on your path."

Susan Hackett
American Corporate Counsel Association

MCCA Program Highlights 2000

The Diversity Team Leader Panel Discussions will create a forum to talk about the challenges and solutions related to diversity efforts in corporate law departments
The Pathways to Creating Diversity Project will detail what successful, diverse legal departments are doing to hire, retain, manage and promote minority attorneys, both in corporate law departments and the law firms that serve them. In addition, MCCA will outline metrics for advancing diversity initiatives in corporate law departments.
The MCCA/American Lawyer Media 1st Annual Conference will focus on the application of metrics established in the Pathways to Creating Diversity Project.
Results of the MCCA/Heidrick & Struggles Survey of CEOs Re: Expectations of General Counsel will inform the Heidrick & Struggles/ MCCA Breakfast Briefing Series.
The MCCA 4th Annual Survey of Diversity in Corporate Law Departments (w/Arthur Andersen LLP) will take place online and feature an instantaneous benchmarking report that compares respondents' answers to data obtained in last year's survey: www.mcca.net.

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Bank of America
Diversity and Inclusion Vision Statement
The Bank of America Legal Department strives to create a diverse and inclusive meritocracy where opportunities are available to all associates to realize their full potential and to be recognized and rewarded commensurate with their performance in an environment that respects and builds on their differences.

Legal Department Diversity Business Council
The Bank of America Legal Department has established a Diversity Business Council to promote within the Department the values critical in achieving the Department's overall diversity objectives. The Diversity Business Council is composed of geographically, racially and ethnically diverse members of the Department and includes attorneys, paralegals, and legal secretaries. Subcommittees of the Diversity Business Council initiate and monitor departmental efforts related to diversity issues in recruiting, outside counsel retention, associate development and retention, measurement and accountability, teamwork and communication.

Recruitment Guidelines
The Bank of America Legal Department is committed to an inclusive meritocracy. Increasing efforts in recruiting and fully utilizing qualified minority lawyers will add to perspective, heighten the quality of thinking and enrich discussions as a community of professionals dedicated to providing the most valuable counsel to clients on complex and sensitive legal issues. As a result, the Legal Department is better able to serve clients, shareholders, customers and associates. For these reasons, the Department has implemented the following recruiting guidelines designed to increase lawyer diversity:

Hiring Procedure. Managers within the Department should work directly with in-house corporate recruiters, who are instructed to source qualified minority candidates for each pool of applicants for open positions. If no qualified minority candidates are readily identifiable, corporate recruiters are authorized to use other sourcing methods, as appropriate, such as the use of outside search firms, including those that specialize in the recruitment of minority candidates. No position will be filled unless a qualified minority candidate has been considered in the slate of candidates, unless, after a diligent search, no qualified minority candidate can be found.
Job Postings. All positions, whether newly created or vacated, are posted on the Legal Department internal Web site, except as authorized by the General Counsel, so that all lawyers can use their contacts to suggest minority candidates for these positions.
Incentives. If any departmental associate suggests an outside minority candidate for an open lawyer position and that minority candidate is hired, then the referring associate will be granted an incentive payment of $1,000.00 after the newly-employed lawyer completes 90 days of employment. This incentive is not applicable if the minority candidate is at the time of the referral already employed by another unit of Bank of America.
Hiring Flexibility. Hiring managers are encouraged to take into consideration the practicality of whether an experienced candidate, including a minority candidate, can be retrained to practice in a substantive area outside his/her customary expertise and whether geographical or other accommodations are possible.
Entry Level Positions. In order to identify diverse pools of candidates, the Department will create internships and entry-level legal positions for minority lawyers in areas where time, training, and budget opportunities exist and as resources are available for adequate training and monitoring. The Legal Department Diversity Business Council will work with corporate recruiters and the General Counsel and his direct reports to develop internship programs and entry-level programs for recent graduates and lawyers with three years or less of experience.
Measurement of Progress. The Recruiting Subcommittee of the Legal Department Diversity Business Council meets regularly with the corporate recruiters to review applicant pools for each open position and evaluate annually the corporate recruiters' efforts in identifying qualified minority candidates. The evaluation is furnished to the corporate recruiters, to the Diversity Council of the Department and to the General Counsel. Progress is assessed annually by measuring (1) adherence with the hiring procedure described in these guidelines, (2) the extent of outreach efforts made to source qualified minority candidates, and (3) the numbers of qualified minority candidates presented for each hiring opportunity.

Outside Counsel Retention Guidelines
Bank of America desires to encourage and expand the inclusion of women, ethnic and other minorities within and among all law firms providing legal services to it. The diversity program at Bank of America is designed to promote the use of outside counsel reflecting the diversity of Bank of America's customers and associates. To this end, Bank of America provides its associates with a list of minority and women-owned firms and encourages its attorneys and its clients to use them. Bank of America sponsors both the ABA Commission on Opportunities for Minorities in the Outside Counsel Program and the Minority Corporate Counsel Association, and participates in regional and local programs designed to identify ethnic minorities having the relevant legal experience. Bank of America expects its outside counsel to have women and minority partners and associates who will work on Company matters. Periodically, the Bank requires confirmation from its outside counsel regarding such use. Outside counsel is also encouraged to engage minority law firms to assist on engagements assigned to it under these procedures.

Other Efforts
Diversity in the Workplace: A Statement of Principle.
Bank of America was the first signatory of the BellSouth Corporation initiative.

Informal Outreach Programs.
The Bank of America Legal Department has encouraged minority lawyers and law school students to consider opportunities in the Legal Department through participation in minority bar associations, through participating in law school programs, by hosting receptions for law school students, and by forging relationships with minority-owned law firms and with minority attorneys working in majority-owned law firms.

Pro Bono Legal Services Guidelines.
Bank of America associates are committed to being involved in their communities. As members of the legal profession, Bank of America lawyers have an interest in assuring that quality legal services are available to all, regardless of their ability to pay. Accordingly, the Legal Department has established a pro bono work program to encourage and support pro bono work by its lawyers, particularly work that benefits needy individuals. This may take the form of advising or representing such persons directly, or advising or representing non-profit organizations that help them.

Reasonable amounts of pro bono work approved and performed in accordance with this program are taken into consideration in overall attorney performance assessments.

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"Everyone says the same thing about diversifying their organizations: ÔOh, it's just so hard to do! We just can't find any good candidates.' Would you tell BellSouth in litigation, 'Oh, they're so tough! We just can't find any good cases?' Get over it."

Charles Morgan
BellSouth Corporation

BellSouth Corporation Legal Department
Diversity Committee Mission Statement
The goals of the Law Department's Diversity Mission are to ensure that each member of the Law Department advances within the Department based on her or his merit, without regard to extraneous characteristics and to ensure that the Law Department continues to provide the best legal services to BellSouth.

To that end, the Law Department has created a committee composed of lawyers from a variety of disciplines within the department. The Diversity Committee is being called upon to evaluate the Law Department's responsiveness to our increasingly diverse work force and to the increasingly competitive marketplace. The Diversity Committee is chartered to understand diversity and its role, to recommend steps to capitalize on diversity and to assist in implementing those steps.

As the Law Department implements our Diversity Mission and the Diversity Committee's recommendations, the Committee and Department should aspire to guide other organizations by way of example as they develop and implement their diversity policies.

In carrying out its charter to date, the Committee has focused primarily on sharing the message of diversity to the legal community at large in these ways:

Diversity Training Exercise for Committee Members and the Legal Policy Council: A two-day training seminar that included a thought-provoking review of stereotypes and perceptions, allowed committee members to discuss personal experiences and thoughts, and considered ways in which we can break some of the barriers that exist between individuals. After the training seminar, members of the Legal Policy Committee took part in an abbreviated training seminar.
Diversity in the Workplace: A Statement of Principle: One of the primary tasks of the Diversity Committee was obtaining signatories and support for the "Diversity in the Workplace: A Statement of Principle". Our goal was 200 signatories by the year 2000. Committee members engaged in an extensive letter campaign seeking signatories. To date, approximately 293 companies have signed the Statement of Principle.
Diversity in the Legal Workplace Conference: A historic event that brought together senior in-house lawyers from a wide variety of Fortune 500 companies to address issues and challenges related to implementing and maintaining diversity initiatives in the legal profession. The focus of the conference was to exchange practical ideas on how to promote diversity in corporate legal departments, as well as in law firms retained by legal departments. The substantive portion of the conference revolved around four panels: (1) The Corporate Legal Department Implementation of a Diversity Initiative; (2) Establishing and Maintaining Internal Momentum; (3) Diversity and Outside Counsel; and (4) Measuring and Benchmarking. The Committee intends to work with other legal departments in the future to ensure that the conference becomes an annual event.
Summer Law Clerk Diversity Program: BellSouth has committed to hiring two law student interns from disadvantaged backgrounds per summer, to rotate through various parts of the BellSouth Legal Department.
Presentation to Holland & Knight: One of BellSouth's strategic law firm partners, Holland & Knight, invited BellSouth to speak to its partners about our expectations regarding diversity.
A Presidential Call to Action to the American Legal Community: General Counsel Charles Morgan attended and spoke at President Clinton's Call to Action. BellSouth's Statement of Principle was recognized as a significant in-house commitment to diversity.
Meeting with Major Outside Law Firm: A meeting between selected corporate chief legal officers and the Chicago law firm Mayer, Brown & Platt, one of the largest law firms in the world. The purpose of the meeting was to explain to Mayer, Brown & Platt's senior partners the Statement of Principle and the result expected by the Signatories from law firms that provide legal services to corporations. Other participating companies included Comerica, Illinois Tool Works, Northern Trust Corporation, United Airlines, and Walgreens. Future meetings are scheduled with major firms in Florida and New York.
Participation in President's Initiative for One America Event: Chairman Duane Ackerman attended and spoke at President Clinton's Initiative for One America Event. President Clinton invited corporate executives to the White House to seek their assistance in promoting diversity in the corporate workplace. Only two companies, BellSouth and Kodak, were invited to speak on the issue with the President.
Participation in External Diversity Activities: These include co-chairing the Corporate Section of the ABA's Initiative on Diversity, which developed an action plan that will serve as a blueprint for ABA diversity efforts in corporations, law firms, bar associations and academia. BellSouth also co-chaired the corporate section of the ABA Symposium in Aspen, Colorado. And BellSouth lawyers made keynote addresses or presentations at numerous diversity conferences throughout the country.

Future Diversity Committee Initiatives for Review and Decision In the Year 2000:

Review outside counsel staffing to implement hiring consistent with the goals set forth in the Statement of Principle, e.g., firms that handle litigation for BellSouth should be reflective of the entire community in which the case will be tried.
Determine whether diversity training for the Legal Department is feasible, and if so, implement that training initiative.
Appoint an individual who will be the Department's "Diversity Advocate" and report directly to the General Counsel. This individual would work with the General Counsel's direct reports on any questions about diversity concerns and ideas.
Facilitate a process by which individuals within the Department can seek diversity- related changes in overall policy matters. [Note: this mechanism would not be an appropriate vehicle for discussion of individual issues; that is, issues relating to specific promotional or compensation decisions.]
Assist in coordinating the year 2000 Corporate Counsel Conference on Diversity in the Legal Workplace.
Obtain Fortune 200 companies as signatories to the Statement of Principle.

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Diversity in the Workplace: A Statement of Principle
We, the undersigned companies, wish to express to the law firms which represent us our strong commitment to the goal of diversity in the workplace. Our companies conduct business throughout the United States and around the world, and we value highly the perspectives and varied experiences which are found only in a diverse workplace. Our companies recognize that diversity makes for a broader, richer environment which produces more creative thinking and solutions. Thus, we believe that promoting diversity is essential to the success of our respective businesses. It is also the right thing to do.

We expect the law firms which represent our companies to work actively to promote diversity within their workplace. In making our respective decisions concerning selection of outside counsel, we will give significant weight to a firm's commitment and progress in this area.

Signed:

Abbott Laboratories

Adidas America

Advantica Restaurant Group, Inc.

Aetna US Health Care

AFC Enterprises, Inc.

AGL Resources, Inc.

Allegheny Teledyne Incorporated

American Airlines

American Electric Power

American Express Company

American Lawyer Media, Inc.

American Standard Companies, Inc.

Anheuser-Busch Companies

Archer Daniels Midland Company

Asbury Automotive Group

Ashland Inc.

AT&T

AT&T Wireless

Atlanta Life Insurance Company

Atlantic Richfield Company

AutoNation, Inc.

Bank of America Corporation

Bank One Corporation

BankBoston, N.A.

BASF Corporation

Battelle Baxter International Inc.

Bear, Stearns & Co., Inc.

Bell Atlantic Corporation

BellSouth Corporation

Bestfoods

Bethlehem Steel Corporation

The Boeing Company

Boise Cascade Corporation

Bristol-Myers Squibb Company

Brown-Forman Corporation

Burlington Northern Sate Fe Railway

Cardinal Health, Inc.

Caremark Rx, Inc.

Carnival Cruise Lines

Case Corporation

Caterpillar Inc.

CBS Corporation

Cendant Corporation

Central and South West Corporation

Ceridian Corporation

Champion International Corporation

Charles Schwab & Co., Inc.

The Chase Manhattan Company

ChemRex, Inc.

Chevron Corporation

ChoicePoint Inc.

Cincinnati Bell Inc.

Citigroup Inc.

The Clark Construction Group, Inc.

Clark USA, Inc.

CMS Energy Corporation

Colgate-Palmolive Company

Comcast Corporation

Comdisco, Inc.

Comerica Incorporated

Commonwealth Edison Co.

Compaq Computer Sciences Corporation

Conoco Inc.

Consolidated Stores Corporation

Coors Brewing Company

Cordant Technologies Inc.

Cox Communications, Inc.

Credit Suisse First Boston Corp.

Crown Cork & Seal Company, Inc.

CVS Corporation

CVS/Pharmacy, Inc.

Daewoo Motor America, Inc.

Dana Corporation

Darden Restaurants

Delta Air Lines, Inc.

Discovery Communications Incorporated

Dominion Homes

The Dow Chemical Company

Dow Corning Corporation

Duke Energy Corporation

E.I. du Pont de Nemours and Company

EarthLink, Inc.

Eastman Chemical Company

Eastman Kodak Company

Eaton Corporation

Eli Lilly and Company

Emerson Electric Co.

Energizer Battery Company

Enron Corporation

Ensign-Bickford Industries, Inc.

Entergy Corporation

Equifax Inc.

Ernst & Young LLP

Farmland Industries, Inc.

Federal Express Corporation

Federated Department Stores, Inc.

Ferro Corporation

Fifth Third Bank

First Data Corporation

First Union Corporation

Fleet Financial Group, Inc.

Fluor Corporation

FMC Corporation

Ford Motor Company

Foster Wheeler Corporation

Freddie Mac

General Dynamics

General Mills

General Motors Corporation

The Goodyear Tire & Rubber Company

Graybar Electric Company, Inc.

GST Telecommunications, Inc.

Halliburton Company

Hannaford Bros. Co.

Hartford Life, Inc.

The Hartz Mountain Corporation

Hewlett-Packard Company

The Home Depot, Inc.

Honeywell Inc.

Host Marriott Corporation

Howmet International Inc.

HSBC USA Inc.

Illinois Tool Works Inc.

Ingersoll-Rand Company

Ingram Micro, Inc.

Insurance Services Corporation

Interface, Inc.

International Paper Company

The Interpublic Group of Companies, Inc.
JC Penney Company, Inc.
John Hancock Mutual Life Insurance Company

Johnson Controls, Inc.

Kanematsu USA, Inc.

Kellogg Company

KeyCorp

KeySpan Energy

KPMG International

The Kroger Co.

Leggett & Platt, Incorporated

Let's Talk Cellular & Wireless

Levi Strauss & Co.

LG&E Energy Corp.

Life Technologies

The Limited, Inc.

Lincoln National Corporation

The LTV Corporation

Lucent Technologies Inc.

Malcolm Pirnie, Inc.

Maytag Corporation

MCI WorldCom, Inc.

McKesson HBOC, Inc.

The Mead Corporation

MedCare Financial, Inc.

Mercedes-Benz of North America, Inc.

Merck & Co., Inc.

Methodist Health System Foundation, Inc.

Minerals Technologies Inc.

Mitsubishi Motor Sales of America, Inc.

Modis Professional Services

Monsanto Company

The MONY Group

Mothers Against Drunk Driving "MADD"

Motorola Inc.

Nalco Chemical Company

National Basketball Association

National Football League

Navistar International Corporation

The New York Times Company

Nike, Inc.

Northeast Utilities Service Co.

Northern Trust Corporation

Norwegian Cruise Line

Office Depot

Ohio Education Association

Ohio State Medical Association

Oracle Corporation

Orbcomm

Payless ShoeSource, Inc.

PECO Energy Company

Peoples Energy Corporation

PepsiCo, Inc.

Pet Products Group

Philip Morris Companies Inc.

Pitney Bowes Inc.

The Pittston Company

Powertel, Inc.

Premark International, Inc.

Procter & Gamble

The Prudential Insurance Company of America

R.J. Reynolds Tobacco

Ralston Purina Company

Randstad North America

RARE Hospitality International, Inc.

Reebok International Ltd.

Reliance Group Holdings, Inc.

Rohm and Haas Company

Rolls-Royce North America Inc.

Ryder System, Inc.

The Ryland Group, Inc.

Safeway, Inc.

The St. Paul Companies, Inc.

Sara Lee Corporation

SBC Communications Inc.

Scientific Atlanta, Inc.

Sears, Roebuck and Company

Shell Oil Company

Sodexho Marriott Services, Inc.

Sony Electronics Inc.

Southern Company

Sprint State Street Bank & Trust Company

Stateside Associates

The Stop & Shop Companies, Inc.

Summit Bancorp Sunoco, Inc.

Temple-Inland Inc.

Terra Industries Inc.

Texaco Inc.

3M

TIA-CREF

Tidewater, Inc.

Time Warner Inc.

Toshiba America Information Systems, Inc.

Toys "R" Us, Inc.

Tribune Company

Tyco International (US) Inc.

Ultramar Diamond Shamrock

Union Bank of California, N.A.

Union Carbide Corporation

UNISYS Corporation

United Air Lines

United Parcel Service

United States Filter Corporation

United States Postal Service

Unocal Corporation

US Office Products Company

US West, Inc.

USX Corporation

Viacom, Inc.

Walgreen Co.

Wal-Mart Stores, Inc.

The Washington Post Company

Wells Fargo Bank

Wendy's International Inc.

Weyerhaeuser

Whirlpool Corporation

The Williams Companies

World Kitchen, Inc.

Xerox

Zale Corporation

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DuPont Company
In corporate law department circles, DuPont has been recognized as a leader in creating new models for the retention of legal services. The highly regarded DuPont legal model helped to establish that the convergence of legal service providers could be successfully accomplished in a way that also promotes DuPont's diversity commitment. Making performance in the diversity area one of the critical elements used to evaluate the law firms it retains, DuPont has created an ongoing economic incentive to expand opportunities for minority and women lawyers. In addition, the DuPont minority job fairs have become an important source of minority candidates for the company, as well as for its primary law firms and service providers which are seeking to boost their minority recruitment efforts. Many successful placements of summer associates and permanent hires have resulted from these job fairs. Building upon its success, in 1999 DuPont sponsored four job fairs in Wilmington, Houston, Los Angeles, and Chicago, opening more doors for minority advancement.

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Freddie Mac Legal Department and Legal Services of Northern Virginia
In 1991, Freddie Mac formed a working relationship with Legal Services of Northern Virginia (LSNV). Through this pro bono program, Freddie Mac lawyers deliver critical legal services, including client intake, advice and counseling, litigation representation, volunteer training, and community outreach that make a profound and lasting difference in the lives of countless under-served Northern Virginians. Freddie Mac has hosted legal clinics and volunteer recognition events, assisted LSNV clients in their job searches, hired unemployed clients, provided training facilities, donated computers, assisted LSNV staff with computer training, and helped to publish community education brochures. A substantial grant from the Freddie Mac Foundation enabled LSNV to open the Law Center for Children in 1995. Recently, the Freddie Mac Foundation made a two-year, $405,000 grant to the American Bar Association Center on Children and the Law to improve the quality of the court process for foster children.

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General Motors Corporation, Ford Motor Company
General Motors' pro bono activities are focused on the Detroit Legal Services Clinic (DLSC). GM, along with Ford Motor Company and the Detroit Metropolitan Bar Association, founded the DLSC in late 1997 as a new way for Detroit-area lawyers to meet the legal services needs of large numbers of underrepresented members of the community. Funded by GM, Ford, other area companies, and the Michigan State Bar Foundation, the DLSC opens its offices to clients approximately twice a month, and assigns cases screened by local legal service providers. DLSC lawyers handled more than 800 cases in the first eighteen months of its existence.

The commitment of GM's legal department to promoting diversity, both within its own ranks and those of the law firms it retains, is longstanding. Ten years ago, GM sent letters to over 700 of its outside law firms, directing them to include women and lawyers of color on GM legal projects. Today, GM's strategy for recruiting, advancing and retaining outstanding women lawyers and lawyers of color includes casting a wide recruiting net, enlisting the aid of specialized recruiters, focusing on diversity by its own in-house staff, and enlisting its counsel to attract talent.

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International Paper Company

Dear ____________________:

International Paper Company ("IP") is committed to increasing diversity in the workplace. We consider this to be an important goal and have taken significant steps at IP to increase employment opportunities for women and minorities, including within our Legal Department. However, we recognize that promoting diversity internally can only go so far. We also expect our outside counsel to share this commitment.

IP's Counsel Retention Policy, which governs our relationship, calls for your assistance in increasing opportunities for women and minorities in the legal profession. In addition, I recently signed the enclosed "Statement of Principle" on Diversity in the Workplace, which reaffirms the commitment of several major corporations to this issue and our expectation of your role in actively promoting diversity. The Statement of Principle makes it clear that our selection of outside counsel will depend in part on your commitment to, and progress toward, these goals.

I ask your assistance in our diversity initiatives as follows:

Provide me with a copy of your firm's policy concerning diversity;
Complete and return to me the enclosed questionnaire; and
Update me on your future progress toward increasing diversity and how these efforts may affect IP.

With your valuable cooperation, I believe that we can make significant progress toward the goal of increasing diversity in the legal profession. If you would find it helpful, IP would be happy to send you a video on promoting law firm diversity.

I look forward to receiving your responses and working with you on this important goal.

Very truly yours,

William B. Lytton
Senior Vice President and General Counsel

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International Paper Legal Department
Diversity Questionnaire

Firm Name:

Address:

Completed By:

(If possible, please cover all firm locations with one questionnaire)

Directions: Please take a few moments to answer the questions below and return the completed questionnaire to William B. Lytton at International Paper. Feel free to use additional page(s) to supplement your responses to this questionnaire. Your responses to these questions are for International Paper use only and will remain strictly confidential.

1. How many attorneys (partners and associates) are in your firm?

2. How many attorneys in your firm are:

Women?

African American?

Hispanic?

Native American?

Asian Pacific?

Asian Indian?

3. Please describe your recent actions to increase diversity within your firm, including your efforts to actively recruit women and minorities.

4. Please identify any women and minority partners/shareholders within your firm, and describe whether they have recently worked or are currently working on International Paper matters, or would be qualified and available to work on matters involving International Paper.

5. Please identify any women and minority associates within your firm, and describe whether they have recently worked or are currently working on International Paper matters, or would be qualified and available to work on matters involving International Paper.

6. Please state whether your firm has participated in programs sponsored by any of the organizations listed below that were designed to increase diversity in the legal profession. If so, please briefly describe:

American Bar Association:

National Bar Association:

Hispanic National Bar Association:

Other organizations (please describe):

7. Has your firm recently participated in any Minority Job Fairs?

If so, please describe:

Return completed form to:
William B. Lytton
International Paper Company
Two Manhattanville Road
Purchase, New York 10577
Fax: (914) 397-1909

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"Diversity is not limited to race, gender or physical or cultural differences. We also need diversity of ideas. And diversity of ideas comes from diversity of experience, and often diversity of experience comes from diversity of culture."

Don Peterson
Lucent Technologies

Lucent Technologies
To achieve business excellence, decisions must be based on the widest range of individual perspectives and contributions. Diversity of people and ideas is vital to our culture, vital to our success as a global business, and vital to our ability to attract and retain the talented individuals we need to achieve our aspirations for Lucent. In short, "all people, different ideas, world-class, market-based results."

The purpose of Lucent Law's diversity plan is to take the necessarily general statement of a policy and its underlying objectives, and to create specific goals and steps for the achievement of those goals. For Lucent Law, there are eight elements to our diversity plan:

Fostering an Open, Supportive and Diverse Environment
Encouraging Learning on Diversity Issues H Sustaining a Dialogue on Diversity
Enhancing Our Diversity
Participating in Employee Business Partner Groups
Providing a Focus on Minority and Women's Business Enterprise Resources
Helping to Create a More Diverse Legal Profession
Creating Personal Accountability for Results

These elements are not intended as the pursuit of an abstract idea. We believe strongly that diversity of background, experience and ideas in the people of Lucent Law helps us achieve our mission-to provide a competitive advantage for Lucent through high-quality, cost-effective law services. A diverse environment also provides a more stimulating and attractive workplace, one which increases our ability to recruit and retain highly-motivated, creative colleagues.

Partnering with Law Schools and the Legal Community
At a time when programs supporting increased opportunities for all are under attack in many places, Lucent Technologies is making a statement that our company and the legal profession benefit directly from increased diversity.

In 1997, Lucent established a $25,000 annual scholarship fund for minority and economically disadvantaged law students at Rutgers and Seton Hall law schools, both located in Newark, New Jersey. To date, nine students at the two schools have been selected as "Lucent Scholars" and have received scholarship grants during their second and third years of law school. Lucent also sponsors the Minority Student Program at Rutgers Law School.
Lucent's Law Division also operates a summer internship program focused on women, minority and economically disadvantaged law students. The program is currently in its fourth year and, to date, has provided summer internships for 30 law students.
In 1999, the General Counsel contacted and met with managing attorneys from eight of our top-billing outside counsel firms. The purpose of the meetings was to establish an on-going dialogue that confirmed Lucent's commitment to diversity and to determine the level of commitment of the firms visited.
Lucent is a strong supporter of traditionally minority bar associations, including the Minority Corporate Counsel Association, the Garden State Bar Association, and the National Asian Pacific American Bar Association. Another element of Lucent's diversity strategy is to work closely with national and local bar associations, with other companies and with outside counsel to identify, share and implement best diversity practices.

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Merck & Co., Inc.
The Legal Department of Merck & Co., Inc., a pharmaceutical company based in New Jersey, has established a unique in-house pro bono program for providing direct legal services to the poor and disadvantaged in the states of New Jersey and Pennsylvania.

Merck's pro bono program has grown from a handful of attorneys participating in 1994 to half of its 125 attorneys, including administrative staff in its legal and tax departments, at four separate sites in New Jersey and Pennsylvania. In 1994, the department challenged itself to devise an effective way to meet its obligation to provide pro bono legal services and expand equal justice to the disadvantaged. Later that year, Merck and Legal Services of New Jersey formed an alliance to provide direct legal assistance to low income individuals.

For the most part, the Merck pro bono model is based on a "small law firm" concept. At each Merck office, a managing counsel assigns cases to attorneys in that office based on the attorney's workload. Merck has pro bono groups in Rahway, Whitehouse Station and Montvale, New Jersey; and the department provides case intake assistance in West Point, Pennsylvania. Each site's program is tailored to the needs of a local legal services office and its program's participants. Legal Services of New Jersey and the local legal services office train the volunteer attorneys and provide ongoing support and guidance for each accepted case. The local legal services office is also responsible for screening prospective clients to determine their eligibility to receive pro bono legal services prior to referring the case to the Merck attorneys.

Merck's pro bono attorneys practice in unconventional areas of law for corporate attorneys, including matrimonial, guardianship, child custody, bankruptcy, and tenancy. Most attorneys spend approximately 15 to 20 hours on a case. Cases can last anywhere from two weeks to two months and, on average, attorneys spend one or two hours a week on a case. During the past six years, Merck attorneys have handled nearly 200 cases. Those attorneys providing case intake assistance or representing tenants spend a few hours a month assisting clients.

Attorneys participating in the pro bono program have found their experiences to be rewarding, enjoyable and enlightening. The Merck program has allowed its attorneys the opportunity to experience the challenge of representing clients in a courtroom setting, while improving their oral and written advocacy skills. The program has further emphasized team building by encouraging the lawyers and administrative associates to work together to provide legal services to the disadvantaged. In addition, the program has allowed its attorneys the opportunity to fulfill their professional obligations to provide direct legal assistance to low-income individuals.

In addition to providing direct services, Merck's Legal Department has sponsored seminars for companies throughout the state of New Jersey to assist them in establishing their own in-house pro bono programs. Attorneys from Merck have also been actively involved with the New Jersey Corporate Counsel Association and the American Bar Association, to encourage other corporate attorneys to provide pro bono legal services.

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Wells Fargo Bank
Wells Fargo Bank's legal department was an initial founder of the California Minority Counsel Program (CMCP). It remains one of the strongest corporate supporters of CMCP, which is the largest and most successful state minority counsel program in the nation.

Wells Fargo retains approximately thirty minority-owned law firms each year for its legal work. It requests that the majority firms it retains become CMCP members. Wells Fargo also requires that its outside counsel regularly report their overall minority lawyer statistics, and mandates monthly reports indicating the dollar amount of the bill attributable to the work of minority partners and/or associates on each matter.

In California, Wells Fargo's law department has achieved a 31% minority lawyer work force. It is a signatory of the Bar Association of San Francisco's 2000-2010 Bay Area Goals and Timetables for Minority Hiring and Advancement. And, in June of 2000, Wells Fargo cosponsored the Bay Area Summit On Minority Advancement In the Profession. The Summit featured speakers including US Deputy Attorney General Eric Holder, Jr., California Chief Justice Ronald George, BellSouth General Counsel Charles Morgan, American Bar Association President William Paul, and Bar Association of San Francisco President Fred Alvarez. It concluded with a panel discussion by 13 General Counsels, managing partners, and law firm chairmen on minority recruitment and retention, moderated by television host Belva Davis. The event drew several hundred of the Bay Area's top lawyers.

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