Legal Department Outside Counsel Management

1. Legal Department Outside Counsel Management • Enhanced Outside Counsel / Vendor Management Processes • Timekeeper level budgeting for litigation matters with over $250k in spend annually. • Over 80% of the Litigation matters were on a fixed fee in 2011, 2012 and YTD in 2013; • Budgets are used as a starting point to evaluate fixed fee proposals and the assumptions that went into the fixed fee analysis. • Alternative fee assumptions are validated at the end of the fee period and future fees are adjusted according to the findings. • Developed a Relationship Manager / Relationship Partner Program for 50 top firms; • Conducting onsite information security assessments with our law firms to ensure protection of confidential information; • Outside Counsel Procedures supplementing terms and conditions are reviewed and revised annually; • Created Performance Management Program and evaluation process for outside counsel and; • Created an e-Discovery Management Team consisting of both in-house and outside counsel. • Litigation Roundtable • Convergence of over 700 litigation law firms to 30 primary firms for all new defensive litigation work; • Consolidated thousands of high-volume single plaintiff matters to 13 Roundtable firms managing matters nationally. These matters have been place on a fixed fee for the life of the matter; • 95 percent of new litigation matters were assigned to Roundtable firms in 2011, 2012 and 2013; • Annual summit for all 30 firms and in-house litigators. The Summit is an opportunity to share best practices, subject matter expertise, coming litigation trends and effective budget management skills. • Foster collaboration and information sharing among Roundtable firms via working groups. • Convergence efforts in Litigation, Regulatory, Transactional, Special Assets, HR and International lines of business identified savings opportunities of more than 10% from 2011 to 2012. • Savings are a product of fixed and alternative fee arrangements, volume discounts and efficiencies gained from streamlined firms performing similar work.

2. Alternative Fee Arrangements (AFA) – Life Cycle and Benefits • Case Analysis and Budgeting: (1) Determine risk level, (2) Determine if budget use is feasible and (3) Identify period of the AFA term – Life of Matter, Phase, Quarter. • Assumption Identification and Negotiation: (1) Identify anticipated work during AFA period, (2) Estimate case phases or most likely to occur during the AFA period, and (3) Adopt a relationship-based approach to negotiating the fee with Outside Counsel while being mindful of the value provided. Avoid adopting a worst case scenario basis for setting the fee. • AFA Validation at End of Period: (1) Determine work actually performed during AFA period, (2) Review Outside Counsel summary of hours worked by timekeeper level, and (3) If assumptions were misaligned to actual events discuss a true-up with Outside Counsel. Mutual Benefits of Using AFAs

3. Large Corporation – 2013 Single Plaintiff Litigation Matter Assignments WA MT ND NH MN VT ME WI SD OR ID WY MI NY MA IA RI NE PA IN CT OH IL NV NJ MO CO UT KS WV CA* DE VA KY MD OK NC TN AR D.C. NM AZ SC MS AL GA TX* LA Not shown but assigned to Firm 2: Alaska and Hawaii FL*