OUTSIDE COUNSEL GUIDELINES

(U.S. FIRMS)

WAL-MART STORES, INC.

WAL-MART LEGAL DEPARTMENT 702 S.W. 8TH STREET BENTONVILLE AR 72716
EFFECTIVE JUNE 1, 2007

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TABLE OF CONTENTS INTRODUCTION ......................................................................................................................... 6 ENGAGING OUTSIDE COUNSEL .7 Approved Law Firms ......................................................................................................... 7 Role of the Responsible Legal Department Attorney......7 Engagement Letters ........................................................................................................... 7 Role of the Relationship Partner ..................................................................................... ...8 Choosing the Relationship Partner .9 Departure of the Relationship Partner 9 CONFLICTS OF INTEREST ................9 Initial Conflict Check......................................................................................................... 9 Conflicts of Interest Defined............................................................................................ 10 Conflict Waiver Requests ................................................................................................ 10 Multiparty Representation.12 Representing Wal-Mart in Bankruptcy Proceedings.....12 Cost of Determining Conflict.. .12 Representing Significant Competitors..12 DIVERSITY ................................................................................................................................ 12 STAFFING MATTERS............................................................................................................... 13 CONFIDENTIALITY.................................................................................................................. 13 USE OF WAL-MART'S NAME...14 ETHICAL CONDUCT ................................................................................................................ 14 MALPRACTICE INSURANCE ................................................................................................. 14 FILE RETENTION...................................................................................................................... 14

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Wal-Mart Stores, Inc. ______________________________________________________________________________ ELECTRONIC MAIL...14 INFORMATION SECURITY ..................................................................................................... 15 MEDIA CONTACT..........15 GIFTS and GRATUITIES ........................................................................................................... 16 EVALUATION AND FEEDBACK............................................................................................ 16 AUDITS16 EXCEPTIONS to the GUIDELINES .......................................................................................... 16 MANAGING LITIGATION ....................................................................................................... 17 Conduct in Litigation ....................................................................................................... 17 Reporting Significant Developments............................................................................... 17 Preparing Quarterly Case Management Reports...18 Preparing Monthly Litigation Reports ............................................................................. 18 Preparing an Early Case Assessment and Case Management Report.............................. 19 Preparing a Case Budget.................................................................................................. 21 PLEADINGS, MOTIONS AND OTHER DOCUMENTS ......................................................... 21 DISCOVERY............................................................................................................................... 22 Responding to Written Discovery.................................................................................... 22 Making Valid Objections to Discovery ........................................................................... 22 Acting Ethically When Conducting Discovery................................................................ 23 Protecting Confidential Information ................................................................................ 23 Motions to Compel and Request for Sanctions................................................................ 23 Depositions of Specific Associates.................................................................................. 23 Depositions of 30(b)(6) Witnesses................................................................................... 24 Ordering Electronic Transcripts....................................................................................... 24 DISCOVERY HIPAA REQUIREMENTS .............................................................................. 24

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Wal-Mart Stores, Inc. ______________________________________________________________________________ Subpoena & Discovery Requirements ............................................................................. 24 Authorization Requirements ............................................................................................ 25 Business Associate Agreements ...................................................................................... 25 Discovery of Personnel Records...................................................................................... 25 SETTLEMENT & ALTERNATIVE DISPUTE RESOLUTION ............................................... 26 APPEALS .................................................................................................................................... 26 MANAGING NON-LITIGATION MATTERS...27 INVOICING FOR LEGAL SERVICES.......28 Line Item Entry Guidelines.............................................................................................. 29 Capped Rates for Certain Discovery-Related Tasks........................................................ 30 Budget Considerations ..................................................................................................... 30 Timekeeper Rates............................................................................................................. 30 Request for Rate Increases31 INVOICING FOR DISBURSEMENTS and EXPENSES .......................................................... 32 Court Reporter Expenses ................................................................................................. 32 Express Mail and Couriers............................................................................................... 32 Fixed Assets ..................................................................................................................... 32 Legal Research................................................................................................................. 32 Electronic Research...33 Office Supplies................................................................................................................. 33 Printing, Photocopying and Scanning.............................................................................. 33 Postage ............................................................................................................................. 33 Facsimile Transmissions.................................................................................................. 33

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Wal-Mart Stores, Inc. ______________________________________________________________________________ Telephone Charges........................................................................................................... 33 Third-Party Services ........................................................................................................ 34 Alternatives to Travel Encouraged .................................................................................. 34 Air Travel......................................................................................................................... 34 Automobile Travel ........................................................................................................... 35 Hotels35 Meals.35 Expense Reimbursement.................................................................................................. 35 NON-BILLABLE TIME ............................................................................................................. 36 INVOICING PROCEDURES...37 Traditional Paper Invoices.37 Electronic Invoicing...38 Subscribing to and Using the Sharedoc Service....38 COMMON INVOICING ISSUES41 APPENDIX A APPENDIX B

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Wal-Mart Stores, Inc. ______________________________________________________________________________ INTRODUCTION Wal-Mart Stores, Inc. (Wal-Mart) is one of the world's largest and most respected companies. From our humble beginnings in Arkansas, we now operate over 4,000 Wal-Mart, Sams Club, and Neighborhood Market stores in the United States. In addition, we operate Walmart.com, one of the five largest online retailers in the world, and more than 2700 stores outside the United States using nearly 50 different retail formats. The reputation of Wal-Mart and the Wal-Mart and Sams Club brands are key components of our success. The strength of our brands, in turn, is a direct outgrowth of our principles and our culture. These are centered on the three core beliefs: respect for the individual, service to our customers, and a constant striving for excellence. These beliefs, combined with hard work, quick action, innovation, teamwork, discipline, and rigorous cost control, have enabled us to achieve extraordinary results in a highly competitive environment. For Wal-Mart, teamwork means a close, partnership relationship with outside suppliers of goods and services, including our Outside Counsel. Outside Counsel are not just providers of services but are vital partners in our success. It is critical that Outside Counsel share the commitment of the Wal-Mart Legal Department to providing the Company with the highest quality legal services in the most cost-effective manner possible. We expect Outside Counsel to stress integrity, professionalism, a sense of urgency in resolving legal problems, and sensitivity to protecting and honoring the three fundamental principles that have contributed to our success. Outside Counsel, working on behalf of Wal-Mart, is expected to represent the Company's interests in accordance with these high standards. These Outside Counsel Guidelines (Guidelines) set forth more fully our expectations and define an effective working relationship. All attorneys and professional staff who work on matters for Wal-Mart must be familiar with these Guidelines. These Guidelines supersede previously issued guidelines or information and, unless exceptions are approved in writing, constitute the terms under which Outside Counsel are engaged for both current and future matters. Where used in these Guidelines, the term Wal-Mart refers both to Wal-Mart and its subsidiaries unless expressly otherwise indicated. These Guidelines do not apply to the retention, management and payment of expert witnesses. Please consult the Responsible Legal Department attorney before retaining an expert witness and for guidance regarding managing and billing for same. Please contact the Responsible Legal Department attorney (RLDA) or the Legal Department Attorney responsible for outside counsel management (AGC-OCM) to discuss any questions or to seek clarification of these Guidelines. Thank you again for being a key reason for our success.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ ENGAGING OUTSIDE COUNSEL Approved Law Firms Only law firms approved by the AGC-OCM and the Vice President and Division General Counsel Legal Department Administration are authorized to perform legal work on behalf of Wal-Mart. Wal-Marts approved law firms must meet exacting standards of performance, cost effectiveness and diversity. Outside Counsel are not authorized to retain the services of other legal counsel on behalf of Wal-Mart without first obtaining the prior, written approval of the AGC-OCM. Role of the Responsible Legal Department Attorney It is the responsibility of the Wal-Mart Legal Department to perform or procure all required legal services for the Company including selecting, hiring, and supervising Outside Counsel where the specialized nature of the matter, department workload, or other considerations make it appropriate for the work to be performed by Outside Counsel. The RLDA designated in the Engagement Letter has the ultimate responsibility for the matter, including financial and strategic decisions. With the approval of the RLDA, Outside Counsel may have direct contact with Wal-Mart business people to gather information or for other purposes; however, only the designated RLDA has authority to direct Outside Counsel in the handling of the matter. If a Wal-Mart business Associate asks Outside Counsel to proceed in a certain fashion or to perform certain activities with respect to a legal matter, Outside Counsel should report the request to the RLDA and obtain direction from the RLDA prior to proceeding. Engagement Letters Outside Counsel must submit an engagement letter each time the law firm is engaged to provide legal services to Wal-Mart. Upon reaching an agreement with the RLDA regarding the scope of the representation and the fees charged for representation (law firms with an existing relationship with Wal-Mart may not charge legal fees that exceed those fees pre-approved by the AGC-OCM consistent with the processes outlined herein), Outside Counsel shall (a) return an executed Engagement Letter in the form attached as Exhibit A together with (b) a signed Acknowledgment of Wal-Mart Outside Counsel Guidelines (Exhibit B), (c) Rate Schedule (Schedule 1), (d) and an Outside Counsel Information Sheet (Schedule 2) to the AGC-OCM and the RLDA. Submissions must be received by Wal-Mart not later than the fifth (5th) business day after the date of the engagement. The Rate Schedule shall not be modified without the express written consent of the AGC-OCM and only after Outside Counsel has complied with the rate increase request process outlined herein. Engagement letters should be transmitted in PDF format via email and not by hard copy, unless specifically requested by the RLDA.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ WAL-MARTS RELATIONSHIP PARTNER Role of the Relationship Partner The Legal Department Administration Division, in consultation with Outside Counsel, shall designate a Relationship Partner to manage the relationship between Outside Counsel and Wal-Mart. The Relationship Partner will be Wal-Marts primary contact with the law firm and all matters for which the law firm is retained will flow through the Relationship Partner. The Relationship Partner is responsible for the law firms compliance with these Guidelines and his/her duties shall include, but not be limited to, the following: Be available to address issues in a timely fashion and make every attempt to match Wal-Marts sense of urgency. Understand Wal-Mart as a company. Learn the business model and Wal-Marts core values and help translate those to the lawyers assigned to Wal-Mart matters. Take steps to advance diversity. The team that performs Wal-Marts work must be representative of the community that the company serves and consistent with Wal-Marts commitment to diversity. Wal-Marts Outside Counsel should be leaders in advancing diversity and excellence within the legal community. Make judicious use of the Early Case Assessment and the Case Management Reporting processes described herein. Keep the RLDA informed in a timely, routine and efficient manner. Be proactive and ensure that law firm invoices comply with the Guidelines before the invoices are submitted. Address billing issues quickly and take steps to ensure that billing issues are corrected the first time. Time spent by Wal-Marts in-house counsel reviewing and correcting invoices is not value added time. Keep your commitments and promises and meet all due dates. The RLDA will make commitments internally based on your representations. Actively monitor and advise on conflicts of interest. Wal-Marts conflicts policy must be followed closely. Remain consistently informed about the outside legal teams individual performance and the RLDAs satisfaction with that performance. Ensure that budgets are followed, updated throughout the representation and communicated to the RLDA on a routine basis. Ensure the firms timely and accurate response to all inquiries from Wal-Marts external auditors.

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Wal-Mart Stores, Inc. ______________________________________________________________________________

Choosing the Relationship Partner The Relationship Partner will be chosen by the Legal Department Administration Division in cooperation with Outside Counsel. Outside Counsel will be asked to produce a list of five partners whose personality, standards of legal practice and reputation make them qualified to meet or exceed the responsibilities outlined herein and who embody Wal-Marts core values. The list of partners must contain at least one attorney of color and at least one female attorney. The Legal Department Administration Division will choose a Relationship Partner from the list provided by the firm and may suggest the addition of names to the list. Wal-Mart expects that, despite any existing internal arrangements at the firm, the Relationship Partner it chooses will receive full credit for the work brought to the firm as a result of the relationship and will be the firms leader for all of Wal-Marts matters. Departure of the Relationship Partner Should the Relationship Partner leave his/her law firm and move his/her practice to a comparable law firm, Wal-Mart will consider moving its work with the Relationship Partner to the new firm. The Legal Department Administration Division will make the decision whether to move the work with the Relationship Partner based upon its analysis of what is in the best interest of Wal-Mart. Outside Counsel is expected to cooperate in every respect to make the transition of any work seamless and with limited interruption or impact on the matters. Whether the work accompanies the Relationship Partner or stays with the firm to be transferred to a new Relationship Partner, Wal-Mart requires at least sixty (60) days advance notice of the Relationship Partners planned departure and will require the Relationship Partner and his/her law firm to prepare a detailed transition plan. The AGC-OCM will work closely with the law firm and the departing Relationship Partner to ensure a successful transition.

CONFLICTS OF INTEREST Initial Conflicts Check Outside Counsel shall thoroughly check for actual or potential conflicts of interest that may arise from counsels representation of the Company, as defined in these Guidelines or in any applicable code of professional responsibility or rules of professional conduct. Wal-Mart expects Outside Counsel to use their best efforts to identify and discuss with the RLDA any potential conflicts of a philosophical or policy-driven nature that may compromise a position taken by the Company. Any conflict must be discussed with the RLDA as soon as it becomes known. Wal-Mart reserves the right to make an independent determination whether Outside Counsel has an actual or potential conflict of interest. The obligation to disclose actual and potential conflicts of interest continues throughout the term of the representation. Outside Counsel must review 2596274 9

Wal-Mart Stores, Inc. ______________________________________________________________________________ conflicts of interest on an ongoing basis as new matters are opened. Any new attorney/client relationships that create a conflict shall be reported to the Company immediately. The acceptance of an engagement on a matter by Outside Counsel without written disclosure of any conflicts and the written waiver by Wal-Mart of all conflicts disclosed constitutes a representation by Outside Counsel that a conflicts check has been conducted and that there are no conflicts. Conflicts of Interest Defined Known and actual conflicts of interest involve a law firms representation of a client in a matter in which the other clients interests are or become adverse to Wal-Mart. Wal-Mart classifies these as actual conflicts of interest. Potential conflicts of interest generally occur when a law firms representation of a client in a matter, though not actually adverse to Wal-Mart, has the potential of becoming adverse during the course of the law firms representation. Wal-Mart classifies these as potential conflicts of interest. Actual and potential conflicts of interest are treated the same for purposes of these Guidelines. Law firms representing Wal-Mart shall not represent a client in any matter in which the other clients interests are in actual or potential conflict to Wal-Marts interests, unless WalMart has waived the conflict of interest consistent with the processes and procedures outlined herein. Conflict Waiver Requests Wal-Mart expects a strong degree of loyalty from its Outside Counsel. Conflict waiver requests are not preferred and should be used only when absolutely required by the circumstances. Requests to waive an actual or potential conflict shall be made by the law firm at the earliest possible time after discovery, via a signed letter on law firm letterhead. The conflict waiver request letter should be in the format of the standard letter attached hereto as Exhibit C. No general, prospective or unlimited waivers will be considered and should not be requested. All conflict waivers must be approved by the Executive Vice President and General Counsel. The letter should be submitted by e-mail, in PDF or MS Word format, to the AGC-OCM and shall set forth all relevant facts about all aspects of the conflict. The letter shall include a specific discussion of each of the Relevant Facts listed below and shall state affirmatively and with particularity each Representation listed below. Relevant Facts: The identity of the other client; The specific work to be performed for the other client (after obtaining the clients authorization to make such disclosure);

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Wal-Mart Stores, Inc. ______________________________________________________________________________ The type of work performed by the law firm for Wal-Mart; Whether the law firm has obtained the written consent of the other client; The identity of individuals within the firm who will perform the engagement for the other client and their location (e.g., Chicago office); The individuals within the firm who perform, and will perform (to the extent known), work for Wal-Mart; Whether the adverse representation concerns subject matter or substantive law that may be important to Wal-Mart; A discussion of the law firms analysis, under the applicable code of professional responsibility or rules of professional conduct, that a waiver is consistent with the rules of ethics applicable to the particular jurisdiction; and A list of all in-house Wal-Mart counsel whose matters may be affected by the conflicts waiver request. Representations: The matter is not related to, does not arise out of, and will not result in a litigated matter between Wal-Mart and the other client; The matter involves an area of practice in which the law firm does not represent and has not represented Wal-Mart; The law firm has not learned anything through its course of representing WalMart that is substantially related to the subject of the representation of the other client; It appears that the representation of the other client will not adversely affect the relationship between Wal-Mart and the law firm or dilute the law firms loyalty to and zeal in its representation of Wal-Mart; The law firms other client is a pre-existing client of the law firm in the practice area for which the waiver is sought; Failure to grant the waiver will cause an unreasonable hardship for the law firms other client (for example, where the law firm acts as the other clients de facto real estate department, and it would cost the client a significant amount of money to bring another law firm up to speed on the transaction); It appears there is no chance of the parties becoming fundamentally antagonistic, or that Wal-Marts interests could in any way be prejudiced; The law firm agrees that it will withdraw completely from the matter if litigation ensues between Wal-Mart and the other client or if Wal-Mart subjectively believes that the parties have become fundamentally antagonistic, or that it will suffer prejudice; A confirmation by the law firm that a conflicts waiver by Wal-Mart does not waive the law firms duty to keep confidential all information about Wal-Mart that is obtained during the representation of the Company; and 2596274 11

Wal-Mart Stores, Inc. ______________________________________________________________________________ Wal-Mart and the other client consent to the waiver. Cost of Determining Conflict Time spent investigating, reporting and resolving actual and potential conflicts or preparing conflict waiver requests is not billable. Representing Significant Competitors Wal-Mart may conclude that an actual conflict of interest exists if Outside Counsel or Outside Counsels law firm represents a significant competitor of Wal-Mart or its subsidiaries or affiliates. A list of Wal-Marts principal subsidiaries is attached as Exhibit D. As a pre-condition of engagement, Outside Counsel must disclose in writing the identity of any national or regional retailers or any significant competitors of Wal-Mart or its subsidiaries or affiliates (see Exhibit E for examples) that the Outside Counsel firm represents, together with a general description of the type of legal services that the Outside Counsel firm provides to such client(s). If Outside Counsel concludes that it would be improper to provide this information to the Company, Outside Counsel should decline the engagement. Multiparty Representation The approval of the AGC-OCM is needed in all situations where it is proposed that a single law firm represent both Wal-Mart and other parties in a matter. All requests for approval of such representations must be submitted in writing and should contain statements from Outside Counsel describing: (a) the extent and nature of the proposed joint representation, (b) the steps that the law firm will take to protect proprietary or confidential Wal-Mart information from being disseminated to jointly represented clients, and (c) the likelihood for adversity among the proposed clients. As a rule, such engagements will be approved only where the potential for adversity is remote and where all parties agree in writing in advance that in the event of a conflict that the law firm will either withdraw completely or continue solely representing Wal-Mart. Representing Wal-Mart in Bankruptcy Proceedings A law firm representing Wal-Mart as a creditor or party-in-interest in connection with a bankruptcy proceeding may concurrently represent other creditors and parties in interest in the case, provided that the representation is disclosed to Wal-Mart, the other clients are similarly situated to Wal-Mart, and the representation does not result in positional adversity to Wal-Mart. The AGC-OCM should be informed of any such representation. DIVERSITY Wal-Mart is deeply committed to diversity, both internally and in its Outside Counsel hiring practices. The Company promotes strategies and actions that effectively recognize, accept, and utilize all employees. We believe that a culturally sensitive, diverse workplace is better able to serve our needs and produce better results. We expect Outside Counsel to make a good faith effort to recruit, retain, and promote qualified women and minorities.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ STAFFING MATTERS The RLDA should agree with Outside Counsel on which attorney(s) within the firm will have primary responsibility for the matter and on the number, names and billing rates of the partners, associates and legal assistants who will be assigned to the matter. Any request for changes to the staff plan must be discussed and approved in advance. While it is important to have an adequate number of personnel at the right levels involved, the Company expects Outside Counsel to exercise care to avoid overstaffing. Outside Counsel should limit the number of attorneys attending routine meetings, hearings and court proceedings to those essential to the performance of the task. Unless otherwise approved in advance, the Company will not pay for more than one attorney to attend a trial, motion hearing, meeting or deposition. Likewise, unless otherwise approved in advance, the Company will not pay for internal firm conferences or the inclusion of associates at meetings or hearings for the purpose of associate development. Wal-Mart expects staffing to be efficient. Attorneys should not be performing work more appropriately assigned to a paralegal. Similarly, paralegals should not be assigned secretarial or other clerical tasks such as photocopying, filing or delivering materials, arranging travel or scheduling depositions or meetings. Routine file maintenance is Outside Counsels responsibility and should not be billed to the Company. The Company believes that it is most efficient for a single attorney or group of attorneys to handle a matter from beginning to end, and we expect Outside Counsel to strive for continuity in staffing. The Company will not pay for downtime or learning time that may result from staffing changes. In addition, Wal-Mart will not reimburse Outside Counsel for any routine training time, including time spent at seminars, unless specifically approved in advance and included as part of the Budget. Wal-Mart will not ordinarily pay for summer associate time unless such time has been identified as part of the approved staffing plan for appropriate work such as approved research or drafting projects. CONFIDENTIALITY In the course of representing Wal-Mart, Outside Counsel frequently has access to nonpublic and confidential information. Outside Counsel must have in place appropriate procedures to ensure the protection of all such information. Outside Counsel must take appropriate measures to ensure that all legal and non-legal personnel are familiar with this requirement and are effectively supervised in this regard. Outside Counsel must consult with the RLDA before disseminating any potentially sensitive information acquired from the Company or developed or learned while representing the Company. In addition, third-party vendors engaged by Outside Counsel that acquire or have access to confidential or proprietary material of Wal-Mart (including work product) should be requested to sign a Confidentiality Agreement (Exhibit F). It is the responsibility of Outside Counsel to obtain a signed Confidentiality Agreement from third-party vendors and to retain it. Compliance with this confidentiality requirement is subject to periodic audit. Acceptance of an engagement by Outside Counsel shall constitute Outside Counsels acceptance of the terms of the Confidentiality Agreement.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ USE OF WAL-MARTS NAME Except in the ordinary course of the representation, unless specifically approved by the AGC-OCM, Outside Counsel shall not publish to any third party that Wal-Mart Stores, Inc., or any of its subsidiaries or affiliates, is a client of the firm. Wal-Mart does not allow the use of its name or corporate symbols in any law firm marketing materials. ETHICAL CONDUCT Wal-Mart conducts its business in accordance with the highest ethical standards and expects the same of its Outside Counsel. Outside Counsel should advise the RLDA of the Companys responsibilities under applicable laws and regulations and any legal risks of a proposed course of action. If Outside Counsel believes that a Wal-Mart Associate (including any Legal Department personnel) has or will engage in illegal or unethical activity as a representative or agent of the Company, the most senior Outside Counsel responsible for the matter through which such activity is discovered must immediately and confidentially contact the RLDA (or a Wal-Mart Associate General Counsel or General Counsel, as appropriate). No Wal-Mart Associate has authority to instruct Outside Counsel to act in an unethical manner in connection with any Wal-Mart matter. MALPRACTICE INSURANCE Outside Counsel representing Wal-Mart is expected to maintain legal malpractice insurance coverage that is reasonable and prudent in relation to the types and sizes of matters handled. If Outside Counsel does not have coverage or if coverage is cancelled and not immediately replaced with comparable coverage, Outside Counsel must immediately report this to the RLDA. FILE RETENTION Outside Counsel shall retain pleadings, correspondence, verified discovery responses, deposition transcripts, and similar documents and work product for a period of no less than four (4) years from the date the matter is concluded or for the time period specified by rule or law in the jurisdiction in which the matter was pending, whichever is longer. Outside Counsel shall notify the Wal-Mart Legal Department no less than 30 days prior to destroying any file. Along with the notification, Outside Counsel shall submit an inventory of any original Wal-Mart documents contained in the file to be destroyed and a certification that any electronic version of the file also will be destroyed or deleted. ELECTRONIC MAIL To speed the delivery of correspondence and documentation between Outside Counsel and the Company and to reduce the environmental impact of paper transmissions, Wal-Mart requires, as a condition of engagement, that Outside Counsel have reliable and secure e-mail service. All written correspondence, Management Plans, Reports and Budgets, periodic reports and other documents and communications are required to be delivered to the Company via email. Unless specifically requested or circumstances indicate a special reason to do so,

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Wal-Mart Stores, Inc. ______________________________________________________________________________ information transmitted via e-mail should not also be transmitted by facsimile, mail, or otherwise. Outside Counsel should promptly notify the RLDA by telephone whenever there is an extended interruption in Internet service that prevents Outside Counsel from sending or receiving e-mails. Outside Counsel shall ensure, as a condition of engagement that its e-mail system meets the requirements set forth in the Information Security Guidelines for Outside Counsel (Exhibit G) and that Outside Counsel's word processing software is fully compatible with the software used by Wal-Mart. Documents sent to the Company via the Internet shall be in MS Word or PDF format. All e-mail relating to Wal-Mart matters shall indicate the matter name, the state where the matter is pending and the Companys matter number in the subject line of the email and include the following (or a substantially similar) confidentiality statement: This e-mail and any attachment are privileged and confidential. If you have received this e-mail in error, please destroy it immediately. Outside Counsel should be aware of and support Wal-Mart's effort to utilize electronic transfer of information as the primary means of communicating information to the Company. Transmittal of documents (including pleadings, discovery requests, etc.) to the Company should be by e-mail. INFORMATION SECURITY Please refer to the Wal-Mart Information Security Guidelines for Outside Counsel (Exhibit G). These Guidelines cover employee screening; office and building security; the handling, storage and disposal of paper documentation; computer desktop and system security; telecommunications; and related matters. Periodically, the Company may require Outside Counsel to certify their compliance with these Guidelines. In addition, Wal-Mart reserves the right to request and obtain copies of any relevant Outside Counsel policies and procedures and to audit the practices of Outside Counsel to ensure compliance with security requirements. MEDIA CONTACT Outside Counsel shall not make any statements to the media on behalf of the Company or relating to Company matters without the express direction and approval of the Executive Vice President and General Counsel. Outside Counsel may be asked on occasion to assist in the development of media responses. All media inquiries, including questions regarding the Company's relationship with Outside Counsel, must be immediately reported to the RLDA or, if he or she is unavailable, to Corporate Communications at (479) 273-4314. When reported directly to the RLDA, he or she should refrain from making any comments to the media and notify Corporate Communications and their Vice President and General Counsel immediately.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ Outside Counsel should be alert to matters and legal issues with the potential for media interest and make sure these matters are brought immediately to the attention of the Wal-Mart Legal Department. GIFTS AND GRATUITIES Wal-Mart Associates are strictly prohibited from accepting gifts, gratuities, trips, cash, samples, etc., from anyone buying from or selling to the Company, or in any other way serving the Company. We define gifts or gratuities to include: meals; tickets to entertainment events; kickbacks in the form of money or merchandise; special discounts; discontinued or no longer used samples; vendor-paid trips; Christmas gifts of any kind, etc. Wal-Mart also considers donations made to not-for-profit organizations, on behalf of or in the name of Wal-Mart, to be a gift for purposes of the Gratuities Policy. Any such items received will be returned or become the property of Wal-Mart. Outside Counsel are prohibited from giving, or offering to give, gifts or gratuities to Legal Department personnel or other Wal-Mart Associates. EVALUATION AND FEEDBACK Wal-Mart intends to periodically review and evaluate Outside Counsels performance. This assessment shall serve as a tool to improve our communications and to provide constructive feedback to Outside Counsel. It may also facilitate consideration of the Companys year-end review of Outside Counsels effectiveness, efficiency and diversity. Outside Counsel will be required to submit an action plan outlining the steps it will take to remedy any deficiencies identified in the evaluations. AUDITS Wal-Mart reserves the right to audit compliance with these Guidelines. Audits may be announced or unannounced. Audits may consist of visits to the Outside Counsel Office where the work is being performed and review of the relevant files. The law firms performance will be routinely reported and discussed with the Relationship Partner.

EXCEPTIONS TO THE GUIDELINES It is Outside Counsels responsibility to discuss with the RLDA all questions concerning the application of these Guidelines. If an exception to the Guidelines is deemed necessary by Outside Counsel, a written request must be submitted and a written approval (Exhibit H) must be obtained from the RLDA and the AGC-OCM. Requests for exceptions to the Guidelines may be sent and approved via e-mail. The Company may develop standard sets of exceptions for some practice areas. The standard exceptions will supersede these Guidelines only as specifically stated.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ MANAGING LITIGATION Conduct in Litigation Outside Counsel representing Wal-Mart in litigation shall: Honor the spirit, intent, and requirements of all rules of civil procedure and rules of professional conduct; Conduct themselves in a manner that enhances and preserves the dignity and integrity of the system of justice; Adhere to the principles and rules of conduct which further the truth seeking process so that disputes will be resolved in a just, dignified, courteous and efficient manner; Make reasonable responses to discovery requests and not interpret them in an artificially restrictive manner so as to avoid disclosure of relevant and nonprivileged information; Base discovery objections on a good faith belief in their merit and not for the purpose of withholding or delaying the disclosure of relevant and non-privileged information; Make good faith efforts to resolve disputes concerning pleadings and discovery; Agree to reasonable requests for extension of time and waiver of procedural formalities when doing so will not adversely affect Wal-Marts legitimate rights; and Prepare and submit discovery requests that are limited to those requests reasonably necessary for the prosecution or defense of an action, and not for the purpose of placing an undue burden or expense on another party. Wal-Mart will terminate its relationship with any Outside Counsel who fails to adhere to the foregoing standards in connection with Wal-Mart litigation. Reporting Significant Developments Outside Counsel shall notify the RLDA immediately via e-mail of all significant developments that may affect the outcome of a case or matter or that may cause a budget to vary significantly. Outside Counsel shall communicate via e-mail to the RLDA any request for information from the Company or any request for a decision to be made by the Company relating to the matter. Such requests shall be timely and allow the RLDA a reasonable period of time to respond. Outside Counsel must immediately notify the RLDA via e-mail of the following: (a) Filings or threatened filings of a motion to compel discovery, motion for sanctions, or any motion related to alleged spoliation of evidence. (b) Notices to depose Wal-Mart representatives. 17

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Wal-Mart Stores, Inc. ______________________________________________________________________________ (c) All formal and informal offers to compromise litigation. (d) All actual or potential conflicts of interest. (e) All information related to the matter that may impact Wal-Marts public relations. (f) Significant rulings by a court. (g) Assignments of trial, mediation, arbitration, and hearing dates. (h) Events that require the appearance or direct involvement of a Wal-Mart representative. (i) All verdicts. The notice to the RLDA shall be concise but provide sufficient detail to allow the Company to make an informed decision, if one is required. Preparing Quarterly Case Management Reports An initial Case Management Report, including a settlement recommendation, shall be submitted to the RLDA not later than ninety (90) days after Outside Counsel has received the complaint or other adverse notice (unless an exception is authorized by the RLDA). The Case Management Report must be completed with sufficient detail to accurately reflect Outside Counsels efforts in investigating and evaluating the case up to the reporting date. The Case Management Report is an organic document that will be updated at scheduled intervals to reflect the progress of the case. The Case Management Report must be completed as fully as possible at any given reporting interval even though additional or different information may eventually supplement or change the Report. In addition to submitting the Case Management Report, Outside Counsel shall continue to immediately report all significant developments in the case to the RLDA as otherwise required by these Guidelines. At any time following submission of the Case Management Report, Outside Counsel should be prepared to conduct a joint analysis of the evidence and applicable law at the request of the RLDA. This analysis should provide further guidance and focus to Outside Counsels efforts regarding early case assessment and early resolution strategies. During the pendency of the case, unless otherwise directed by the RLDA, Outside Counsel shall update the Case Management Report on a quarterly basis, highlighting or otherwise identifying any additions since the last Report was submitted. Preparing Monthly Litigation Reports In certain significant cases, the RLDA may request Monthly Litigation Reports. If requested to do so, Outside Counsel shall submit the requested Report to the RLDA via e-mail. The Report shall be submitted not later than the tenth calendar day of each month and shall be entitled Monthly Litigation Report and shall provide the following:

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Wal-Mart Stores, Inc. ______________________________________________________________________________ a) A summary of the significant developments during the previous month, including any pleadings filed, pending discovery, trial dates, depositions taken and significant facts developed; b) A summary of the status of the matter and a description of significant developments expected in the matter during the next three months; and c) If no activity has occurred during the previous month, an explanation of any actions being taken by Outside Counsel to move the matter toward final resolution. Preparing an Early Case Assessment and Case Management Report Central to the Companys case management philosophy is Early Case Assessment (ECA), a strategic litigation plan designed to achieve the earliest and most cost-effective resolution of litigation consistent with Wal-Marts business objectives. Wal-Marts ECA procedures create a collaborative process between Wal-Marts Outside Counsel, the RLDA assigned to the matter, and the business client for evaluating the risk and potential exposure presented by the matter so that the appropriate resolution strategy may be developed and pursued. The Litigation Division has implemented an ECA process intended to assist the RLDA and Outside Counsel in the early evaluation of a case so that the business client can make an informed choice among various strategic options at the earliest possible stage in the litigation. Those options normally include: early settlement; alternative dispute resolution; litigating the case to a point when settlement may become more feasible; and litigating the case to conclusion. The objective of ECA is for all involved to make a concerted effort to evaluate the litigated matter sufficiently in the first 90 days after it is assigned to Outside Counsel to determine whether settlement is efficient, responsible, and prudent before engaging in protracted discovery, motion practice, or other expensive and time-consuming judicial procedures. Each component of the ECA process is predicated on specific and focused efforts by Outside Counsel and the RLDA intended to provide consistency and predictability to the assessment. Deviation from the early case assessment process must be discussed with and approved by the RLDA. The information gathered during the ECA process, along with any resulting assessment, shall be included in the Case Management Report (Exhibit I). The early case assessment process begins when Outside Counsel receives the complaint or other adverse notice. Immediately after receiving the complaint, Outside Counsel shall, with assistance from the RLDA and management at the appropriate facility or business unit, collect and organize as much relevant information as possible. Outside Counsel must obtain information

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Wal-Mart Stores, Inc. ______________________________________________________________________________ sufficient to examine and thoroughly assess key facts, witnesses, evidence, plaintiffs allegations and Wal-Marts defenses. Specifically, Outside Counsel should work with the RLDA to: determine the clients goals; obtain and review relevant documents and records; confirm correct Wal-Mart Stores and/or Sams Club corporate entity; interview business personnel to identify business goals; interview in-house and other non-party witnesses; conduct a site visit, where appropriate; assess public relations and/or regulatory concerns; assess class action allegations/potential; evaluate shared or covered liability potential; determine removal, transfer, jurisdiction, venue options; research public records; evaluate available defenses and claims; obtain information on opposing party and counsel; evaluate the forum, judge, and potential jury pool; estimate the value of the claim including, amount of claimed damages, potential for enhanced or punitive damages, value of injunctive relief, damages caps and any other factors affecting damages; engaging in active discussion with opposing counsel regarding early resolution, demanding a settlement package from opposing counsel, proposing voluntary exchange of information with opposing counsel to promote early settlement, proposing concessions of facts and arguments that would otherwise hinder early settlement, proposing limited discovery to facilitate early resolution, pursuing only those motions designed to facilitate early resolution, suggesting mediation or asking the court to order mediation, thinking creatively about the other sides objectives and ways to accomplish a win/win settlement, where feasible, 20

pursue settlement strategies including,

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Wal-Mart Stores, Inc. ______________________________________________________________________________ conferring with the client frequently on ways to remove barriers to settlement, accelerating the pace of the litigation, if accelerating the pace will encourage settlement discussion.

Each practice section may develop a standard set of criteria it expects to be relied upon for purposes of early case assessment. Outside Counsel should consult with the RLDA regarding any practice specific criteria to be used as part of the assessment. Outside Counsel shall not request information from the Litigation Support Group for purposes of early case assessment unless specifically authorized to do so by the RLDA. If specifically authorized by the RLDA, Outside Counsel may request information from the Litigation Support Group. The request must be made by submitting a completed ECA Request Form (Exhibit J) to the Litigation Support Group at litigation.support@walmartlegal.com with a copy via email to the RLDA. Outside Counsel should be prepared to discuss the progress of early case assessment, including an analysis of the evidence and applicable law, forty-five (45) days after receiving the complaint or other adverse notice. This analysis should provide guidance and focus to Outside Counsels efforts regarding early case assessment and early resolution strategies. Preparing a Case Budget Not later than ninety (90) days after receiving the complaint or other adverse notice, Outside Counsel shall submit a case Budget (Exhibit K) estimating the fees and costs expected to be incurred by the Company in connection with pursuing the case through trial. The Budget should reflect major assumptions, identify specific work phases and provide an estimate of the cost of each phase. The Budget shall be reviewed quarterly by Outside Counsel unless intervening events necessitate earlier review or as otherwise directed by the RLDA. At the time of the review, Outside Counsel shall submit a Budget/Actual Analysis form (Exhibit L) and be prepared to discuss any budget variances. The Budget shall not be subject to adjustment absent significant unforeseen developments, and then only as approved by the RLDA. Outside Counsel shall submit a final Budget/Actual Analysis form along with the final invoice once the case is concluded. In certain cases, Outside Counsel may also be asked to provide an early case budget covering the first ninety days of an engagement in order to permit appropriate internal planning to occur. Even where no such budget is requested, Outside Counsel is expected to consult closely with the RLDA before undertaking any unusual or high-dollar expenditures. Failure to submit a budget may result in a delay in payment of invoices. PLEADINGS, MOTIONS AND OTHER DOCUMENTS Decisions to prepare and file substantive pleadings on behalf of the Company shall be made jointly by Outside Counsel and the RLDA. The decision to prepare pleadings not addressed in the Case Management Report and Budget requires the approval of the RLDA. 21

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Wal-Mart Stores, Inc. ______________________________________________________________________________ Unless directed otherwise, Outside Counsel shall forward a draft copy of all pleadings to the RLDA for review and approval prior to filing. Any pleading to be reviewed prior to filing must be submitted to the RLDA no less than five (5) business days before the filing deadline. The RLDA and Outside Counsel shall remain attentive to identifying legal and fact issues where the use of previously conducted research may be helpful and cost-efficient. Any affidavits prepared by Outside Counsel for signature by an Associate must be reviewed and authorized in advance by the RLDA. Outside Counsel are encouraged to use declarations in jurisdictions where they are allowed. Unless otherwise instructed, Outside Counsel shall forward copies of all substantive pleadings and significant correspondence to the RLDA, including, specifically, all dispositive pre-trial and post-trial motions, supporting memoranda and responses, court orders, settlement correspondence, motions to compel or for sanctions, pre-trial reports, jury instructions, judgments, proposed findings of fact and conclusions of law, appellate briefs and, when requested by the RLDA, summaries of medical and expert reports. DISCOVERY Responding to Written Discovery Wal-Marts Litigation Support Group, in coordination with the RLDA, will assist Outside Counsel in responding to interrogatories, requests for production of documents, requests for admission of fact, preparing Initial Disclosures and other types of written discovery. Within five (5) days of receipt, Outside Counsel shall forward complete discovery requests to the Litigation Support Group (with a copy to the RLDA), accompanied by a completed Discovery Request Form (Exhibit M). It is imperative that Outside Counsel properly fill out Exhibit M. Outside Counsel is encouraged to use the Comments/Explanation section for further directions and clarification. The discovery requests shall be sent to the attention of the Litigation Support Group via e-mail at litigation.support@walmartlegal.com. Outside Counsel must clearly indicate when the responses are due. If the discovery requests are forwarded to the Company via facsimile, Outside Counsel shall contemporaneously deliver a copy of the completed Discovery Request Form to the Litigation Support Group and the RLDA via e-mail. When appropriate, Outside Counsel shall timely supplement discovery responses. Requests to supplement discovery must be sent to the Litigation Support Group accompanied by Exhibit M in the same manner as initial discovery requests. Outside Counsel shall clearly identify the specific discovery responses in need of supplementation. Making Valid Objections to Discovery Outside Counsel shall indicate if any discovery requests are subject to valid objections under the rules of the applicable jurisdiction. Outside Counsel may, when appropriate under the circumstances, interpose a valid objection and voluntarily provide the information subject to the objection. Form objections are to be avoided. All objections must fully articulate the legal and factual basis for the objection.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ Acting Ethically When Conducting Discovery Outside Counsel are ultimately responsible for all discovery responses filed on behalf of the Company. Outside Counsel are expected to make informed, ethical decisions with respect to discovery responses. As noted above, Outside Counsel representing Wal-Mart are required to conduct discovery in a manner that enhances and preserves the dignity and integrity of the justice system. Under no circumstances shall Outside Counsel engage in or encourage a violation of any discovery or ethical rule concerning the timely and appropriate disclosure of information to which a litigant is entitled. Protecting Confidential Information Outside Counsel shall provide advice to the RLDA and Litigation Support Group (LSG) attorney with respect to the filing of a motion for protective order relating to any privileged, confidential or nonpublic information, including contracts containing dollar amounts, proprietary information, vendor agreements, personnel files, nonpublic financial data, claim/litigation information and other material of a sensitive nature. Outside Counsel are expected to be sensitive to Wal-Marts right to protect or limit the disclosure of trade secrets and other confidential information, including the personal health information of any Wal-Mart Associate or customer. Motions to Compel and Request for Sanctions If a motion to compel discovery, motion for sanctions or similar motion is filed against the Company, or the filing of such a motion is threatened by opposing counsel, Outside Counsel shall IMMEDIATELY report it via e-mail to the RLDA, the LSG attorney and/or to the Supervisor of the Litigation Support Group. Outside Counsel shall also, in consultation with the Litigation Support Group and the RLDA, file an appropriate response to the motion, prepare an appropriate response to the threatened motion or file a motion for protective order. Outside Counsel shall promptly and timely advise the RLDA of any hearing related to the motion and immediately notify the RLDA of the Courts ruling. Outside Counsel shall promptly notify the Litigation Support Group and the RLDA via email when it appears likely that the testimony of Wal-Mart Associates (including Legal Department personnel) will be required at a hearing or trial related to issues of sanctions, discovery abuse, etc. Sanctions for discovery violations will not be tolerated and may result in the immediate termination of Outside Counsel. Depositions of Specific Associates Requests to depose specific Wal-Mart employees shall be promptly communicated via e-mail to the RLDA and the LSG attorney. Scheduling of Home Office personnel depositions, and any related preparation, will be coordinated between the RLDA and Outside Counsel. Requests to depose other specifically named Company personnel shall also be communicated to the RLDA. Outside Counsel shall coordinate scheduling of these depositions, 2596274 23

Wal-Mart Stores, Inc. ______________________________________________________________________________ and any related preparation, directly with the deponent unless directed otherwise by the RLDA. The RLDA will assist Outside Counsel in identifying and locating any Company-related deponent. Depositions of 30(b)(6) Witnesses All 30(b)(6) deposition requests to the Company (or the equivalent under state rules) shall be promptly communicated via e-mail to the Litigation Support Group and the RLDA, along with the Deposition Request Form (Exhibit N). The Litigation Support Group, in consultation with the RLDA, will identify the appropriate Company 30(b)(6) deponent and notify the deponent and Outside Counsel. The Litigation Support Group will also advise the Company deponent that the deposition, and any related preparation, will be coordinated directly by Outside Counsel, with the assistance of the RLDA. Ordering Electronic Transcripts Outside Counsel scheduling depositions shall use certified court reporters that are capable of producing a transcript in electronic form at a reasonable cost. At the request of the RLDA, electronic copies of all depositions shall be forwarded to the RLDA. Ordinarily, Outside Counsel should not prepare deposition summaries unless requested to do so by the RLDA. If requested by the RLDA, a concise summary of significant testimony in depositions of Home Office personnel, expert witnesses and key fact witnesses shall be prepared and forwarded via e-mail to the RLDA within 30 days of the deposition. DISCOVERY HIPAA REQUIREMENTS The Health Insurance Portability and Accountability Act (HIPAA) requires that WalMart treat protected health information generated from our pharmacy, optical and group health divisions with a heightened level of privacy. The Wal-Mart Legal Department expects that our Outside Counsel will share our respect for privacy and comply with HIPAA at all times. FAILURE TO COMPLY WITH ANY OF THE HIPAA PROVISIONS WILL RESULT IN THE TERMINATION OF OUTSIDE COUNSELS RELATIONSHIP WITH WAL-MART. Except where noted below, Wal-Mart will not release any pharmacy, optical or group health records to Outside Counsel absent a valid subpoena or patient authorization. On all nonpharmacy and optical cases, Outside Counsel will be required to serve the appropriate subpoena or have the proper authorization filled out and sent to Wal-Mart for pharmacy, optical or group health records. Authorization forms acceptable to Wal-Mart are attached, collectively, as Exhibit O. Outside Counsel will not be permitted to obtain plaintiffs medical/pharmacy records without the appropriate authorization. Subpoena & Discovery Requirements HIPAA requires that reasonable efforts be made by the requesting party to ensure that the subject of the protected health information that has been requested has been given notice of the request. HIPAA also requires the requesting party establish that no objections to the subpoena or discovery request are on file, or if on file, have been resolved. In the alternative, HIPAA requires the requesting party to secure a protective order. 2596274 24

Wal-Mart Stores, Inc. ______________________________________________________________________________ Authorization Requirements HIPAA compliant authorizations must give a specific description of the information to be released, identify the persons or class authorized to make the disclosure, identify the persons or class to whom the disclosure may be made, include an expiration or event, include a statement of the individuals right to revoke, include a statement that the protected health information may be subject to re-disclosure by the recipient, and must include date and signature of the individual. If the authorization is signed by a representative of the individual, a description of the representatives authority must be attached. Finally, where the authorization is requested by a covered entity, the authorization must include a description of the purpose of the request and a statement of financial gain. Business Associate Agreements Wal-Mart expects all Outside Counsel handling the defense of pharmacy or optical cases to enter into a Business Associate Agreement. Wal-Mart may make an exception to the subpoena or authorization requirement for Outside Counsel handling pharmacy or optical cases if a Business Associate Agreement is in place. Pursuant to the Business Associate Agreement Outside Counsel may contact the Legal Department immediately upon receiving a pharmacy or optical case and request the records at issue in the case. Outside Counsel must not release any protected health information it receives under a Business Associate Agreement without first receiving approval from the Wal-Mart Legal Department. If Outside Counsel receives a discovery request for protected health information in its possession as a result of a Business Associate Agreement, Outside Counsel must notify the Legal Department Litigation Support Group prior to disclosure in order to enable Wal-Mart to keep an accurate accounting of protected health information disclosures. Furthermore, Outside Counsel, as a Business Associate of Wal-Mart must make sure that any request for records from Pharmacy, Optical or Group Health meets the requirements of HIPAA. For example, if Outside Counsel is defending a Wal-Mart pharmacy in a prescription miss fill case and has obtained WalMart pharmacy records without a subpoena or authorization and then receives a production request for such records, disclosure of those records must be in accordance with HIPAA and the Legal Department MUST be informed of the disclosure for accounting procedures. Outside Counsel should be especially sensitive to requests for records or information requiring disclosure of personal health information of a customer who is not a party to the action. Discovery of Personnel Records Personnel records for management associates must be obtained through the Litigation Support Group. Personnel records for hourly associates may be obtained by contacting the personnel manager for the store at which the associate is employed. All Outside Counsel are expected to direct the personnel managers to remove the Associate Benefits Selection Statement and the Benefit Summary for Open Enrollment information from the personnel file before turning it over to Outside Counsel. Release of these documents violates HIPAA.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ SETTLEMENT & ALTERNATIVE DISPUTE RESOLUTION Wal-Mart encourages early settlement discussions when the settlement of a litigated matter is "the right thing to do" under the circumstances. Outside Counsel should bring settlement opportunities to the Company's attention. The RLDA must authorize any settlement communications. The business person with whom Outside Counsel may work to obtain information or who represents Wal-Mart at trial or mediation does not have authority to direct Outside Counsel concerning settlement unless such authority has been specifically delegated to the business person by the RLDA. All recommendations to settle a case and offers of settlement from opposing counsel shall be promptly communicated to the RLDA. Wal-Mart encourages use of Alternative Dispute Resolution (ADR) techniques in appropriate circumstances. Outside Counsel should proactively identify and bring to the attention of the RLDA all opportunities to utilize ADR. FILING APPEALS Immediately following any appealable adverse decision entered against Wal-Mart, Outside Counsel shall notify the RLDA of the decision via e-mail and provide the RLDA with the following information: (a) A summary of any grounds for appeal; (b) Whether the alleged error was preserved; (c) The standard of review for each ground for appeal; (d) A statement of applicable post-trial deadlines; (e) Outside Counsel's estimate of success on appeal; and (f) Outside Counsels estimate of fees and costs associated with pursing an appeal. The decision to appeal any adverse decision will be made by the Company's Legal Department and communicated to Outside Counsel.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ MANAGING NON-LITIGATION MATTERS Outside Counsel retained to represent the Company in Real Estate matters and matters engaged through the Wal-Mart Store Division of the Wal-Mart Legal Department shall submit a Management Plan and Budget for each new non-litigated matter or project, unless directed otherwise by the RLDA. Please refer to the sample Management Plan (Exhibit P), Budget (Exhibit Q) and the Real Estate Task Codes (Exhibit R). Outside Counsel who are retained to represent the Company on all other non-litigated matters or projects, should consult the RLDA regarding whether a Management Plan and Budget will be required. The Management Plan and Budget are tools for both Outside Counsel and the RLDA to assist in monitoring legal expenses and facilitating communication concerning the identification and achievement of the objectives of the engagement. The Budget should reflect major assumptions, conform to the established Management Plan, identify specific work phases and provide an estimate of the cost of each phase. The Management Plan and Budget should be submitted electronically to the RLDA within 20 business days of the engagement. After the Management Plan and Budget are submitted, they shall be reviewed and updated quarterly, unless intervening events necessitate earlier review and adjustment or as otherwise required by the RLDA.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ INVOICING FOR LEGAL SERVICES Wal-Mart views every bill from Outside Counsel as a certification by the firm and the Relationship Partner that the legal services and disbursements reflected on the bill are reasonable for the legal matter involved and necessary for the proper provision of legal services. Attorney and paralegal time and disbursements that are not necessary for the cost-effective handling of the legal matter should be deleted. We expect Outside Counsel to refrain from billing non-billable time or expenses as outlined in these Guidelines. Compliance with this procedure will avoid delays in processing invoices. Wal-Mart will pay for actual services rendered at rates established and agreed to in advance. The rates should be the lowest charged by Outside Counsel for similar services to any other client, other than a not-for-profit entity. Hourly rates will remain fixed for the duration of the representation on a particular matter unless otherwise agreed. Support services (secretaries, word processors, proofreaders, managing clerks, information system technicians, librarians, computer operators, etc.), including overtime, are part of Outside Counsels normal overhead and will not be reimbursed. Time spent preparing, discussing or supporting Outside Counsels invoices will not be reimbursed. Absent a specific agreement for an alternative fee arrangement, Outside Counsel fees shall be computed by applying the negotiated hourly rate to the time for the services expended. Time should be charged in units no larger than one-tenth of an hour. Hours shown must accurately reflect the time spent on the described activity and must either be the exact amount of time or the exact time rounded up or down, as the case may be, to the nearest one-tenth of an hour. Block billing will not be accepted. All charges must reflect the work performed within the billing period or a reasonable time before the billing period. The Company may question and refuse to pay any charges incurred more than 90 days prior to a statements listed billing period. Wal-Mart has established a volume discount program with certain preferred Outside Counsel who provide a significant amount of high quality legal service to the Company. In addition to volume discounts, the Company will consider alternatives to traditional hourly billing, including fixed-fee arrangements, reduced hourly rates with incentive bonuses, value billing, negotiated discounts and blended rates. The Company has adopted alternative fee arrangements in appropriate circumstances and encourages Outside Counsel to propose them. The Wal-Mart Legal Department will promptly terminate the services of any Outside Counsel whose billing practices raise questions about the Outside Counsels integrity, honesty or compliance with the applicable rules of professional conduct.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ Line Item Entry Guidelines Outside Counsel should review each invoice to determine that each line item clearly and succinctly describes the task performed and the legal reason for the task if the same is not apparent from the task description itself. It is the responsibility of the Relationship Partner to ensure the accuracy and reasonableness of each invoice and line item. Wal-Mart reserves the right to reduce or reject any invoice or invoice line item because of a failure to comply with these Guidelines; because an invoice line item is unclear or unreasonable or for any other valid and reasonable purpose. Task descriptions should be written in plain English. The purpose for the task should either be plain from the context or should be succinctly described. Avoid using names and instead identify people by their roles in the matter or litigation, e.g. do not refer to B. Smith, instead refer to plaintiffs counsel, co-defense counsel, plaintiff, codefendant, etc. When describing the work performed, Outside Counsel should comply with the following billing guidelines: DO NOT USE: o Attention to o Review o Review and Revise o Revise o Continued (followed by a task) o Review emails o Request attention to _______ o Organize file o Follow up RECOMMENDED FOR USE: o Read ________ o Write ________ o Prepare for ______ o Edit _______ o Attend _________ o Conduct ________ o Phone conference with _________ regarding __________ o Electronic correspondence with ___________ regarding ___________ o Draft __________ (in relation to pleadings, motions and briefs) o Correspondence with __________ regarding __________ o Automobile travel to __________ regarding __________ o Air travel to _________ regarding _________ o Legal Research regarding __________ o Write legal memorandum to _________ regarding __________ o Meeting with _________ regarding __________

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Wal-Mart Stores, Inc. ______________________________________________________________________________ Capped Rates for Certain Discovery-Related Tasks Ordinarily, the administration of discovery is not considered compensable; however some litigated matters require extensive document production and other extraordinary discovery related tasks. If specifically authorized by the RLDA (and included in the case Budget), the administration of discovery may be compensable. To control costs related to discovery in such matters, it is imperative that costs associated with discovery-related tasks be carefully managed. All document production work should be charged by task. The following are capped rates (not to be exceeded) on such charges, by task. If Outside Counsels current charges are less, they should remain in place: (a) Administrative handling of documents related to discovery, e.g., sorting, coding, photocopying, Bates stamping, boxing, indexing, preparing for shipping and reconciliation$50/hour. (b) Database entry, searches and maintenance related to discovery$50/hour. (Please note restrictions on database creation described in Budget Considerations.) (c) Routine filing and maintenance in the ordinary course of a matternot reimbursable. Budget Considerations In developing the Budget, Outside Counsel should consider and discuss with the RLDA, in advance, the necessity or appropriateness of the following items: (d) Internal firm conferences. (e) Coordination of legal research. (Before conducting any legal research, Outside Counsel shall ask the RLDA whether or not any prior legal research has been conducted on the topic or issue and if it can be used in the current matter.) (f) Database creation and monitoring. (Do not plan, construct or implement any databases or electronic data compilations without prior written approval from the RLDA.) (g) Coordination of discovery. Timekeepers Hourly rates for partners, associates, paralegals and other timekeepers shall be set by agreement at the commencement of each engagement. Wal-Mart seeks to engage the most qualified counsel in each market area at reasonable costs. The Company generally imposes caps on timekeeper rates that are determined by competitive market conditions for similarly qualified law firms in the geographic area. In addition to consideration of rates charged by Outside Counsel, the Company pays particular attention to the efficiency of Outside Counsels work. Outside Counsel should make every effort to identify only those timekeepers who are required to perform work for Wal-Mart and request approval of rates for those timekeepers only. Outside Counsel should not seek approval or provide hourly rates for all the attorneys in their 30

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Wal-Mart Stores, Inc. ______________________________________________________________________________ firm or respective practice areas. The AGC-OCM will not approve the wholesale addition of large numbers of attorneys as timekeepers when there is no likelihood that the attorneys listed will do any substantive work on behalf of the Company. Request for Rate Increases Outside Counsel rate increase requests shall be prepared by the Relationship Partner (if your firm has not been formerly assigned a relationship partner, then such request shall be prepared by the senior partner responsible for the work). Simple rate adjustments resulting from the promotion of an attorney or other such routine rate adjustments need not follow this procedure but should be made in the form of a short letter to the AGC-OCM. Firm wide rate adjustments traditionally made annually and other office wide adjustments should follow the procedures outlined herein. The request should be in the form of a letter, on law firm stationary, addressed to the AGC-OCM. The letter requesting a rate increase should be reduced to a PDF or Microsoft Word document and attached to an email, but the request itself should not be in the form of an email. The letter should include all of the law firms legal professionals and office locations for which an increase is requested. The rate increase requests letter should address the following specifics: A summary of the firms relationship with Wal-Mart including a description of the kinds of matters for which the firm has provided representation. A summary of the rates the firm has charged for Wal-Mart work over the past five years. A description of each time the firm has made a rate increase request over the last five years, the dates and details of each request, whether the request was granted, and if an increase was granted how much the increase was for. A detailed justification for the rate increase. Be sure that the reasons you cite and the facts you provide support your rate increase and establish a business case to justify your request. Assurances that Wal-Mart is getting the firms most preferred rates. The names of the authorized law firm time keepers affected by the rate increase request, the current rate at which each bills for work and the suggested rate increase for each. The names of the Wal-Mart Legal Department attorneys with whom the firm has worked over the last two years. Rate increase request letters should be prepared, if at all, so that the same are received by the AGC-OCM at the beginning of the fourth quarter of Wal-Marts fiscal year (i.e. November 1). It is Wal-Marts policy that the rates established for representation should not, without significant justification, increase from year-to-year. Rate increase requests which are submitted the year following an approved rate increase will be strictly scrutinized. Wal-Mart reserves the right to deny rate increases in total or by line item. Any rate increase request that is approved will not be effective until the start of Wal-Marts next fiscal year (February 1).

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Wal-Mart Stores, Inc. ______________________________________________________________________________

INVOICING FOR DISBURSEMENTS AND EXPENSES Wal-Mart will reimburse Outside Counsel for reasonable, documented and itemized out-of-pocket disbursements and charges incurred on behalf of the Company, with the exceptions and limitations set forth in these Guidelines. Outside Counsels invoices to the Company should reflect the actual cost and should not include any markup. Wal-Mart is developing a preferred vendor program for services such as court reporting, legal research, reprographics, investigations, travel and national and local couriers. Outside Counsels participation in these programs may be required to achieve significant savings and, equally important, greater responsiveness and improved quality. Court Reporter Expenses Wal-Mart will reimburse Outside Counsel for actual costs incurred for court reporters and transcripts. We will pay for only one copy (electronic and hard) of a transcript. Outside Counsel should obtain the lowest possible charge for court reporting fees, including any possible volume discounts. If the Company has identified a preferred vendor for court reporting, Outside Counsel should use that vendor, if possible. Transcription expenses must identify the court reporter and the services provided (i.e., number of transcripts or pages, hard copies or tapes, etc.). Express Mail and Couriers The Wal-Mart Legal Department discourages the use of express mail and courier services for both cost and environmental reasons. When an alternative electronic means for exchange of documents (e.g., e-mail) is reasonably available, the Company will not pay express mail charges. If electronic or facsimile delivery is unavailable, the Company will reimburse Outside Counsel only for reasonable and necessary delivery charges. If Outside Counsel has a volume discount arrangement with a vendor, the Company should be charged on that basis unless it is requested that Outside Counsel use a Company-preferred vendor. Charges for time spent preparing express mail packages are part of Outside Counsels overhead and are not reimbursable. Fixed Assets Advance approval from the General Counsel for Wal-Mart Stores, Inc. is required for all equipment, computer, or other fixed asset purchases for which Outside Counsel will seek reimbursement, in whole or in part. An inventory of fixed assets that Outside Counsel have been wholly or partially reimbursed for by the Company should be maintained and forwarded to the Legal Department on a quarterly basis. Legal Research Outside Counsel is expected to be familiar with the basic substantive law at issue in the matter for which the firm was retained, and the Company should not generally be charged for this type of research. All other anticipated legal research should be addressed in the Budget. Legal 2596274 32

Wal-Mart Stores, Inc. ______________________________________________________________________________ research that is necessary in a particular engagement but not approved as part of the Budget must be approved by the appropriate RLDA before the research is commenced. Once approved, Outside Counsel must discuss the results of research or other analysis with the RLDA before such research or an opinion is formally committed to writing. This will often avoid the creation of a lengthy memorandum that proves to be of minimal utility. In those situations in which a decision is made not to prepare a formal memorandum of law or opinion, the RLDA may nevertheless request copies of completed work product. Unless approved by the Company, time should not be spent polishing research to satisfy this request. Unless Outside Counsel is advised to the contrary, all written work product resulting from legal research must be sent to the RLDA for retention and future use. Whenever possible, research should be provided electronically. If legal research benefits other clients, only the proportionate share of the cost should be billed to the Company. Electronic Research Wal-Mart will pay only for the actual time spent by Outside Counsel or other approved timekeeper conducting legal research. Fees charged by electronic or other research services, e.g. Lexis Nexus and West Law charges and fees, library fees or online connection charges, are considered general law firm overhead and are not reimbursable or chargeable to Wal-Mart. Office Supplies Wal-Mart will not pay for customary office supplies. Wal-Mart encourages our Outside Counsel to purchase office supplies from Wal-Mart stores, SuperCenters and Sams Clubs whenever practical. Printing, Photocopying and Scanning Wal-Mart will reimburse for pre-approved photocopying charges not exceeding $0.08 per page. Pre-approval must be obtained in writing from the RLDA. If the nature of the project makes an outside copying service more economical (preferred vendor arrangement) and confidentiality is not an issue, we expect Outside Counsel to make those arrangements. WalMart will not reimburse fees incurred by a timekeeper for printing or scanning. Postage Wal-Mart will not reimburse for routine postage. Facsimile Transmissions Wal-Mart will not pay for facsimile charges. Telephone Charges Wal-Mart will not pay for long-distance charges or other telephone charges for phone calls made at your office or place of business. Wal-Mart will pay for actual attorney time or 33

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Wal-Mart Stores, Inc. ______________________________________________________________________________ legal professional time spent on the phone conducting Wal-Mart business. The use of Air Phones during air travel will not be reimbursed unless an emergency situation can be demonstrated that justifies such use. Except under unusual circumstances approved in writing by the RLDA, the Company will not reimburse cellular telephone charges. Third-Party Services The approval of the RLDA must be obtained in writing prior to retaining any third-party services other than legal-process servers and court reporters. This section and these Guidelines do not apply to the retention of expert witnesses. Please consult the RLDA regarding retention and management of expert witnesses. Outside Counsel shall be responsible for ensuring that there are no conflicts between any third party and the Company. In addition, all arrangements with third-party vendors should include an appropriate undertaking of confidentiality. The fee and disbursement policies as outlined in these Guidelines shall be followed by third parties. It is Outside Counsels responsibility to confirm that all third-party billings are in compliance with these Guidelines. When appropriate, please distribute and/or review these Guidelines with third-party vendors. Invoices from third-party vendors should be paid directly by Outside Counsel, incorporated into Outside Counsels invoice to the Company and should include the appropriate detail and disbursement codes. Copies of third-party invoices may be requested by the Company and should be retained in accordance with Internal Revenue Service Guidelines. There may be times when it would be more appropriate for the Company to pay a third-party vendor directly. If a single invoice from a third party vendor is more than $5,000 (five thousand dollars) Outside Counsel may choose to request an exception to the general rule described herein and ask the Company to pay the invoice directly. This is not the Companys preferred method for dealing with third party invoices and should be requested only sparingly. In these circumstances, after consultation with the RLDA, the invoice should be emailed to legalinvoices@walmartlegal.com and a completed exception form (Exhibit H) should be emailed to the RLDA . Alternatives to Travel Encouraged Alternatives to travel such as conference calls or videoconferences are strongly encouraged and should be used by Outside Counsel whenever practicable. Air Travel All air travel must be first approved by the RLDA and should be anticipated by Outside Counsel and taken into consideration in the preparation of the Budget. Unless an exception is specifically approved in advance, the Company will not reimburse airfares that exceed the standard coach fare for air travel. It is expected that Outside Counsel will take advantage of any available discounts. Travel time may be billed to the Company at the full hourly rate only if the timekeeper in question actually worked on Company matters while traveling and a description of the work is provided. Otherwise, travel time shall be billed at a rate not exceeding 60% of Outside Counsels regular rate, unless a different rate has been previously set by agreement. 2596274 34

Wal-Mart Stores, Inc. ______________________________________________________________________________ Automobile Travel Automobile travel, in excess of two hours per round trip, should be first approved by the RLDA and should be anticipated by Outside Counsel and taken into consideration in the preparation of the Budget. Automobile travel shall be billed at a rate not exceeding 60% of Outside Counsels regular Company rate, unless a different rate has been previously set by agreement. Wal-Mart will reimburse Outside Counsel for automobile travel (necessitated by Company business) at a rate not exceeding the prevailing I.R.S. allowed mileage rate for business travel (unless a lesser rate is negotiated). Local automobile travel (less than 30 miles one way) will not be reimbursed by the Company. The Company will reimburse the actual costs of taxicab, train, or bus travel necessitated by Company business and not part of Outside Counsels commuting cost. Hotels Wal-Mart has negotiated preferred rates with many hotels around the United States. A list of our Preferred Hotels accompanies these Guidelines as Exhibit S. When traveling on Wal-Mart business, Outside Counsel are requested to stay at one of the Companys preferred hotels and to ask for the Wal-Mart corporate rate when reserving rooms. At times, and in certain locations, use of a preferred hotel may not be practical or efficient. In those instances, the Company expects Outside Counsel to exercise good judgment in obtaining accommodations at reasonable rates. If Outside Counsel has a preferred arrangement at a hotel for a comparable or lower rate, it should be used. Business class accommodations are acceptable; suites, concierge, club level or other premium rooms are not permitted without prior approval of the RLDA. The Company will not reimburse personal expenses such as in-room movies, laundry/dry cleaning, health clubs, or salon services. Meals Wal-Mart will not reimburse Outside Counsel for meals unless a particular meal is necessitated by travel for Company business and is reasonable in cost. Reimbursable meals must be substantiated in records maintained by the firm by (a) an itemized receipt reflecting the items consumed, the date, the location, the name of the establishment and (b) a statement from the person submitting the invoice of the names of the persons present and the nature of the Company business necessitating the meal. The Company will not reimburse Outside Counsel for time, meals, entertainment and other disbursements associated with client development and client/witness relations, including entertainment of other counsel or refreshments served during meetings, depositions, etc., except in exceptional circumstances and where approved in advance in writing by the RLDA. Under no circumstances will Wal-Mart reimburse for alcoholic beverages. Expense Reimbursement To ensure compliance with Wal-Marts reimbursement policies, all firms are requested to require itemization of out-of-pocket expenses such as airline tickets, meals and hotel bills, including original receipts before making reimbursement to any partner, employee or third party. 2596274 35

Wal-Mart Stores, Inc. ______________________________________________________________________________ We require that the Relationship Partner approve all expense statements relating to Company matters. Travel and meal expenses and receipts may be audited and shall be retained by Outside Counsel in accordance with current Internal Revenue Service guidelines. Unless requested to do so by the RLDA, Outside Counsel should not forward copies of travel and meal expense receipts to the Company with the firms invoice. NON-BILLABLE TIME The following examples are not all-inclusive but represent many items for which Wal-Mart will not reimburse Outside Counsel: (a) Time spent preparing invoices, completing time slips or resolving billing questions. (b) Time spent by paralegals performing clerical, secretarial or administrative work. (c) Time spent by attorneys performing paralegal work. (Wal-Mart requires assignment of tasks to the lowest acceptable level for efficient, competent service. Compensation will be adjusted to the lowest acceptable level determined to be appropriate by the RLDA.) (d) Time training a new staff member, attorney or paralegal or time incurred as a result of staffing changes made by Outside Counsel. (e) Time spent on staffing issues. (An exception will be made for senior attorneys or the relationship attorney when assigning staff as part of the initial staff plan.) (f) File creation, organization and maintenance, including data entry, input of project or matter information in Outside Counsels financial billing system or litigation support system, labeling, binding, indexing and sorting documents, reorganizing, re-filing and storage preparation, document disposal and retrieval of documents. (g) Internal conferences. (Intra-office conferences are considered an internal law firm management tool. However, at the discretion of the RLDA, conference charges may be paid where the conference adds value to the case, project or matter or results in cost-effective management of the matters assigned to Outside Counsel. All conferences that are billed must be pre-approved by the RLDA and described in detail in the invoice. ) (h) Other administrative support services such as those performed by library and computer or information systems. (i) Meals, unless necessitated by Wal-Mart business. non-billable.) (Time spent eating is

(j) Time or expenses in connection with continuing legal education.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ INVOICING PROCEDURES Invoices will be accepted by Wal-Mart by two processes: traditional paper invoices and electronic invoices. All Outside Counsel are expected to use Wal-Marts electronic billing processes and, with a few limited exceptions, all Outside Counsel who perform legal services for Wal-Mart will be required to use Wal-Marts electronic billing processes beginning in early 2007. Traditional Paper Invoices All invoices shall be sent via email to the Wal-Mart Legal Departments Invoice Payment Section: legalinvoice@walmartlegal.com. The timing and content of invoices submitted by Outside Counsel must follow these requirements: (a) Original invoices should be submitted monthly. (b) Invoices should be received no later than 30 days after the end of a billing period. (c) Wal-Mart has the right to withhold payment for any portion of the invoice that the Company determines is not in compliance with these Guidelines. (d) Wal-Mart has adopted the ABA Litigation, Counseling, Project and Activity Task and Expense Codes. Outside Counsel must use these code sets on all matters for all timekeeping and disbursement entries (Exhibit R; Exhibit T). (e) Multi-matter invoices shall not be submitted except for general matters that are previously approved by the RLDA. (f) Every invoice shall be printed on Outside Counsel letterhead and include the following details: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) Outside Counsel's federal tax identification number; Invoice date; Invoice number; Wal-Mart matter number (LawPack / Team Connect number); CMI claim number, if applicable; Outside Counsel matter number; Matter name (please provide the full name of the matter); The date the service was performed; The name of the timekeeper performing the service; A clear and specific description of the service performed; An appropriate task code for each time entry; The amount of time spent performing the service; 37

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Wal-Mart Stores, Inc. ______________________________________________________________________________ (xiii) (xiv) (xv) The rate of the timekeeper performing the service; The total cost of each time entry; A timekeeper summary reflecting the total time spent by each timekeeper on the matter for the billing period, the hourly rate and the total amount charged. (This summary should list each individual timekeeper by category (i.e., partner, associate, paralegal and other) with a subtotal of hours and amount by category.); Disbursement summary listing expenses for each matter by expense code, date, description and cost with a subtotal of amount by expense code. Certain expense codes require detailed disbursement information. Please refer to Exhibit T. Descriptions must provide sufficient detail to allow for determination of reimbursement in accordance with these Guidelines, e.g., the invoice should specify the number of photocopies made as well as the charge for the copies. Outside Counsel case managers name. Wal-Mart case managers name.

(xvi)

(xvii) (xviii)

(h) Final invoices should be submitted promptly after the matter is concluded and should clearly indicate on the face of the invoice that it is the final invoice for the matter. Electronic Invoicing Law Firms are expected to submit invoices through Wal-Marts electronic invoicing system utilizing the Sharedoc product. Sharedoc is a subscription service that allows Outside Counsel to submit invoices using a web based system. The invoice information submitted electronically by Outside Counsel is synced with Wal-Mart matter information. The electronic invoices are reviewed by the RLDA and approved for payment. There is a minimal cost associated with the Sharedoc subscription which must be borne by the law firm. Subscribing to and Using the Sharedoc Service To subscribe to Sharedoc please contact the AGC-OCMs administrative assistant to begin the process. The law firm may produce any file format supported by DataCert. These formats include LEDES 1998(B), DCH, and Peerpoint. If the firm is unable to produce a file in one of these formats please work with your Sharedoc Implementation Coordinator for possible options. The following procedures and rules will apply when submitting invoices using Sharedoc: Paper invoices will not be required or accepted for electronically submitted invoices.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ Wal-Mart requires that each fee line item have a UTBMS task code or custom Wal-Mart code assigned. The UTBMS code sets allowed are: Litigation, Bankruptcy, Counseling and Projects. These codes can be found in Appendix A. The LINE_ITEM_ACTIVITY_CODE is not required, however if an activity code is present it must be a valid UTBMS Activity Code. Invalid Activity codes will cause the file to fail. Wal-Mart requires that each expense line item have a UTBMS or custom WalMart expense code assigned. A list of the custom codes is in Appendix A. o Reimbursable copies (E101) may not be billed in excess of $.08 per page. Outside Copying may be billed to E201 and Oversize Copying to E301 o Expense Items may not be billed for Online Research (E106). Invalid task and expense codes will cause the file to fail. INVOICE_DATE cannot be more than 45 days older than the date of submission. The BILLING_ START_DATE must be provided. This should be the first day of the billing period. This date must occur prior to the BILLING_END_DATE. The BILLING_END_DATE must be provided. This should be the last day of the billing period. The BILLING_START_DATE and BILLING_END_DATE cannot be the same date. The BILLING_END_DATE cannot occur more than 120 days prior to the date of invoice submission. The billing period (difference between BILLING_START_DATE BILLING_END_DATE) cannot exceed 95 days. and

The LINE_ITEM_DATE should fall between the BILLING_ START_DATE and the BILLING_END_DATE. When a final invoice for a matter is submitted, the words FINAL INVOICE should be populated in the INVOICE_DESCRIPTION field. All TIMEKEEPER_IDs must match those previously reconciled with the client. Wal-Mart requires that its CLIENT_MATTER_ID field. reference number be populated in the

All fee items must have a TIMEKEEPER_ID provided.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ The Timekeeper rate charged by each individual timekeeper must match the WalMart approved rate list for the Firm. Wal-Mart requires that the vendor id be present on the invoice rather than the tax id number. DataCert will automatically populate this for firms. Multiple vendor ids will not be assigned to the firm by the client. Wal-Mart requires that the invoice total correctly. This means the sum of the Invoice LINE_ITEM_TOTAL amounts must equal the INVOICE_TOTAL amount. If these amounts do not match an error will occur LINE_ITEM_TOTAL must equal the following:
LINE_ITEM_NUMBER_OF_UNITS + LINE_ITEM_UNIT_COST * LINE_ITEM_ADJUSTMENT_AMOUNT.

Examples for this are below:

LINE_ITEM_ UNIT_COST 100.00 100.00 0.20

* * * *

LINE_ITEM_ NUMBER _OF_UNITS 2 2 100

+ + + +

LINE_ITEM_ ADJUSTMENT _AMOUNT -50.00 0.00 -10.00

= = = =

LINE_ITEM_TOTAL 150.00 200.00 10.00

E106 (online research) will not be allowed. Use of E106 will cause the file to be rejected. Photocopies (expense code E101) cannot LINE_ITEM_UNIT_COST exceeding $.08 per page. be charged at a

All other LEDES fields must be completed per the LEDES specification. The following diagram outlines the process flow for submitting invoices electronically through Sharedoc once the firm is set up to do so.

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Wal-Mart Stores, Inc. ______________________________________________________________________________

COMMON INVOICING ISSUES The following table outlines a list of common occurring issues while submitting invoices electronically through the online Sharedoc system and the actions that may help in the resolution.

No 1.

Situation / Error Message Need directions on how to get set up on the ebilling process with Sharedoc Matter id for the invoice is not known

Possible Cause

Resolution Contact AGC-OCMs Administrative Assistant for guidance. Contact the Case Manager on either side (Law Firm and WalMart) to obtain the correct Matter Id.

2.

3.

Vendor is not authorized The Firm is not attached Contact the Case Manager at to bill on the matter to the Matter in the WM Wal-Mart to have them assign system the firm to the Matter and submit the invoice after 2 days.

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Wal-Mart Stores, Inc. ______________________________________________________________________________ 4. TimeKeeper invalid Rate is The rate on the invoice does not match the rate in the WM system or the TimeKeeper ID is for another timekeeper with a different rate. Mismatch between the ID that is being submitted and the one that is in the WM system. The Matter ID is incorrect or matter id was not provided while inputting the information in Sharedoc. Confirm that the timekeeper id is for the timekeeper with that rate. Contact AGC-OCMs Administrative Assistant for guidance. Confirm that the timekeeper id is valid. Contact AGC-OCMs Administrative Assistant for guidance. Confirm that a Matter ID was entered in the Sharedoc system and Confirm with the Case Manager that the matter id is correct

5.

TimeKeeper ID is invalid

6.

Matter Id Not Found

7.

Matter Id Not Found

The matter is not set up Confirm with the Case Manager for billing in the WM that the matter is set up for system. billing. The matter may have Confirm with the Case Manager been closed for more than that the matter is open or has 180 days. been closed within the last 180 days. If the matter has been closed for over 180 days then the invoice needs to be submitted manually. Send the manual invoice to LegalInvoice@walmartlegal.com Invoice has to be submitted manually to LegalInvoice@walmartlegal.com Contact the Case Manager for details on invoice adjustments and rejections. Contact the Case Manager for status of approval. Send an email question to LegalInvoice@walmartlegal.com

8.

Matter Id Not Found

9.

Invoice is over 180 days old. Need to know why an invoice was adjusted or rejected Need to know status on invoices submitted successfully but not paid Need to know status on Manual Invoices

10.

11.

12.

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Appendix A Exhibits to OUTSIDE COUNSEL GUIDELINES

Exhibit Chart
Engagement Letter Acknowledgement of Wal-Mart Outside Counsel Guidelines Conflict Waiver Request Letter Wal-Marts Principal Subsidiaries Examples of Wal-Mart Competitors Outside Counsel Confidentiality Agreement Information Security Guidelines for Outside Counsel Exception Approval Form Case Management Report Early Case Assessment Information Request Form Budget (Litigation) Budget/Actual Analysis (Litigation) Discovery Request Form Deposition Request Form HIPPA Forms Management Plan (Non-Litigated Matters) Budget (Real Estate) Task Codes (Real Estate) Preferred Hotel List ABA Approved Task Codes A B C D E F G H I J K L M N O P Q R S T

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EXHIBIT A

ENGAGEMENT LETTER

Date PRIVILEGED & CONFIDENTIAL Attorney Name Wal-Mart Stores, Inc. Wal-Mart Legal Department 702 S.W. 8th St. Bentonville, AR 72716-0215 Re: Full Matter Name Wal-Mart Matter Number

Dear Mr. or Ms. Wal-Mart Attorney: This letter confirms that Name of Firm (the Firm) has been engaged to represent WalMart Stores, Inc. and its subsidiaries and affiliates (collectively the Company) in the abovereferenced matter. The purpose of this engagement letter is to set forth our mutual understanding as to the scope and terms of the Firms representation of the Company. Name of Firm Attorney is designated as the Firm attorney primarily responsible for the representation of Wal-Mart in this matter. Name of Wal-Mart Attorney is designated as the responsible Legal Department attorney for the Company for this matter. The Name of Firm Attorney may be contacted as follows: Name of Firm Attorney Firm Name Address 1 Address 2 City, State Zip Code Direct Dial: phone Facsimile: fax Electronic Mail: email The hourly rates and the designated Firm professionals for this engagement are set forth on the attached Schedule 1. When it is in the best interest of Wal-Mart to do so and with the written approval of the responsible Legal Department attorney, other firm lawyers, paralegals and law clerks may provide various professional services on behalf of the Company.

2356258

My signature below confirms that all of the Firm professionals who will be performing work for the Company on this matter have read the Wal-Mart Outside Counsel Guidelines and that the Firms representation of the Company shall in all respects be governed by and comply with the Guidelines. The Firm also acknowledges that it has undertaken a thorough check for actual or potential conflicts that may arise from the Firms representation of the Company and that all conflicts have been disclosed to the responsible Legal Department attorney. The Firm may terminate this engagement by notifying the responsible Legal Department attorney in writing. Conversely, Wal-Mart may terminate the engagement by notifying the Firm in writing. Sincerely,

NAME OF FIRM WAL-MART STORES, INC. By: Name: Title: Date:

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SCHEDULE 1

RATE SCHEDULE
DESIGNATED HOURLY RATES Firm Attorney Name 1 Firm Attorney Name 2 Firm Attorney Name 3 HOURLY RATES Senior Partners Junior Partners Senior Associates Junior Associates Paralegals Law Clerks DISBURSEMENTS* Facsimiles Outgoing local Outgoing long distance Incoming Photocopies Long distance Third-party disbursements Express mailing, couriers Routine postage Travel and meals Automobile mileage reimbursement * Subject to restrictions set forth in the Outside Counsel Guidelines. No charge Actual toll charge $.08 per page $.08 per page Actual cost Actual cost Actual cost No charge Actual cost per mile range of rates range of rates range of rates range of rates range of rates range of rates Attorney Rate 1 Attorney Rate 2 Attorney Rate 3

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SCHEDULE 2

OUTSIDE COUNSEL INFORMATION SHEET

OUTSIDE COUNSEL FIRM INFORMATION Outside Counsel Firm Name: Outside Counsel Firm Address:

Outside Counsel Firm Telephone No.: Outside Counsel Firm Facsimile No.: Outside Counsel Firm Web Page Address: Outside Counsel Firm Martindale-Hubbell Rating: Outside Counsel Firm Office Locations:

No. of Firm Partners: No. of Firm Associates: No. of Female Attorneys: No. of Female Partners: No. of Minority Attorneys: No. of Minority Partners: RELATIONSHIP ATTORNEY INFORMATION Name: Office Address:

Office Telephone No.: Wireless Telephone No.: Home Telephone No.: E-mail Address: Assistant Name: Assistant Telephone No.: Assistant E-mail Address: 2356258

MANAGING PARTNER ATTORNEY INFORMATION Name: Office Address:

Office Telephone No.: Wireless Telephone No.: Home Telephone No.: E-mail Address: Assistant Name: Assistant Telephone No.: Assistant E-mail Address:

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EXHIBIT B

ACKNOWLEDGMENT OF WAL-MART OUTSIDE COUNSEL GUIDELINES

We have reviewed the Wal-Mart Outside Counsel Guidelines. A copy has been provided to all attorneys who work on Wal-Mart matters as well as our billing department. Exceptions to these Guidelines, if any, have been discussed with the Assistant General Counsel Outside Counsel Management and any agreed-upon exceptions to these Guidelines have been identified and approved using the Exception Approval Form contained herein (Exhibit H). I understand that only the Assistant General Counsel Outside Counsel Management may approve exceptions and that if additional exceptions arise, I am required to obtain written approval from Assistant General Counsel Outside Counsel Management. Exceptions: Outside Counsel Firm Name By Name Title Date WAL-MART STORES, INC. By Name Title Date

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EXHIBIT C

CONFLICTS WAIVER REQUEST LETTER

Date PRIVILEGED & CONFIDENTIAL Name Title Outside Counsel Management Wal-Mart Stores, Inc. Wal-Mart Legal Department 702 S.W. 8th Street Bentonville, AR 72716-0215 Re: Full Matter Name Wal-Mart Matter Number

Dear Mr. or Ms. Name: [Law Firm Name] has been asked to represent Wal-Mart Stores, Inc. (Wal-Mart) in connection with the above referenced matter. [In the course of our representation of Wal-Mart in this matter,] [After conducting a routine conflicts check upon being engaged in this matter,] it has come to the firms attention that there exists [an actual] [a potential] conflict of interest between Wal-Mart and another one of [Law Firm Name] clients, [other clients name]. Since we anticipate representing both Wal-Mart and [other clients name] in future matters, we must notify you of the [actual] [potential] conflict and request a waiver by both Wal-Mart and [other clients name]. Pursuant to Wal-Marts Outside Counsel Guidelines, we have included a summary of our analysis concerning this conflict in the pages that follow and request that Wal-Mart formally waive the described conflict. Our analysis of the facts surrounding the conflict and applicable legal precedent, as well as our analysis of the relevant code of professional responsibility or rules of professional conduct, mean that we can confidently make the following representations concerning this matter: The matter is not related to, does not arise out of, and will not result in a litigated matter; The matter involves an area of practice in which the law firm does not represent and has not represented Wal-Mart; The law firm has not learned anything through its representation of Wal-Mart that is substantially related to the subject matter of the representation of [other clients name];

It appears that the representation of [other clients name] will not adversely affect the relationship between Wal-Mart and the law firm or dilute the law firms loyalty to and zeal in its representation of Wal-Mart; [Other clients name] is a pre-existing client of the law firm in the practice area for which the waiver is sought; Failure to grant the waiver would cause an unreasonable hardship for [other clients name] in as much as [insert brief explanation]; It appears there is no chance of the parties becoming fundamentally antagonistic, or that Wal-Marts interests could in any way be prejudiced; The law firm agrees that it will withdraw completely from the matter if litigation ensues between Wal-Mart and [other clients name] or if Wal-Mart subjectively believes that the parties have become fundamentally antagonistic, or that it will suffer prejudice; Any waiver by Wal-Mart in no way waives the law firms duty to keep confidential all information about Wal-Mart that was or is obtained during the representation of the Company; and Wal-Mart and [other clients name] consent to the waiver.

We appreciate Wal-Marts consideration of this conflict waiver request. Should there be a material change in the nature of the above referenced matter or any of the facts relevant to this request, we will immediately inform Wal-Mart in writing and discuss the new facts with you. If you have any questions or concerns regarding this request, please do not hesitate to call. Thank you. Very truly yours,

[Relationship Partners name and signature]

Wal-Mart Stores, Inc.

By: __________________________________ Mr. Thomas Mars Executive Vice President and General Counsel Date: _______________

CONFLICTS WAIVER REQUEST LETTER

Relevant Facts and Discussion Identity of the Other Client: Specific work being performed for [other clients name]: Specific type of work performed by [law firm name] for WalMart: Specific description of the adverse representation: [Law firms name] attorneys performing work for WalMart: [Law firms name] attorneys performing work for [other clients name]: Impact on [other clients name] if Wal-Mart fails to grant the waiver: Summary analysis of conflict under relevant code of professional responsibility or rules of professional conduct: Internal steps taken to create a firewall between the firms affected legal professionals: Responsible Wal-Mart InHouse Counsel potentially affected by the waiver request: Whether [other clients name] consented to waiver:

EXHIBIT D

Wal-Marts Principal Subsidiaries

Wal-Mart Stores, Inc. Wal-Mart Stores East, L.P. Sam's West, Inc. Sam's East, Inc. Sam's Real Estate Business Trust Wal-Mart Stores Texas, LP Wal-Mart Louisiana, LLC Walmart.com USA, LLC Wal-Mart Property Company Wal-Mart Real Estate Business Trust WMGS Services, LLC ASDA Group Limited The Seiyu, Ltd. Wal-Mart de Mexico, S.A. de C.V. Wal-Mart Centro America Sonae Distribuio Brasil S.A. Bompreo S.A. Supermercados do Nordeste Beaver Lake Aviation, Inc. Benchmark Realty Advisors, Inc. Benchmark Resources, Inc. Blueleaf Investments, Inc. Broadleaf Investments, Inc. Broadstreet Insurance Company Broadstreet Financial Services, Inc. Claims Management Inc. CMA-USA, L.C.

CST MMV, LLC Global Sourcing, Inc. Green River Spirits, LLC MCLM III, LLC MCLM IV, LLC North Arkansas Wholesale Co., Inc. Quality Licensing Corp. Temple Beverages, Inc. Wholesale Parts & Equipment, Inc.

EXHIBIT E Examples of Wal-Mart Competitors

This list is for illustrative purposes and is intended only to provide some examples of Wal-Mart competitors in the United States. This list is not exhaustive. Any questions concerning whether a client of Outside Counsel would be considered a significant competitor should be directed to the responsible Legal Department attorney. A&P Affiliated Foods Albertsons Best Buy Bi-Lo BJs Wholesale Brookshire Brunos Costco Dillards Dillion Food Stores Dollar General Family Dollar FederatedHome Depot Fleming Giant Food Harvest Foods HEB Home Depot Hy-Vee
J.C. Penny

Limited Lowes Marshall Fields May Dept. Store Mervyns Price Chopper Publix Ralphs Riser Foods Safeway Saks Inc.Sears Save-A-Lot SearsShopko ShopkoTarget Stater Brothers Stop & Shop Super Valu Target The Gap TJX Corp. Tesco Vons Walgreens Wegmans Whole Foods Winn-Dixie

Jewel Jitney Jungle K-Mart Kohls Kroger

EXHIBIT F WAL-MART STORES, INC. OUTSIDE COUNSEL CONFIDENTIALITY AGREEMENT

Wal-Mart Stores, Inc. and its subsidiaries and affiliates (collectively the Company) has provided or will provide to Firm Name (the Recipient) information that is not available to the general public in connection with the Recipients providing legal or other professional services to the Company. As used herein, Confidential Information means all data, reports, interpretations, forecasts and records containing or otherwise reflecting information concerning the Company and its affiliates and subsidiaries that is not available to the general public and is provided to Recipient by the Company, orally, in writing, electronically or otherwise, in the course of its dealings with the Company, together with all analyses, compilations, studies or other documents, whether prepared by Recipient or others, that contain or otherwise reflect such information. Recipient agrees to hold confidential and not disclose, and will cause its employees, officers, directors, affiliates and other representatives (collectively, Representatives) to hold confidential and not disclose, all Confidential Information except to the extent that such disclosure (a) has been consented to by the Company or (b) is required by law, regulation, supervisory authority or other applicable judicial or governmental order. Notwithstanding the foregoing, the term Confidential Information does not include information that (a) was or becomes generally available to the public other than as a result of an unauthorized disclosure by Recipient or its Representatives, (b) was or becomes available to Recipient on a non-confidential basis from a source other than the Company or its advisors, provided that such source was not known by Recipient to be bound by any agreement with the Company to keep such information confidential, (c) was already in Recipients possession prior to disclosure hereunder or (d) is independently developed by Recipient. All Confidential Information, together with any copies thereof, shall, upon the request of the Company, be returned to the Company. This agreement is governed by the laws of the State of Arkansas without regard to conflict of laws principles. In connection with your representation of (or providing professional services to) the Company you may have access to material non-public information about Wal-Mart or certain suppliers to the Company. The Recipient confirms that federal and state securities laws prohibit the Recipient from trading in a companys securities while in the possession of material nonpublic information regarding the Company. The Recipient further confirms that information obtained during the representation of, or while providing professional services to, the Company may constitute material non-public information. The Recipient irrevocably agrees not to trade any Company securities during any period in which the Recipient possesses material non-public information.

This agreement may be executed in counterparts. Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this agreement. Accepted and agreed to this day of month, year. WAL-MART STORES, INC. By: Name: Title: Date:

OUTSIDE COUNSEL FIRM NAME By: Name: Title: Date:

EXHIBIT G WAL-MART STORES, INC. INFORMATION SECURITY GUIDELINES FOR OUTSIDE COUNSEL
The following guidelines are intended to ensure that information involving Wal-Mart Stores, Inc. and/or its subsidiaries and affiliates (collectively the Company) matters are available only to authorized individuals who need it to perform legal services for the Company. I. Personnel Policies and Procedures

Permanent employees, temporary employees and subcontractors may be required to sign confidentiality agreements in a form approved by the Company. The Outside Counsel firm shall have in place policies sufficient to alert the firm to potential conflicts and security risks. Subcontractors are required to certify that sufficient checks have been completed on their employees to avoid conflicts of interest or security risks. A copy of these guidelines must be provided to all employees who work with information involving Company matters. The relationship partner is responsible for ensuring that the guidelines are observed. II. Building and Office Access

Access to offices and work areas should be restricted to employees through the use of reasonable security measures. A list of those authorized access must be periodically reviewed. Keys, duplicate cards or cards issued to former employees or contractors must be retrieved or deactivated (or locks changed). The Outside Counsel firm must verify that access privileges to restricted areas are commensurate with the job functions of the person to whom such access is granted. Network file servers and consoles should be reasonably secured, with access limited to authorized employees. Network and mainframe backup storage media should be catalogued and stored in a locked fireproof safe. III. Computer Security A. Personal Computers

Boot-up and hard drive password protection software must be installed and enabled on all personal computers. Users may not share passwords.

All desktop computers must have screensaver password protection software installed and enabled. Such protection must be triggered automatically at intervals of no greater than twenty minutes, and users may not be permitted to disable the function. User IDs and passwords may not be hard-coded into laptop computers used for remote dial-in, nor may they be documented in any manner. Personal computer hard drives and disks must be erased prior to disposal. If a firm issues a laptop computer to an employee for temporary use, data on the computers hard drive must be erased (or saved, if required, and appropriately maintained) before the computer is issued to any subsequent user. B. 1. Networks IDs and passwords

A formal process is required to assign and approve user IDs and separate passwords for network access, electronic mail (e-mail) and dial-in access. Passwords must expire periodically and must contain a minimum of six characters that are not easily guessed. Users must be locked out of networks after three unsuccessful logon attempts, and such lock-outs must be monitored and investigated. Guest and temporary IDs may not be used, and users may not share IDs or passwords. Inactive user IDs must be disabled or deleted. IDs of terminated users must be deleted within twelve hours. Network system parameters must be set to enforce the standards for password length and expiration, and may allow only one concurrent logon connection. 2. Other Administrative Matters

Security administration software must be installed on network systems, and reports are required to be reviewed monthly to ensure compliance with network policies. Network supervisor privileges must be limited to a small number of super-users. Access to local area networks from value-added networks and the Internet must be prevented through the use of properly configured firewalls. Back-up storage and recycling schedules must be designed solely to facilitate short-term disaster recovery, and adherence to schedules must be monitored closely. Damaged or obsolete media must be disposed of securely through shredding or other form of permanent destruction. Anti-virus software must be installed on network servers and configured to identify and destroy viruses automatically.

IV.

Paper Documentation

Documents involving confidential, proprietary or non-public Company matters must be stored in locked cabinets or rooms accessible only to authorized users. They must never be left unattended in open view. Such documents may be photocopied only by authorized individuals under appropriate supervision, and those individuals must ensure that pages reflecting confidential information are not left on copy machines or other inappropriate locations. Employees working with such documents must not copy or circulate them unnecessarily and may circulate them only in sealed envelopes or boxes. Employees must exercise care to avoid disclosure of confidential information when transporting such documents or working with them in public places such as airports, planes or hotels. V. Telecommunications A. Electronic Mail (e-mail)

Confidential, proprietary or non-public information involving Company matters may not be transmitted over the Internet to third-parties, except as specifically authorized by the Outside Counsel Guidelines. E-mail communications regarding the Company matters must be clear, complete and concise, and must bear a conspicuous legend indicating any applicable privileges. E-mail messages received from the Company Legal Department may not be forwarded or edited without prior permission from the sender. B. Facsimiles

Use of facsimiles is strongly discouraged. Documents should be scanned and emailed. In the event the use of facsimiles becomes necessary, the sender of facsimile containing confidential information must notify intended recipients by telephone prior to transmission and verbally confirm receipt. Appropriate measures must be taken to retrieve misdelivered facsimiles. Facsimile cover sheets must always contain language advising unintended recipients that the message is private; that use, copying or dissemination of the information is prohibited by law; and that the sender must be notified if the message is received in error. Care must be exercised when transmitting confidential information by fax. Such transmissions must be person-to-person; confidential information may never be transmitted to a shared facility where it may be viewed by an unauthorized person. Employees sending faxes must not leave documents unattended on fax machines, either before or after transmission.

C.

Cellular and Public Telephones

Cellular telephone transmissions may be susceptible to easy interception; they may not be used for highly confidential communications unless network security has been verified. When using public telephones, callers must take precautions to avoid being overheard. VI. Travel Security

Users of Company information must always ensure that documents, diskettes and laptops are secured during transit. When traveling with colleagues, caution must be exercised when discussing Company issues so as not to be overheard by persons nearby. VII. Security Breaches

All breaches of security shall be reported immediately to the responsible Legal Department attorney.

EXHIBIT H OUTSIDE COUNSEL GUIDELINES EXCEPTION APPROVAL FORM

To: From: Re: Name: Assistant General Counsel Outside Counsel Management Outside Counsel sending it in LP# Wal-Mart matter name

In connection with the matter noted above, a request is made for a waiver of the existing guidelines to allow for (please describe exception):

Payment of invoice # services: ).

from third party (name that needs to be on the check) for special services covering (date of

Third partys tax id #, address, and phone #. Name: Tax ID # ____________ Address: ___________ Phone # _______________________ ______ ______ ______

Financial Impact Please provide an estimate of the incremental cost associated with this request: Amount of invoice:

Approval: (Assistant General Counsel Outside Counsel Management) Date:

EXHIBIT I CASE MANAGEMENT REPORT

Summary (one page maximum) Case Name Team Connect Number Date of Report: 90 day Quarterly Update Responsible Wal-Mart Attorney Outside Counsel Firm/Assignment Date Assigned Professional Direct Phone Email Hourly Rate Date and Type of Last Report: m/d/y 90 day Quarterly Update

Date Filed and Location Court and Judge Discovery Deadline Summary Judgment Deadline Trial Date Current Stage of Litigation Claim(s) Damages Alleged Facility Number and Location Brief Description of Facts including incident date Settlement Authority/Date Extended Wal-Marts Settlement Offer/Date Extended Plaintiffs Demand/Date of Demand Chance (%) of Favorable Verdict Expected Verdict Range Reasonable Settlement Value Fees/Expenses Billed to Date Budgeted Amount NOTE: If this is an update to an existing report, please highlight any changes from the previous report.

Factual Background 1. Parties Name and Brief Background: a. b. c. 2. 3. 4. 5. Plaintiff(s): Defendant(s): Expert(s):

Plaintiffs Allegations: Detailed Statement of Facts (based on our investigation): Significant Factual Issues: Witnesses Name and Anticipated Testimony: a. b. c. Plaintiffs: Defendants: Experts: Legal Background

1.

History of Litigation: a. b. Current Status of Litigation: Key Events/Dates in Litigation:

2.

Date/Time Period of Incident: Was lawsuit filed within applicable limitations period?

3.

Venue: Are venue and jurisdiction proper? Is the case removable?

4. 5. 6. 7.

Is the proper Wal-Mart entity named? Defenses and Applicable Law: Significant Legal Issues: Significant Evidentiary Issues:

Damages and Exposure 1. 2. Verdict Exposure Range: Plaintiffs Damages Type (including attorney fees), Amount, and Rationale for Calculation a. b. 3. 4. 5. 6. Claimed Damages: Our Assessment of Damages (enhanced, punitive, caps):

Sources of Contribution, Indemnity, or Insurance Coverage? Likelihood and impact of injunctive relief: Chance of Favorable Verdict: Budgeted Amount: $
%

Fees/Expenses Billed to Date: $ Additional Case Assessment

1. 2. 3. 4. 5. 6.

Evaluation and Brief Biography of Judge: Evaluation and Brief Biography of Plaintiffs Counsel: Evaluation of Jurisdiction/Jury Pool: Other Unique Legal Issues (Class or pattern and practice allegations? Potential for Sanctions?): Public relations considerations: Specific Actions: a. b. c. d. e. Active discussions with opposing counsel: Demand for settlement package: Voluntary exchange of information: Concession of facts and arguments: Limited discovery to facilitate resolution: Counterclaims? Cross-claims?

7.

If any early case assessment and resolution efforts have not been pursued, please explain:

Settlement Recommendation 1. 2. Settlement History: Recommendation for Settlement: a. b. Reasonable Settlement Value: $ Rationale: Litigation 1. Litigation Strategy: a. b. Recommendation for Handling of Litigation: Likelihood of Dismissal or Summary Judgment: What steps are necessary to achieve that dismissal? 2. 3. 4. Discovery plan: Pretrial motions and likelihood of success: Trial Strategy and likelihood of success: Quarterly Action Plan [Intentionally left blank to be completed by Outside Counsel]

EXHIBIT J EARLY CASE ASSESSMENT INFORMATION REQUEST FORM

WAL-MART LEGAL DEPARTMENT Attorney-Client Privileged CONFIDENTIAL Wal-Mart Litigation Support Group E-mail: litigation.support@walmartlegal.com Facsimile: 479-277-5991

SUBMIT ALL ECA REQUESTS FOR INFORMATION WITH THIS FORM.

A. DEADLINE INFORMATION Date Request Faxed/E-Mailed to Litigation Support Group: Date Litigation Support Group Needs to Provide Responses to Outside Counsel: B. CASE INFORMATION Case Name: State: Store # or Club #: Date of Incident:

Matter (Team Connect) #:

Type of Case (Check all that apply.): Tort: Pharmacy Products Liability Other (slip/trip fall, falling merchandise, TLE, asset protection (formerly loss prevention), false arrest, logistics, etc.) Employment Commercial C. EARLY CASE ASSESSMENT INFORMATION Responsible Wal-Mart Legal Department Attorney (Case Manager): Has Responsible Case Manager authorized this request for information? Yes

No

D. REQUESTED INFORMATION/DOCUMENTS FROM LITIGATION SUPPORT GROUP Please review your CMI or background file, Plaintiffs Complaint, the subject incident report, photographs, videos, etc., and attempt to identify and locate all witnesses, documents, data compilations and tangible things prior to requesting information. Information needed from LSG to perform ECA (List separately and in detail.): 1) 2) 3) 4)

E. WAL-MART STORES, INC. OUTSIDE COUNSEL INFORMATION Name of Wal-Mart Outside Counsel Requesting Information: Street Address: City, State, ZIP: Phone Number: Fax No.: Contact Person(s): Extension/E-Mail Address:

EXHIBIT K BUDGET (Litigation)

Matter Name: Wal-Mart Matter Number: Budget Date: Responsible Wal-Mart Attorney: Responsible Outside Counsel and Firm: OC Matter Number: PHASE_AND_TASK L100 CASE ASSESSMENT, DEVELOPMENT AND ADMINISTRATION L110 Fact Investigation/Development L120 Analysis/Strategy L130 Experts/Consultants L140 Document/File Management L150 Budgeting L160 Settlement/Non-Binding ADR L190 Other Case Assessment, Development and Administration Total L100 L200 PRE-TRIAL PLEADINGS AND MOTIONS L210 Pleadings L220 Preliminary Injunctions/Provisional Remedies L230 Court Mandated Conferences L240 Dispositive Motions L250 Other Written Motions and Submissions L260 Class Action Certification and Notice Total L200 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Partner Hours Associate Hours Legal Asst. Hrs Fees

PHASE AND TASK L300

DISCOVERY

Partner Hours

Associate Hours

Legal Asst. Hrs Fees $ $ $ $ $ $ $

L310 Written Discovery L320 Document Production L330 Depositions L340 Expert Discovery L350 Discovery Motions L360 Other Discovery Total L300 L400 TRIAL PREPARATION AND TRIAL L410 Fact Witnesses L420 Expert Witnesses L430 Written Motions and Submissions L440 Other Trial Preparation & Support L450 Trial and Hearing Appearance L460 Post-Trial Motions and Submission Total L400 L500 APPEAL L510 Appellate Motions & Submissions L520 Appellate Briefs L530 Oral Argument Total L500 SUMMARY L100 L200l L300 L400 L500 Total Hours Average Rate Total Budgeted Fees $ $ $ $ $ $ $ $

$ $ $ $ $ $ $

$ $ $ $

EXHIBIT L BUDGET / ACTUAL ANALYSIS (Litigation)

PHASE L100 BUDGETED $ $ ACTUAL $ VARIANCE %

L200

L300

L400

L500

E100 (Expenses) Total

Explanatory Notes:

Outside Counsel Responsible Legal Department Attorney

Date Date

Unless directed otherwise by the responsible Legal Department attorney, Outside Counsel shall update and submit this form on a quarterly basis.

EXHIBIT M
DISCOVERY REQUEST FORM WAL-MART LEGAL DEPARTMENT Attorney-Client Privileged CONFIDENTIAL
Wal-Mart Litigation Support Group E-mail: litigation.support@walmartlegal.com Facsimile: 479-277-5991

SUBMIT ALL DISCOVERY REQUESTS WITH THIS FORM. DISCOVERY REQUESTS MUST BE FORWARDED TO THE LITIGATION SUPPORT GROUP WITHIN 5 DAYS OF RECEIPT BY WAL-MART OUTSIDE COUNSEL. A. DEADLINE INFORMATION (Please answer all questions in this section.) Date Discovery Received by Wal-Mart Outside Counsel: Date Discovery Faxed/E-mailed to Litigation Support Group: Date Litigation Support Group Needs to Provide Responses to Outside Counsel: Date Discovery Due to Opposing Party or Court: B. CASE INFORMATION Case Name: State: Store # or Club #: Date of Incident: Matter (Team Connect) #:

Type of Case (Check all that apply.): Tort Pharmacy Products Liability Other (slip/trip fall, falling merchandise, TLE, asset protection (formerly loss prevention), false arrest, logistics, etc.) Employment Commercial C. DISCOVERY MOTION INFORMATION Are these discovery requests subject to a Motion to Compel Motion for Sanctions Has the presiding judge ever awarded sanctions against Wal-Mart? Yes No Do you anticipate preparing a motion for a protective order? No Yes

Court Order?

D. REQUESTED INFORMATION/DOCUMENTS FROM LITIGATION SUPPORT GROUP Please review your CMI file, Plaintiffs Complaint, the subject incident report, photographs, videos, etc., and attempt to identify and locate all witnesses, documents, data compilations and tangible things prior to requesting information. Interrogatories/Requests that require the assistance of the Litigation Support Group (by number): INT. #s: RFP #s: How many copies of discovery documents do you need from the Litigation Support Group? 1 E. WAL-MART STORES, INC. OUTSIDE COUNSEL INFORMATION Name of Wal-Mart Outside Counsel Requesting Discovery: Street Address: City, State, ZIP: Phone Number: Fax No.: Contact Person(s): Extension/E-Mail Address:

EXHIBIT N
DEPOSITION REQUEST FORM
WAL-MART LEGAL DEPARTMENT Attorney-Client Privileged CONFIDENTIAL TO: Wal-Mart Litigation Support Group E-Mail: litigation.support@wal-mart.com Facsimile: 479-277-5991 FORWARD ALL DEPOSITION NOTICES, SUBPOENAS AND SUBPOENAS DUCES TECUM THAT REQUIRE WAL-MART STORES, INC. OR ITS AFFILIATES TO DESIGNATE A CORPORATE REPRESENTIVE AND/OR THAT MAKES A REQUEST FOR THE PRODUCTION OF DOCUMENTS AND OR TANGIBLE THINGS Date Deposition Form Faxed/E-Mailed to Litigation Support Group: Date Litigation Support Group Needs to Provide Information to Outside Counsel: Deposition Date: Employment/Type of Employment Case: Tort: Slip/Fall Falling Merchandise False Arrest Automatic Doors Premise Security Vehicle Accident TLE Products Liability Pharmacy Optical Shopping Cart Commercial/Type of Commercial Case: Other: A. CASE INFORMATION Case Name: State: Court: Case number: Team Connect #: Claim #: Store (# and Location): Responsible Wal-Mart Legal Department Attorney (Case Manager): B. WAL-MART STORES, INC. OUTSIDE COUNSEL INFORMATION Name of Outside Counsel requesting discovery Outside Counsel attending deposition: Street Address: Phone Number: Fax No.: Contact Person(s): Extension/E-Mail Address: C. DEPOSITION INFORMATION /TYPE OF DEPONENT Name of Deponent (if known): Job Title (if known): 30(b)(6) corporate designee(s) or state equivalent Regional Management Home Office Corporate Officer CMI Associate (claim related areas of inquiry) Dates mutually convenient for Outside Counsel and opposing counsel (Coordinate dates prior to sending request form): 1st 2nd 3rd Location of the deposition? Plaintiffs office Bentonville/Home Office Other: Telephone deposition? No Yes Videotaped deposition? No Yes Remote Electronic Means No Yes Do you anticipate preparing a motion for a protective order based on the areas of inquiry? No Yes If yes, list areas of inquiry (by number) you plan to assert objections: D. REQUEST FOR PRODUCTION OF DOCUMENTS Does the notice or subpoena command deponent to produce documents or tangible things at the deposition? Do you plan to assert objections within 30 days per the F.R.C.P. or within time allowed by state court rules? If yes, list for which RFP numbers you plan to assert objections: No No Yes Yes

I HAVE REVIEWED THE DEPOSITION NOTICE AND THE DEPOSITION REQUEST FORM AS ATTORNEY FOR WAL-MART STORES, INC. Outside Counsel

EXHIBIT O GROUP HEALTH PLAN AUTHORIZATION Participant Release Of Protected Health Information
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------PARTICIPANT Name of Associate Carrying Medical Coverage____________________________________________________ INFORMATION Social Security Number of Associate Carrying Coverage_____________________________________________ Participant (Person for whom request is made)__________________________________________________________________________ Participants Date of Birth: ____________________________________Telephone Number_____________________________________ Participants Address______________________________________________________________________________________________ -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

AUTHORIZATION
I authorize the Associates' Medical Plan and its business associates to release Protected Health Information to people, groups, or organizations that are listed below: (Attach additional pages if necessary.) Full Name_______________________________________________________________ Date of Birth_____________________________ (person, group, organization) Address_________________________________________________________________________________________________________ I authorize the Plan to release: All my Protected Health Information, or All my Protected Health information except: (Attach additional pages if necessary) Treatment for the following diagnosis(es)/condition(s):____________________________________________________________________ Treatment by the following provider(s) name/address:_____________________________________________________________________ -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

REASON FOR REQUEST

You may check the box below that states At participants request" or you may specify below the reasons you are authorizing the Plan to share your Protected Health Information. At the participants request Other reasons (specify)_____________________________________________________________________________________ -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SIGNATURE
I understand that: This authorization is valid for one ( I ) year from the date of my signature. I have the right to cancel this authorization at any time by completing a Cancellation of Authorization Form. The Associates' Medical Plan may have already released my health information (due to an earlier authorization). If so, that release of information is proper and is not affected by a Cancellation of Authorization. If the person or entity that I authorize to receive my health information is not required to comply with the federal privacy regulations, these regulations will no longer protect my information. I understand that payment of my claims does not depend upon my signing this form. I understand that if I do not sign this form, the authorization will be invalid. _______________________________________________________________________________________________________________ Participant's Signature Date If you have signed this form as a legally recognized representative of the participant, please print your name below and your relationship to the participant that allows you to act on their behalf by signing this form. Name of Representative (please print)_________________________________________Relationship______________________________ ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------As required by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Associates' Medical Plan will obtain a valid, signed authorization from a Plan participant prior to using or releasing the participant's Protected Health Information, unless the Plan participant's authorization is not legally required by law. If you do not receive a response regarding this form within 45 days, you may assume that this request has been granted.

WAL-MART PHARMACY AUTHORIZATION

Customer Release Of Protected Health Information CUSTOMER INFORMATION
Customer (Person for whom request is made) _______________________________________________________________ Customers Date of Birth ________________________________ Telephone Number ______________________________ Customers Address ____________________________________________________________________________________

AUTHORIZATION
I authorize the Pharmacy at (location)__________ and its business associates to release the Protected Health Information to the people, groups, or organizations that are listed below: (Attach additional pages if necessary.)

Name _____________________________________________________ Address _______________________________________________________________________________________________

I authorize the Pharmacy to release my Protected Health Information from: Prescription ________________________________________________________________________________ Medical Expense Summary (listing of all prescription expenses) Designated Record Set (listing of all health information maintained by the pharmacy) Date Range Requested From________ To_________

REASON FOR REQUEST

You may check the box below that states At customers request or you may specify below the reasons you are authorizing the Pharmacy to share your Protected Health Information. At the customers request Other reasons (specify) ________________________________________________________________________________

SIGNATURE
I understand that: This Authorization is valid for one (1) year from the date of my signature. I have the right to cancel this Authorization at anytime by completing a hard copy Cancellation of Authorization. If the Pharmacy has already released my health information that information will be exempt from my cancellation. If the person or entity that receives my health information is not required to comply with the federal privacy regulations, the information would no longer be protected by those regulations. I understand that receipt of Pharmacy services is not contingent upon my signing this form. I understand that if I do not sign this form, the authorization will be invalid.

________________________________________________ ____________________________________________ Customers Signature Date

If you have signed this form as a legally-recognized representative of the customer, please print your name below and your relationship to the customer that allows you to act on their behalf by signing this form.

Name of Representative (please print) _________________________ Relationship _________________________________

As required by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Pharmacy will obtain a valid, signed authorization from a customer prior to using or releasing the members Protected Health Information, unless the customers authorization is not legally required by law.

If you do not receive a response regarding this form within 45 days, you may assume that this request has been granted. FOR PHARMACY USE ONLY: Date Granted _____________________________________________ Date Denied _________________________________
HIPAA BFOP-05A

VISION CENTER AUTHORIZATION

Patient Release Of Protected Health Information
STORE INFORMATION Store / Club Number: ______ PATIENT INFORMATION
Patients Name: ______________________________________________________________________________________ Patients Date of Birth ________________________________ Telephone Number ________________________________ Patients Address _____________________________________________________________________________________

Store / Club Location: ______________________________

AUTHORIZATION
I authorize the VISION CENTER and its business associates to use or disclose Protected Health Information to the people, groups, or organizations that are listed below: (Attach additional pages if necessary.) Name: _______________________________________________________________________________________________ Telephone: ___________________________________ Fax:____________________________________________________ Address _______________________________________________________________________________________________ I authorize: The release of my Protected Health Information The use of my protected health information for marketing products or services by mail, phone or fax. Other: ____________________________________________________________________________________________

REASON FOR REQUEST

You may check the box below that states At patients request or you may specify below the reasons you are authorizing the Vision Center to share your Protected Health Information. At the patients request Other reasons (specify) ______________________________________________________________________________

SIGNATURE
I understand that: This Authorization is valid for one (1) year from the date of my signature. I have the right to cancel this Authorization at anytime by completing a hard copy Revocation of Authorization Form. If the Vision Center has already released my health information (due to an earlier authorization), that information will be exempt from my revocation. If the person or entity that receives my health information is not required to comply with the federal privacy regulations, the information would no longer be Protected by those regulations. I understand that my treatment is not contingent upon my signing this form. I understand that if I do not sign this form, the authorization will be invalid. ___________________________________________________________ ____________________________________________ Patients Signature Date If you have signed this form as a legally-recognized representative of the patient, please print your name below and your relationship to the patient that allows you to act on their behalf by signing this form. Name of Representative (please print) _________________________ Relationship _________________________________
HIPAA VCOP-05A

SAMS CLUB PHARMACY AUTHORIZATION

Member Release Of Protected Health Information MEMBER INFORMATION
Member Name (Person for whom request is made) __________________________________________________________ Members Date of Birth ________________________________ Telephone Number ______________________________ Members Address ____________________________________________________________________________________

AUTHORIZATION
I authorize the Pharmacy at location __________ and its business associates to release the Protected Health Information to the people, groups, or organizations that are listed below: (Attach additional pages if necessary.)

Name ________________________________________________ Address _____________________________________________________________________________________________ __

I authorize the Pharmacy to release my Protected Health Information from: q Prescription ________________________________________________________________________________ q Medical Expense Summary (Listing of all prescription expenses) q Designated Record Set (listing of all health information maintained by the pharmacy)

Date Range Requested From__________ To___________

REASON FOR REQUEST

You may check the box below that states At members request or you may specify below the reasons you are authorizing the Pharmacy to share your Protected Health Information. q At the members request q Other reasons (specify) ________________________________________________________________________________

SIGNATURE
I understand that: This Authorization is valid for one (1) year from the date of my signature. I have the right to cancel this Authorization at anytime by completing a hard copy Cancellation of Authorization. If the Pharmacy has already released my health information that information will be exempt from my cancellation. If the person or entity that receives my health information is not required to comply with the federal privacy regulations, the information would no longer be protected by those regulations. I understand that receipt of Pharmacy services is not contingent upon my signing this form. I understand that if I do not sign this form, the authorization will be invalid.

________________________________________________ ____________________________________________ Members Signature Date

If you have signed this form as a legally-recognized representative of the member, please print your name below and your relationship to the member that allows you to act on their behalf by signing this form.

Name of Representative (please print) _________________________ Relationship _________________________________

As required by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Pharmacy will obtain a valid, signed authorization from a member prior to using or releasing the members Protected Health Information, unless the members authorization is not legally required by law. If you do not receive a response regarding this form within 45 days, you may assume that this request has been granted.

FOR PHARMACY USE ONLY: Date Granted _____________________________________________ Date Denied _________________________________
HIPAA BFOP-05A

EXHIBIT P MANAGEMENT PLAN

(Non-Litigated Matters) Matter Name: Wal-Mart Matter Number: Plan Date: Responsible Wal-Mart Atty: Responsible Outside Counsel: OC Matter Number: Initial Assessment 90 Day Review Nature of Matter: Current Assessment and Development: 90-Day Action Plan (Describe the proposed steps to be taken within the next 90 days):

STAFF PLAN Assigned Partners: Hourly Rates: $ $ $ $ Associates: $ $ $ $ Paralegals or Other Billable Timekeepers: $ $

$ $

APPROVED: Outside Counsel Legal Department Attorney Date Date

The Management Plan shall be reviewed and updated quarterly by Outside Counsel unless intervening events necessitate earlier adjustment, or as otherwise required by the responsible Legal Department attorney.

EXHIBIT Q Budget (Real Estate)

EXHIBIT R REAL ESTATE TASK CODES:

R100 Primary Document Preparation R101 Fact and Strategy Gathering R102 Preparation of Initial Draft of Primary Document R103 Wal-Mart Requisite Administrative Procedures R200 Pre-Primary Document Execution R102 Fact and Strategy Gathering R202 Negotiations on All Documentation Related to Primary Document R203 Document Revisions R204 Wal-Mart Requisite Administrative Procedures R300 Post-Primary Document Execution R301 Fact and Strategy Gathering R302 Preparation, Negotiation, and Finalization F303 Wal-Mart Requisite Conference Calls R304 Wal-Mart Requisite Administrative Procedures R400 Environmental R401 Environmental Phase I R402 Environmental Initial Phase II R403 Environmental Additional Phase II R404 Environmental Remediation R405 Long Term (Post-Opening) Oversight R500 Land Use R501 Fact and Strategy Gathering R502 Document Preparation and Filing R503 Attendance R504 Preparation of Close-Out Issues Memorandum R600 Closing R601 Preparation R602 Attendance at Closing R700 Post-Closing (Capitalized Fees) R701 Development Work R702 Post Closing Documentation R703 Preparations, Negotiation or Review R704 Wal-Mart Requisite Administrative Procedures R800 Post Store Opening Real Estate Portfolio Work (Expensed Fees) R801 Document Preparation, Negotiation, Revision, Execution R802 Counsel Communication

EXHIBIT S PREFERRED HOTEL LIST

AmeriSuites Baymount Best Western Clarion Inn Comfort Inn Crossland Extended Stay Days Inn Drury Inn Econolodge Extended Stay America Friendship Inn Holiday Inns Howard Johnson La Quinta Quality Inn Ramada Inn Red Roof Inn Roadway Inn Sleep Inn Studio Plus Extended Stay Super 8 Travelodge Wellesley Inns & Suites

EXHIBIT T
ABA APPROVED TASK CODES Wal-Mart has adopted the American Bar Association Uniform Task-Based Management System. The Uniform Task-Based Management System is a budgeting and billing system designed to provide clients and law firms with meaningful cost information on legal services. The following Code Sets are to be used to categorize all activity and disbursements associated with Outside Counsels work on Wal-Mart matters: Litigation Task Code Set

The goals of the Litigation Task Codes are to:

1. Enable client and counsel to plan and maintain efficient and effective litigation. 2. Facilitate effective communication of the tasks and costs of litigation and any variations from the expected or the norm. 3. Provide each client and law firm with a means to individually understand and compare the cost of litigation, for greater efficiency and as a foundation for use of alternative billing arrangements. 4. Harmonize the various task-based efforts to ease widespread adoption of a simple, concise and flexible task-based management approach. Each phase consists of a number of tasks, such as written discovery, document production and depositions. In total, twenty-nine (29) tasks comprise the Litigation Task Codes. All work associated with a task should be included in that category. For example, Depositions (L330) encompasses all time spent on depositions, including deposition notices and subpoenas, deposition scheduling and logistics, planning for and preparing to take the depositions and any deposition summaries. The intent is to provide a true picture of the labor cost of each task. For each billing period, the time charges by attorney or other professionals are recorded by task. The system also allows for accumulation of the time charges, providing a comparison at a glance of the cost of each phase and each task for the month, for a specified budget period, and cumulatively for the litigation. Expenses can also be reported on a periodic and cumulative basis on request. The intention of the Litigation Task Codes is to minimize multiple interpretation and options for coding time. It is recognized that not all litigation work will fit neatly in a particular category. Work can overlap tasks, categories may be imprecise or time may be expended on the truly unusual. Users should categorize the work to its primary purpose. Definitions are provided for guidance. Where uncertainty affects substantial or repeating work, an understanding should be reached between the Company and Outside Counsel on the category to be used.

The Litigation Task Codes are as follows: L100 Case Assessment, Development and Administration L110 L120 L130 L140 L150 L160 L190 Fact Investigation/Development Analysis/Strategy Experts/Consultants Document/File Management Budgeting Settlement/Non-Binding ADR Other Case Assessment, Development and Administration

L200 Pre-Trial Pleadings and Motions L210 L220 L230 L240 L250 L260 Pleadings Preliminary Injunctions/Provisional Remedies Court Mandated Conferences Dispositive Motions Other Written Motions and Submissions Class Action Certification and Notice

L300 Discovery L310 L320 L330 L340 L350 L390 Written Discovery Document Production Depositions Expert Discovery Discovery Motions Other Discovery

L400 Trial Preparation and Trial L410 L420 L430 L440 L450 L460 L470 Fact Witnesses Expert Witnesses Written Motions and Submissions Other Trial Preparation and Support Trial and Hearing Appearance Post-Trial Motions and Submissions Enforcement

L500 Appeal L510 Appellate Motions and Submissions L520 Appellate Briefs L530 Oral Argument Definitions The following definitions elaborate on the intended scope of each phase and task and should guide attorneys in coding time.

L100 Case Assessment, Development and Administration. Focus on the case as a whole, the forest rather than the trees. L110 Fact Investigation/Development. All actions to investigate and understand the facts of a matter. Covers interviews of client personnel and potential witnesses, review of documents to learn the facts of the case (but not for document production, L320), work with an investigator and all related communications and correspondence. L120 Analysis/Strategy. The thinking, strategizing and planning for a case, including discussions, writings and meetings on case strategy. Also includes initial legal research for case assessment purposes and legal research for developing a basic case strategy. Most legal research will be under the primary task for which the research is conducted, such as research for a summary judgment motion (L240). Once concrete trial preparation begins, use L440 for trial strategy and planning. L130 Experts/Consultants. Identifying and interviewing experts and consultants (testifying or non-testifying), working with them and developing expert reports. Does not include preparing for expert depositions (L340) or trial (L420). L140 Document/File Management. A narrowly defined task that comprises only the processes of creating and populating document and other databases or filing systems. Includes the planning, design and overall management of this process. Work of outside vendors in building litigation support databases should be an Expense. L150 Budgeting. Covers developing, negotiating and revising the budget for a matter. L160 Settlement/Non-Binding ADR. All activities directed specifically to settlement. Encompasses planning for and participating in settlement discussions, conferences and hearings and implementing a settlement. Covers pursuing and participating in mediation and other non-binding Alternative Dispute Resolution (ADR) procedures. Also includes pre-litigation demand letters and ensuing discussions. L190 Other Case Assessment, Development and Administration. Time not attributable to any other task. Specific use in a given matter often may be predetermined jointly by the Company and Outside Counsel. L200 Pre-Trial Pleadings and Motions. Covers all pleadings and all pre-trial motions and procedures other than discovery. L210 Pleadings. Developing (researching, drafting, editing, filing) and reviewing complaints, answers, counterclaims and third-party complaints. Also embraces motions directed at pleadings such as motions to dismiss, motions to strike and jurisdictional motions. L220 Preliminary Injunctions/Provisional Remedies. Developing and discussing strategy for these remedies, preparing motions, affidavits and briefs, reviewing

opponents papers, preparing for and attending court hearings, preparing witnesses for hearings and effectuating the remedy. L230 Court Mandated Conferences. Preparing for and attending hearings and conferences required by court order or procedural rules (including Rule 16 sessions) other than settlement conferences (L160). L240 Dispositive Motions. Developing and discussing strategy for or opposing motions for judgment on the pleadings and motions for complete or partial summary judgment, preparing papers, reviewing opponents papers, preparing defensive motions (e.g., motion to strike affidavit testimony, Rule 56(f) motion) and preparing for and attending the hearing. L250 Other Written Motions/Submissions. Developing, responding to, and arguing all motions (other than dispositive motions (L240), pleadings (L210) and discovery (L350)), such as motions to consolidate, to bifurcate, to remand, to stay, to compel arbitration, for MDL treatment and for change of venue. L260 Class Action Certification and Notice. Proceedings unique to class action litigation and derivative suits such as class certification and notice. L300 Discovery L310 Written Discovery. Developing, responding to, objecting to and negotiating interrogatories and requests to admit. Includes the mandatory meet-and-confer sessions. Also covers mandatory written disclosures as under Rule 26(a). L320 Document Production. Developing, responding to, objecting to and negotiating document requests, including the mandatory meet-and-confer sessions to resolve objections. Includes identifying documents for production, reviewing documents for privilege, effecting production and preparing requested privilege lists. (While a general review of documents produced by other parties falls under this task, coding and entering produced documents into a database is Task L140 and reviewing documents primarily to understand the facts is Task L110.) L330 Depositions. All work concerning deposition, including determining the deponents and the timing and sequence of depositions, preparing deposition notices and subpoenas, communicating with opposing or other partys counsel on scheduling and logistics, planning for and preparing to take the depositions, discussing deposition strategy, preparing witnesses, reviewing documents for deposition preparation, attending depositions and drafting any deposition summaries. L340 Expert Discovery. Same as L330, but for expert witnesses. L350 Discovery Motions. Developing, responding to and arguing all motions that arise out of the discovery process. Includes the protective order process.

L390 Other Discovery. Less frequently used forms of discovery, such as medical examinations and on-site inspections. L400 Trial Preparation and Trial. Commences when lawyer and client determine that trial is sufficiently likely and imminent so that the process of actually preparing for trial begins. It continues through the trial and post-trial proceedings in the trial court. Once trial begins, lawyers who appear in court presumptively should bill their court time to Task L450. Litigation work outside the courtroom during this phase (e.g., evenings, weekends and the time of other attorneys and support personnel) should continue to be classified using other L400 Tasks. L410 Fact Witnesses. Preparing for examination and cross-examination of non-expert witnesses. L420 Expert Witnesses. Preparing for examination and cross-examination of expert witnesses. L430 Written Motions/Submissions. Developing, responding to and arguing written motions during preparation for trial and trial, such as motions in limine and motions to strike proposed evidence. Also includes developing other written pretrial and trial filings, such as jury instructions, witness lists, proposed findings of fact and conclusions of law, and trial briefs. L440 Other Trial Preparation and Support. All other time spent in preparing for and supporting a trial, including developing overall trial strategy, preparing opening and closing arguments, establishing an off-site support office, identifying documents for use at trial, preparing demonstrative materials, etc. L450 Trial and Hearing Attendance. Appearing at trial, at hearings and at court-mandated conferences, including the pretrial conferences to prepare for trial. For scheduling conferences that are denominated as Pre-Trial Conferences," but not directed toward conduct of the trial, use Task L230. L460 Post-Trial Motions and Submissions. Developing, responding to and arguing all post-verdict matters in the trial court, such as motions for new trial or j.n.o.v., stay pending appeal, bill of costs and requests for attorney fees. L470 Enforcement. All work performed in enforcing and collecting judgments and asserting or addressing defense thereto. L500 Appeal. Covers all work on appeal or before a reviewing body. L510 Appellate Motions and Submissions. Developing, responding to and arguing motions and other filings before a reviewing body, such as motions and other filings for stay pending appeal. L520 Appellate Briefs. Preparing and reviewing appellate briefs. L530 Oral Arguments. Preparing for and arguing an appeal before a reviewing body.

Counseling Code Set The Counseling Code Set provides flexibility in the Uniform Task-Based Management System. It is intended to capture time spent by attorneys in preparing and delivering general legal advice for all areas of law (e.g., used to capture time over a monthly billing period that is not otherwise attributable to a discrete matter, transaction, project or litigation). Communication between client and counsel about which code set to use at the outset of any matter is advisable. The Counseling Codes are as follows: C100 Fact Gathering C200 Researching Law C300 Analysis and Advice C400 Third Party Communication Definitions The following definitions elaborate on the intended scope of each phase and task and should guide the attorneys in coding time. C100 Fact Gathering. This phase includes all initial inquiries, meetings and instructions and the identification and collection of information relevant to the assignment. C200 Researching Law. This phase includes all legal research tasks including internal meetings and consultations with those with special expertise, and computer and on-line research. C300 Analysis and Advice. This phase includes all tasks associated with analysis of both the facts and research performed (under C100 and C200) and communicating related opinions or advice to clients. Written communication, meetings, and telephone conversations during which advice is conveyed would all be captured by this phase. C400 Third Party Communication. This phase includes all discussions with third parties not otherwise covered above, such as communications with regulators or parties to contracts with the client. Project Code Set The Project Code Set includes all legal tasks performed for non-litigation matters of a similar task pattern described below. This Code Set can be used for transactions (e.g., real estate, securities, financings, restructurings, mergers and acquisitions), for administrative filings with Federal and state agencies, and for stand-alone projects (e.g., establishing an environmental compliance program). All of these assignments share, to a large extent, many of the same underlying process steps. The Project Task Codes are as follows: P100 Project Administration P200 Fact Gathering/Due Diligence

P210 P220 P230 P240 P250 P260 P270 P280

Corporate Review Tax Environmental Real and Personal Property Employee/Labor Intellectual Property Regulatory Reviews Other

P300 Structure/Strategy/Analysis P400 Initial Document Preparation/Filing P500 Negotiation/Revision/Responses P600 Completion/Closing P700 Post-Completion/Post-Closing P800 Maintenance and Renewal Definitions The following definitions elaborate on the intended scope of each phase and task and should guide attorneys in coding time. P100 Project Administration. Focuses on administrative aspects of the assignment, including planning, budgeting, and maintenance of documents. Covers developing, negotiating, and revising the administrative plan and the budget for a matter. Also includes developing and communicating project status reports. Time coded here is to be distinguished from strategizing about the project, which is included in the P300 code. P200 Fact Gathering/Due Diligence. Includes all time spent investigating facts, obtaining documents and completing due diligence and the preparation of related reports and reviews with clients. Also includes coordination with third parties (including other counsel) in connection with fact investigation, interviews of client and non-client personnel, document review performed for purposes of identifying understanding and analyzing facts and issues, and all related communications and correspondence. P210 Corporate Review. This task includes all fact investigation/due diligence from a corporate perspective, such as reviews of corporate structure, reviews of material contracts, reviews of SEC filings, reviews of financing documents, and reviews of industry information. P220 Tax. This task includes all steps involved in conducting fact investigation/due diligence from a tax perspective. P230 Environmental. This task includes all fact investigation/due diligence from an environmental perspective.

P240 Real and Personal Property. This task includes all fact investigation/due diligence from a real and personal property perspective. P250 Employee/Labor. This task includes all fact investigation/due diligence from an employee benefits and labor perspective. P260 Intellectual Property. This task includes all fact investigation/due diligence from an intellectual property (patent, trademarks, and copyrights) perspective. P270 Regulatory Reviews. This task includes fact investigation/due diligence from a regulatory perspective not covered elsewhere. Includes review of agency filings (e.g., FCC, FTC, and State analogues) by a party to or the subject of the transaction or project. Also includes consumer credit reviews. P280 Other. This task includes all fact investigation/due diligence not captured more specifically in the P200 code set forth above. P300 Structure/Strategy Analysis. Includes time spent in planning the approach to the deal or project. Tasks include all analysis performed for purposes of developing and reassessing the strategy for the project or transaction, and all steps taken to develop a written outline or description of the structure of a transaction or the strategy for a matter (e.g., term sheets) throughout the life of the matter. P400 Initial Document Preparation/Filing. This phase includes all tasks undertaken to prepare transaction documents and opinions prior to their being sent to non-client third parties. Also includes all tasks undertaken to file documents (including regulatory filings). All relative communications with the client and review of client-generated transaction documentation should be coded here. P500 Negotiation/Revision/Responses. This phase includes conducting negotiations, revising the initial (P400) transaction documentation as a result of such negotiations, attendance at meetings, and responses thereto (including communications with clients with respect thereto). The review of documents received from non-client third parties should also be coded here. P600 Completion/Closing. This phase includes all tasks related to transaction pre-closing and closing, project completion or filing acceptance, such as attendance at closing. P700 Post-Completion/Post-Closing. This phase includes all post-completion or post-closing tasks agreed to at the closing, such as amendments to final documentation and resolution of postclosing issues. Also includes all implementation tasks (e.g., funds held in escrow) and preparation of closing binders (i.e., primarily clerical actions). Would not typically include total or significant restructuring which should be considered a new assignment. P800 Maintenance and Renewal. This phase includes all tasks related to subsequent maintenance and renewal requirements under the terms of the transaction or project such as monitoring of lease agreements, routine waivers and coordination of UCC requirements

Activity Code Set The Activity Codes are as follows:

Expense Code Set The Expense Codes are as follows:

A101 A102 A103 A104 A105 A106 A107 A108 A109 A110 A111

Plan and prepare for

E100 Expenses E101 Copying Research E102 Outside printing E103 Word processing Draft/revise E104 Facsimile Review/analyze E105 Telephone Communicate (in firm) E106 Online research E107 Delivery services/messengers Communicate (with client) E108 Postage Communicate (other Outside Counsel) E109 Local travel E110 Out-of-town travel Communicate (other external) E111 Meals Appear for/attend E112 Court fees Manage data/files E113 Subpoena fees E114 Witness fees Other E115 Deposition transcripts E116 Trial transcripts E117 Trial exhibits E118 Litigation support vendors E119 Experts E120 Private investigators E121 Arbitrators/mediators E122 Local counsel E123 Other professionals E124 Other

Appendix B
TIME LINE Five (5) Business Days Submit Engagement Letter (All Matters) Twenty (20) Business Days Submit Management Plan and Budget (Non-Litigated Matters) Five (5) Calendar Days Submit Discovery and Discovery Request Form to Litigation Support Group (Litigated Matters) Forty-Five (45) Calendar Days Be prepared to discuss ECA progress with responsible Legal Department attorney (Litigated Matters) Ninety (90) Calendar Days Submit Case Management Report, including Settlement Recommendation, and Budget (Litigated Matters) Quarterly (January 10th, April 10th, July 10th, October 10th) Update and submit Case Management Plans and Reports; Review Budgets; Update and submit Budget/Actual Analysis (All Matters)