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Board Meeting Agenda of 2

New Delhi / Agra Conference 2004

MEETING OF THE BOARD OF DIRECTORS

Agenda New Delhi / Agra Conference

Chair: Osvaldo Marzorati

Wednesday, November 3, 2004 9:30 AM - 11:30 AM

Ballroom – Oberoi New Delhi

1. Call to Order 2. Approval of Agenda 3. Approval of Board Minutes – Peru 2004 Meeting 4. Chairman's Report

Resolutions: (i) Kochhar & Co. – New Delhi – Agra Conference 5. Practice Group recommendations for future meetings (reported by group Co-Chair) (i) Banking & Workouts - (co-sponsor Public Seminar) Manjula Chawla (ii) Business Investment & Trade (co-sponsor Public Seminar) – Peter Parsons/Joyce Fan (iii) Projects/Energy (not meeting) – R. Batla

(iv) Employment & Labour (not meeting) (v) Environment & Native Rights - D. McNamara

(vi) Intellectual Property/Licensing - J. Contreras/ T. Hiramatsu) (vii) Litigation – Ross Perrett/Patrick Sherrington

(viii) Tax (not meeting) (ix) Marketing - Jorge Perez Taiman/John Shirbin (x) PRACtice Management –Jeff Barnes

6. Financ e - Chair: John Elder/ Jeff Barnes (to follow Membership Issues) (i) Financial Report and 3rd Quarter Budget 2004

(ii) Resolution on Finance Matters

Board Meeting Agenda New Delhi / Agra Conference - of 2

7. Policy and Planning Committee Report: Chair – for Jose Emilio Nunes Pinto (i) Consensus of India Conference

(ii) Report on Statement of Objectives (iii) Other

8. Membership Committee - Chair: S. Sivanesan

(i) South Africa (ii) Spain

(iii) Los Angeles (iv) France (v) Chicago (vi) Other

9. Conference Committee (as reported by future host firms) (i) April 16 – 20, 2005 – Honolulu, Hawaii – Goodsill Anderson Quinn & Stifel LLP (ii) September 17-22 – Toronto / Muskoka, Canada – Fraser Milner Casgrain LLP 10. Nominating Committee

11. Conclusion New Delhi portion of Conference – Depart for Agra

Board Resolution – Kochhar & Co. Page 1 of 1

New Delhi / Agra 2004

November 3, 2004

WHEREAS the law firm KOCHHAR & CO. , India is a member of the Pacific Rim Advisory Council; and WHEREAS, the success of the 36th International Conference of the Pacific Rim Advisory Council has been specifically due to the efforts and enthusiasm of the entire KOCHHAR & CO. firm who have dealt patiently with the countless details and complexities of hosting an International Conference and, in particular the Host Committee Members:

Rohit Kochhar Manjula Chawla

KV Ramesh Priya Khanna Rahul Krishna Tushar Chawla Malini Vasudeva Shweta Singh Rachna Advani

RESOLVED that the Pacific Rim Advisory Council extends KOCHHAR & CO. its deepest gratitude for planning and hosting the 36th International Conference in New Delhi and Agra, India;

RESOLVED that the Pacific Rim Advisory Council extends to extends its best

wishes to KOCHHAR & CO. for continued success; and that the original of this resolution be presented to KOCHHAR & CO. with commendation and honours; and that a copy of this resolution be maintained in the archives of the Pacific Rim Advisory Council.

ATTEST: _____________________________

Osvaldo Marzorati Chairman

Board Resolution - Financial New Delhi / Agra 2004

RESOLUTION Upon motion duly made and seconded, it is RESOLVED that the Financial Reporting for the 3rd Quarter 2004 Revenue & Expense Budget and Proposed 2005 Revenue & Expense Budget attached hereto is hereby approved, including approval of Scenario 1 or, if the Shared City concept is approved by the Dated this _______ day of November, 2004 Attest:

Osvaldo Marzorati

Chairman

Contact DIrector for Approved Budget - Scenario 2

Board for Los Angeles, then approval instead of Scenario 2.

iannetts

Contact DIrector for Budget

iannetts

Approved Budget - Scenario 2

Draft Peru Conference Board Minutes Page 1 of 5

Draft Minutes

PERU MEETING OF THE BOARD OF DIRECTORS May 15 – 21, 2004

Hotel Monasterio, Cusco Wednesday, May 19, 2004

At 9:00 am

I. Call to Order/Representatives Present The PRAC Chairman, Osvaldo Jorge Marzorati (Allende & Brea, Argentina) called the meeting of the Board of Directors to order. The following representatives were present during the Board Meeting or participated in the various activities during the conference including the Practice Group and Committee meetings, and other programme events: Allende & Brea, Argentina Osvaldo Jorge Marzorati, David Gurfinkel Asahi Koma Law Offices, Japan Masafumi Oshino, Hiromi Shiraishi, Osamu Ito Brigard & Urrutia Carlos Urrutia Carey y Cia Jaime Carey, Jose Carvajal, Caludio Lizana Clayton Utz, Australia John Shirbin, Ross Perrett Davis Wright Tremaine LLP, U.S.A. Peter Parsons, Bruce Johnson, Fraser Milner Casgrain, Canada Jeff Barnes, Susan Iannetta, Peter Murphy Goodsill Anderson Quinn and Stifel, USA Vince Piekarski Hale and Dorr LLP, USA Jorge Contreras Hogan & Hartson LLP, U.S.A Warren Gorrell, Jr., Ray Batla, Jr Hoet Pelaez Castillo & Duque Luis Bottaro Kim, Chang & Lee, South Korea Eui Jae Kim King & Wood PRC Lawyers Wang Ling, Xuhua Huang, Kalley Chen (California) Kochhar & Co., India Manjula Chawla, KV Ramesh


Lovells, Hong Kong Tim Fletcher, Patrick Sherrington (London), Colin Law Luce, Forward, Hamilton & Scripps LLP, U.S.A. Peter Hahn, Elizabeth Foster, John McNeece Morgan, Lewis & Bockius LLP Paul Finigan Muniz Forsyth Ramirez Perez-Taiman & Luna Victoria, Peru Armando Arrieta, Fernando Castro, Carlos Ferndanez -Davilla, Albert Forsyth, Richard Linares, Cesar Luna-Victoria, Jorge Muniz, Muricio Olaya, Sergio Oquendo, Jorge Perez-Taiman, Luis Pizzaro, Marcelo Torrez (Ecuador) Nauta Dutilh, The Netherlands J. Willem Sodderland, Chris Warner (New York) Richards Buell Sutton, Canada Jeffrey Lowe Rodyk & Davidson, Singapore S. Sivanesan Santamarina y Steta, Mexico Alberto Saavedra Simpson Grierson, New Zealand Denis McNamara Skrine, Malaysia Theresa Chong, Chen Kah Leng, Janet Looi Sycip Salazar Hernandez & Gatmaitan, Philippines Andres Gatmaitan, Andy Sta Maria, Angelito Imperio Tilleke & Gibbins International Ltd David Lyman, John King Tozzini Freire Teixeira e Silva, Brazil Jose Emilio Nunes Pinto, Marcio Baptista Absent: Ali Budiardjo Nugroho Reksodiputro, Indonesia, Lee and Li, Taiwan Mulla Mulla & Craigie Blunt & Caroe, Mumbai II. Approval of Agenda. The Chairman sought approval of the agenda for the meeting. Upon motion duly made, seconded, and unanimously carried, the agenda set forth in the conference materials was approved. III. Approval of Minutes of Vancouver Conference Upon motion duly made, seconded and unanimously carried, the Minutes of the Vancouver 2003 meeting of the Board of Directors as set forth in the conference materials was approved. IV. Chairman's Report


The Chairman commented generally on the strengths of PRAC, of its attractive membership size and relative intimacy of the membership and the high level of participation by delegates in the conference proceedings.

1. Muniz Forsyth Ramirez Perez-Taiman & Luna Victoria, Peru The Chairman reported on the many favorable comments he had received with respect to the Peru Conference. In particular, this conference was special in terms of its location and historical significance, and the personal and professional contributions by the Host Firm to every aspect of the Conference. Following discussion and upon motion duly made, seconded and unanimously carried, the following resolution was adopted:

WHEREAS the law firm MUNIZ FORSYTH RAMIREZ PEREZ-TAIMAN & LUNA VICTORIA, is a

member of the Pacific Rim Advisory Council; and

WHEREAS, the success of the 35th International Conference of the Pacific Rim Advisory Council has been specifically due to the efforts and enthusiasm of the entire MUNIZ FORSYTH RAMIREZ PEREZ-TAIMAN & LUNA VICTORIA, firm have dealt patiently with the countless details and complexities of hosting an International Conference and, in particular the Host Committee Members:

Lilian Cock

Carmen Gutierrez Richard Linares

Elsa Mateo Rony Parada

Sara Swinwood Martha Perez-Taiman Jorge Perez-Taiman

RESOLVED that the Pacific Rim Advisory Council extends MUNIZ FORSYTH RAMIREZ PEREZ-TAIMAN & LUNA VICTORIA its deepest gratitude for planning and hosting the 35th International Conference in Vancouver;

RESOLVED that the Pacific Rim Advisory Council extends to MUNIZ FORSYTH RAMIREZ

PEREZ-TAIMAN & LUNA VICTORIA its best wishes for continued success; and that the original of this resolution be presented to MUNIZ FORSYTH RAMIREZ PEREZ-TAIMAN & LUNA VICTORIA with commendation and honours; and that a copy of this resolution be maintained in the archives of the Pacific Rim Advisory Council.

V. Practice Group Recommendations. 1. Banking & Workouts – (See attachment A to follow) 2. Business Investment & Trade – (See attachment B to follow) 3. Projects/Energy (See Attachment C to follow ) 4. Employment & Labor - not meeting. 5. Intellectual Property & Licensing – not meeting 6. Litigation – (See Attachment D to follow)


7. Tax - not meeting 8. Environmental & Indigenous Rights (See Attachment E to follow) 9. Marketing. (See Attachment F to follow) 10.Practice Management (See Attachment G to follow) Practice Group Co-Chairs were reminded to contact the Delhi host firm to confirm meeting schedule and cautioned that due to time constraints not all practice groups would be meeting. VI. Financial The Financial Chair reported on the status of the financial report 2003 and proposed Budget for 2004. Upon motion duly made, seconded and unanimously carried, it was:

RESOLVED that the Board of Directors approve the 2004 Estimated 1st Quarter Budget and Proposed 2004 Budget annexed hereto as Attachment H. VII. Policy & Planning Committee Committee Chair Jose Emilio Nunez Pinto reported on the following items: 1. Members were informed that the Distinguished Guest Proposal was carefully considered but felt to be unnecessary. 2. Peru Conference. Jose Emilio reported on the consensus view that the Peru Conference was extremely well planned and presented, especially given the logistical and travel arrangements. It has been a great success. The agenda was representative of a well attended and balanced program with sufficient business and social activities intermingled, and a high level of participation by the Host Firm. 3. Statement of Objectives. Jose Emilio reported that the review by John Elder is still in progress. It is anticipated that a draft will be for review by the Committee in the next few months.

4. Ken Slade. At the Monday start of the Peru programme, PRAC delegates held a moment of silence honring Ken Slade. Earlier in the year Ken, of Boston member firm Hale and Dorr died in a tragic accident in Palm Beach Florida. While swimming in the Atlantic, two of Ken's young nieces were caught in a treacherous rip tide and Ken and his brothers went to their assistance. Ken drowned, but all others were rescued. Ken's exemplary and significant contributions to PRAC over the many years are known to all of us. A loyal and enthusiastic PRAC supporter, Ken led the way in sharing substantive knowledge among PRAC firms, not only as Co-Chair of the Intellectual Property and Licensing Prac tice Group, but PRAC wide. Ken was always one of the first to welcome new members to the PRAC family, and was a constant voice of encouragement for many. Always one to give freely of his time, Ken's expert and sound advice was welcomed by all. Ken was a frequent speaker and contributor at PRAC conferences and a driving force behind Hale and Dorr's Technology Transactions and Licensing and Internet and E-Commerce Groups. Ken's love of his family was ever evident and his competence, amiability, friendship and goodwill towards all whom he came in contact with captured the embodiment of the spirit of PRAC. He will be sorely missed. Ken is survived by his wife Judi Freeman and daughters Jessica and Rebecca. Members wishing to do so, may contribute memorial donations directly to the organizations as noted at the PRAC web site.


VIII. Membership Committee (as reported by S. Sivanesan) 1. Spain. It was decided to put the consideration for a member from Spain on hold. It can be revived at the next conference if need be. 2. South Africa. Members felt the need for a replacement member for South Africa. The membership committee will consider this a stage 2 issue and consider suitable candidates. 3. Los Angeles. The majority consensus showed that a strong LA firm should be considered for the LA membership. Whilst having LA an “open city” was considered by some members, this was not the preferred view of most members. It was also not in PRAC’s interest to consider or invite a 2nd or 3rd tier LA firm. Morgan Lewis had offered to provide its LA office as a candidate. In view of the sensitivities of the US members, it was decided to not make any decision at least for the next 6 months (until the Delhi conference), so that the Committee and members can co nsider more options, potential candidates etc. Members were urged to provide feedback or views to the Membership committee. IX. Conference Committee 2004 India New Delhi - October 30-November 5 New Delhi firm Kochhar & Co. presented details of the forthcoming conference. The conference will be in New Delhi October 30-November 3 at the Oberoi New Delhi, and then move to Agra for a follow on tour and business seminar November 3-5. Programme brochures were also distributed. Members were requested to submit the early indication forms by June 15, 2004. 2005 Honolulu, April 16 – 20 Vince Piekarski extended a warm welcome to all to Honolulu in April 2005. The main conference will be at the Royal Hawaiian Hotel on Oahu. There is also a proposal for an ex clusive visit to the Astronomical Observatory on depending on the response from members. Fraser Milner Casgrain will be welcoming everyone to Toronto September 17 – 21 with a possible move or follow on to the Muskoka lakes region (outside of Toronto city), or possibly to Montreal, Quebec.

X. Adjournment. There being no further business to discuss the Board Meeting then adjourned and the Peru 2004 Conference closed. Delegates and Guests prepared for travel to Machu Picchu where Evenirment & Native . Rights Practice Group held meeting. Attest:

_________________________________ Osvaldo Jorge Marzorati

PRAC Chairman Allende & Brea - Argentina

_________________________________ Susan Iannetta PRAC Director

Fraser Milner Casgrain - Toronto

Membership Report Oct 2004 Page 1 of 2

PACIFIC RIM ADVISORY COUNCIL

REPORT OF THE MEMBERSHIP COMMITTEE PREPARED FOR INCLUSION IN ADVANCE MATERIALS FOR DELHI CONFERENCE (1) LOS ANGELES

Pursuant to the decision of the Board at the Peru Conference, the Membership Committee further explored the LA membership issue. Given the need to balance the understandable sensitivities of certain firms and the need to have a strong presence in LA, the Membership Committee is proposing that LA be a “shared city”. This concept would involve the existing PRAC members who have offices in LA, being joint members for LA. Hence Morgan Lewis, Luce Forward, Davis Wright Tremaine and Hogan & Hartson would, through their LA offices, be the joint members for LA. In the event that any other PRAC member has an LA office, this member would also be a joint member for LA. The proposed guidelines list for the “shared city” concept is attached hereto . At the date of this report, Luce Forward, Hogan & Hartson and Davis Wright Tremaine and Morgan Lewis have indicated their formal acceptance of this proposal. We would require the Board to approve this recommendation of the “shared city” concept. If this recommendation is not acceptable, then the alternative would be to identify a local LA firm.

(2) SOUTH AFRICA

The Board had approved the Stage 1 process in Peru. Willem Sodderland and I conducted the Stage 2 due diligence in Johannesburg from 22 to 23 September 2004. Our report is attached for members’ consideration. Depending on the response, the Membership Committee would recommend either Bowman Gilfillan or Edward Nathan & Friedland.

(3) SPAIN

The Membership Committee would recommend that consideration of a Spanish member would be put on hold for now until the proposal is developed further.

(4) FRANCE

A Stage 1 report for France has been prepared by Osvaldo Marzorati and is attached to this report for members’ consideration.

Membership Report Oct 2004 Page 2 of 2

(5) CHICAGO The Stage 1 Report for Chicago has been prepared by John Shirbin and is attached to this report for members’ consideration

I would like to express my gratitude to members of the Membership Committee for their valuable contributions and assistance. S. SIVANESAN Chairman, Membership Committee 4th October 2004

R-#233363-v1-Guidelines_for__Shared_City__for_Los_Angeles

GUIDELINES FOR “SHARED CITY” CONCEPT FOR LOS ANGELES 1) BACKGROUND

The jurisdiction of LA has been vacant since the dissolution of Brobeck. It is the desire of the general membership of PRAC that LA, being an important jurisdiction in PRAC, should have a member and should not be left as an “open city”. However, there are certain difficulties posed if a large national LA firm were to be appointed. The Membership Committee discussed the matter in detail and recommends that LA be represented as a “shared city”. This would mean that all PRAC members who apart from their primary jurisdiction, have offices in LA should represent LA on a shared basis.

2) GUIDELINES These are proposed guidelines for the “shared city” concept. 2.1) All existing PRAC members who have offices in LA must subscribe to the

“shared city” concept and therefore represent LA as a joint member firm. 2.2) Firms who expand into LA must also have their LA offices become the joint

member firm for LA. 2.3) The “shared city” of LA will not have a vote. Therefore the various joint members

will continue to exercise one vote in respect of their primary jurisdiction. 2.4) Whilst LA would thus be deemed a new “member” ,in view of the fact that it is in

essence the existing members sharing LA, the one-time admission fee of US$5,250 should be waived.

2.5) With regard to the membership fees, each joint member of LA would bear an

equal portion of the fixed 50% of the annual budget and pro-rata for the remaining 50% annual budget based on the partner counts for each LA office.

2.6) The hosting of a PRAC conference in LA would be done a joint basis by all the

joint members in LA . 2.7) An important principle is that each member should participate at PRAC

conferences by sending at least a representative from the LA office of that firm. This is in addition to the representative from the primary jurisdiction of that member.

2.8) Each firm would be allowed to list in the PRAC directory and website, its primary

jurisdiction and the LA office thereafter. 2.9) The non-LA member firms would be free to liaise with any of the joint LA

members and there is no obligation to use any one member.

R-#233363-v1-Guidelines_for__Shared_City__for_Los_Angeles

3) IMPLEMENTATION

This concept must be accepted by all the existing firms who have offices in LA. If any one decides not to support this idea, then it is not feasible to proceed with the “shared city” concept and the alternative would be to select a separate and independent LA firm.

PACIFIC RIM ADVISORY COUNCIL COUNTRY REPORT (STAGE 2) – SOUTH AFRICA Pursuant to a decision taken by the Membership Committee, Willem Sodderland (WS) of Nauta Dutilh and myself (SS) conducted interviews in South Africa with 4 law firms from 22 September 2004 to 23 September 2004. All of our interviews went well and each firm provided us adequate information about itself. 1 firm (Deneys Reitz) has indicated that it is unlikely to be interested in being considered for PRAC. The 3 other firms indicated a possible interest with the most positive responses from Edward Nathan & Friedland and Bowman Gilfillan. A summary of our meetings follows. The whole of South Africa is in the midst of the BLACK ECONOMIC EMPOWERMENT (BEE) Program. This is a concerted effort by the Government, businesses and the society as a whole to improve the lives of previously disadvantaged individuals (PDI). All the law firms we interviewed are heavily involved in this Program and have structured their own initiatives to promote affirmative action and employment equity. Indeed some of these firms made it a point to highlight to us the leading roles that each of them has played in the BEE Program. BOWMAN GILFILLAN 165 West Street, Sandton, Johannesburg We met Jonathan Schlosberg (Chairman), Leon Kruger (Chief Executive Officer), Michael Doherty (Director) and Charles Valkin (Director) on 23 September 2004. Background This firm is one of the oldest and largest in South Africa. It has offices in Johannesburg, Cape Town and London. Currently, it has 79 partners and about 170 other fee earners. On 1 March 2004, there was a change in management and Jonathan Schlosberg was appointed Chairman whilst Leon Kruger was appointed CEO. The firm moved into its new premises on 20 August 2004. WS and I were privileged to be amongst the first foreign guests in the new premises. This firm is mentioned frequently in the Chambers Directory of South African firms and has received good reviews for its work in banking, corporate finance and M&A deals. Areas Of Practice The main focus of the firm is corporate work which includes M&A, Capital Markets, Corporate Finance and General Corporate work. It also has a large litigation practice (although the practice in South Africa is similar to that in London where law firms do the getting-up and engage advocates to handle the matter in court). Other areas would include Intellectual Property, Employment Law and General Commercial Law.

The firm has acted for several financial institutions, multinationals and local companies. Amongst its clients are UBS, Citigroup, various departments of the Government of South Africa, pharmaceutical companies and several insurance companies. It has also recently acted as the South African legal adviser to FIFA in connection with the 2010 FIFA World Cup to be held in South Africa. Referrals From Or To PRAC Jurisdictions This firm is the South African representative of Lex Mundi. It has thus dealt with several of the PRAC firms who are also members of Lex Mundi. It has also dealt with Nauta Dutilh, Lovells and Clayton Utz. It also acts for clients from or clients who have dealings in, PRAC jurisdictions such as Australia, Taiwan, Malaysia, Holland and Thailand. Level Of Interest In Joining PRAC The partners whom we met expressed a keenness to be a member of any affiliation which enhances the firm’s business and profile. Hence the firm’s participation in Lex Mundi. It was mentioned to us that this firm was previously interviewed by a PRAC team several years ago as a possible candidate for PRAC. They were aware that Werksmans was appointed as the PRAC member at that time. The partners took great interest in the workings of PRAC and sought to know more about the commitment levels and involvement required. They also were keen to share information about their firm. EDWARD NATHAN & FRIEDLAND 4th Floor, The Forum, 2 Maude Street, Sandown Sandton 2146 South Africa We met Michael Katz (Chairman), Coenraad Jonker (CEO), Pat Cronin (Director), Bruce Schubach on 22 September 2004. Background This firm is ranked very highly in South Africa for its quality work in M&A deals. Its Chairman, Mr Michael Katz is regarded as one of the leading Corporate advisers in SA. The firm was acquired by Nedcor Investment Bank in 1999. Nedcor acquired the firm to handle the legal aspects of its M&A and Corporate Finance deals. The partners are now considering de-linking from Nedcor and being independent. This is to enable the firm to

work for a larger client base and to handle litigation work (which it could not do as long as it had non-lawyers as owners). The firm has about 50 partners and another 50 fee earners. It has offices in Johannesburg and Cape Town. It will be moving to its new premises in October 2004. We were privileged to be given a tour of the almost complete building. Areas Of Practice The firm’s focus is on M&A and Corporate Finance. It also handles banking and financial transactions, employment, environmental, IP and IT, asset and aircraft finance, public service and utilities and tax matters. It has received several awards including the:- (1) Ernst & Young Mergers & Acquisitions 2002 - First (2) Dealmakers Awards – General Corporate Finance – First (3) Dealmakers Awards – M&A – First (Deal Flow), Second (Deal Value) (4) Professional Management Review – 2003 Diamond Arrow Award The litigation work is currently done by ex-partners of the firm who are located next door to the current premises. These ex-partners will be moving to the new building as well. In the event that the firm de-links from Nedcor, the intention is to merge the litigation practice with the firm. Referrals From Or To PRAC Jurisdictions The firm has a stable source of work from international and local clients. It acts for clients from jurisdictions such as Malaysia, Taiwan, the UK and Holland. It also has started to engage Chinese firms for legal services. Level Of Interest In Joining PRAC The partners we met expressed interest in PRAC and asked many questions about the organisation, its members, the fee structure and the conferences. It was important to the firm that London and New York were “open” cities. WEBBER WENTZEL BOWENS 10 Fricker Road Illovo Boulevard Johannesburg 2196 We met Mike Pinnock on 23 September 2004.

Background This firm originated in 1868 and has become one of the largest law firms in South Africa. Currently it has about 60 partners and another 140 fee earners. It has offices in Johannesburg and Cape Town. The firm had an association with MAITLAND. This relationship began during the apartheid years when WWB partners who relocated to Luxembourg opened the MAITLAND office. This office advised the ex-partners and South Africans on the protection of assets. Several MAITLAND partners are nominal partners in WWB. This is mainly symbolic and this practice may eventually cease. Currently, the association with MAITLAND is quite loose. Areas Of Practice The main areas of practice are corporate services which includes M&A, Project and Structured Financing and Banking Law. These areas account for about 70% of the firm’s income. The other areas are IP, Industrial Relations, Real Estate and Tax. In the Chambers 2002/2003 World Survey, this firm was rated as the Africa Law Firm of The Year. Referrals From Or To PRAC Jurisdictions The firm acts for various multinationals, local companies and governmental bodies. It has worked with Clayton Utz, King & Wood, Nauta Dutilh, Tilleke & Gibbins and Luce Forward. Level Of Interest In Joining PRAC The partner we met did indicate that the firm is concerned that non-PRAC firms may not refer work to WWB. From the tone of the meeting and low level of interest, it would appear that this firm may not be keen on joining PRAC. In fact, in their letter dated 28 September 2004, they informed us that they will not want to join PRAC. DENEYS REITZ 82 Maude Street Sandton 2196 We met Kevin Cron on 22 September 2004. Background This firm has 180 fee earners including 85 partners. It has offices in Johannesburg, Cape Town and Durban. It has relationships with several law firms in the UK, US, Europe and Australia.

Areas Of Practice The main focus is Corporate, Resources and Mining, Insurance and Litigation. It also has a large Africa practice. Referrals From Or To PRAC Jurisdictions It has not had many dealings with PRAC firms. It does have a base of international clients. Level Of Interest In Joining PRAC It is unlikely that this firm would be interested in joining PRAC. Our assessment is that it would not be an ideal choice for PRAC. RECOMMENDATION In our view, either the Bowman or Edward Nathan firms would be good candidates for membership. The fact that Bowman is a Lex Mundi member means that it has some understanding of how law associations function. It should have adequate resources to be a member of Lex and PRAC at the same time. Edward Nathan on the other hand is an aggressive younger firm who may be prepared to inject energy and enthusiasm in PRAC so as to enhance its status as a leading SA firm. Report prepared by Willem Sodderland and S.Sivanesan 29 September 2004

A L L E N D E & B R E A A B O G A D O S

M E M O R A N D U M

Date: August 6, 2004

To: Sivi Sivanesan From: Osvaldo J. Marzorati Firm or Company: Rodyk & Davidson Direct Line: (54-11)4318-9943 c.c.: Patrick Sherrington, Warren Gorrell, Eui Jae Kim, Jorge Carey, John Shirbin , Jeff Barnes, J. Willem Sodderland, Susan Iannetta

E-mail: [email protected]

Switchboard: (54-11) 4318-9900

Reference: Country Report: France

Below you shall find my report on France as a suitable country to be incorporated to PRAC in lieu of, or in addition to, Spain, if your Committee decides to move forward with respect to the latter for consideration at our Delhi gathering.

I trust that the agenda and the exchange of views shall be very productive.

COUNTRY R EPORT: FRANCE

1. France: An overview1

a) General Description

• Official name: République Française • Currency: the Euro • Capital City: Paris • Population: 61.4 million inhabitants

(January 2003) • Density: 107 inhabitants per sq. km • 52 urban areas with over 150,000 inhabitants • GDP: $1.558 trillion (2002 est.) • GDP per capita: $25.888,77

1 Sources (unless otherwise specifically stated): http://www.info-france-usa.org/atoz/descript.asp#5 (updated as of year 2003) and http://www.legal500.com/lfe/frames/fr_fr.htm).


2.

• Exports: $307.8 billion f.o.b. (2002) • Imports: $303.7 billion f.o.b. (2002 est.) • Labor Force: 26.5 million • Unemployment: 9.3%

b) Introduction

Being one of the most modern countrie s in the world, France is a leader among European nations. Since 1958, it has constructed a presidential democracy resistant to the instabilities experienced in earlier parliamentary democracies. A member of the European Union2, France is the largest country in Western Europe with an area of 551,000 sq. km -almost one fifth of the total area of the EU, two thirds of which is covered with plains. The coastline of France, with an extension of 5,500 km, is bordered by four bodies of water: North Sea, English Channel, Atlantic Ocean, and Mediterranean Sea, being the exclusive economic zone of over 11 million sq. km. The Alps -of which the highest peak, Mont Blanc, rising to 4,807 meters, is the highest mountain in Western Europe, the Pyrénées, Jura, Ardennes, Massif Central, and Vosges are the principal mountain ranges.

c) Administrative organization. Executive and Legislative Branches.

The French Republic comprises: the Metropolitan France, which is divided into 22 regions and subdivided into 96 departments; Four overseas departments (DOM) -Guadeloupe, Martinique, Guyana (French Guiana), and Reunion; Four overseas territories (TOM) -French Polynesia, New Caledonia, Wallis and Futuna and the French Southern and Antarctic Territories; and, the "Territorial communities" with special status -Mayotte and St Pierre and Miquelon. The Constitution of October 4, 1958 provides the institutional basis for the Fifth Republic. It has been amended several times to, among other things, establish the European Economic and Monetary Union, institute the election of the President of the Republic by direct universal suffrage (1962), incorporate a new title defining the criminal liability of members of the Government (1993), recognize the jurisdiction of the International Criminal Court (1999), stipulate equal access of men and women to elective office and positions, and reduce the presidential term of office (2000).

Executive Branch: The President of the Republic is the Head of State and, elected for a five-year term by direct universal suffrage, appoints the Prime Minister and, on the latter's recommendation, appoints the other members of the Government.

2 Hereinafter: “EU”.


3.

The President presides over the Council of Ministers, promulgates Acts of Parliament, and is Commander- in-Chief of the Armed Forces. He may dissolve the National Assembly and, in an emergency, exercise special powers.

On the other hand, under the direction of the Prime Minister, the government establishes and carries out national policy for which it is accountable before the Parliament. The Prime Minister directs the operation of the government and ensures the implementation of the legislation. Jacques Chirac became the fifth President of the Fifth Republic on May 7, 1995. He was re-elected on May 5, 2002 3. Current Prime Minister Jean-Pierre Raffarin was appointed on May 6, 2002.

Legislative Branch: The Parliament is formed by two assemblies:

• The Senate, which is currently comprised of 321 senators and whose members are elected for a nine-

year term by indirect universal suffrage, with one third renewed every three years. The next election will take place in September 2004.

• The National Assembly, which is comprised by 577 deputies and whose members are elected by

direct universal suffrage for a five-year term. The most recent general election was held in June 2002.

In addition to providing a check on the Government, the two assemblies draw up and pass legislation. In case of disagreement on a law, the National Assembly makes the final decision.

d) Economy4

France is one of the world's major economic powers and, being the second largest in the eurozone area, its economy combines extensive private enterprise with substantial, but declining, government intervention. In fact, since the early 1990s the government has been gradually relaxing its control over these sectors and has partially or fully privatized many large companies, banks, and insurers. However, the government still retains controlling stakes in several leading firms and considerable influence over key segments of infrastructure sectors, with majority ownership of railway, electricity, aircraft, and telecommunication firms. The telecommunications sector is gradually being opened to competition. The current government has lowered income taxes and introduced measures to boost employment. At the end of 2002, the government was focusing on the problems of the high cost of labor and labor market inflexibility resulting from the 35-hour workweek and restrictions on lay-offs. The government was also pushing for pension reforms and simplification of administrative procedures.

3 More information at www.elysee.fr 4Sources: http://www.infoplease.com/ce6/world/A0858212.html; http://www.indexmundi.com/france/economy_overview.html; http://www.nationmaster.com/encyclopedia/France.


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Large tracts of fertile land, the application of modern technology, and subsidies were combined to make of France the leading agricultural producer in Western Europe. Said activity plays a larger role in France than it does in the economies of most other industrial countries. On the other hand, France is among the world's largest producers of bauxite and it has iron and coal as well. However, both mining and the related metallurgy are in decline. France's leading industries produce machinery, chemicals, automobiles, metals, aircraft, electronics equipment, and foods (especially cheese). Advanced technology industries are growing as well. Tourism is an important industry, and Paris is famous for its luxury goods. In addition, France has a leading aerospace industry and is the only European country, after Russia, to have its own national space center. More than half of France's trade is with other EU members. Japan, the United States, and China are also important trading partners. Leading exports are machinery and transportation equipment, chemicals, foodstuffs, agricultural products, iron and steel products, textiles, and clothing. Leading imports include crude oil, machinery and equipment, agricultural produc ts, chemicals, and iron and steel products. Nuclear energy furnishes 75% of all electricity produced in France. The chief ports are Rouen, Le Havre, Cherbourg, Brest, Saint-Nazaire, Nantes, Bordeaux, Toulon, Dunkirk, and Marseilles. France has an extensive railway system, the Société Nationale des Chemins de Fer Français (SNCF). High-speed rail lines (TGVs) connect Paris with several French cities, as well as Belgium, the Netherlands, Germany, and, via the Channel Tunnel, Great Britain.

France joined ten other EU members to launch the Euro on January 1 1999, completely replacing the French franc in early 2002.

French economic outlook5: The growth over nine months was of 2.3%, although no yearly figure is available. Besides, the business sentiment indicator also rose to 106 in June from 105 in May 2004. The French economy grew by a stronger-than-expected 0.8% in the first quarter of 2004, according to official figures. Other figures6: • Budget (expenditures): $330 billion, including capital expenditures o f $23 billion (year 2002 est.). Per

$ GDP: $21.18 per $100. Per capita: $5483.50 per person. • Budget (revenues): $286 billion. Per $ GDP: $18.35 per $100. Per capita: $4752.36 per person. • GDP: $1.558 trillion (2002 est.). Per capita: $25.888,77 per person. • GDP (PPP): $1,426.6 billion.

5 Source: http://news.bbc.co.uk/2/hi/business/3896061.stm (as of Thursday, 15 July 2004). 6 Source: http://www.nationmaster.com/country/fr/Economy.


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• GDP growth (1998-2002): 2.7%. e) Legal System

Together with the police and the army, the legal system is responsible for maintaining public order based on respect for and application of the Law. The French legal system is organized based on a fundamental distinction between ordinary courts, with jurisdiction over disputes between private individuals or bodies, and administrative courts, with jurisdiction in all cases involving some form of dispute between citizens and public authorities.

There are two types of courts: • Civil courts:

Ordinary (regional court) or specialized (district courts, commercial courts, social security courts, and the Conseils des prud'hommes for labor relations disputes between employees and employers).

• Criminal courts, which distinguish three types of offence: - Contraventions (petty offences), tried by police courts, - Délits (misdemeanors), tried by criminal courts, - Crimes (serious indictable offences) tried by the Assize Court (the only court with lay jurors and

whose sentences cannot be appealed).

There is a specific court for minors, the Youth Court, for both civil and criminal cases. The highest judicial body is the Supreme Court of Appeals, which is responsible for examining appeals against the decrees of lower courts. The Council of State is the supreme administrative court and court of final appeal on the legality of administrative acts. The government also consults the Council of State on draft legislation and on some draft orders.

f) Legal Market

The heart of France’s centralized structure is Paris, the capital and epicenter of the country's business and legal community. As a result, Paris is home to both the country's leading indigenous law firms and a host of foreign law firms principally from the US and the UK. Outside of Paris, Lyon, the capital of the Rhône-Alpes region, is France's second economic center. The country's two other major centres of business are Lille and Marseille. Like Lyon, Lille is largely


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industrial while Marseille, the Mediterranean hub port, is the economic and maritime capital of the South. Other important cities include Nantes, Rennes, Bordeaux, Toulouse, Montpellier, and Strasbourg.

In 1992, the profession was modified by merging the avocats profession with that of the conseils juridiques. The resulting change was an important one because law firms were given an opportunity to provide a complete service adapted to the needs of business clients. While the two professions are generally harmoniously intertwined in Paris, the situation is slightly different in the provinces where often there is still a distinction between firms engaged in court work and those supplying out-of-court legal services. There are more than 35,000 avocats in France, of which approximately 40% are registered at the Paris Bar. In the regions, few firms boast more than ten avocats although there are some exceptions, notably in Lyon. The number of firms active on a national scale is small. The largest is FIDAL, with 21 regional directorates and 107 offices. LANDWELL & ASSOCIÉS / PARTNERS has offices in Bordeaux, Grenoble, Lille, Lyon, Marseille, Montpellier, Nantes, Rennes, Strasbourg while DELOITTE & TOUCHE JURIDIQUE ET FISCAL, in Marseille, Lyon, Bordeaux, Tours, Lille, and Nantes and EY LAW in Bordeaux, Grenoble, Lille, Lyon, Marseille, Monaco, Montpellier, Nantes, Nice, Saint-Etienne, Strasbourg, and Toulouse. The other firm with a national spread is the labor law specialist BARTHÉLÉMY & ASSOCIÉS, member of ius laboris with offices in 14 cities (Paris, Lille, Rennes, Strasbourg, Clermont-Ferrand, Lyon, Bordeaux, Toulouse, Nîmes, Montpellier, Marseille, Nice, Nantes, Saint-Etienne). Compared to Anglo-Saxon firms, the size of French practices may appear modest. Where French firms have chosen expansion, this has frequently been done in order to add a broader international dimension (GIDE LOYRETTE NOUEL being the obvious example). At the same time, there are a number of medium-sized firms in Paris which do not compete in size but are regarded as centers of excellence (for example, BREDIN PRAT). Forty or so Anglo-Saxon firms are represented in Paris. Their contribution to the development of the legal market is undisputed. There are comparatively few other countries represented in the French legal market. German firms, for instance, have tended to turn their expansion plans more towards Eastern Europe. Nonetheless, a handful of German firms have offices in Paris: BRANDI DRÖGE PILTZ HEUER & GRONEMEYER; HAARMANN HEMMELRATH; GRÜTZMACHER GRAVERT VIEGENER; and BSR RÖDL & PARTNERS. Dutch firm LOYENS & LOEFF is present, while NAUTADUTILH announced the closure of its Paris office in October 2002. Scandinavia is represented in France by Swedish firm VINGE, and southern Europe by the Italian firm CARNELUTTi, and the Spanish firm J A CREMADES ET ASSOCIÉS.

g) Links abroad


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Twenty- five French firms based in Paris maintain a presence abroad, varying from a small office staffed by one or two avocats, to a larger, structured office, often the result of a merger with a local firm. Five firms have a strong foreign presence. In the late 1980s, GIDE LOYRETTE NOUEL took on an important strategic route to expansion in the international markets. Hence, the setting up of offices in Riyadh, New York, and Brussels, followed by Warsaw, Moscow, Bucharest, Budapest, Prague, Istanbul, Hanoi, Beijing, Shanghai and, more recently, Tunis, Casablanca, and Algiers (planned to open in early 2004). Finally, GIDE LOYRETTE NOUEL opened in London in 2003 with a 30-lawyer banking and finance team from SIDLEY AUSTIN BROWN & WOOD LLP. Nowadays, one-third of the firm's lawyers is located abroad, in offices generally headed by a French partner. SALANS has a presence in London and the US, in Moscow and Warsaw as well as St Petersburg, Kyiv, Almaty, Baku, and Atyrau. After taking over teams from ALTHEIMER & GRAY in 2003, the firm is now present in Prague, Bratislava, Bucharest, Istanbul, and Shanghai. CMS BUREAU FRANCIS LEFEBVRE is represented all over Europe, being part of the CMS network. But CMS BUREAU FRANCIS LEFEBVRE already had offices abroad, which have, in some cases, merged with the CMS offices in the same cities. To date, the firm is present in Berlin, Brussels, Bucharest, Buenos Aires, Casablanca, Düsseldorf, Madrid, Montevid eo, Moscow, New-York, Sao Paulo, and Shanghai. VOVAN & ASSOCIÉS has offices in Italy, China, Vietnam, and Thailand, while DS AVOCATS is well represented in Asia, Belgium, and Spain. On the other hand, other firms have successfully developed internationally in niche areas, often by accompanying particular clients. In addition, there are firms that have developed special expertise in EU law, such as COUTRELIS & ASSOCIÉS, FUNCK-BRENTANO GEWELBE BROUSSEAU, UGGC & ASSOCIÉS (the firm also opened an office in Casablanca in 2002), VOGEL & VOGEL, as well as the specialists in environmental law HUGLO LEPAGE & ASSOCIÉS CONSEIL. While VOGEL & VOGEL is present in Frankfurt, BIGNON LEBRAY & ASSOCIÉS is represented in Madrid, JP KARSENTY & ASSOCIÉS in London, Brussels, and Milan, and N GO MIGUÉRÈS & ASSOCIÉS in Milan. In Eastern Europe, BERLIOZ & CO maintains a presence in Vilnius, and MOQUET BORDE & ASSOCIÉS in Brussels, Tallinn, and Budapest. With regard to the US, both SOKOLOW DUNAUD CARRERAS and THIEFFRY & ASSOCIÉS have an office in New York. Besides, NGO MIGUÉRÈS & ASSOCIÉS is in Mexico whereas KLEIN GODDARD ASSOCIÉS can be found in Singapore, LEFÈVRE PELLETIER & ASSOCIÉS in Hong Kong, THIEFFRY & ASSOCIÉS in Shanghai, and ADAMAS in Beijing, Shanghai, Taipei, Canton. Finally, a few firms are represented in Africa: EY LAW has offices in the Ivory Coast, Gabon, Senegal, Cameroon, and Congo. KLEIN GODDARD ASSOCIÉS is also established in the Ivory Coast.

h) Billing

With fees generally negotiated with the client in advance, the majority of the firms work on an hourly rate basis. Hourly billing is quite a recent development for French firms, very much a result of the Anglo -


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Saxon firms' influence. Some firms prefer a flat fee. Contingency fees, which were officially prohibited, are now increasingly being used.

Hourly billing rates range from €155 for junior lawyers to €520 for senior partners, though in some cases more may be charged on particularly complex issues. Generally, rates outside Paris are lower, in general around one-third lower than in Paris.

2. French Law Firms7

As the benchmark French firm, GIDE LOYRETTE NOUEL is among the most recommended French law firms. With nearly 470 lawyers worldwide, the firm boasts some of the most renowned teams in the Paris market: M&A, banking and finance, capital markets, commercial property, public law, IP, and litigation to mention a few. With 16 offices abroad, GIDE LOYRETTE NOUEL is also one of the few French firms with an international presence. In 2003, the firm opened an office in London with a 30- lawyer team from SIDLEY AUSTIN BROWN & WOOD LLP. On the other hand, another highly recommended French law firm is CMS BUREAU FRANCIS LEFEBVRE. The firm’s activity is solid and supported by a wide client base. Belonging to the CMS network has strengthened the firm's international presence and its transactional practice. The firm remains the reference firm for tax in France. That said, CMS BUREAU FRANCIS LEFEBVRE now achieves half of its turnover from its other advisory activities with a strong employment law team and abilities in real estate and corporate/M&A (for mid-cap companies). The firm is also present in Lyon and Strasbourg. In addition, another firm that stands out among French law firms is LANDWELL & ASSOCIÉS / PARTNERS. Currently, the firm has about 650 lawyers across France, with the arrival of several lawyers from ARCHIBALD in 2002 and 2003. While a good proportion of the firm’s work lies in corporate tax, labor law, private tax, and all other types of advisory work are also handled and are growing more rapidly than the tax activities. Yet, RAMBAUD MARTEL, considered by some to be the best possible combination of a high-level litigation practice and a top, high-quality advisory practice, is also among the highly recommended French law firms. In addition to its significant presence in the large stock exchange battles of the last few years, the firm has similar expertise in EU law, labor, public and construction law, and insolvency. The firm regularly works with foreign practices including TRAVERS SMITH BRAITHWAITE and MACFARLANES. Another outstanding French law firm is JEANTETASSOCIÉS. Having decided to concentrate on practice areas with high added value and, after reducing its size considerably a few years ago while increasing its profitability, the firm is now growing again slowly in these areas, with three new partners in 2003 in corporate and banking. JEANTETASSOCIÉS practices in areas related to M&A and litigation and is

7 Sources: www.martindale.com and www.legal500.com (European Legal 500). Also see: www.eattorney.com.


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considering developments in public and labor law. The firm is determined to carry on as an independent player. Finally, another recommended French law firm is SALANS (formerly SALANS HERTZFELD & HEILBRONN). While known for its Central and Eastern European practice, the firm is also present in the English and American market. The firm took over about 60 lawyers from ALTHEIMER & GRAY in September 2003 in London, New York, Prague, Bratislava, Bucharest, Istanbul, and Shanghai and it currently has a total of 450 lawyers with about 130 partners worldwide. A full-service firm, SALANS is particularly prominent in pharmaceuticals, luxury goods, aerospace, sport, and venture capital. The firm's main areas of expertise are M&A, IT, labor law, arbitration, and litigation (often with an East/West element).

3. Description of French law firms a) GIDE LOYRETTE NOUEL

26 Cours Albert 1er, 75008 Paris, France Tel: 33 1 40 75 60 00 fax: 33 1 40753781 E-mail: [email protected] Website: www.gide.fr Firm Profile: Built from a premier position in France to a powerful independent international law firm, GIDE LOYRETTE NOUEL operates out of 17 offices around the world. With 88 partners and 400 associates drawn from over 30 nationalities, the firm offers some of the most respected specialists in each of the various sectors of national and international finance and business law. For more than 80 years, GIDE LOYRETTE NOUEL has been offering legal advice and assistance to companies, public and private institutions, and governments. Constantly demanding the highest quality from its lawyers, the firm is able to assist clients in resolving all kinds of legal issues, no matter how complex or diverse.

The firm has offices in Europe (Brussels, Bucharest, Budapest, Istanbul, London, Moscow, Paris, Prague, and Warsaw), in the US (New York), in the Middle East (Riyadh), in North Afr ica (Algiers, Casablanca, and Tunis), and in Asia (Hanoi, Beijing, and Shanghai).

Lawyers at GIDE LOYRETTE NOUEL advise and represent clients in all aspects of commercial law. Over 60 lawyers at the firm work on mergers and acquisitions, takeover bids, public offers of exchange, stocks and bonds issues, stock exchange flotations, and privatizations, both in Paris and abroad. GIDE LOYRETTE NOUEL’s banking and finance team is one of the most prominent in the market, offering French, English and, US banking and finance law capability. More than 110 lawyers, located both in Paris and London, deal with all aspects of banking and finance law, in particular, all types of financing


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(including classic bank financing, structured finance, acquisition finance, project finance and, securitization), international debt and capital securities issues, accounting, and derivative and structured products. The firm is also renowned for its real estate law practice. It acts on behalf of investors, property developers, or tenants at all stages of real estate transactions, in France and abroad. In addition, GIDE LOYRETTE NOUEL’s lawyers have a well-established reputation in arbitration, litigation, tax law, labor law, and public law. They have developed a high level of expertise in matters relating to patents, brands, information technology law, the Internet, e-commerce, media, and telecommunications. Finally, by virtue of its presence in Brussels for more than 35 years, the firm has a proven track record in economic and EU law. In particular, it is regarded as a leader in the fields of competition, WTO, and anti-dumping law. In order to provide its clients with the best possible service in Paris and abroad, the firm operates through multinational and multi-disciplinary teams.

b) CMS BUREAU FRANCIS LEFEBVRE

(Formerly Bureau Francis Lefebvre) 1-3, Villa Emile Bergerat, 92522 Neuilly-Sur-Seine, Cedex Paris, France Telephone: +33 1 47 38 55 00 Fax: +33 1 47 38 55 55 Email: Contact Us Web Site: Http://Www.Bfl-Avocats.Com

Firm Profile: Established in 1924 and with more than 75 years' experience, CMS BUREAU FRANCIS LEFEBVRE ranks among the foremost business law firms in France. Both small and midsize businesses and large corporations recognize and value its multidisciplinary capabilities - tax, business, and employment law services-, authoritative experts supported by doctrine and research teams, and personalized local service based on active and sustained relationships. CMS BUREAU FRANCIS LEFEBVRE is firmly committed to providing all clients with the powerful synergies of its legal expertise. The firm has twelve offices opened outside France since the 1980s in Russia, the USA, South America, Europe, North Africa and, most recently, in Shanghai. The firm’s international scope has been strengthened by its membership in the CMS network since 2001. With a 350- lawyers' team in France, broadened to 1900 worldwide, this helpful network structure enables the firm to deliver seamless transnational legal and tax expertise. The 7 other member firms of CMS are: CMS Adonnino Ascoli & Cavasola Scamoni, CMS Cameron McKenna (United Kingdom), CMS Derks Star Busmann (The Netherlands), CMS von Erlach Klainguti


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Stettler Wille (Switzerland), CMS Hasche Sigle (Germany), CMS Lexcelis (Belgium), and CMS Strommer Reich-Rohrwig Karasek Hainz (Austria). The firm insists on practicing no other activity. Historically concerned about the quality of his advice, CMS BUREAU FRANCIS LEFEBVRE was the first major law firm to obtain ISO 9001 certification. At the same time, it develops an ambitious recruitment and training policy through the mentoring of young recruits.

c) LANDWELL & ASSOCIÉS

Société d'Avocats au Barreau de Paris 32 Rue Guersant 75017 Paris, France (Main Office) Telephone: +33-1-56 57 56 57 Fax: +33-1-56 57 56 58 Web Site: http://www.landwell.fr Firm Profile: LANDWELL is one of the largest international law practices with 2,800 business and tax lawyers worldwide. LANDWELL provides a full range of legal services, through specialists organized in global networks. The firm’s main focus is on cross border M&A transactions and Corporate Transformation projects. Working closely with PRICEWATERHOUSECOOPERS, LANDWELL is a market leader in the design and delivery of complex corporate change. This is achieved through a focus on strong local capabilities with a global outlook and by ensuring that its implementation skills match its legal ones. LANDWELL & ASSOCIÉS was established in 1971 and, in France, is a member firm of LANDWELL. It offers tax and legal services, combining this with a global capability to provide a seamless service internationally. The firm’s practice areas are: Antitrust Dispute Resolution, Antitrust and Trade Regulation, Bankruptcy, Banks and Banking, Business Law, Commercial Law, Communications and Media, Computers and Software, Copyrights, Corporate Law, Energy Law, Environmental Law, EU Law, Finance, Government, Intellectual Property, Investments, Labor and Employment, Litigation, Mergers and Acquisitions, Natural Resources, Patents, Property Law, Real Estate, Securities, Taxation (Corporate Tax, Personal Tax, VAT & Excise, International Tax), Trademarks, Utilities. The firm has other offices in Bordeaux, Grenoble, Lille, Lyon, Marseille, Montpellier, Nantes, Rennes, and Strasbourg. Law Firm Affiliations: LANDWELL.


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d) RAMBAUD MARTEL

25 Boulevard de l'Amiral Bruix 75782 75782 Paris Cedex 16, France (Main Office) Telephone: 01 40 67 1700; International +33 1 40 67 1700 Fax: +33 1 40 67 28 80 Web Site: http://www.rambaud-martel.com Firm Profile: Established in 1977, RAMBAUD MARTEL has a team of 100 lawyers, of whom 32 are partners. RAMBAUD MARTEL's activities are equally balanced between transactional work and litigation. This enables the firm to answer a diversity of legal and judicial needs of companies of all sizes. In addition, through the quality of the relations it has developed with foreign correspondents, RAMBAUD MARTEL handles transactions and/or cases of international dimensions and provides counsel to its clients in any country. Recently, RAMBAUD MARTEL has been involved in key transactions, in mergers and acquisitions, as well as in concentrations, restructurings, privatizations, or the financial recovery of listed and unlisted companies. The firm has also played a role in the implementation of public infrastructure and industrial projects, and in complex contentious matters. RAMBAUD MARTEL has also widely developed its practices in tax law, real estate law, labor law and the fields of intellectual property, new technologies, insurance, liability of companies and directors, and sports law.

e) JEANTET AND ASSOCIES

87, avenue Kléber 75784 Paris Cedex 16, France (Main Office) Telephone: +33-1 45 05 80 08 Fax: +33 1 47 04 20 41 Web Site: http://www.jeantet.fr Firm Profile: Founded in 1924, JEANTETASSOCIÉS focuses on strategic areas of business law. JEANTETASSOCIÉS is recognized as one of France's premier independent law firms, distinguished by its members’ experience and know-how in the fields of long-term and equity financing operations and litigation.


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Since its creation, JEANTETASSOCIÉS’ activity has focused on complex and sensitive files. The Firm offers a high value added service when advising as well as in litigation, and provides relevant solutions to its clients’ legal and judiciary issues by constituting ad hoc teams when necessary. Recognized in the French institutional landscape, the Firm advises its clients in France, in Europe and abroad. The Firm encompasses: • 110 members • 19 partners with a broad spectrum of legal specialties • Counsels, litigators, and tenured law professors chosen from among the top experts in their various

areas of practice • An average of one partner for three associates A committee of six partners, elected for three years, manages the Firm. The activities of the firm’s lawyers and its clients are supported by its four departments. The firm’s practice areas are: General Practice in French, EU and International Business Law, Mergers and Acquisitions, Banking and Finance, Competition and Distribution Law, International Trade and Contracts, Tax, Labor Law, Business Criminal Law, Administrative Law, Bankruptcy, Insolvency and Restructuring, Real Estate, Energy and Natural Resources, Litigation and Alternative Dispute Resolution. Firm Size: 66 The firm has another office in New York, U.S.A.

f) SALANS

9, Rue Boissy d'Anglas 75008 Paris, France Telephone: +33-1 42 68 48 00 Telex: 280990 PARILEX Fax: +33-1 42 68 15 45 Email: Contact Us Web Site: http://www.salans.com The firm was founded as "SALANS HERTZFELD & HEILBRONN" in Paris in 1978 as a French and American lawyers’ intent on creating a multinational law practice that would combine the complementary skills of lawyers trained in the European civil law and Anglo-American common law traditions.


14.

SALANS is a full service international law firm with offices in Almaty (and a branch in Atyrau), Baku, Bratislava, Bucharest, Istanbul, Kyiv, London (and a branch in Bromley), Moscow, New York, Paris, Prague, Shanghai, St. Petersburg, Warsaw. Reflecting the globalization of business, SALANS represents clients from all over the world in a broad range of cross-border transactions and disputes. At the same time, each of the firm’s offices provides a full spectrum of in-depth legal services for local law matters. Its combination of international capability and domestic expertise enables the firm to provide comprehensive services matching the needs of global and local clients alike. SALANS’s clients include multinational corporations, commercial and investment banks, insurance companies, investment funds, international organizations, public entities, and sovereign states. SALANS also advises emerging and closely held companies, non-profit organizations, and individuals on a variety of matters. The firm has over 450 lawyers of more than a dozen nationalities, qualified to practice law in each of the jurisdictions in which the firm is present. SALANS’s diverse backgrounds, professional experience, qualifications, and linguistic capabilities enhance its ability to handle international and local matters. At the same time, the firm’s integrated, firm-wide management structure and common culture emphasizing dedication, excellence, integrity, and responsiveness ensure a uniformly high quality of legal work throughout all the firm’s offices.

a) LAMY LEXEL

9 Boulevard Malesherbes 75008 Paris, France (Main Office) Telephone: +33 1 55 27 24 00 Fax: +33 1 55 27 24 24 Web Site: http://www.lamy- lexel.com Firm Profile: Since its creation in 1949, the LAMY LEXEL has asserted itself as one of the leading French players in social legislation. Its development was due to its expertise and its publications as well as its contribution to the development of the law, especially in terms of transport. The firm was created in Lyon in 1958. The ambition of its founding members was to offer an original answer to meet the needs of the medium-sized companies engaged in high growth strategies. Right from the beginning, the firm was already characterized by a strong relationship and a close collaboration with its clients on all strategic decisions using the law to reach the objectives of the firm and to guide the clients in a most efficient way.


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The often rapid success and development of its clients has led LEXEL to develop numerous expert appraisals on complex problems requiring a combination of a technical knowledge and a fine assessment of the imperatives and the contexts. The geographical expansion of its clients has led the firm to intervene everywhere both on the domestic market as well as in the international scene. In 1998, LAMY and LEXEL decided to merge. This decision was based on a common vision and ambition: to provide a new answer to the market's requirements. The law firm is represented on an international level with the PANONNE LAW GROUP with offices in London and Manchester, Geneva, Brussels, Milan, Rome, Munich, Berlin, Düsseldorf, Barcelona, Lisbon and Madrid, Stockholm, Rotterdam, Andorra as well as in Quebec and Brazil. The firm’s practice areas are: Mergers and Acquisitions, Company Law, Stock Exchange Law, Engineering and Contractual Techniques, Fair Trading Regulations, Distribution Law and Community Law, Industrial Property Rights, Intellectual Property and New Technologies, Collective Procedures for Companies in Financial Difficulties, Tax System, Customs, Public Law, Environmental Law, Labor and Social Protection Law, Social Management and Strategies, Social Economy, Associations, Legal Department, Arbitration. Below is a list of French companies active in the Pacific Rim

- Air France - Alstom - AXA - BNP Paribas - Bouygues - Carrefour - Crédit Agricole - EADS - Lafarge - L´Oreal - LVMH - Pernod Ricard - PSA Peugeot Citroen - Renault - Saint -Gobain - Sanofi-Synthelabo Aventis - Société Générale - Thales - Valeo - Veolia - Vinci

Chicago Stage 1 Report Page 1 of 16

PRAC Stage 1 Report (Chicago)

Chicago Profile

Chicago sits on the shores of Lake Michigan, in the mid-west American state of Illinois. It has a population of 2,896,016 (2000 Illinois Census data). The entire state of Illinois has a population of approximately 12.6m, the 5th most populated state in the US, as the chart below illustrates.

Population (above 4,000,000) by State (2003) US Census Bureau

Tennessee, 5,841,748

Washington, 6,131,445

Indiana, 6,195,643

Massachusetts, 6,433,422

Virginia, 7,386,330

North Carolina, 8,407,248

New Jersey, 8,638,396

Georgia, 8,684,715

Michigan, 10,079,985

Ohio, 11,435,798

Pennsylvania, 12,365,455

Illinois, 12,653,544

Florida, 17,019,068

New York, 19,190,115

Texas, 22,118,509

California, 35,484,453

Wisconsin, 5,472,299

Minnesota, 5,059,375

Louisiana, 4,496,334

Alabama, 4,500,752

Colorado, 4,550,688

Arizona, 5,580,811

Missouri, 5,704,484

Maryland, 5,508,909

Kentucky, 4,117,827

South Carolina, 4,147,152

1. $350 billion economy

Chicago has a $350 billion economy. According to World Business Chicago, it is an economy larger than that of Switzerland or Russia . The Illinois Gross State Product in 2001 was $475b - Chicago is the major contributor to the Illinois economy. On an international scale, the Illinois GDP is greater than that of every country in South East Asia and greater than the GDP of all South American countries except Brazil.

The diagram below comparing GDP across the US shows that Illinois has the 5th highest GDP in the country.


Total State GDP (above 160,000) (2001) US Bureau of Economic Accounts: Regional Economic Accounts

Indiana, 189,919

Maryland, 195,007

Washington, 222,950

Virginia, 273,070

North Carolina, 275,615

Massachusetts, 287,802

Georgia, 299,874

Michigan, 320,470

New Jersey, 365,388

Ohio, 373,708Pennsylvania, 408,373

Illinois, 475,541

Florida, 491,488

Texas, 763,874

New York, 826,488

California, 1,359,265

Minnesota, 188,050

Tennessee, 182,515

Missouri, 181,493

Wisconsin, 177,354

Colorado, 173,772Connecticut, 166,165

Arizona, 160,687

2. Home for leading US and global companies

34 Fortune 500 company headquarters are based in Illinois, most of which, within Chicago (see Appendix A). 12 Fortune Global 500, 17 Financial Times Global 500, and 98 Corporate Headquarters (second only to New York) are in based in Chicago. Chicago is an important hub for the international business community. Most of the companies on the Fortune 500 list are multinationals. Appendix A provides details on the offshore locations of these companies.

A list of Chicago's Top 100 companies by market value can be found at Appendix B. Many of these companies have business operations throughout the globe, including Abbott Laboratories; Kraft Foods Inc; Boeing Co.; and Motorola Inc.

3. Key industry strengths

Chicago has a diverse economy. According to World Business Chicago, the city's key sectors are:

(a) Telecommunications

(b) Biotechnology/Life Sciences

(c) Business services

(d) Financial Exchanges

(e) Manufacturing

(f) Nanotechnology

(g) Technology

(h) Transportation & Distribution

(i) Wireless/mobile


A breakdown comparing the size of Chicago's industries is illustrated in the chart below

Chicago Industry Data (NAICS Codes) on 2001 Number of EstablishmentsSOURCE: Illinois Department of Employment Security, Labor Market Information Unit.

Manufacturing, 5.94%

Wholesale Trade, 7.47%

Retail Trade, 12.84%

Transportation & Warehousing, 2.79%

Information, 2.03%

Finance & Insurance, 6.99%

Real Estate & Rental & Leasing, 4.10%

Professional, Scientific & Technical Services, 13.65%

Management of Companies & Enterprises, 0.82%

Administrative & Waste Services, 5.78%

Educational Services, 1.07%

Health Care & Social Assistance, 8.75%

Arts, Entertainment & Recreation, 1.21%

Accomodations & Food Services, 7.05%

Other Services, 9.48%Construction, 9.21%

Mining, 0.04%

Unclassified, 0.63% Utilities, 0.07%

Agriculture, Forestry, Fishing & Hunting, 0.08%

3.2 Telecommunications

Chicago's Network Access Point (NAP) is reputed to be the world's largest exchange point by volume (10 terabytes/day), with 40 North American Internet service providers connecting directly to the Chicago NAP

3.3 Biotechnology/Life Sciences

(a) Chicago boasts a strong biotech industry sector supported by acclaimed scientific and academic bodies;

(b) A number of major life sciences entities are based in Chicago including industry leaders such as Abbott Laboratories, Baxter and Motorola;

(c) There is strong capital support for the sector including more than 120 venture capital funds;

(d) The Illinois Medical District, one of the largest urban medical districts in the US, contains the Chicago Tech Park, one of the nation's largest biotech incubators. This infrastructure supports entities such as, the Argonne National Laboratory which operates a $20 billion biotechnology initiative;

(e) There is a strong intellectual and employment capital in this sector. For example, Chicago has one of the highest college grads per capita than any other major city, is one of the largest employer of high-technology workers and has one of the largest medical communities in the US. The high-technology employment: $35 billion regional high-tech output, over 7,100 companies and 347,100 workers.

3.4 Business and legal services

Chicago is one of the leading cities in the US with the number people employed in business /consultancy services. This is indicative of the strength of other industry sectors that require additional business advisory support.


Chicago legal market

The legal market in Illinois (based on the number of registered attorneys), is the 4th largest in the United States, following New York, California and Texas. Chicago is the home of the most substantial firms in Illinois.

The chart below illustrates the relative size of the Illinois legal market as compared to other regions of the United States with over 16,000 registered attorneys.

Attorneys (above 16,000) Registered by State with ABA

Virginia , 20,129

Missouri, 20,252

Maryland , 20,603

Washington , 21,300

Georgia , 24,367

Michigan , 30,734

Ohio , 34,856

New Jersey , 37,172

Pennsylvania , 41,193

Dist. of Columbia , 41,721

Massachusetts , 48,650Florida , 54,643

Illinois , 57,531

Texas , 65,983

California , 136,571

New York , 140,479

Minnesota , 20,057

Connecticut , 18,066

Colorado , 17,362North Carolina , 16,912Louisiana , 16,638


3.5 Financial Exchanges

As the table below illustrate, exchange-based derivatives trading in the US is dominated by Chicago futures and options exchanges.

2003 U.S. Exchange - Traded Futures Options

Chicago 63%

New York 18%

Philadelphia 5%

San Francisco 4%

Kansas City <1%

Minneapolis <1%

Chicago has the highest international volume of trades in global derivatives.

Top 2003 Global Derivatives Centres (by volume of trades)

Chicago 1.38 billion

New York .59 billion

Frankfurt .48 billion

London .44 billion

Zurich .43 billion

Sao Paulo .30 billion

Paris .28 billion

Mexico City .17 billion

Tokyo .13 billion

Philadelphia .11 billion

Chicago leads the U.S. derivatives market - the biggest single market in the world.

2003 Notional Value of Contracts Traded at Top 5 Exchanges ($ trillion)

Chicago Mercantile Exchange

$334

EuronextLiffe $252

Eurex $80


Chicago Board of Trade

$77

Chicago Board Options Exchange

$5

3.6 Manufacturing

Chicago boasts a strong and diversified manufacturing sector. Approximately 15% of the Chicago workforce is employed in this sector and city claims to have the largest gross regional production in manufacturing at around $72.4 billion.

3.7 Nanotechnology

Chicago has made a significant investment in the nanotechnology sector including establishing a range of research and development institutions such as the $34 million dollar Institute for Nanotechnology based at Northwestern University and The Microfabrication Applications Laboratory and MicroFluids Center, University of Illinois at Chicago. There are also a number of start up entities in the city.

3.8 Technology

Chicago has been ranked as having one of (if not) the highest number of high-tech workers in the US. One can assume that this work force is required to support the city's telecommunications, life sciences and business services sectors. By way of example, Chicago has 21,300 computer programmers (33% more than Silicon Valley).

Because three of the world's top ranked institutions for technological innovation, University of Chicago, Northwestern University, DePaul University are based in Chicago, many educated in the city remain to work.

3.9 Transportation & Distribution

(a) Chicago is centrally located both globally "at the centre of one of the largest trading areas in the world -- the east-west nexus joining the markets of Europe and Asia...and the north-south nexus of NAFTA" (World Business Chicago);

(b) 50% of North America industry is within one day's truck delivery, and 75% of North America's consumers are less than two days away. Most major North American business destinations can be reached within a 4 hour flight, whilst it's less than 10 hours to the major European business centres, and there are 12 daily non-stops to Japan, Korea and China;

(c) It has one of the busiest rail centres in the US;

(d) Chicago provides a non-stop global gateway to 43 international and 139 domestic business centres and its airports reputedly handle more passenger traffic than any other city in the world;

(e) Aside from air travel, according to World Business Chicago, Chicago is the leading inter-modal container handler in the Western Hemisphere, and, after Hong Kong and Singapore, is the world's largest inter-modal container handler with more than twice the volume of Los Angeles and more than five times that of New York. 52,000 truckloads of freight are shipped from Chicago each day, and 45% of all available industrial real estate is devoted to warehouse/distribution;


(f) the substantial air, rail, road and shipping infrastructure is well placed to take advantage of further increases in trade domestically and internationally.

3.10 Wireless/mobile

Chicago actively promotes its cutting-edge and rapidly growing wireless technologies, from manufacturing to mobile software applications and the upcoming proliferation of 4G Network capacity.

4. International Trade

Chicago's key trading partner is Japan. Trade relations with Mainland China are also increasing and trading bases with European centres such as France and Germany have remained strong over the last 3 years.

4.1 Exports by country

Chicago earned approximately $21.3 billion in export revenue in 2003.

The chart below, shows how this compares with other cities in the US.

Foreign Exports (above 10,000) State by State (prepared by US Dept of Commerce)

North Carolina, 16,199

Georgia, 16,286

Pennsylvania, 16,299

Indiana, 16,402

New Jersey, 16,818

Louisiana, 18,390

Massachusetts, 18,663

Florida, 24,953

Illinois, 26,473

Ohio, 29,764Michigan, 32,941

Washington, 34,173

Unallocated, 35,168

New York, 39,181

California, 93,995

Texas, 98,846

Tennessee, 12,612

Minnesota, 11,266

Virginia, 10,853Kentucky, 10,734

South Carolina, 11,773

Puerto Rico, 11,914

Arizona, 13,323

Wisconsin, 11,510

Oregon, 10,357

In order of size, Chicago's top export markets are as follows: Japan, United Kingdom, France, Germany, and Mainland China. Of the leading export markets, Thailand is its fastest growing customer followed by Mainland China, France and Japan.

A full breakdown of Chicago's exports by country, can be found at Appendix C.

4.2 Exports by Commodity

Chicago's top exports, in order of export revenue, are as follows: industrial machinery, including computers; optic, photo etc, medic or surgical instruments etc; electric machinery etc, sound equipment, television equipment, and parts; pharmaceutical products; and organic chemicals, aircraft, spacecraft, and parts thereof is the fastest growing export sector followed by pharmaceutical products and organic chemicals.


A full breakdown of Chicago's export revenue by commodity, can be found at Appendix D.

4.3 Imports by commodity

The top imported commodities into Chicago in order of dollar value, are as follows: electric machinery etc; sound equipment, television equipment and parts; industrial machinery, including computers; mineral fuel, oil etc.; bitumin subst and mineral wax; and pharmaceutical products. The import commodities with the most substantial growth in 2003, were mineral fuel, oil etc.; bitumin subst and mineral wax; and pharmaceutical products.


Appendix A

Company Offshore Locations Reference

State Farm Insurance Canada http://www.statefarm.com/about/about.htm

Boeing Australia http://www.boeing.com/flash.html

China

Germany

Japan

Korea

Russia

Sears Roebuck Canada http://www.sears.com/sr/javasr/home.do?BV_UseBVCookie=Yes&vertical=SEARS

Puerto Rico

Walgreen Puerto Rico http://www.buyandhold.com/StockMgr?request=display.profile&symbol=wag

Allstate Canada http://www.allstate.ca/home.asp?lang=1

Archer Daniels Midland The Netherlands http://www.admworld.com/europe/

Motorola Multinational http://www.motorola.com/seamless_mobility/

Caterpillar Multinational http://www.cat.com/cda/layout?m=8703&x=7

Bank One Multinational http://www.bankone.com/answers/BolAnswersSeg.aspx?top=all&segment=ABO

Abbott Laboratories Multinational http://www.abbott.com/corporate/countries.cfm

Sara Lee Multinational http://www.saralee.com/ourcompany/

McDonald's Multinational http://www.mcdonalds.com/contact/contact_us/restaurant_visit_outside.html

Exelon None http://www.exeloncorp.com/

Deere Multinational http://www.deere.com/en_US/deerecom/

UAL Multinational http://www.united.com/page/article/0,6722,2578,00.html

Illinois Tool Works Multinational http://www.itwinc .com/about_home.html

Aon Multinational http://www.aon.com/

Baxter International Multinational http://www.baxter.com/baxter_worldwide.html

Smurfit-Stone Container Canada http://www.smurfit-stone.com/asp/locateUs.asp

China

Mexico

Navistar International Multinational http://www.navistar.com/site_layout/dealers/locator.asp

Fortune Brands None http://www.fortunebrands.com/

Tribune None http://www.tribune.com/about/index.html

R.R. Donnelley & Sons Multinational http://www.rrdonnelley.com/wwwRRD/Services/Produce/Produce.asp

W.W. Grainger Multinational http://www.grainger.com/Grainger/static.jsp?page=int_markets.html

CDW Computer Centers Canada http://www.cdw.com/webcontent/inside/corp/structure.asp

Laidlaw None http://www.laidlaw.com/phoenix.zhtml?c=145371&p=irol-home

Brunswick Belgium http://www.brunswick.com/contact.html

United Stationers Canada, Hong Kong, Mexico http://www.unitedstationers.com/contact/contact.html

Tenneco Automotive

Belgium, Czech Republic, France, Germany, Poland, Portugal, Spain, Sweden, UK, China, India, Argentina, Brazil, South Africa, Australia, New Zealand http://www.tenneco-automotive.com/careers/locations.html

USG Multinational http://www.usg.com/USG_Profile/6_1_company_ovr.asp

ServiceMaster Multinational http://corporate.servicemaster.com/intl_svm.asp Telephone & Data Systems None http://www.teldta.com/tds-inc/index.html

Old Republic International None http://www.oldrepublic.com/

Equity Office Properties None http://www.equityoffice.com/


Appendix B

Top 100: Market value - Chicago Companies

Top 100: Market value - Chicago Companies 1. Abbott Laboratories $72,852,250,000 51. Packaging Corp. of America $2,304,778,600 2. Kraft Foods Inc. $55,667,566,400 52. Stericycle Inc. $1,964,868,900

3. Bank One Corp. $50,965,289,100 53. Tootsie Roll Industries Inc. $1,847,746,900 4. Walgreen Co. $37,296,773,400 54. First Health Group Corp. $1,841,996,000 5. Boeing Co. $33,721,105,500 55. Andrew Corp. $1,835,442,300 6. Motorola Inc. $32,588,738,300 56. DeVry Inc. $1,760,157,500

7. McDonald's Corp. $31,513,339,800 57. Centerpoint Properties Trust $1,721,399,800 8. Allstate Corp. $30,267,775,400 58. Peoples Energy Corp. $1,547,058,200 9. Caterpillar Inc. $28,827,888,700 59. FMC Technologies Inc. $1,543,287,700 10. Illinois Tool Works Inc. $25,854,552,700 60. First Midwest Bancorp Inc. $1,510,500,500

11. Exelon Corp. $21,701,125,000 61. Nicor Inc. $1,498,920,400 12. Baxter International Inc. $18,626,418,000 62. Dade Behring Holdings Inc. $1,459,066,700 13. Sara Lee Corp. $17,157,560,500 63. AptarGroup Inc. $1,415,448,100 14. Tribune Co. $16,112,110,400 64. MAF Bancorp Inc. $1,382,364,900

15. Deere & Co. $15,892,567,400 65. United Stationers Inc. $1,381,855,200 16. Wm. Wrigley Jr. Co. $12,583,873,000 66. GATX Corp. $1,375,591,300 17. Sears, Roebuck and Co. $11,546,454,100 67. Sirva Inc. $1,369,456,100

18. Equity Office Properties Trust $11,453,204,100 68. Idex Corp. $1,368,535,500 19. Fortune Brands Inc. $10,428,210,900 69. Hollinger Internat ional Inc.* $1,354,104,900 20. Northern Trust Corp. $10,197,983,400 70. First Industrial Realty Trust Inc. $1,335,587,000 21. Archer Daniels Midland Co. $9,842,229,500 71. Corn Products International Inc. $1,243,661,500

22. Equity Residential $8,128,856,900 72. Cabot Microelectronics Corp. $1,212,483,900 23. Aon Corp. $7,507,775,900 73. IMC Global Inc. $1,142,929,200 24. Molex Inc. $6,127,795,900 74. Clarcor Inc. $1,115,766,600 25. General Growth Properties $5,962,145,500 75. MB Financial Inc. $973,816,100

26. NiSource Inc. $5,758,478,000 76. RLI Corp. $942,135,100 27. CNA Financial Corp. $5,389,178,200 77. Anixter International Inc. $937,862,700 28. CDW Corp. $4,807,782,200 78. USF Corp. $937,671,400 29. Old Republic Intl. Corp. $4,597,628,400 79. Orbitz Inc. $934,496,600

30. Smurfit-Stone Container Corp. $4,593,712,900 80. Wintrust Financial Corp. $900,393,100 31. W.W. Grainger Inc. $4,324,515,600 81. Corus Bankshares Inc. $870,485,700 32. Career Education Corp. $4,031,049,600 82. Manufactured Home Communities Inc. $846,098,300 33. Alberto Culver Co. $3,782,305,200 83. Navigant Consulting Inc. $843,042,100

34. Pactiv Corp. $3,758,076,700 84. Federal Signal Corp. $840,644,700 35. Telephone & Data Systems Inc. $3,592,415,000 85. WMS Industries Inc. $770,217,400 36. Tellabs Inc. $3,508,905,800 86. Argosy Gaming Co. $761,841,000

37. ServiceMaster Co. $3,438,753,700 87. USG Corp. $713,373,600 38. R.R. Donnelley & Sons Co. $3,425,688,200 88. Amcore Financial Inc. $677,472,500 39. Navistar International $3,299,551,500 89. Jones Lang LaSalle Inc. $655,294,100 40. Zebra Technologies Corp. $3,136,185,800 90. Woodward Governor Co. $640,155,300

41. U.S. Cellular Corp. $3,058,193,600 91. Littelfuse Inc. $630,254,500 42. Hewitt Associates Inc. $2,941,291,500 92. Horace Mann Educators Corp. $596,825,500 43. Arthur J. Gallagher & Co. $2,926,401,100 93. Amcol International Corp. $587,373,600 44. Brunswick Corp. $2,913,126,000 94. AMLI Residential Properties Trust $543,972,200

45. Unitrin Inc. $2,798,167,700 95. AAR Corp. $476,117,300 46. American Pharmaceutical Partners

Inc. $2,568,404,800 96. PrivateBancorp Inc. $445,655,100

47. Nuveen Investments $2,469,277,800 97. CCC Information Services Group $444,881,000

48. Chicago Mercantile Exchange Holdings Inc. $2,378,643,100 98. Methode Electronics Inc. $442,371,400

49. BorgWarner Inc. $2,333,177,500 99. Playboy Enterprises $435,338,200

50. Trizec Properties Inc. $2,324,448,200 100. Westell Technologies Inc. $424,380,500


Appendix C

Chicago Customs District Exports by Country

The Chicago Customs District comprises 12 ports in Illinois and six in surrounding Midwestern states: Calumet Harbor, Chicago, Chicago River, Lockport, Waukegan Harbor, Peoria, Omaha (Neb.), East Chicago (Ind.), Gary (Ind.), Michigan City Harbor (Ind.), Des Moines (Iowa), Davenport (Iowa), Moline, Rock Island, Waukegan Airport, Greater Rockford Airport, Pal-Waukee User Fee Airport and Nippon Courier Hub. Prepared by Massachusetts Institute for Social and Economic Research (MISER) using data from US Census Bureau, Foreign Trade Division

Total dollar value Percent change

Country 2001 2002 2003 2001

–2002 2002

–2003

Total, all countries 21,519,375,779 19,642,803,517 21,287,980,524 –8.72 8.38

Japan 3,018,080,547 2,620,024,225 2,900,650,821 –13.19 10.71

United Kingdom 2,525,489,646 2,234,552,818 2,450,971,292 –11.52 9.69

France 1,814,687,140 1,721,279,107 2,070,739,457 –5.15 20.3

Germany 2,080,823,702 1,864,247,212 1,856,744,595 –10.41 –0.4

China (Mainland) 1,066,295,716 1,116,521,872 1,342,534,333 4.71 20.24

Netherlands 1,124,747,447 940,705,713 1,006,345,455 –16.36 6.98

Italy 883,916,089 799,781,124 766,925,879 –9.52 –4.11

Korea, Republic of 663,237,448 736,395,749 746,828,930 11.03 1.42

Hong Kong 450,628,468 564,837,129 628,672,028 25.34 11.3

Australia 590,372,230 558,439,857 622,304,289 –5.41 11.44

Ireland 659,948,740 525,307,046 619,237,255 –20.4 17.88

Singapore 1,161,659,997 667,617,510 612,959,706 –42.53 –8.19

Belgium 449,620,714 508,735,000 554,247,794 13.15 8.95

China (Taiwan) 432,343,817 489,190,478 433,787,447 13.15 –11.33

Thailand 297,676,144 321,322,553 408,807,985 7.94 27.23


Appendix D

Chicago Customs District Exports by Commodity



Commodity 2001 2002 2003 2001

–2002 2002

–2003

Total, all commodities 21,519,375,779 19,642,803,517 21,287,980,524 –8.72 8.38

Industrial machinery, including computers

6,954,242,643 5,859,192,809 6,304,109,676 –15.75 7.59

Optic, photo etc, medic or surgical instruments etc

3,489,790,157 3,413,278,230 3,659,927,882 –2.19 7.23

Electric machinery etc; sound equip; TV equip; pts

3,747,963,586 3,354,294,322 3,556,150,095 –10.5 6.02

Pharmaceutical products 1,257,548,991 1,445,641,534 1,765,490,103 14.96 22.13

Organic chemicals 1,044,187,172 1,137,514,380 1,377,583,126 8.94 21.1

Aircraft, spacecraft, and parts thereof

1,174,420,064 702,116,649 872,600,543 –40.22 24.28

Miscellaneous chemical products 468,306,963 616,425,675 647,300,988 31.63 5.01

Vehicles, except railway or tramway, and parts etc

432,169,901 435,549,413 402,419,691 0.78 –7.61

Plastics and articles thereof 352,499,542 364,821,451 360,974,704 3.5 –1.05

Glass and glassware 169,260,965 221,564,366 214,444,034 30.9 –3.21

Special classification provisions, nesoi

257,027,298 221,257,842 171,741,765 –13.92 –22.38

Printed books, newspapers etc; manuscripts etc

131,869,680 134,041,028 155,735,886 1.65 16.19

Articles of iron or steel 158,101,448 124,411,417 127,130,572 –21.31 2.19

Tools, cutlery etc. of base metal & parts thereof

110,735,788 106,657,926 120,087,688 –3.68 12.59

Tanning & dye ext etc; dye, paint, putty etc; inks

52,894,354 83,636,237 96,782,934 58.12 15.72


Appendix E

Imports by country

Chicago imported goods to the value of approximately $58.3 billion in 2003. Key suppliers of imported goods in order of market size are as follows: Japan, Mainland China, Germany and Canada.

Chicago Customs District Imports by Country



Country 2001 2002 2003 2001

–2002 2002

–2003

Total, all countries 48,988,836,671 52,882,788,248 58,283,778,155 7.95 10.21

Japan 11,745,497,789 12,203,546,512 12,817,712,612 3.9 5.03

China (Mainland) 7,678,979,558 10,055,843,748 11,591,558,261 30.95 15.27

Germany 3,277,468,603 3,505,311,560 4,496,125,834 6.95 28.27

Canada 3,141,700,669 3,047,989,877 4,275,131,652 –2.98 40.26

United Kingdom 2,557,874,093 2,676,568,311 2,763,073,876 4.64 3.23

China (Taiwan) 2,305,379,436 2,502,400,384 2,462,297,949 8.55 –1.6

Malaysia 1,169,416,536 1,493,979,107 2,211,077,843 27.75 48

Korea, Republic of 2,310,913,185 2,203,955,298 2,201,559,661 –4.63 –0.11

France 1,903,689,646 2,018,656,453 2,085,450,770 6.04 3.31

Italy 1,409,441,625 1,392,633,017 1,645,188,049 –1.19 18.14

Singapore 1,344,929,135 1,177,693,847 939,470,379 –12.43 –20.23

Netherlands 635,029,392 675,300,438 759,942,633 6.34 12.53

Switzerland 600,953,260 697,153,073 748,683,971 16.01 7.39

Ireland 632,099,571 682,933,840 726,637,730 8.04 6.4

Thailand 569,024,746 560,774,221 666,240,373 –1.45 18.81

Israel 503,109,559 554,549,759 611,689,767 10.22 10.3

Philippines 432,826,254 557,632,742 582,960,231 28.84 4.54


Sweden 480,117,819 659,407,583 566,552,760 37.34 –14.08

Hungary 830,461,020 610,671,416 561,582,722 –26.47 –8.04

Hong Kong 795,358,889 714,338,645 550,113,031 –10.19 –22.99

India 493,203,002 503,074,555 547,980,399 2 8.93

Indonesia 449,260,470 443,430,194 430,681,164 –1.3 –2.88

Brazil 442,421,964 560,660,495 379,050,479 26.73 –32.39

Denmark 253,742,465 294,817,088 334,536,913 16.19 13.47

Spain 294,502,970 380,563,951 325,947,339 29.22 –14.35

Austria 163,209,380 212,639,950 321,004,325 30.29 50.96

Belgium 307,207,730 292,672,379 306,698,209 –4.73 4.79

Australia 230,968,519 221,950,447 298,381,993 –3.9 34.44


Appendix F

Chicago Customs District Imports by Commodity

The Chicago Customs District comprises 12 ports in Illinois and six in surrounding Midwestern states: Calumet Harbor, Chicago, Chicago River, Lockport, Waukegan Harbor, Peoria, Omaha (Neb.), East Chicago (Ind.), Gary (Ind.), Michigan City Harbor ( Ind.), Des Moines (Iowa), Davenport (Iowa), Moline, Rock Island, Waukegan Airport, Greater Rockford Airport, Pal-Waukee User Fee Airport and Nippon Courier Hub. Prepared by Massachusetts Institute for Social and Economic Research (MISER) using data from US Census Bureau, Foreign Trade Division


Commodity 2001 2002 2003 2001

–2002 2002

–2003

Total, all commodities 48,988,836,671 52,882,788,248 58,283,778,155 7.95 10.21

Electric machinery etc; sound equip; TV equip; pts

10,215,293,599 12,399,820,363 13,216,294,793 21.38 6.58

Industrial machinery, including computers

10,462,992,145 11,225,378,391 12,441,884,147 7.29 10.84

Mineral fuel, oil etc.; bitum en subst; mineral wax

2,978,084,122 2,834,486,065 4,062,603,422 –4.82 43.33

Pharmaceutical products 2,280,147,123 2,849,976,033 3,910,156,749 24.99 37.2

Optic, photo etc, medic or surgical instruments etc

2,744,236,126 3,014,481,899 3,359,304,812 9.85 11.44

Vehicles, except railway or tramway, and parts etc

2,029,707,304 2,071,972,819 2,160,611,106 2.08 4.28

Organic chemicals 2,075,653,802 1,908,553,037 1,962,857,593 –8.05 2.85

Special classification provisions, nesoi

1,414,369,736 1,273,322,963 1,401,012,125 –9.97 10.03

Furniture; bedding etc; lamps nesoi etc; prefab bd

884,284,186 1,146,218,186 1,279,433,330 29.62 11.62

Toys, games & sport equipment; parts & accessories

1,457,548,502 1,290,594,467 1,269,563,487 –11.45 –1.63

Plastics and articles thereof 1,013,577,069 1,103,843,669 1,191,137,948 8.91 7.91

Articles of iron or steel 915,930,410 995,021,972 1,112,025,726 8.64 11.76

Environment/Native Rights Page 1 of 1

New Delhi / Agra 2004

ENVIRONMENT/NATIVE RIGHTS

PRACTICE GROUP MEETING

Agenda

New Delhi / Agra Conference Friday, November 5, 2004

9:00 am – 10:30 am Ballroom Agra Amarvilas – Agra

Speaker: Dorothy Thomas, Kochhar & Co. Topic: Overview of developments in Environment laws in India through judgments passed on PIL petitions in particular, with respect to protection of monuments including Taj Mahal.

As of October 2004

SUGGESTED SCHEDULE OF PRAC CONFERENCES AS OF October 2004 *subject to change

DATE

VENUE

February 1987 Singapore June 1987 Los Angeles February 1988 Honolulu June 1988 Bangkok February 1989 Hong Kong June 1989 Vancouver March 1990 Auckland

October 1990 Toronto April 1991 Seoul September 1991 Seattle April 1992 Sydney October 1992 San Diego February 1993 Manila October 1993 San Francisco April 1994 Hong Kong September 1994 Mexico City June 1995 Kuala Lumpur October 1995 Boston April 1996 Jakarta October 1996 Washington, D.C. May 10-14 1997 Amsterdam Nov 15-19 1997 Santiago May 9-13 1998 Taipei Nov 14-18 1998 Buenos Aires April 24-28 1999 Singapore October 16-20 1999 Sydney March 25-29 2000 South Africa Oct 28-Nov 1 2000 Tokyo May 5-9 2001 Los Angeles Nov 3 - 7 2001 Rio de Janeiro

May 11-15, 2002 Hong Kong

Oct 5-9 2002 Seattle

April 5-9; 9-11 Auckland

Sept 20-24, 2003 Vancouver

May 15-21 2004 Lima Cusco

Oct 30 - Nov 5 2004 New Delhi

April 16-20 2005 Honolulu

Sept 17-23 2005 Toronto

April - May 2006 Bangkok

Oct-Nov 2006 San Diego

April - May 2007 Venezuela

Oct - Nov 2007 Seoul

April - May 2008 Amsterdam

Oct - Nov 2008 Boston

April - May 2009 Kuala Lumpur

Oct - Nov 2009 Mexico City

April - May 2010 Washington

Oct - Nov 2010 San Francisco

*Please note: dates and schedule subject to change pending rotation to include new member firms

PRAC Hawaii 2005 Page 1 of 2

PRAC 2005 Hawaii Conference April 16-20, 2005

Draft Program Hosted by

Goodsill Anderson Quinn & Stifel LLP a Limited Liability Law Partnership LLP

1099 Alakea Street, Suite 1800 Honolulu, Hawaii USA 96813

Tel: 808 547 5600 / Fax: 808 547 5880

Questions? Contact Host Team E -mail: Melissa Nobriga at [email protected]

Early Indication and On-Line Registration available at PRAC web site www.prac.org

Early Indication DEADLINE is December 15, 2004 – All Member Firms Please RSVP Accommodation and Tour preferences allocated on first come basis

Formal Registration begins January, 2005

Conference Venue - Honolulu, Hawaii - The Royal Hawaiian Waikiki 2259 Kalakaua Avenue Honolulu, HI 96815-7311 Ph: 808 923 7311 Fax: 808 924 7908 Web Site: www.royal-hawaiian.com

Draft Program Saturday April 16 – Wednesday April 20, 2005

Saturday April 16 Afternoon Early Arrivals Optional Tour #1 Climb Diamond Head with a Goodsill attorney; 40 minutes to summit, moderately stressful (but a “piece of cake” compared to Machu Picchu), commanding view of Waikiki and Pacific Ocean, one hour walk from Royal Hawaiian Hotel and one hour back. Bring a flashlight in order to transit old fortifications.

Evening: Opening Reception at Royal Hawaiian Waikiki followed by local dine arounds.

Sunday April 17 Social Program Late morning – mid afternoon Delegate & Accompanying Guest Group Tour of Island of O’ahu Tour of traditional scenic spots (and one or two that are “off the beaten path”), including lunch.

Evening: Free for your enjoyment

Monday April 18 Business Program -- Practice Group and Committees tbd 9:00 am - 5:00 pm at Royal Hawaiian Waikiki

Evening: Partner Hosted Dinner

Accompanying Guest Optional Tour #2 Eco-tour. Details pending, may include a chance to get your feet wet during a “reef walk.”

PRAC Hawaii 2005 Page 2 of 2

Tuesday April 19 Business Program A.M. – Public Seminar at Royal Hawaiian Waikiki: “Patent Strategy for U.S. Investors in China and India; Patent and Trademark Enforcement; Patent Prosecution; Licensing and Joint Ventures; Manufacturing; Research and Development Collaboration”. Business Program – Afternoon. Practice Group and Committees tbd Accompanying Guest Optional Tour #3 Late Morning – mid-afternoon: Tour of The Contemporary Museum and Gardens, including lunch. Housed on a spacious estate built as a residence in 1925 on the heights overlooking O’ahu’s South Shore, this is one of Honolulu’s most elegant hidden gems. The unique juxtaposition of nationally award winning gardens, internationally recognized contemporary art and historically preserved homes creates a truly breathtaking experience for visitors. Enjoy a personal tour with Elizabeth Lacy, wife of Goodsill partner John Lacy. Elizabeth’s extensive knowledge of the museum will provide visitors an intimate understanding of this historic local institution. Complete your visit with a delicious lunch at the museum’s award winning café. Evening Closing Dinner – Luau at Royal Hawaiian Waikiki Wednesday April 20 Board Meeting – A.M. – at Royal Hawaiian Waikiki Conference Closes before noon

Post Conference Optional Tour #4 Wednesday April 20 - Friday April 22

Onizuka Center for International Astronomy and the Japanese National Large Telescope – “Subaru”, The Big Island of Hawaii

Some of you may know of our involvement with the University of Hawaii and the telescopes (the really big ones) on Mauna Kea (literally, “white mountain”) and have expressed an interest in visiting the observatory. We are working hard to try to make this happen and hope to be able to organize a visit to the Onizuka Center for International Astronomy and the Japanese National Large Telescope – “Subaru”. We will know more as we receive indications of interest from you, but our preliminary plans are to depart from Honolulu to Kona by air (flight time is approximately 40 minutes) on Wednesday afternoon (following the Board Meeting), overnighting at the Mauna Lani Bay Hotel, and then making the trip up to Mauna Kea on Thursday morning, returning to the Hotel late in the afternoon (total time approximately 7 hours).

Please note the trek to Mauna Kea’s Visitor Center is somewhat arduous (although given the excellent turnout for Peru it will seem somewhat tame!). Elevation at the Visitor Center is just over 9,300 feet above sea level, and elevation at the “Subaru” telescope is 13,796 feet (4,205m). Getting to the Site is an experience in itself (four wheel drive vehicles only). Due to health and safety concerns, no one who is under 16 years of age or who may be pregnant is allowe d to visit the Onizuka Center and the Subaru telescope. Access to the observatory is occasionally closed due to snow and strong winds. Snow should not be a problem in April, and strong winds less likely than during the northern hemisphere’s winter. However, the possibly of inclement weather cannot be excluded.

To find out more about the Mauna Kea experience, visit their web site at http://www.ifa.hawaii.edu/info/vis/index.html.

The estimated cost per person (including RT air Honolulu/Kona/ Honolulu but exclusive of accommodations (for which, see below)) is USD $600 per person. If you are interested in participating, please reserve now as space will be very limited (28 participants).

Optional Tour #4 Accommodations - Mauna Lani Bay Hotel 68-1400 Mauna Lani Drive Kohala Coast, HI 96743-9796 Tel: (808) 885-6622 Fax: (808) 881-7000 Web Site: http://www.maunalani.com

Nestled on a white sand beach, this oceanfront resort is ideally situated on the warm and sunny coast of Kohala Coast. The hotel, which is undergoing a complete room refurbishment in 2004, caters to the needs of the discriminating traveler and offers Hawaiian Hospitality in a very natural setting. With Two Championship Golf Courses, award winning restaurants and one of North America’s top Spa’s (Travel & Leisure 2003 Awards), this resort offers recreation and cuisine second to none. > Early Indication form available on line at PRAC web site. Deadline December 15, 2004. Formal Registration packages will be sent to early registrants and accommodation/tour preferences will be allocated on a first come basis based on Early Indication. > All member firms are asked to rsvp by December 15.

Hawaii 2005 Conference Early Indication Form Page 1 of 4

PRAC 2005 CONFERENCE – HAWAII The Royal Hawaiian Waikiki

APRIL 16 - 20, 2005

Hosted by

Goodsill Anderson Quinn & Stifel a Limited Liability Law Partnership LLP

1099 Alakea Street, Suite 1800 Honolulu, Hawaii USA 96813

Tel: (808) 547-5600 / Fax: (808) 547-5880

EARLY INDICATION FORM All member firms are requested to complete before December 15, 2004.

Delegates must provide early indication by December 15 to receive Formal Registration Package

HOW TO COMPLETE EARLY INDICATION FORM: Preferred method: Visit www.prac.org Public Libraries - Conference Link

Questions? Email to: Melissa Nobriga at [email protected]

Click Here if YES I plan to attend the Hawaii Conference April 16-20, 2005.

Click Here if YES I plan to bring Accompanying Guest(s)

Click Here if Sorry, I am unable to attend the Hawaii Conference.

Delegate Last Name

Delegate First Name

Firm Name

Delegate Practice Area

Address

City/State/Country

Email


Telephone

Fax

Accompanying Guest Name Children as

Accompanying Guests - Name(s)

and Age(s)

Other Member(s) of Firm May Attend

- Name

Date

Draft Program Saturday April 16 – Wednesday April 20, 2005 Saturday April 16 Afternoon Early Arrivals Optional Tour #1: Climb Diamond Head with a Goodsill attorney; 40 minutes to summit, moderately stressful (but a “piece of cake” compared to Machu Picchu), commanding view of Waikiki and Pacific Ocean, one hour walk from Royal Hawaiian Hotel and one hour back. Bring a flashlight in order to transit old fortifications. Evening: Opening Reception at Royal Hawaiian Waikiki followed by local dine arounds (including one specifically designed for “less senior” delegtes and their guests). Sunday April 17 Social Program Late morning – mid afternoon: Delegate & Accompanying Guest Group Tour of Island of O’ahu Tour of traditional scenic spots (and one or two that are “off the beaten path”), including lunch. Evening: Free for your enjoyment Monday April 18 Business Program -- Practice Group and Committees tbd 9:00 am - 5:00 pm at Royal Hawaiian Waikiki Evening: Partner Hosted Dinner Accompanying Guest Optional Tour #2: Eco-tour. Details pending, may include a chance to get your feet wet during a “reef walk.” Tuesday April 19 Business Program A.M. – Public Seminar at Royal Hawaiian Waikiki: “Patent Strategy for U.S. Investors in China and India; Patent and Trademark Enforcement; Patent Prosecution; Licensing and Joint Ventures; Manufacturing; Research and Development Collaboration”. Business Program – Afternoon. Practice Group and Committees tbd Accompanying Guest Optional Tour #3: Late Morning – mid-afternoon: Tour of The Contemporary Museum and Gardens, including lunch. Housed on a spacious estate built as a residence in 1925 on the heights overlooking O’ahu’s South Shore, this is one of Honolulu’s most elegant hidden gems. The unique juxtaposition of nationally award winning gardens, internationally recognized contemporary art and historically preserved homes creates a truly breathtaking experience for visitors. Enjoy a personal tour with Elizabeth Lacy, wife of Goodsill partner John Lacy. Elizabeth’s extensive knowledge of the museum will provide visitors an intimate understanding of this historic local institution. Complete your visit with a delicious lunch at the museum’s award winning café. Evening Closing Dinner – Luau at Royal Hawaiian Waikiki Wednesday April 20 Board Meeting – A.M. – at Royal Hawaiian Waikiki Conference Closes before noon


Please indicate room preference at Conference Hotel Venue - Royal Hawaiian Waikiki Group Rates available from April 10-25. Please select your preferred accommodation. You will be asked to confirm in Formal Registration at later date. The Royal Hawaiian Waikiki 2259 Kalakaua Avenue Honolulu, HI 96815-2515 Phone: (808) 923-7311 Fax: (808) 924-7908 Web Site: http://www.royal-hawaiian.com/index.htm

Royal Hawaiian Garden View Room – est USD $195.00/room per night Overlooking interior gardens

Royal Hawaiian Tower Ocean View Room – est USD $265.00/room per night Ocean front with private lanai Rates for both hotels are per room/night, exclusive of applicable state and local taxes, currently 4.1666% Plus 7.25% transient accommodation taxes. POST CONFERENCE OPTIONAL TOUR #4 Wednesday April 20 – Friday April 22 Onizuka Center for International Astronomy and the Japanese National Large Telescope – “Subaru”, The Big Island of Hawaii Some of you may know of our involvement with the University of Hawaii and the telescopes (the really big ones) on Mauna Kea (literally, “white mountain”) and have expressed an interest in visiting the observatory. We are working hard to try to make this happen and hope to be able to organize a visit to the Onizuka Center for International Astronomy and the Japanese National Large Telescope – “Subaru”. We will know more as we receive indications of interest from you, but our preliminary plans are to depart from Honolulu to Kona by air (flight time is approximately 40 minutes) on Wednesday afternoon (following the Board Meeting), overnighting at the Mauna Lani Bay Hotel, and then making the trip up to Mauna Kea on Thursday morning, returning to the Hotel late in the afternoon (total time approximately 7 hours). Please note the trek to Mauna Kea’s Visitor Center is somewhat arduous (although given the excellent turnout for Peru it will seem somewhat tame!). Elevation at the Visitor Center is just over 9,300 feet above sea level, and elevation at the “Subaru” telescope is 13,796 feet (4,205m). Getting to the Site is an experience in itself (four wheel drive vehicles only). Due to health and safety concerns, no one who is under 16 years of age or who may be pregnant is allowed to visit the Onizuka Center and the Subaru telescope. Access to the observatory is occasionally closed due to snow and strong winds. Snow should not be a problem in April, and strong winds less likely than during the northern hemisphere’s winter. However, the possibly of inclement weather cannot be excluded. To find out more about the Mauna Kea experience, visit their web site at http://www.ifa.hawaii.edu/info/vis/index.html. The estimated cost per person (including RT air Honolulu/Kona/ Honolulu but exclusive of accommodations (for which, see below)) is USD $600 per person. If you are interested in participating, please reserve now as space will be very limited (28 participants). Please indicate attendance at Optional Tour #4

Yes, I / We want to experience the Mauna Kea summit– if you plan it, I/we will come!

No, but, I/We do not want to experience the Mauna Kea summit but would like to travel to the Big Island with the PRAC group and stay at Mauna Lani Hotel.

I / We will not participate. Please select preferred accommodations for Optional Tour #4.


Thank you for submitting your Early Indication Form before December 15, 2004

Look for your Formal Registration Package to arrive by email

For Goodsill use only:

Form Received by Goodsill on ________________________________________

Processed by ________________________________________

Confirmation sent to Delegate on _______________________________________

Optional Tour #4 Accommodations - Hotel – Mauna Lani Bay Hotel & Bungalows. Mauna Lani Bay Hotel & Bungalows 68-1400 Mauna Lani Drive Kohala Coast, HI 96743-9796 Phone: (808) 885-6622 Fax: (808) 881-7000 Web Site: http://www.maunalani.com Streaming Video: http://www.maunalani.com/video/ Nestled on a white sand beach, this oceanfront resort is ideally situated on the warm and sunny coast of Kohala Coast. The hotel, which is undergoing a complete room refurbishment in 2004, caters to the needs of the discriminating traveler and offers Hawaiian Hospitality in a very natural setting. With Two Championship Golf Courses, award winning restaurants and one of North America’s top Spa’s (Travel & Leisure 2003 Awards), this resort offers recreation and cuisine second to none. Group Rates available from April 20-23. Please select your preferred accommodation. You will be asked to confirm in Formal Registration at later date.

Standard Non View Room – est USD $215.00/room per night

Ocean View - est USD$240.00 / room per night

Ocean Front - est USD$360.00 /room per night

PRAC Conference 2005 Toronto

OntarioCANADA

Toronto, Ontario, Canada

September 17 - 21, 2005

Fraser Milner Casgrain LLP is pleased to be the host for the Fall

2005 PRAC conference. Please join us in Toronto for the celebration

of PRAC's 20th Anniversary.

Accommodations

In Toronto:

Four Seasons Hotel

www.fourseasons.com/toronto

In Muskoka:

Taboo

www.tabooresort.com

Some of the wonderful places we invite you to experience include…

Niagara Falls

The site of one of the Natural Wonders of the World, Niagara Fallsis a thrilling “must see”. Right next door, often called the loveliesttown in Ontario, is Niagara-on-the-Lake, boasting rolling vineyardsand award-winning wineries.

Downtown Toronto

We look forward to sharing with you the magic of our city. Fromthe majesty of some of our famous landmarks to the beauty of ourharbour and restored architecture, Toronto is a world class place

to live, work and visit.

Muskoka

Hear the call of the wild. Join us in Muskoka, where brilliant fallcolours transform the forest. We will host the PRAC Gala in this northern locale, where serene lakes and rushing rivers await.Experience the sensory pleasure of Muskoka in Autumn.

We look forward to sending you our Early Indication Package in

early 2005. In the meantime, should you have any questions,

please feel free to contact FMC partners:

John Elder

[email protected]

Jeffery Barnes

[email protected]

Peter Murphy

[email protected]

Fraser Milner Casgrain LLP is one of Canada’s leading business law firms, with more than 550 lawyers in six Canadian offices.

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