WN&J DOCUMENT MANAGEMENT POLICY

Approved by Management Committee ? 2011 Updates for IM Approved by LPC ? May 8, 2012

WN&J DOCUMENT MANAGEMENT POLICY

Effective Date: January 1, 2012

1. Purpose. This Policy provides for the storage, retention and destruction of all documents created or received by the Firm. Careful attention to documents management will aid in the efficient and effective delivery of quality legal services and operation of the Firm's business.

2. Scope. This Policy applies to all documents created or received by the Firm, including clientrelated documents, Firm administration documents and personal documents.

3. Responsibility.

3.1. The Firm's Legal Practice Committee is responsible for enforcing this Policy and ensuring that it is followed throughout the Firm. The Legal Practice Committee will update this Policy as needed from time to time. The Legal Practice Committee, in consultation with the Legal Records Department, will design and implement training with respect to this Policy.

3.2. Each Firm director, in consultation with the Firm's general counsel, will determine the appropriate record retention periods for Firm administration official records within such director's custody and, upon the expiration of the respective record retention periods, will destroy such Firm administration official records in a manner that will protect confidential Firm information.

3.3. Each Firm billing attorney is responsible for ensuring that this Policy is properly followed with respect to each client matter for which he or she is responsible.

3.4. The Firm's Accounting Department is responsible for periodically creating and furnishing to each billing attorney reports of inactive and active matters for purposes of prompting closure of appropriate client matters.

3.5. The Firm's Legal Records Department is responsible for notifying designated attorneys that a client matter's record retention period has expired and, upon completion of the procedures in this Policy, for destroying appropriate client files in a manner that will protect confidential client information.

4. Definitions. As used in this Policy, the following terms will have the following meanings:

4.1. Active matter. A client matter for which an invoice has been sent in the last two years.

4.2. Client-related documents. Any document created or received by the Firm related to legal services.

4.3 Client file. Collection of documents pertaining to a given Firm client matter, whether stored in a hard copy client file or in the Firm's electronic document management system. If dealing with an active matter, the client file would also include electronic documents stored in an email folder.

4.4. Client matter. The subject of the Firm's representation of a client for which a separate matter number is assigned.

4.5. Document. Any written, recorded, or graphic matter however produced or reproduced; encompasses official records and temporary documents.

Documents

Official Temporary Records Documents

4.6. Electronic documents. "[A]ny information that is recorded in a form that only a computer or other equipment capable of reading computer files can process." See 36 C.F.R. ? 1234.2. Some electronic documents are considered official records and others are considered temporary documents.

4.7 Electronic correspondence. Content sent or received electronically, including email, faxes, incoming voice mail messages, text messages and internal instant messages.

4.8. Firm administration documents. Any documents created or received by the Firm related to Firm departments and functions, such as management, accounting/finance, human resources, information technology and marketing.

4.9. Firm's electronic document management system. The Firm's electronic management system, used to store documents electronically, currently iManage.

4.10. Firm instant messaging (IM). The Firm's electronic messaging system, which allows users to exchange text messages and files within the Firm in real time.

4.11. Inactive matter. A client matter for which no invoice has been sent for at least two years.

4.12. Official electronic correspondence. An electronic correspondence that, due to its content, constitutes an official record.

4.13. Official record. Any document (regardless of medium) that reflects or memorializes a specific client-related or Firm-related event, activity or transaction and/or is needed for other specific legal or compliance reasons. Official records include, for example:

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? Information in client files, such as agreements, minute books, correspondence and pleadings;

? Information of significant Firm decisions, commitments and contracts; and ? Information protecting the financial, legal and other rights of the Firm.

Each known official record created or received by the Firm will generally be assigned a record retention period in accordance with this Policy. In some cases, the record will have a "permanent" retention period.

4.14. Permanent. The continued preservation of official records forever, without any limit in time.

4.15. Personal documents. Documents that pertain only to Firm attorneys' or staff members' personal affairs.

4.16. Record retention period. The period of time during which official records must be retained by the Firm for operational, legal, fiscal, historical or other purposes. Official records will be destroyed after the termination of the record retention period, unless they are subject to a litigation hold or are designated permanent records.

4.17. Record retention schedule. A schedule maintained by the Firm indicating the timetable during which the various categories of official records are maintained (Appendix C).

4.18. Temporary documents. Documents that have only short-term value and are not critical to the management of a client's or the Firm's ongoing activities. Examples of temporary documents include personal messages, routine administrative messages, information-only copies of memoranda or attachments, copies of an official record, and notes of a transient nature that have only short-term value, such as meeting or other scheduling notices. Temporary documents may be destroyed at any time unless subject to a litigation hold (see Section 7 below).

4.19. Seven-year default rule. The Firm's default record retention period for client files, which states that, unless subject to an exception set out in Section 6.7 of this Policy, the Firm will retain client files for 7 years from the date the client matter is closed.

4.20. Text message. A written message which is transmitted electronically, esp. a short, keyed message sent from one mobile phone to another, or via the internet. (Oxford English Dictionary).

5. Document storage methods.

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5.1. Storage of electronic official records. The Firm recognizes that an electronic message may qualify as an official record based on its content. Each attorney and staff member is responsible for the storage of the electronic official records in his or her possession. For the efficient identification, retrieval and deletion of electronic official records pursuant to this Policy, as well as their safekeeping, attorneys and staff are required to organize and store all electronic official records, including official electronic correspondence, in the Firm's electronic document management system. Official electronic correspondence may be stored temporarily, while a client matter is open, in an email folder.

NOTE: EMAIL NOT STORED IN THE FIRM'S ELECTRONIC DOCUMENT

MANAGEMENT SYSTEM OR IN AN EMAIL FOLDER WILL BE

AUTOMATICALLY DELETED AFTER 180 DAYS.

NOTE: FIRM-OWNED MOBILE DEVICES AND THE FIRM-SANCTIONED IM

SYSTEM ARE NOT DESIGNED TO MANAGE THE STORAGE OR RETENTION

OF ELECTRONIC OFFICIAL RECORDS. FIRM ATTORNEYS AND STAFF ARE NOT PERMITTED TO USE TEXT MESSAGING OR IMS TO CONDUCT ANY

BUSINESS THAT WOULD REQUIRE THE CONTENT OF A TEXT MESSAGE OR

IM TO BE SAVED AS AN ELECTRONIC OFFICIAL RECORD. A TEXT MESSAGE OR IM MAY NOT BE USED TO DOCUMENT A LEGAL OBLIGATION OR COMPANY DECISION. IN THE EVENT THAT AN INCOMING TEXT MESSAGE IS AN OFFICIAL RECORD, IT MUST BE RETAINED AS AN OFFICIAL RECORD.

5.2 Storage of electronic official records created or edited offline. If an attorney or staff member creates or edits an electronic official record offline (e.g., on a home computer, disconnected Firm laptop, PDA, or otherwise), that person must save the electronic official record in the Firm's electronic document management system as soon as possible. No Firm attorney or staff member is permitted to store electronic official records on any device or in any system other than in the Firm's electronic document management system; however, official electronic correspondence may be stored temporarily, while a client matter is open, in an email folder.

5.3. Storage of hard copy official records. Hard copies of official records, including official record correspondence, may be filed in the hard copy client file or scanned and filed into the Firm's electronic document management system. The hard copy file and the Firm's electronic document management system folder pertaining to the client matter both contain official records for purposes of this Policy, and are collectively referred to as the "client file."

5.4. Storage of personal documents. Hard copy and electronic documents that pertain only to a Firm attorney's or staff member's personal affairs should be filed separately from official records. Further, consistent with Firm policy, all documents (including email and voice mail) created, received or stored on Firm systems or equipment are Firm property, even if stored in a "personal" folder. The Firm has the

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right, at any time and without prior notice, to monitor, access, retrieve, read and disclose all such documents, and neither attorneys nor staff members will have any expectation of privacy in such documents.

5.5. Storage of research/reference documents and practice group forms. Attorneys and staff are encouraged to store electronic research and reference documents useful to their personal practices in their personal workspaces in the Firm's electronic document management system. Personal workspaces are not subject to a record retention period and the documents in a personal workspace may be retained as long as the user of the documents would like to keep them. If the document is a client-related official record, a copy must also be retained in the appropriate client file.

Practice groups will store forms in their respective workspaces in the electronic document management system. These workspaces are not subject to a record retention period and the documents in these workspaces may be retained as long as the practice groups would like to keep them.

6. Managing client files.

6.1 Notice to clients of the Firm's Document Management Policy. Each billing attorney will include a notice in the client's engagement letter and closeout letter informing the client of the Firm's Document Management Policy and how this Policy applies to the retention and disposition of the client file. No Firm attorney or staff person is authorized to agree to a client's own document retention or destruction policy without prior approval from the Legal Practice Committee or the Firm's general counsel. If a client's special document retention or destruction policy is agreed to, the approving group or person shall promptly notify the Legal Records Department and the appropriate billing attorneys of such particular requirements.

6.2. Managing client files when a client matter is open. A client matter will remain open so long as the Firm continues to provide ongoing legal services to the client regarding that client matter. During the course of a client matter, attorneys should retain only official records pertaining to the representation. A client file for an open client matter may and should be pruned of temporary documents on an ongoing basis. When in doubt, however, treat a document as an official record.

6.3. Closing a client matter. If the Firm is no longer providing legal services to a client on a particular client matter and if outstanding accounts receivable on the client matter have been collected or otherwise addressed, the billing attorney should close the client matter. The billing attorney may close a client matter by marking "close" on the Firm's "Adjustment Memo" form. If the account receivable has been reconciled, the Accounting Department will send a notice to the billing attorney informing him or her that the matter has been closed. The notice will also indicate the official date the matter was closed. Lastly, this notice will trigger the client file culling process and closeout letter to the client (see Section 6.5 below).

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6.4. Accounting Department reports prompting closure of appropriate client matters.

6.4.1. Active client matters. Twice each year, the Accounting Department will send each billing attorney a report that lists his or her active matters. The report will show the balance of any unbilled time/costs or accounts receivable with a reminder that these client matters cannot be closed until the outstanding amounts are billed, collected or otherwise addressed. The billing attorney should close the appropriate client matters on this list. Once the account receivable for a closed client matter has been reconciled, the Accounting Department will send a notice to the billing attorney stating that the client matter is officially closed and the date it was closed. This will trigger the client file culling process and a closeout letter to the client (see Section 6.5 below).

6.4.2. Inactive client matters. Twice each year, the Accounting Department will send to each billing attorney a report that lists his or her inactive matters. The report will show the balance of any unbilled time/costs or accounts receivable with a reminder that these client matters cannot be closed until the outstanding amounts are billed, collected or otherwise addressed. The billing attorney should close the appropriate client matters on this list. If the billing attorney does not respond to the request regarding a given client matter within 30 days, another request will be sent by the Accounting Department. If the billing attorney does not respond to the second request within seven days, the Accounting Department will close the client matter. Once the account receivable for a closed client matter has been reconciled, the Accounting Department will send a notice to the billing attorney stating that the client file is officially closed and the date it was closed. This will trigger the client file culling process and a closeout letter to the client (see Section 6.5 below).

6.5. Managing client files once a client matter is closed.

6.5.1. Culling a client file when a client matter is closed. Once a client matter is closed, the billing attorney, or other designated attorney or trained support staff with supervision from the billing attorney, must cull the client file. The Closed Client Matter Culling Procedure is attached as Appendix A. Once a client file has been culled, the billing attorney should send the hard copy client file to the Legal Records Department for storage.

6.5.2. Closeout letter to client. When a client matter is closed, the billing attorney must send a closeout letter advising the client that the Firm will retain the client file for the duration of the Firm's established record retention period, following which time it will be destroyed. A sample closeout letter is attached as Appendix B. Additional instructions and information will be included in the closeout letter if the client file contains client property to be returned to the client. If client property is to be returned to the client, the closeout letter must be sent by certified mail, return receipt requested, or via a recognized overnight carrier.

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Note: In the event a client requests the transfer of the client file prior to the close of a matter, for example, in the context of an attorney departure from the Firm, Rule 1.16 of the Michigan Rules of Professional Conduct governs the Firm's ethical obligations for transferring the client property and papers that reside in the Firm's files to the client or the client's designee. For information regarding transfer of the client file, please see the Checklist for Transferring Files to a Client, which can be found in the Firm's "Policies and Procedures for Departing Attorneys or Paralegals."

6.6. Seven-year default rule for client files. The Firm will retain client files for 7 years from the date the client matter to which the files pertain is closed.

6.7 Exceptions to the seven-year default rule for client files. The following is a list of exceptions to the seven-year default rule:

6.7.1 Official records included in practice group record retention schedule. Each practice group has designated those client files and/or client-related official records for which the seven-year default rule does not apply. This record retention schedule is attached as Appendix C and will be supplemented from time to time.

6.7.2. Client-related official records designated for permanent retention. The following official records should always be designated for permanent retention:

? Engagement and closeout letters ? Conflicts analyses and any conflict waivers or consents ? Any client authorizations for transferring client files ? Any memoranda and letters regarding client files that are destroyed

6.7.3. Official records in client matters involving minors. Client files relating to juvenile clients will be retained for five years from the date the youngest juvenile client reaches 18 years old.

6.7.4. Official records in criminal client matters. Client files relating to criminal client matters generally should not be destroyed during the client's lifetime. If possible, the billing attorney should return the client file to the client so the Firm will not be obligated to retain it in storage for the client's lifetime. At the outset of a criminal client matter, the billing attorney should obtain the client's full name, birth date, and social security number in case the Firm must locate the client in the future.

6.8. Destruction of client files pertaining to client matters opened on or after the effective date of this Policy. At the end of the record retention period for a client matter that is opened on or after the effective date of this Policy, the Legal Records Department will notify the billing attorney, the client manager and the responsible attorney that the

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client file will be destroyed after 90 days. If the billing attorney objects to destruction of the client file, he or she must obtain written permission from the Legal Practice Committee or Firm general counsel to retain the client file beyond the scheduled destruction date. If the billing attorney does not respond to the notice, the client file will be destroyed in a manner that will protect confidential client information, provided the file has been culled in accordance with Appendix A and that no client property remains in the file at this time.

Note: This Policy does not apply to or permit the destruction of client files pertaining to client matters opened before the effective date of this Policy.

6.9. Incoming lateral attorney's client-related official records. Generally, the Firm will only take custody of an incoming lateral attorney's client-related official records that relate to active matters and have been converted to a Firm client file in compliance with this Policy. Client-related official records for closed client matters for former clients of an incoming lateral attorney will not be stored by the Firm. Under certain circumstances, the Firm will take custody of client-related official records for closed client matters for clients who are likely to become clients of the Firm. If Firm management approves storage for these client-related official records for closed client matters, they will be stored with the Firm's other closed client files. For retention purposes, the closed date of such a client matter will track as closely as possible the date the client matter was closed at the lateral attorney's previous firm. Retention and destruction of such lateral attorney's closed files will be coordinated with any commitments made to the client on such matters by the former firm. These provisions related to an incoming lateral attorney's client-related official records also apply to the incoming lateral attorney's email and other electronic official records. Further, due to client and Firm confidentiality concerns, the Firm will not take custody of any electronic official records that are not properly organized by the incoming lateral attorney.

7. Litigation hold. Disposal of specific documents must be discontinued or suspended immediately if the Firm learns of pending or reasonably foreseeable administrative action, civil or criminal litigation, government enforcement proceedings, investigation or audit, or any other legal action that may require the production of such documents, even if disposal is otherwise mandated under this Policy. If anyone in the Firm learns of such circumstances, he or she should report them immediately to the Firm's general counsel, who may take action to suspend all destruction and/or modification of applicable documents. In these circumstances, the Firm will issue a litigation hold notice to advise all affected attorneys and staff members that specific documents must be preserved and that the document destruction practices for such documents have been suspended. Documents subject to a litigation hold must be preserved until further specific notice from the Firm is provided.

8. Policy implementation. The Firm will post this Policy, together with all tools reasonably necessary to implement this Policy successfully, on the Firm's intranet. Every attorney and staff member is required to implement this Policy for documents within his or her custody.

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