EXHIBIT 2 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 1 of 13
SCOTT D. DALESANDRO and DIANE 

NOONAN, on behalf of themselves and 

others, 

Plaintiffs, 

VS. 

INTERNATIONAL PAPER COMPANY, 

Defendant. 

UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF OHIO 

DIVISION 

Case No. C-1-01 109 

Judge Sandra S. Beckwith 

DEFENDANT'S OBJECTIONS AND RESPONSES TO 

PLAIN'TIFF'S INTERROGATORIES AND REQUESTS FOR PRODUCTION OF 

DOCUMENTS RELATED TO VACAMON PAY 

Defendant International Paper Company ("Defendant" or "IP"), by counsel and 

pursuant to Federal Rules of Civil Procedure 33 and 34, responds to Plaintiffs 

Interrogatories and Requests for Production of Documents Related to Vacation Pay as 

follows : 

GENERAL OBJECTIONS 

IP's specific objections and responses set forth below to Plaintiff s Interrogatories 

and Request for Production of Documents (hereinafter "Requests") are subject to the 

following general objections . The production at any time of information or documents 

encompassed within IP's General Objections shall not be deemed a waiver of other 

objections . 

IP objects to these Requests in their entirety on the grounds that Plaintiff did not 

request nor receive approval from the Court to issue discovery requests on this issue, 

therefore there is no authority for the requests served beyond the close of discovery . 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 2 of 13
Notwithstanding this objection, Defendant will provide responses to reasonable and 

relevant requests. 

EP objects to the Requests to the extent they seek documents protected by the 

attomey-client privilege and/or the work product doctrine, or are otherwise immune from 

discovery. Inadvertent production of any such document or information shall not 

constitute a waiver of any privilege with respect to the subject matter thereof or the 

information contained therein, and shall not waive the right of IP to object to the use of 

any document or the information contained therein during any subsequent proceeding. 

IP objects to the Requests to the extent they are overly broad, unduly burdensome, 

or seek information which is neither relevant nor reasonably calculated to lead to the 

discovery of admissible evidence or otherwise exceed the scope of permissible discovery 

under the Federal Rules of Civil Procedure. 

IP objects to the Requests to the extent they seek information and/or documents 

already in Plaintiff's knowledge or possession. 

IP objects to the Requests to the extent they seek information and/or documents 

obtainable from some other source that is more convenient, less burdensome, or less 

e. 

IP objects to the Requests to the extent they call for the production or 

identification of "each" or "any" or "all" or "every" document or documents of a 

specified nature or type, when a limited number of such documents will provide the 

requested information, on the grounds that such a req 

broad, unduly burdensome, and oppressive. 

makes the Request overly 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 3 of 13
IP objects to the Requests to the extent they call for the production or 

identification of documents or disclosure of information which "reference", "refer to", 

icate", "discuss", "concern", or "relate to" a particular entity, subject, or object, and 

to all duplicative or cumulative Requests, on the grounds that such Requests are vague, 

overly broad, unduly burdensome, oppressive, and not reasonably calculated to lead to 

the discovery of admissible evidence . 

IP objects to the Requests to the extent they call for a legal conclusion and/or 

assume facts not in evidence. 

IP objects to the Requests to the extent they are not properly limited in time and 

scope. 

The foregoing general objections are incorporated into IP's responses to each and 

every Request, whether or not express reference is made to the general objections in 

response to any particular Request. 

IP has responded to these Requests based on its understanding of the Requests 

and to the best of its knowledge and recollection as of the date these responses are served . 

IP expressly reserves the right to amend, supplement, or correct these responses should 

that become appropriate. 

OBJECTIONS AND RESPONSES TO INTERROGATORIES 

requests. 

Identify the people answering these interrogatories and involved in 

obtaining, compiling and producing documents responsive to Plaintiffs' discovery 

Diane Meess 

Sharon Barger 

Steve Patterson 

International Paper 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 4 of 13
International Place 1 

6400 Poplar Avenue 

Memphis, TN 38197 

Counsel for Defendant 

McGuireWoods LLP 

2. Identify the amount of unused and/or banked vacation e each 

International Paper salaried employee at the Hamilton B Street Mill had accrued as of 

February 9, 2001, regardless of whether or not that employee was subsequently hired by 

Smart Papers, LLC. 

Defendant objects to Interrogatory No. 2 on the grounds that it is overly broad, 

unduly burdensome, and not reasonably calculated to lead to the discovery of relevant or 

admissible evidence. Without waiving these objections, and subject to same, Defendant 

states that the Hamilton B Street Mill, up to the date of the sale of the Mill effective 

February 9, 2001, did not offer or utilize banked vacation time, therefore this benefit is 

icable to any employees to this action . Pursuant to International Paper's vacation 

policy, as of January 1, 2001, each salaried employee was entitled to his or her frill year's 

vacation earned during the previous year. The amount of vacation an employee was 

entitled to was determined by his or her length of continuous service as of December 31, 

2000 as follows: 

1 week of vacation after 2 years of service 

3 weeks of vacation after 5 years of service 

4 weeks of vacation after 12 years of sei 

5 weeks of vacation after 18 years of service 

6 weeks of vacation after 25 years of service 

Therefore, as of February 9, 2001, salaried employees were entitled to vacation pursuant 

it length of continuous service, minus any vacation days taken between January 1, 

2001 and February 9, 2001 . In addition to annual vacation entitlements earned during 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 5 of 13
calendar year 2000, employees eligible for retirement were entitled to accrued vacation 

for the period January 1, 2001 until their resignation or termination from employment . 

3 . Identify the International Paper salaried employees at the Hamilton B 

Street Mill who were paid, at any time after February 9, 2001, lump sum monetary 

amounts by International Paper for the employee's unused and/or banked vacation time, 

and include the amounts and dates of payment. 

Defendant objects to Interrogatory No. 2 and subpart (a) on the grounds that 

overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery 

of relevant or admissible evidence . Without waiving these objections, and subject to 

same, Defendant states that former salaried employees of International Paper who were 

not offered employment by Smart Papers, or who were offered employment at a reduced 

salary and rejected such offer, were paid lump sum monetary payments for earned but 

unused vacation time pursuant to Reorganization Severance Policy #828 and interpreting 

documents and IP's vacation policy summarized above in response to Interrogatory No. 

2. Payments were made as soon as practicable after hiring decisions were made by Smart 

Papers and the closing of the sale of the Mill was completed. 

a. Explain the reasons those payments were made. 

Payments were made to salaried employees who were not hired by Smart Papers . 

b. Identify the source of the funds used for those payments. 

Payments were made from monetary assets of the Company. 

4. Identify the source of the funds used to pay International Paper salaried 

employees for their vacation time prior to February 9, 2001, either as paid time off or as 

lump sum monetary payments. 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 6 of 13
Defendant objects to Interrogatory No. 4 on the grounds that it is overly broad and 

not reasonably calculated to lead to the discovery of relevant or admissible evidence. 

Specifically, Defendant objects to this Interrogatory on the grounds that it is not limited 

to the Hamilton B Street Mill or to any reasonable or relevant time period . Without 

waiving these objections, and subject to same, Defendant states that vacation payments 

for salaried employees at the Hamilton B Street Mill were made through IP's payroll 

system from monetary assets of the Company. 

5. Describe all inquiries made by International Paper as to the vacation 

policy Smart Papers LLC would provide to former International Paper salaried 

employees at the Hamilton B Street Mill . 

Defendant objects to Interrogatory No. 5 on the grounds that it is overly broad, 

unduly burdensome, and not reasonably calculated to lead to the discovery of relevant or 

admissible evidence. Without waiving these objections, and subject to same, Defendant 

states that it had discussions with Smart Papers regarding the handling of vacation pay 

upon the sale of the Mill, and that their agreement culminating from such discussions was 

memorialized in the Asset Purchase Agreement. Pursuant to this Agreement, Section 

4.1(c)(ii), Smart Papers was 

responsible for all earned but unused vacation for Hired Employees as 

each such Hired Employee shall have earned under Seller's vacation plan 

in effect for such Hired Employee as of the Closing (it being understood 

that a corresponding dollar-for-dollar accrual for such liability shall be 

made on the Closing Balance Sheet), (y) shall permit all such Hired 

Employees time off for such vacation days at reasonable times as 

approved by Buyer's managers, and (z) shall pay each such Hired 

Employee vacation pay for the time taken off at the rate that such Hired 

Employee would have received as of the day prior to the Closing Date for 

accrued unused vacation earned prior to the Closing, but not after the 

Closing; provided, however, that the provisions of this Section 4.1 (c) shall 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 7 of 13
not affect Buyer's right to establish a new vacation policy for all Hired 

Employees for vacation time earned after the Closing. 

Therefore, IP, through its negotiations with Smart Papers, contractually secured that 

Smart Papers would assume the obligation to provide former IP salaried employees hired 

by Smart Papers with vacation benefits earned but not yet used under IP's policy . 

uiries made by International Paper as to the vacation 

policy any subsequent employer would provide to former International Paper salaried 

employees at the Hamilton B Street Mill. 

Defendant objects to Interrogatory No. 6 on the grounds that it is vague and 

ambiguous, overly broad, and not reasonably calculated to lead to the discovery of 

relevant or admissible evidence. 

7. Describe the reasons International Paper did not pay salaried employees at 

the Hamilton B Street Mill any lump sum monetary amount under Severance Policy #828 

after February 9, 2001 for the employee's unused and/or banked vacation time. 

Defendant objects to Interrogatory No. 7 on the grounds that it is overly broad, 

duplicative, and misstates the facts in evidence . Subject to these objections, and without 

waiving same, see generally responses to Interrogatories No. 2, 3, and 5 above. See also 

Defendant's Motion for Judgment on Administrative Record and Defendant's Response 

to Plaintiffs Motion for Judgment previously filed in this action and the reasons stated 

therein with regard to the Administrator's decision and IP's position that former salaried 

employees hired by Smart Papers are not entitled to severance benefits under 

Reorganization Severance Policy #828. Defendant further states that it did not pay 

former IP salaried employees hired by Smart Papers any lump sum monetary amount 

under Severance Policy #828 because their entitlement to earned but unused paid 

6. Describe all 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 8 of 13
vacation was contractually assumed and preserved for their use by agreement between IP 

and Smart Papers . Vacation was accordingly paid as it was taken during their 

employment with Smart Papers in lieu of a lump sum payment by IP. 

OBJECTIONS AND RESPONSES TO DOCUMENT REQUESTS 

1 . Please produce all documents received by International Paper employee 

Sharon Barger from any former International Paper salaried employee at the Hamilton B 

Street Mill relating to the employee's clairn(s) for benefits under Severance Policy #828. 

Defendant objects to Request No. 1 on the grounds that it is overly broad and not 

reasonably calculated to lead to the discovery of relevant or admissible evi 

Defendant further objects to this Request to the extent it seeks documents already within 

the possession of Plaintiffs . Without waiving these objections, and subject to same, 

Defendant will produce documents within its possession for members of the class in this 

action . 

2. Please produce all documents sent by International Paper employee 

Sharon Barger to any former International Paper salaried employee at the Hamilton B 

Street Mill relating to the employee's claim(s) under Severance Policy #828. 

Defendant objects to Request No . 2 on the grounds that it is overly broad, unduly 

burdensome, and not reasonably calculated to lead to the discovery of relevant or 

admissible evidence . Defendant further objects to this Request to the extent it seeks 

documents already within the possession of Plaintiffs . Without waiving these objections, 

and subject to same, Defendant will produce documents within its possession for 

members of the class in this action . 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 9 of 13
3 . Please produce all documents International Paper has received in the past 

Papers LLC relating to the vacation time accrued by the former International 

Paper salaried employees at the Hamilton B Street Mill. 

Defendant objects to Request No. 3 on the grounds that it is overly broad and not 

reasonably calculated to lead to the discovery of relevant or admissible evidence. Subject 

to these objections, and without waiving same, Defendant is unaware of any responsive 

documents. 

4. Please produce all documents International Paper receives from Smart 

Papers LLC pursuant to any subpoena issued by International Paper relating to the 

vacation time accrued by the former salaried employees at the Hamilton B Street Mill. 

Defendant has produced these documents. 

5. Please produce all documents International Paper has received from any 

subsequent employer of any former International Paper salaried employees at the 

Hamilton B Street Mill relating to the vacation time accrued by that employee. 

Defendant objects to Request No. 5 on the grounds that it is vague and 

ambiguous. Subject to this objection, and without waiving same, Defendant is not aware 

of any documents responsive to this Request that are not encompassed within Requests 

related to Smart Papers. 

6. Please produce all documents 

that the former salaried employees at the Hamilton B Street Mill are not entitled under 

Severance Policy #828 to lump sum monetary payments for the vacation time that 

employee had not used and/or banked as of February 9, 2001. 

to International Paper's position 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 10 of 13
Defendant objects to Request No. 6 on the grounds that it is overly broad, unduly 

idence, and to the extent such documents are 

already in the possession of Plaintiffs. Defendant further objects to this Request to the 

extent it seeks documents protected by the attorney client or attorney work product 

privileges . Without waiving these objections, and subject to same, see generally 

responses to Interrogatories No. 2, 3, 5, and 7 above. See also Asset Purchase Agreement 

between Champion International Corporation and Smart Papers LLC dated December 29, 

2000; Champion International Corporation Reorganization Severance Policy #828 dated 

May 26, 2000; Champion International Corporation Merger With International Paper 

Company Benefit Plans Questions and Answers dated May 30, 2000; Champion 

International Corporation Merger with International Paper Company Reorganization 

Severance Policy #828 Questions and Answers dated May 25, 2000; Documents included 

Claim Letters and Determination Letters by Administrator regarding vacation 

benefits under Reorganization Severance Policy #828; Letter from Paul Karre to Theresa 

Groh dated December 7, 2001 ; Smart Papers 2000 and 2001 Vacation Policies for 

Salaried Employees; Letter from Milton Lewis/Smart Papers to Smart Papers employees 

dated November 26, 2001 regarding Vacation Policy for Salaried Employees; 

Defendant's Motion for Judgment on Administrative Record and Response to Plaintiffs 

Motion for Judgment, and exhibits thereto; any documents contained in Administrative 

Record related to vacation pay. 

7. Please produce all documents not produced in response to any other 

Document Request which relate to any of the foregoing Interrogatories. 

burdensome, and misstates the facts 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 11 of 13
Defendant objects to Request No. 7 on the grounds that it is vague, overly broad, 

and not reasonably calculated to lead to the discovery of relevant or admissible evidence. 

Defendant further objects to this Request to the extent it seeks documents protected by 

the attorney client or attorney work product privileges. 

Respectfully submitted, 

INTERNATIONAL PAPER CO. 

By: 

COUNSEL FOR DEFENDANT 

INTERNATIONAL PAPER CO. 

Michael A. Roberts (OH Bar No. 0047129) 

Graydon Head & Ritchey, LLP 

1900 5th 3rd Center 

511 Walnut Street 

Cincinnati, Ohio 45202 

(513) 629-2799 

W. Carter Younger (VSB 01147) 

(Admitted Pro Hac Vice) 

James P. McElligott, Jr. (VSB 014109) 

(Admitted Pro Hac Vice) 

McGuircWoods LLP 

One James Center 

Richmond, VA 23219 

(804) 775-4363 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 12 of 13
CERTIFICATE OF SERVICE 

I hereby certify that on this 26th day of November 2003, a true and complete copy 

of this document was delivered via first class mail and telecopy to Counsel for Plaintiff, 

Theresa L. Groh, Esq., and John C. Murdock at Murdock, Goldenberg, Schneider & 

Groh, L.P .A., 700 Walnut Street, Suite 400, Cincinnati, Ohio, 45202. 

Case 1:01-cv-00109-SSB Document 60-3 Filed 12/12/2003 Page 13 of 13