Free Response in Opposition to Motion - District Court of Arizona - Arizona

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

Legal Summary of Plaintiffs' Administrative Claims and Appeal, Maintained in Covington & Burling's files Shea (Doc. 225, Exhibit C ¶ 18, 20)
Summary of Defendants' Reasons For Privilege:

Document predating decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration N/A Covington & Burling attorneys Attorney-Client Privilege

7

10/14/2003

9

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the document. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants. Draft Legal Summary of Plaintiffs' Administrative Claims and Appeal w/ Covington & Burling attorney's notes, maintained in Covington & Burling's files.

Document predating decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration N/A Covington & Burling attorneys Attorney-Client Privilege

8

Shea 10/14/2003 (Doc. 225, Exhibit C ¶ 18, 20)

Summary of Defendants' Reasons For Privilege:

10 Fiduciary exception does not apply because no fiduciary sent, received or was copied on the document. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' s Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 1 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

9

9/26/2003

O'Neill (Doc. 225 Exhibit B ¶ 23, 24)

11

Email String re: Discussion of Legal Strategic Issues Regarding Anticipated Litigation In The Ninth Circuit Regarding Plaintiffs' Claim That The 1984 Brochure Was The Plan Document And Litigation Strategy re: Same 9/26/2003 From R. Shea, Esq. to H. O'Neill, Esq.; cc: K. Covert, Esq., J. Vine, Esq., J. Huvelle, Esq., J. Ryan, Esq.; 9/26/2003 From H. O'Neill, Esq. to J. Vine, Esq., R. Shea, Esq.; cc: K. Covert, Esq.; 9/26/2003 From H. O'Neill, Esq. to R. Shea, Esq., J. Vine, Esq.; cc: K. Covert, Esq., See Description K. Adams.
Summary of Defendants' Reasons For Privilege:

Document predating decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration; No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

See Description

Work Product; Attorney-Client Privilege

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.
Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

2

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 2 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

10

9/22/2003

Denlinger (Doc. 225, Exh. D ¶ 2); O'Neill (Doc 225, Exh. B ¶ 25)

13

Email String re: Legal Analysis of See Description Plaintiffs' Claims Regarding: Effective Date of Plan Amendments September 22, 2003 From H. O'Neill, Esq. to R. Shea Esq.; cc: J. Vine, Esq., K. Denlinger 9/19/2003 From H. O'Neill, Esq. to R. Shea, Esq.; cc: J. Vine, Esq.
Summary of Defendants' Reasons For Privilege:

See Description

Attorney -Client Document predating Privilege, Settlor denial of Plaintiffs' Function Issue. appeal; Fiduciary exception applies; Matter of Plan administration; Settlor Privilege, if any, waived by Honeywell's disclosure of documents to counsel (R. Shea, J. Vine) for the Plan handling Plaintiffs' claims and to Plan actuary (K. Denlinger)

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

3

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 3 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

11

9/22/2003

Huvelle (Doc. 225, Exh. I ¶ 3,4)

14

Email String From J. Huvelle, Esq. See Description to J. Ryan, Esq. Requesting Litigation Perspective Regarding Analysis of Board Resolutions and Delegation of Authority, and J. Ryan, Esq.'s Response to J. Huvelle, Esq. re: Same 9/22/2003 From J. Ryan, Esq. to J. Huvelle, Esq. 9/22/2003 From J. Huvelle, Esq. to J. Ryan, Esq.
Summary of Defendants' Reasons For Privilege:

See Description

Work Product; Document predating Attorney-Client decision on Plaintiffs' Plan appeal; Fiduciary privilege exception applies; Matters of Plan administration; No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

4

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 4 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

12

9/16/2003

Shea (Doc. 225, Exhibit C y¶ 18,22)

16

Email re: Legal Analysis of Draft Response to Plaintiffs' Administrative Appeal
Summary of Defendants' Reasons For Privilege:

R. Shea, Esq.

J. Ryan, Esq.

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matter of Plan administration;

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

5

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 5 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

13

8/19/2003

Sandstrom (Doc. 225, Exhibit H ¶ 4,5)

17

Notes re: Attorney-Client Privileged Conference Regarding Litigating Plaintiffs' Anti- Cutback Claims in Particular Federal Court Circuits, Maintained in Covington & Burling's files
Summary of Defendants' Reasons For Privilege:

N/A

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Covington & Work Product; Document predating Burling attorneys Attorney-Client decision on Plaintiffs' Plan appeal; Fiduciary Privilege exception applies; Matters of Plan administration; No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

6

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 6 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

14

8/6/2003

Shea (Doc. 225, Exhibit C ¶ [ 18, 23)

18

Notes re: Plaintiffs' Administrative Claims and Meeting with S. Martin, Maintained in Covington & Burling's Files
Summary of Defendants' Reasons For Privilege:

N/A

Covington & Burling attorneys

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration;

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

7

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 7 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

19

4/17/2003

No supporting declaration provided

27

Notes of Conference re: Plaintiffs' Claims, Maintained in Covington & Burling's Files
Summary of Defendants' Reasons For Privilege:

N/A

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Covington & Work Product; Document predating Burling attorneys Attorney-Client decision on Plaintiffs' Plan appeal; Fiduciary Privilege exception applies; (Matters of Plan administration No merit to Defendants' claim of anticipated; litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

8

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 8 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

28

2/3/2003

Sandstrom (Doc 225, Exh. H ¶ 4, 8)

37

Memo re: Legal Analysis of Plaintiffs' Administrative Claims in Preparation for Settlement Conference and Settlement of Plaintiffs' Claims (Defendants' First Privilege Log described this document as a "Memo re: Analysis of Plaintiffs' Administrative Claims")
Summary of Defendants' Reasons For Privilege:

R. Shea, Esq., J. Vine, Esq.

G. Sandstrom, Esq.

Work Product; Document predating Attorney-Client decision on Plaintiffs' Plan appeal; Fiduciary Privilege exception applies; Matters of Plan administration No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation. This document concerned settlement negotiations with Plaintiffs' counsel.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

9

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 9 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

31

10/9/2002

Denlinger (Doc. 225 Exh. D ¶ 46), O'Neill (Doc 225, Exh. B ¶ 23, 26)

46

Email String re: Information re: Plaintiffs' Claims 10/9/2002 From H. O'Neill, Esq. to C. Burnelko 10/9/2002 From C. Burnelko to H. O'Neill, Esq., K. Mathis, M. Gangone, M. Holic, J. Payne, S. Williams, K. Denlinger 9/25/2002 From H. O'Neill, Esq. to K. Mathis, M. Gangone, M. Holic, C. Burnelko, J. Payne, S. Williams, K. Denlinger
Summary of Defendants' Reasons For Privilege:

` See Description

See Description

Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Work Product; Document predating Attorney-Client decision on Plaintiffs' Plan appeal; Fiduciary Privilege exception applies; Matters of Plan administration No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn; Waiver of privilege, if any, by disclosure to Plan Actuary (K. Denlinger) and to low level employee (J. Payne)

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

10

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 10 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

32

10/8/2002

Vine (Doc. 225, Exh. E ¶ 3, 5)

47

Email String re: Legal Evaluation See Description of Plaintiffs' Claims re: Management Fees, Alleged Violations of 204(h), and For Penalties under 502(c) For Purposes of Audit Letter Response 10/8/2002 From J. Vine, Esq. to K. Covert, Esq.; cc: M. Gangone, J. Huvelle, Esq., R. Shea, Esq. 10/8/2002 From K. Covert, Esq. to J. Vine, Esq.; cc: M. Gangone
Summary of Defendants' Reasons For Privilege:

See Description

Work Product; Document predating Attorney-Client decision on Plaintiffs' Plan appeal; Fiduciary Privilege exception applies; Matters of Plan administration; No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

11

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 11 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

33

9/12/2002

Sonnenschein (Doc. 225, Exh. J, ¶ 3)

52

Legal Memo re: Statute of Limitations Applicable to Plaintiffs' Claims
Summary of Defendants' Reasons For Privilege:

J. Huvelle, Esq., E. Sonnenschein, Esq. R. Shea, Esq., J. Vine, Esq.

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Work Product; Document predating Attorney-Client decision on Plaintiffs' Plan appeal; Fiduciary Privilege exception applies; Matters of Plan administration; No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

12

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 12 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

34

9/11/2002

Vine (Doc. 225, Exh. E ¶ 3,6), 53 O'Neill (Doc- 225, Exh. B ¶ 23)

See Description Email String re: Information Requested To Evaluate and Defend Against Litigation Over Plaintiffs' Administrative Claims 9/11/2002 From J. Vine, Esq. to H. O'Neill, Esq.; cc: J. Huvelle, Esq.; R. Shea, Esq. 9/10/2002 From H. O'Neill, Esq. to J. Vine, Esq.
Summary of Defendants' Reasons For Privilege:

See Description

Work Product; Document predating Attorney-Client decision on Plaintiffs' Plan appeal; Fiduciary Privilege exception applies; Matters of Plan administration; No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

13

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 13 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

35

9/11/2002

Vine (Doc. 225, Exh. E ¶ 3,6), O'Neill (Doc 225, Exh. B ¶ 23)

54

See Description Email String re: Information Requested To Evaluate and Defend Against Litigation Over Plaintiffs' Administrative Claims 9/11/2002 From J. Vine, Esq. to H. O'Neill, Esq.; cc: J. Huvelle, Esq.; R. Shea, Esq. 9/10/2002 From H. O'Neill, Esq. to J. Vine, Esq.
Summary of Defendants' Reasons For Privilege:

See Description

Work Product; Document predating Attorney-Client decision on Plaintiffs' Plan appeal; Fiduciary Privilege exception applies; Matters of Plan administration; No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

14

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 14 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

36

9/10/2002

Vine (Doc. 225, Exh. E ¶ 3,6), O'Neill (Doc. 225, Exh. B ¶ 23)

55

See Description Email String re: Information Requested To Evaluate and Defend Against Litigation Over Plaintiffs' Administrative Claims 9/11/2002 From J. Vine, Esq. to H. O'Neill, Esq.; cc: J. Huvelle, Esq.; R. Shea, Esq. 9/10/2002 From H. O'Neill, Esq. to J. Vine, Esq.
Summary of Defendants' Reasons For Privilege:

See Description

Work Product; Document predating Attorney Client decision on Plaintiffs' Plan appeal; Fiduciary Privilege exception applies; Matters of Plan administration; No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

15

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 15 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

37

9/10/2002

Vine (Doc. 225, Exh. E ¶ 3,6), O'Neill (Doc. 225, Exh. B ¶ 23)

56

See Description Email String re: Information Requested To Evaluate and Defend Against Litigation Over Plaintiffs' Administrative Claims 9/11/2002 From J. Vine, Esq. to H. O'Neill, Esq.; cc: J. Huvelle, Esq.; R. Shea, Esq. 9/10/2002 From H. O'Neill, Esq. to J. Vine, Esq.
Summary of Defendants' Reasons For Privilege:

See Description

Work Product; Document predating Attorney-Client decision on Plaintiffs' Plan appeal; Fiduciary Privilege exception applies; Matters of Plan administration; No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

16

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 16 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

38

9/5/2002

Denlinger (Doc. 225, Exh. D ¶ 57), Vine (Doc. 225, Exh. E ¶ 3,7), O'Neill (Doc. 225, Exh. B ¶ 23)

57

Email String re: Potential Class Action Lawsuit re: SBA Offset 9/5/2002 From J. Vine, Esq. to J. Huvelle, Esq., R. Shea, Esq. 9/4/2002 From H. O'Neill, Esq. to J. Vine, Esq., K. Denlinger 9/4/2002 From I. Abraham to J. Vine, Esq., K. Denlinger; cc: H. O'Neill, Esq.
Summary of Defendants' Reasons For Privilege:

See Description

See Description

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Work Product; Document predating Attorney-Client decision on Plaintiffs' Plan appeal; Fiduciary Privilege exception applies; Matters of Plan administration; No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn; Waiver of privilege by disclosure to Plan Actuary (K. Denlinger)

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

17

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 17 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

39

8/23/2002

Vine (Doc. 225, Exh. E ¶ 3,8)

58

Legal Memo re: Plaintiffs' Administrative Claims w/ R. Shea, Esq.'s notes
Summary of Defendants' Reasons For Privilege:

Honeywell

J. Vine Esq.

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; `Fiduciary exception applies; Matters of Plan administration;

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

18

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 18 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

40

8/22/2002

Vine (Doc. 225, Exh. E ¶ 3,9)

59

Legal Memo re: Summary of Plaintiffs' Administrative Claims and Copy of Same With R. Shea, Esq.'s notes
Summary of Defendants' Reasons For Privilege:

Honeywell

J. Vine, Esq.

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration;

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

19

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 19 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

41

10/4/2001

O'Neill (Doc. 225, Exhibit B ¶ 26, 27)

64

See Description Email String re: Potential Litigation With Retirees re: SBA Offset 10/4/2001 From H. O'Neill, Esq. to M. Gangone 10/3/2001 From K. Mathis to J. Greenman, Esq., K. Covert, Esq., H. O'Neill, Esq.; cc: B. Marcotte 10/2/2001 From C. Chapman to B. Marcotte, K. Mathis, J. Payne, S. Yamasaki, A. Clarke, M. Rojas
Summary of Defendants' Reasons For Privilege:

See Description

Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Work Product; Fiduciary Exception Attorney-Client Applies -- Matter of Plan administration; No merit Privilege to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn; Waiver of privilege, if any, by providing it to low level (J. Payne) and "other Honeywell employees" (Doc. 225, Exh. B ¶ 27)

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

20

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 20 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

43

7/18/1989

No supporting declaration provided

68

Memo re: Compliance and Plan Amendments w/ R. Shea, Esq.'s notes Maintained by Covington & Burling
Summary of Defendants' Reasons For Privilege:

N/A

W. Jacobsen, Esq.

Attorney-Client Work Privilege, Product, Settlor Function Issue.

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Fiduciary Exception applies; Matter of Plan administration (authored by former Plan counsel at O'Melveny & Myers); No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn; Settlor Privilege, if any, waived by Honeywell's disclosure of documents to counsel (R. Shea) for the Plan handling Plaintiffs' claims

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

21

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 21 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

44

2/10/1984

No supporting declaration provided

70

B. Arms, Esq.; R. Rauch; A. Garcia; Summary of Defendants' Reasons For M Stem, Esq.; Privilege: D. Freundlich; T. Wilburton; Fiduciary exception does not apply W. Coffey; because Settlor Function. F. Morgan; R. Barone; L. Carbone; J. McLeod; D. Gordon, Esq.; G. Howland

Letter Enclosing Draft Retirement Plan For Comment

D. Duff, Esq.; K. Ryan, Esq.; Debevoise & Plimpton

Attorney-Client Fiduciary exception Privilege, Settlor applies; Matters of Plan Function Issue. administration; (Plan was purportedly amended on February 4, 1984; this document created 10 days later must relate to administration); Settlor Privilege, if any, waived by providing it to low level employees (i.e, F. Morgan, identified as "Signal employee") and by Honeywell's disclosure of documents to counsel for the Plan handling Plaintiffs' claims Attorney-Client Fiduciary exception Privilege, Settlor applies; Matters of Plan Function Issue. administration; Settlor Privilege, if any, waived by Honeywell's disclosure of documents to counsel for the Plan handling Plaintiffs' claims

45

10/28/1983 Gordon (Doc. 225, Exh. G ¶ 3-5)

71

Legal Memo re: Options For Restructuring the Garrett Severance Plan In Connection With Restructuring The Garrett Corp. Retirement Plan
Summary of Defendants' Reasons For Privilege:

Garrett

D. Gordon, Esq.

Fiduciary exception does not apply because Settlor Function.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

22

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 22 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

46

6/15/1983

Gordon (Doc. 225, Exh.G ¶ 3,4)

72

Legal Memo re: Potential Amendments to the Garrett Severance Plan with Cover Letter
Summary of Defendants' Reasons For Privilege:

J. Milligan

D. Gordon, Esq.

Fiduciary exception does not apply because Settlor Function.

Attorney-Client Fiduciary exception Privilege, Settlor applies; Matter of Plan Function Issue. administration; Settlor Privilege, if any, waived by disclosure of documents to "two actuaries...who routinely worked with the Company on the Severance and Retirement Plans..." (Gordon Decl. ¶ 4) and by disclosure to counsel for the Plan handling Plaintiffs' claims

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

23

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 23 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

47

undated

Shea (Doc. 225, Exhibit C ¶ 5, 7, 13)

73

Draft Legal Analysis of Plaintiffs' Claims And Defenses To Those Claims For Purposes of Litigation
Summary of Defendants' Reasons For Privilege:

N/A

R. Shea, Esq.

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Work Product; Document predating Attorney-Client decision on Plaintiffs' Plan appeal; Fiduciary Privilege exception applies; Matters of Plan administration; No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

24

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 24 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

48

undated

Shea (Doc. 225, Exhibit C ¶ 5, 7, 14)

74

Chart re: Amendments to Retirement and Severance Plans Maintained in Covington & Burling's Files.
Summary of Defendants' Reasons For Privilege:

N/A

R. Shea, Esq.

Work Product; Attorney-Client Privilege; Settlor Function

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants and advice was prepared in anticipation of litigation.

Document predating decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration; No merit to Defendants' claim of anticipated litigation as claims were still in process and some were resolved in Plaintiffs' favor or withdrawn

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

25

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 25 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

50

undated

Sandstrom (Doc. 225, Exhibit H ¶ 4, 14)

77

Legal Analysis of Plaintiffs' Administrative Claims with Covington & Burling attorney's notes, Maintained in Covington & Burling `s Files
Summary of Defendants' Reasons For Privilege:

N/A

Covington & Burling attorney

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

26

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 26 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

51

undated

Sandstrom (Doc. 225, Exhibit H ¶ 4,5)

78

Attorney Notes re: Legal Analysis of Response to Plaintiffs' Administrative Claims, Maintained in Covington & Burling's Files
Summary of Defendants' Reasons For Privilege:

N/A

Covington & Burling attorney

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

27

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 27 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

53

undated

Shea (Doc. 225, Exhibit C ¶ 5, 18 25)

82

Legal Summary of Plaintiffs' Arguments In Administrative Appeal, Maintained in Covington & Burling's Files
Summary of Defendants' Reasons For Privilege:

N/A

Covington & Burling attorney

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

28

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 28 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

54

undated

Sandstrom (Doc. 225, Exh. H ¶ 3,4, 10)

83

Notes re: Legal Analysis of Proposed Regulations and Relevant Provisions of the Retirement and Severance Plans, Maintained in Covington & Burling's Files
Summary of Defendants' Reasons For Privilege:

N/A

Covington & Burling Attorney

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

29

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 29 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

55

undated

Sandstrom (Doc. 225, Exh. H ¶ 3,4,13)

84

Notes re: Legal Analysis of Plaintiffs' Administrative Appeal, Maintained in Covington & Burling's Files
Summary of Defendants' Reasons For Privilege:

N/A

Covington & Burling attorney

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

30

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 30 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

56

undated

Sandstrom (Doc. 225, Exh. H ¶ 3,4,13)

85

Notes re: Legal Analysis of Plaintiffs' Administrative Appeal, Maintained in Covington & Burling's Files
Summary of Defendants' Reasons For Privilege:

N/A

Covington & Burling attorney

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

31

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 31 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

57

undated

Shea (Doc. 225, Exhibit C ¶ 18,26)

86

Notes re: Legal Analysis of Plaintiffs' Claims re: Annuity Conversion Factor and Credited Interest Rate, Maintained in Covington & Burling's Files
Summary of Defendants' Reasons For Privilege:

N/A

Covington & Burling attorney

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

32

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 32 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

58

undated

Sandstrom (Doc. 225, Exh. H ¶ 3,4,11)

87

Draft Legal Analysis of Plaintiffs' Claims And Defenses To Those Claims For Purposes of Litigation with Covington & Burling attorney's notes, Maintained in Covington & Burling's Files
Summary of Defendants' Reasons For Privilege:

N/A

Covington & Burling attorney

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

33

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 33 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Reference in Supporting Declarations

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim of Privilege

Summary of Plaintiffs' Reasons Why Document Should Be Produced

66

8/12/2002

Shea(Doc. 225, Exhibit C ¶ 3,7, 17); O'Neill (Doc. 225, Exhibit B ¶ 23)

121

Fax Attaching Letter from S. Martin, Esq., with Covington & Burling Attorney's Notes re: Legal Analysis of Claims and Defenses
Summary of Defendants' Reasons For Privilege:

J. Vine, Esq.

H. O'Neill, Esq.

Attorney-Client Document predating Privilege decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

34

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 34 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim Reasons Why Document Should Be of Privilege

Summary of Plaintiffs' Produced

68

11/27/2002

123

Letter re: Plaintiffs' Claims, with Covington & Burling Attorney's Notes re: Legal Analysis of Claims and Defenses
Summary of Defendants' Reasons For Privilege:

H. O'Neill, Esq.

S. Martin, Esq.

Attorney-Client Privilege

Document predating decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

35

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 35 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim Reasons Why Document Should Be of Privilege

Summary of Plaintiffs' Produced

87

6/9/2003

146

Email String re: Documents Related to Legal Analysis re: Plaintiffs' Claims 6/9/2003 From H. O'Neill, Esq. To K. Denlinger 6/6/2003 From R. Shea, Esq. To H. O'Neill, Esq.; cc: K. Covert, Esq.; J. Vine, Esq.; J. Huvelle, Esq.; and G. Sandstrom, Esq.
Summary of Defendants' Reasons For Privilege:

See Description

See Description

Attorney-Client Privilege

Document predating decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

36

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 36 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim Reasons Why Document Should Be of Privilege

Summary of Plaintiffs' Produced

101

1/20/2003

160

Email String re: Advice to NonFiduciaries Regarding and Response to Plaintiffs' Administrative Claim and Attached Draft 1/20/2003 From H. O'Neill, Esq. To R. Shea, Esq.; cc: G. Sandstrom, Esq.; J. Vine, Esq.; and K. Denlinger 1/16/2003 From H. O'Neill, Esq. To K. Denlinger; cc: R. Shea, Esq. 1/16/2003 From R. Shea, Esq. To H. O'Neill, Esq.; cc: G. Sandstrom, Esq.
Summary of Defendants' Reasons For Privilege:

See Description

See Description

Attorney-Client Privilege

Document predating decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration; Waiver of privilege, if any, by disclosure to Plan's actuary (K. Denlinger)

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

37

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 37 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim Reasons Why Document Should Be of Privilege

Summary of Plaintiffs' Produced

102

1/16/2003

161

Email String re: Legal Analysis Of Calculations Used In Letter From Susan Martin, Esq. 1/16/2003 From K. Denlinger To H. O'Neill, Esq. 12/4/2002 From H. O'Neill, Esq. To M. Gangone; cc: K. Denlinger
Summary of Defendants' Reasons For Privilege:

See Description

See Description

Attorney-Client Privilege

Document predating decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration; Waiver of privilege, if any, by disclosure to Plan's actuary (K. Denlinger)

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

38

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 38 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim Reasons Why Document Should Be of Privilege

Summary of Plaintiffs' Produced

103

11/6/2002

162

Email String re: Information Requested By Covington & Burling re: Legal Analysis of Plaintiffs' Claims 11/6/2002 From F. D'Ariano To C. Burnelko; cc: H. O'Neill, Esq.; C. Kitchell; K. Denlinger; and M. Gangone 11/6/2002 From H. O'Neill, Esq. To C. Burnelko; M. Holic; and C. Kitchell; cc: F. D'Ariano; K. Denlinger; and M. Gangone 11/6/2002 From J. Vine, Esq. To H. O'Neill, Esq.; cc: R. Shea, Esq. and J. Huvelle, Esq.
Summary of Defendants' Reasons For Privilege:

See Description

See Description

Attorney-Client Privilege

Document predating decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration; Waiver of privilege, if any, by disclosure to Plan's consultants actuaries (K. Denlinger, F. D'Ariano)

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

39

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 39 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim Reasons Why Document Should Be of Privilege

Summary of Plaintiffs' Produced

104

9/30/2002

163

Email String re: Gathering Information In Response To Plaintiffs' Claims 9/30/2002 From K. Denlinger To C. Burnelko; cc: H. O'Neill, Esq.; M. Holic; and S. Williams 9/30/2002 From C. Burnelko To K. Denlinger; cc: H. O'Neill, Esq.; S. Williams; and M. Holic
Summary of Defendants' Reasons For Privilege:

See Description

See Description

Attorney-Client Privilege

Document predating decision on Plaintiffs' Plan appeal; Fiduciary exception applies; Matters of Plan administration; Waiver of privilege, if any, by disclosure to Plan's actuary (K. Denlinger)

Fiduciary exception does not apply because no fiduciary sent, received or was copied on the communication. Fiduciary exception does not apply because the Company was not seeking legal advice on behalf of the participants.

Plaintiffs' Plan claims submitted: July 26, 2002 Defendants' response to Plaintiffs' Plan claims: January 24, 2003 Plaintiffs' appeal from denial of Plan claims: July 1, 2003 Defendants' response to Plaintiffs' Plan appeal: October 29, 2003

40

Case 2:04-cv-00424-ROS

Document 352-2

Filed 12/21/2007

Page 40 of 52

Exhibit A to Defendants' Opposition to Plaintiffs' Renewed Motion to Compel Disclosure of Documents

Doc No. on Defendants' Revised Privilege Log

Date of Document

Doc. No. on Defendants' First Privilege Logs

Defendants' Description of Document

Defendants' Description of Recipient

Defendants' Description of Sender

Defendants' Claim Reasons Why Document Should Be of Privilege

Summary of Plaintiffs' Produced

105

9/26/2002

164

Email String re: Information Requested By Covington & Burling re: Legal Analysis of Plaintiffs' SBA Claim and Potential Litigation With Plaintiffs 9/26/2002 From H. O'Neill, Esq. To K. Denlinger; cc: K. Mathis; M. Gangone; M. Holic; and C. Burnelko 9/26/2002 From K. Denlinger To H. O'Neill, Esq.; cc: K. Mathis; M. Gangone; M. Holic; C. Burnelko; J. Payne; and S. Williams 9/26/2002 From K. Denlinger To H. O'Neill, Esq.; cc: C. Burnelko; J. Payne; K. Mathis; M. Gangone; M. Holic; and S. Williams 9/25/2002 From H. O'Neill, Esq. To