1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 ____________________________________________________________________________________________________ DECLARATION OF JOEL FLEMING, 10-09198-JVS(RNBx) ActiveUS 104017655v.1 Jonathan A. Shapiro (257199) WILMER CUTLER PICKERING HALE AND DORR LLP 950 Page Mill Road Palo Alto, California 93304 Tel: (650) 858-6101 Fax: (650) 858-6100 jonathan.shapiro@wilmerhale.com Andrea J. Robinson (pro hac vice) Timothy J. Perla (pro hac vice) Joel Fleming (281264) WILMER CUTLER PICKERING HALE AND DORR LLP 60 State Street Boston, Massachusetts 02109 Tel: (617) 526-6000 Fax: (617) 526-5000 andrea.robinson@wilmerhale.com timothy.perla@wilmerhale.com Attorneys for Defendant Life Insurance Company of the Southwest UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA SOUTHERN DIVISION JOYCE WALKER, KIM BRUCE HOWLETT, and MURIEL SPOONER, on behalf of themselves and all others similarly situated, Plaintiffs, vs. LIFE INSURANCE COMPANY OF THE SOUTHWEST, a Texas corporation, and DOES 1-50 Defendant. Case No.: CV 10-9198-JVS(RNBx) DECLARATION OF JOEL FLEMING IN SUPPORT OF LSW’S OPPOSITION TO PLAINTIFFS’ MOTION FOR LEAVE TO FILE THIRD AMENDED COMPLAINT Case 2:10-cv-09198-JVS-RNB Document 388 Filed 01/30/13 Page 1 of 4 Page ID #:17281 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 _______________________________________________________________________________________________________ - 2 - DECLARATION OF JOEL FLEMING, 10-09198 JVS(RNBx) DECLARATION OF JOEL FLEMING I, Joel Fleming, declare as follows: 1. I am an attorney duly licensed to practice law in the Commonwealth of Massachusetts, the state of California and before this Court. I am an Associate at the law firm of Wilmer Cutler Pickering Hale and Dorr LLP, counsel for Defendant Life Insurance Company of the Southwest (“LSW”) in the above- entitled action. I have personal knowledge of the facts stated herein and, if called as a witness, I could and would testify competently thereto. 2. Exhibit A to the Declaration of Brian Brosnahan (Dkt. 372-1) is an internal LSW memorandum bearing the Bates number LSW00037039-42. This document was produced to Plaintiffs by LSW on October 14, 2011. Attached hereto as Exhibit A is a copy of a letter from James Lux to Jacob Foster, memorializing the production. 3. Attached hereto as Exhibit B (filed under seal) is a true and accurate copy of an internal LSW pricing memorandum for the SecurePlus Provider Product. 4. Attached hereto as Exhibit C is a true and accurate copy of excerpts from the deposition of Craig Smith. Case 2:10-cv-09198-JVS-RNB Document 388 Filed 01/30/13 Page 2 of 4 Page ID #:17282 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 _______________________________________________________________________________________________________ - 3 - DECLARATION OF JOEL FLEMING, 10-09198 JVS(RNBx) 5. Attached hereto as Exhibit D (filed under seal) is a true and accurate copy of a 2005 memorandum from Lynne Fish to Craig Smith titled “LSW EIUL Illustration Actuary Test for Initial Product Filing.” 6. Attached hereto as Exhibit E (filed under seal) is a true and accurate copy of an LSW document titled “2006 Illustration Actuary Tests – Provider.” 7. Attached hereto as Exhibit F (filed under seal) is a true and accurate copy of a 2006 memorandum from Ms. Fish to Mr. Smith titled “LSW Paragon Illustration Actuary Test for Initial Product Filing.” 8. Attached hereto as Exhibit G is a true and accurate copy of the Product Specification for SecurePlus Provider. 9. Attached hereto as Exhibit H (filed under seal) is a true and accurate copy of an internal LSW document titled “Long Statement of Work.” 10. Attached hereto as Exhibit I is a true and accurate copy of excerpts from the deposition of Elizabeth MacGowan. 11. Attached hereto as Exhibit J is a true and accurate copy of a July 24, 2012 letter from Timothy Perla to Brian Brosnahan. 12. Attached hereto as Exhibit K is a true and accurate copy of a December 28, 2012 email sent by James Lux to counsel for Plaintiffs. Case 2:10-cv-09198-JVS-RNB Document 388 Filed 01/30/13 Page 3 of 4 Page ID #:17283 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 _______________________________________________________________________________________________________ - 4 - DECLARATION OF JOEL FLEMING, 10-09198 JVS(RNBx) 13. Attached hereto as Exhibit L (filed under seal) is a true and accurate copy of an internal LSW pricing memorandum for the SecurePlus Paragon product. 14. Attached hereto as Exhibit M is a true and accurate copy of the Product Specification for SecurePlus Paragon. 15. Plaintiffs received the Illustration Actuary Certifications referred to in the Proposed Third Amended Complaint (¶ 25) from the California Department of Insurance in March of 2012. Attached hereto as Exhibit N is a true and accurate copy of a March 30, 2012 production letter from Jacob Foster to Jonathan Shapiro, memorializing Plaintiffs’ production of those documents to LSW. 16. I declare under the penalty of perjury that the foregoing is true and correct. Executed this 30th day of January 2013, at Boston, Massachusetts. By: /s/ Joel Fleming Joel Fleming Case 2:10-cv-09198-JVS-RNB Document 388 Filed 01/30/13 Page 4 of 4 Page ID #:17284