Case 2:10-cv-09198-JVS -RNB Document 114-2 Filed 10/24/11 Page 1of8 PageID #:3589

EXHIBIT B

Case 2:10-cv-09198-UVS-RNB Document 114-2 Filed 10/24/11 Page 2of8 Page ID #:3590

Lux, James

From: Lux, James

Sent: Thursday, August 18, 2011 4:29 PM

To: Jacob N. Foster; Perla, Timothy

Ce: Robinson, Andrea; Shapiro, Jonathan; Moskowitz, Seth A.; Jeanette Thurber Subject: RE: Walker - Search Terms and Custodians

Jake,

Thank you for your email. LSW is willing to include Ms. Fitch and Ms. Blondin in its document searches. Based on the information you have provided, these are the only two individuals in the list that had any involvement in Plaintiffs’ policies. The remaining individuals do not appear to have anything to do with Plaintiffs’ policies or the claims and defenses in Plaintiffs’ FAC, and the stated bases in your email do not indicate any reason for subjecting LSW to the expense or burden of including these individuals in LSW's searches.

in addition, LSW is willing to test the following search terms to determine their output:

Net amount at risk Non-Guaranteed Equity-indexed Accumulated value Policy fee

Cash value

Policy loan

SecurePlus

Secure Plus

index crediting Constant rate of return Administrative cost Volatile

Volatility

Variability

Annual Guarantee Annual Cap

California Insurance Code 10509

Financial independence Revolutionary concept Revolutionary life

Die to use

Peace of mind

Mutual load

Monthly deduction Rate of return

Tax-free

Tax deferred

Unfair competition Unlawful

Account value enhancement Buyer’s Guide

Case 2:10-cv-09198-JVS -RNB Document 114-2 Filed 10/24/11 Page3of8 Page ID

Again, LSW reserves its rights to remove, amend, or add eo ness search terms following these tests, and LSW is agreeing only to test the above search terms, so that the parties may discuss the appropriateness of these terms based upon the actual number of hits that result. As to the remainder of the search terms you have proposed, they are self- evidently overbroad--e.g., "tax," "cost," "refund," etc. In addition, several of the terms appear to be unrelated to any claims or defenses at issue in the present litigation--e.g., “basic strategy.” Finally, several of the terms you have proposed are already reflected in the terms LSW has proposed--e.g., "guarantee," "current basis." LSW is unwilling to agree to subjecting itself to the cost and inconvenience of running those searches, or the burdens associated with reviewing the enormous number of false positives that are certain to result from such searches.

Jim

James Lux | WilmerHale 60 State Street

Boston, MA 02109 USA

+1 617 526 6138 (t)

+1617 526 5000 (f) james.lux@wilmerhale.com

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From: Jacob N. Foster [mailto:JFoster@kasowitz.com]

Sent: Thursday, July 28, 2011 9:56 PM

To: Perla, Timothy

Cc: Robinson, Andrea; Shapiro, Jonathan; Lux, James; Moskowitz, Seth A.; Jeanette Thurber Subject: RE: Walker - Search Terms and Custodians

Tim,

Thanks for your email and the information below. This is our current thinking on custodians and search terms, but Plaintiffs similarly reserve all rights to remove, amend, or add. In regards to custodians, please add these additional persons or advise why LSW is not willing to do so. Also, please confirm that LSW has searched or plans to search and retrieve documents from the below custodians in hard copy as well as electronic format. If LSW is not willing to conduct a reasonable search of hard copy files belonging to the custodians below, please let us know.

@ Wade H. Mayo President and CEO. States that “I stand ready, however, to answer of Life Insurance Company of the Southwest directly should the need arise.” (LSW 0000077).

@ Thomas H. MacLeay Chairman of Board of National Life. Signatory on policies. (LSW 0000171).

@ Laurie R. Trombly Senior Policy Forms Analyst. Signatory to letter to California Department of Insurance regarding guaranteed minimum cash values. (LSW 0000015-26).

@ Michael Delliprisoli— VP Finance. Signed responsible officer certification to accompany policy form submissions. (LSW 0000073}.

@ Michael Tivilini— Actuary and Product Manager. Signed actuarial memorandum. (LSW 0000328, 396-397, 401).

@ Bennett E. Law —Senior VP Policy and Business Forms Management. Designated representative of LSW. (LSW 0000024).

@ Barbara B. Fitch Second VP Inforce Customer Services. Drafted letters to Howlett and Spooner. (LSW 0000518 and 1275).

@ Melissa Blondin Contract Services, Customer Services Department. Corresponded with Howlett and Spooner regarding surrender of their policies.

Case 2:10-cv-09198-JVS -RNB Document 114-2 Filed 10/24/11 Page 4of8 PageID

#:3592 in regards to search terms, please add the following terms or explain why LSW is not willing to do so.

Net amount at risk

Fee

Cost

Expense

Charge Non-Guaranteed Equity-indexed Accumulated value Policy fee

Cash value

Policy loan

Tax

income tax

SecurePlus or Secure Plus index crediting Constant rate of return Administrative cost Defect

Volatile

Volatility

Variability

Annual Guarantee Guarantee

Annual Cap

Litigation

Refund

California Insurance Code 10509

Financial independence Revolutionary concept Revolutionary life

Die to use

Peace of mind

Mutual load

Monthly deduction Rate of return Simulation

Tax-free

Tax deferred

Unfair competition Unlawful

Account value enhancement Basic strategy

Current basis

Buyer's Guide

Jacob N. Foster Kasowitz, Benson, Torres & Friedman LLP 101 California Street, Suite 2300

Case 2:10-cv-09198-JVS -RNB Document 114-2 Filed 10/24/11 Page5of8 Page ID #:3593

San Francisco, California 94111 Tel. (415) 655-4339

Fax (415) 520-6811 JFoster@kasowitz.com

From: Perla, Timothy [mailto:Timothy.Perla@wilmerhale.com]

Sent: Tuesday, July 19, 2011 12:17 PM

To: Jacob N. Foster

Cc: Robinson, Andrea; Shapiro, Jonathan; Lux, James; Moskowitz, Seth A.; Perla, Timothy Subject: Walker - Search Terms and Custodians

Jacob

Per our discussion, I am writing to share with you our current thinking on electronic custodians and search terms. As I stressed to you on the telephone just now, these are highly subject to revision. In particular, we have yet to test the search terms to determine output, and I expect that doing so will go a very long way to informing what terms should be used and/or against which custodians. We reserve the right to remove, amend, or add anything. With those caveats, we welcome your input.

Custodians

The list includes titles and parentheticals indicating what we believe to be some of the custodians’ job duties.

Elizabeth McGowan, Vice President of Protection Product Development & Management (Illustrations, actuarial)

Craig Smith, Vice President and Chief Actuary (Illustrations, actuarial) Mike Richardson, Second Vice President, Proposal Systems (illustration development) Brenda Convery, Senior Compliance Associate (complaints)

Donna Morgan, Second Vice President of Market Conduct and Compliance (complaints/marketing review)

Wally Dodge, (Retired) (illustration development)

Sue Carey, Director of Policy Forms (product forms/filings)

Vicki McDonald, Second Vice President of Policy Issuance and Services (new business) Lauren Heyl, Product Implementation Actuary (product development)

Nancy Winings, Product Development Second Vice President and Actuary

Louis Puglisi, Vice President, Protection and Retirement Distribution (wholesale) Michael Duncan, Regional Vice President, Marketing and Distribution (wholesale)

Jed Brody, Director, Life and Annuity Sales Desk (wholesale)

Matthew DeSantos, Vice President, Marketing and Business Development (wholesale)

Allen Hansen, Senior Vice President, National Life Financial Alliance (wholesale) 4

Case 2:10-cv-09198-JVS -RNB Document 114-2 Filed 10/24/11 Page 6of8 Page ID

Mark Bates, Director, Market Gas nannies (advertising review board) Kathy Ruel, Director, Market Conduct and Compliance (advertising review board) Laura Plourde, Director, Market Conduct and Compliance (advertising review board) Budd Shedaker, Market Conduct and Compliance Associate (advertising review board) Michael Morgenbesser, Market Conduct and Compliance Associate (advertising review board) Lynne Fish, Corporate Actuary (actuarial)

Search terms

All terms to be applied whole phrase only, with suitable wildcards to address tense and plural, and without regard for capitalization.

Walker Howlett Spooner Provider Paragon

8212

8387

TUL Universal Life Standard & Poor’s S&P 500

S&P

Stemler Shoemaker Botkin Cooper Burgess Monte Carlo

Complaint

Case 2:10-cv-09198-JVS -RNB Document 114-2 Filed 10/24/11 Page 7of8 Page ID #:3595

Illustration Illustrations Illustrated Illustrating Investment Rescind Surrender

Free look Monthly Administrative Monthly Expense Administrative Charge Participation rate Cap rate

Premium Expense One Policy Fee Generic Charge Cost of Insurance Flexible premium Guarantee Current Basis Lapse Undisclosed Non-disclosure Nondisclosure Disclose Disclosure

Fraud

Case 2:10-cv-09198-JVS -RNB Document 114-2 Filed 10/24/11 Page 8of8 Page ID

Misrepresent #:3596

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