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JONATHAN A. SHAPIRO (257199) JOEL FLEMING (281264) WILMER CUTLER PICKERING HALE AND DORR LLP 950 Page Mill Road Palo Alto, CA 94304 Tel: (650) 858-6101 Fax: (650) 858-6100 jonathan.shapiro@wilmerhale.com

ANDREA J. ROBINSON (PRO HAC VICE) TIMOTHY J. PERLA (PRO HAC VICE) WILMER CUTLER PICKERING HALE AND DORR LLP 60 State Street Boston, MA 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.

CLASS ACTION CASE NO.: CV 10-9198 JVS (RNBx) Formerly Case No.: 3:10-cv -04852 JSW from Northern District of California APPLICATION TO SEAL PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION AND CERTAIN DOCUMENTS AND EXHIBITS SUBMITTED IN SUPPORT THEREOF Judge: Hon. James V. Selna Courtroom: 10C Date: September 18, 2012 Time: 1:30 p.m.

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PLEASE TAKE NOTICE THAT pursuant to the Court’s emailed request of

September 11, 2012, Civil Local Rule 79-5.1 and the Court’s Second Amended

Protective Order in this action, Dkt. 103 at ¶ 10 (Sept. 27, 2011), Defendant Life

Insurance Company of the Southwest (“LSW”) submits this application to the

Court for an Order sealing (1) Plaintiffs’ Motion for Class Certification; (2)

exhibits C, E, F, I, S, and U to the Declaration of Brian P. Brosnahan; (3) the

Declaration of Dr. Patrick L. Brockett and exhibits G, H, L, N, Q, and S thereto;

and (4) the Declaration of Lesa Dinglasan and exhibits C, D, E, F, and H thereto.

Under Civil Local Rule 79-5.1, a party can request that documents be filed

under seal by submitting a written application along with the documents sought to

be filed under seal. The Court’s Second Amended Protective Order (the

“Protective Order”) requires that an application to seal be filed whenever any

papers are filed containing information and/or documents designated as

“CONFIDENTIAL” or “CONFIDENTIAL INFORMATION – PROTECTIVE

ORDER.” Dkt. 103 at ¶10.

I. LSW’s Application

LSW applies to seal the above-listed materials on the grounds that they

contain confidential information protected by the Protective Order. The Court

previously granted LSW’s application to seal certain of these materials when

submitted with the parties’ Joint Stipulation on Plaintiffs’ Motion to Compel and

Plaintiffs’ motion for review of Magistrate Judge Block’s order pertaining thereto

and supporting papers. See Civil Minutes, Dkt. 136; Dkt. 197; Dkt. 209. The

specific grounds that apply to each document are set forth below:

Plaintiffs’ Motion for Class Certification

(i) Plaintiffs’ Motion for Class Certification refers to and/or directly quotes

confidential information from the sealed exhibits listed below. To the extent it

does so, those references should be sealed as well.

Certain Exhibits to the Declaration of Brian P. Brosnahan

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(i) Brosnahan Dec., Ex. C is a letter from LSW to Plaintiffs, which contains

information about LSW’s internal processes with respect to life insurance policies,

which are proprietary. This letter was drafted by LSW for Plaintiffs pursuant to a

negotiated agreement which contemplated confidential treatment of the

information provided. If released, this information would likely be sufficient to

allow a competitor understand how LSW designs, constructs, and implements its

life policies. Thus, this document further reflects confidential financial

information about the value of Plaintiffs’ LSW policies. The information contained

in the letter is confidential, non-public commercial information that, if disclosed to

the general public or competitors of LSW could reasonably and in good faith be

expected to result in prejudice or harm. For this reason, it was designated as

CONFIDENTIAL.

(ii) Brosnahan Dec., Ex. E is an internal LSW document containing discussions

of LSW’s business strategies and internal compliance policies. The face of the

document states “For Agent Use Only–Not For Use With The Public.” And with

good reason: this document contains, among other things, confidential

communications between LSW and its agents about marketing policies,

replacement of policies, and procedures for addressing customer complaints. This

is confidential, non-public commercial information about LSW that, if disclosed to

the general public or competitors of LSW, could reasonably and in good faith be

expected to result in prejudice or harm. For that reason, it was designated

CONFIDENTIAL.

(iii) Brosnahan Dec., Ex. F is a non-party’s LSW Illustration, which contains

confidential information about an individual, including age, underwriting class and

policy value. This is confidential, non-public personal identifying information

that, if disclosed could reasonably and in good faith be expected to result in

prejudice or harm. For that reason, it was designated CONFIDENTIAL.

(iv) Brosnahan Dec., Ex. I is an internal LSW email chain discussing marketing

strategies and compliance policies, as well as strategies regarding positioning vis-

à-vis LSW’s competitors. Specifically, it discusses marketing strategies for a

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particular category of consumers (doctors). This is confidential, non-public

commercial information about LSW products that, if disclosed to the general

public or competitors of LSW, could reasonably and in good faith be expected to

result in prejudice or harm. For that reason, it was designated CONFIDENTIAL.

(v) Brosnahan Dec., Ex. S contains excerpts from the deposition of Elizabeth

MacGowan. In the testimony excerpted therein, Ms. MacGowan testified to,

among other things, LSW’s strategy regarding confidential actuarial calculations.

Ms. MacGowan also testified about a document discussing LSW’s strategies

regarding the pricing of various aspects of its products and the margin that it

receives on those products. This is confidential, non-public commercial

information that, if disclosed to the general public or competitors of LSW, could

reasonably and in good faith be expected to result in prejudice or harm.

(vi) Brosnahan Dec., Ex. U contains excerpts from the deposition of Michael

Richardson. In the testimony excerpted herein, Mr. Richardson testified to, among

other things, the internal workings of LSW’s proprietary computer software,

including certain strategic choices made by LSW in determining the content of

illustrations generated by the ICS software program. This is confidential, non-

public commercial information that, if disclosed to the general public or

competitors of LSW, could reasonably and in good faith be expected to result in

prejudice or harm. For that reason, this testimony was designated

CONFIDENTIAL.

Declaration of Dr. Patrick Lee Brockett and Certain Exhibits Thereto

(i) The Declaration of Dr. Patrick Lee Brockett refers to and/or directly quotes

confidential information from the exhibits listed below.

(ii) Brockett Dec., Ex. G is an internal LSW document that discusses LSW’s

business strategies, including pricing goals and constraints for certain LSW

products. This includes sensitive information about LSW’s margins, overhead, and

commissions. It includes discussions about LSW’s pricing targets for its return-

on-investment, planned rate structures and the algorithm used to determine

minimum premiums. It also includes assumed lapse rates. This is confidential, non-

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public commercial information about LSW products that, if disclosed to the

general public or competitors of LSW, could reasonably and in good faith be

expected to result in prejudice or harm. For that reason, it was designated

CONFIDENTIAL.

(iii) Brockett Dec., Ex. H is an internal LSW document that contains internal

testing data and internal pricing assumptions. It also discusses LSW’s historic

distribution of business by risk class and issue age as well as its compensation

structure for agents and expenses per policy issued. It includes information about

LSW’s average policy size (in dollars). This is confidential, non-public

commercial information about LSW and LSW’s products that, if disclosed to the

general public or competitors of LSW, could reasonably and in good faith be

expected to result in prejudice or harm. For that reason, it was designated

CONFIDENTIAL.

(iv) Brockett Dec., Ex. L is a letter from LSW to Plaintiffs, which contains