Exhibit C

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UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

KIMBERLEE WILLIAMS, et al.

Plaintiffs,

vs.

BASF CATALYSTS LLC, et al.

Defendants.

No. 2:11-cv-01754 (ES) (JAD)

CIVIL ACTION

[Proposed]

Williams Emtal Talc Settlement Fund 

Plan of Distribution 

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Williams Emtal Talc Settlement Fund 

Plan of Distribution 

This document sets forth the Plan of Distribution (“Plan”) for implementing the 

provisions of the Williams Class Action Settlement Agreement (“Settlement Agreement”) 

relating to the allocation and distribution of the Williams Emtal Class Action Settlement Fund 

(“Settlement Fund”) established therein in trust for the use and benefit of eligible Class 

Members, along with the processes, procedures, presumptions, rights, rules and deadlines 

(referred to as “Plan Distribution Procedures” or "PDPs") for determining and resolving all 

claims and rights relating to the allocation and distribution of the Settlement Fund to eligible 

Class Members. The Settlement Trustee, the Administrator and the Lien Administrator appointed 

by the Court will execute this Plan consistent with its terms as well as the terms of the Settlement

Agreement, the Preliminary Approval Order, the Final Order and Judgment, the Williams Emtal 

Settlement Fund Trust Escrow Agreement and any Court Approved Procedure (“CAP”) 

amendment the Court may enter regarding the administration of the Plan and distributions made 

pursuant to it.

Table of Contents

1. Definitions................................................................................................................................... 3

2. Summary of Plan......................................................................................................................... 3

3. Settlement Fund Distribution Programs...................................................................................... 4

3.1. Part A – Base Compensation Payments............................................................................... 4

3.1.1. Description................................................................................................................ 4

3.1.2. Eligibility. ................................................................................................................. 4

3.1.3. Part A Plan Distribution Procedures (PDPs). ........................................................... 5

3.1.7. Part A Distributions. ............................................................................................... 13

3.1.8. Reallocation. ........................................................................................................... 15

3.2. Part B – Supplemental Injury Severity Based Compensation Program............................. 15

3.2.1. Description.............................................................................................................. 15

3.2.2. Eligibility. ............................................................................................................... 16

3.2.3. Part B Claim Levels, Qualifying Points and Qualifying Asbestos Trusts. ............. 16

3.2.4. Part B PDPs............................................................................................................. 18

3.2.5. Part B Distribution Formula.................................................................................... 23

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3.3. Part C – Extraordinary Injury Fund (EIF) Compensation Program................................... 25

3.3.1. Description.............................................................................................................. 25

3.3.2. Eligibility. ............................................................................................................... 26

3.3.3. Reallocation. ........................................................................................................... 27

4. Claim Administration Procedures and Policies. ....................................................................... 27

4.1. Claim Form and Eligibility Proof Requirements............................................................... 27

4.2. Claim Initiation and Claim Support Submission Requirements and Procedures. ............. 29

4.3. Claim Submission Supporting Documentation Deadline. ................................................. 31

4.4. Claim Submission Reviews. .............................................................................................. 32

4.5. Claim Substantive Review Processes and Procedures....................................................... 32

4.6. Claim Determination Notice, Cure and Contest Processes and Procedures. ..................... 34

5. Rules, Processes and Procedures Relating to Attorney Representation of Claimants.............. 37

6. Filing Fees and Settlement Trustee’s Costs and Sanction Assessment Authority.................... 39

7. Lien Resolution Requirements and Procedures. ....................................................................... 39

8. Settlement Fund Claim Audits and Anti-Fraud Plan; Settlement Agreement § 3.10.3 Claim 

Reviews............................................................................................................................. 44

9. Settlement Fund Allocations, Adjudication Schedules, Payments and Distributions. ............. 47

9.1. Allocation of the Settlement Funds. .................................................................................. 47

9.2. Payment of Unfunded Administration Costs and Expenses and Class Representative 

Service Awards.................................................................................................................. 48

9.3. Compensation Parts Sub-Funds and Sub-Fund Allocations.............................................. 48

9.6. Residual Settlement Funds................................................................................................. 53

10. Governance and operation of the Settlement Fund................................................................. 53

11. Settlement Trustee’s Adjudicative Powers. ............................................................................ 56

Appendix A..................................................................................................................................... 1

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1. Definitions.

In addition to the terms defined above and in the body of the Plan below, the Plan 

incorporates by reference the definitions of the Settlement Agreement and capitalized terms 

appearing herein shall have the same meanings. Whenever context so requires, the masculine 

gender includes the feminine and neutral gender, and the singular includes the plural and vice 

versa.

2. Summary of Plan.

This Summary is intended for convenience only and is qualified in its entirety by 

the full description of the Plan of Distribution beginning on page 4. In the event 

of any discrepancy between this Summary and the Plan, the Plan’s provision 

will govern. 

The goal of the Plan is to fairly and equitably distribute the Settlement Fund to eligible 

Class Members who were alleged to have been deprived of the fair opportunity to pursue their 

claims for asbestos physical injuries in the Underlying Lawsuits. 

The Plan establishes three compensation programs to which Settlement Class Members 

meeting defined eligibility criteria may apply for compensation award payments (each program 

being referred to as a “Part”). The Settlement Fund’s Part A program provides Base 

Compensation Payments to Settlement Class Members who can establish that the claimant or 

claimant’s decedent filed an Underlying Lawsuit against Engelhard/BASF during the Class 

Period which asserted in good faith an asbestos injury caused by alleged exposure to Emtal Talc 

(“Base Payments”). The Plan’s Part B program provides compensation payments to Settlement 

Class Members who satisfy Part A and also present sufficient evidence of an asbestos bodily 

injury sustained by them (or if applicable, their decedent). The Plan’s Part C program establishes 

an Extraordinary Injury Fund or “EIF” from which the Settlement Trustee may, in exceptional 

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cases, make a discretionary supplemental compensation payment to mesothelioma injury 

Claimants subject to eligibility guidelines and limitations as set forth in this Plan.

The Plan has requirements concerning resolution of certain health care provider liens. 

While the Lien Administrator appointed by the Court will aid a Claimant in determining and 

negotiating the amount needed to clear liens related to a payment from the Fund, the satisfaction 

or clearance of liens relating to a Claimant’s payment is the Claimant’s sole responsibility. 

3. Settlement Fund Distribution Programs. 

3.1. Part A – Base Compensation Payments.

3.1.1. Description. 

3.1.1.1. The Settlement Fund provides base compensation payments (referred to as 

“Base Compensation Payments” or “Part A” Payments”) to Settlement Class Members who 

in accordance with the Plan’s PDPs timely submit a complete Claim Submission that satisfies the 

Plan’s Part A eligibility requirements. Eligibility for compensation under Part A is also an 

eligibility prerequisite under the Plan’s Parts B and C compensation programs.

3.1.2. Eligibility.

3.1.2.1. To be eligible for Part A Payments, the Claimant, or the Claimant’s decedent 

where applicable, must have during the Class Period: (a) filed and Served an Underlying Lawsuit 

against Engelhard/BASF (b) which lawsuit credibly asserted at the time, and in good faith, an 

asbestos injury caused by alleged exposure to Emtal Talc and (c) which lawsuit was dismissed as 

to Engelhard/BASF voluntarily or involuntarily (“Part A Eligibility Requirements”). For 

avoidance of doubt, all three elements, (a), (b) and (c), must have occurred during the Class 

Period.

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3.1.3. Part A Plan Distribution Procedures (PDPs). 

3.1.3.1. All Part A claims require establishing class membership through (a) 

submitting documents and materials that establish all of the Part A Eligibility Requirements, or

(b) providing proof the Claimant can rely upon the Settlement Fund’s administrative 

presumption lists described in this Plan. Where it is established that a Claimant is a person 

identified on the Presumed Class Member List, or the personal representative, spouse or heir of a 

person identified on the Presumed Class Member List, Class membership will be presumed to 

exist.

3.1.3.2. Part A Documentation Requirement. A copy of a pleading, an 

interrogatory answer, or a deposition testimony excerpt describing the Injured Person’s alleged 

exposure to Emtal Talc must be supplied to the Settlement Administrator as part of every Claim 

Submission unless no supporting document exists or can be found after Claimant has conducted 

a reasonable search and inquiry. Where documentation is not available the Claimant must then 

certify under oath that no supporting document is available. Claimants may use the certification 

form available on the Settlement’s Website form page for this purpose. For avoidance of doubt, 

this documentation requirement applies to Claimants appearing on the Presumed Class Member 

List as well as to claimants who do not.

3.1.3.3. The date on which a voluntary dismissal or termination occurred for purposes 

of determining Class membership and Part A Payment eligibility is the earlier of either (a) the 

date on which the agreement or consent by the plaintiff or his/her counsel in the Underlying 

Lawsuit to dismiss or terminate the lawsuit occurred; or (b) the date on which the dismissal or 

termination of the Underlying Lawsuit was entered by or in the court in which it was pending. 

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3.1.3.4. “Served” with respect to an Underlying Lawsuit’s complaint or similar initial 

pleading shall include, in addition to the means of process service provided by the suit’s forum’s 

applicable court rules, the acceptance of service or other notice or acknowledgement of the suit’s 

existence by Engelhard/BASF attorneys, including, but not limited to the identification of the 

suit or action in the materials obtained in discovery by Plaintiffs and provided to the Settlement 

Administrator.

3.1.3.5. Primary Claimant Rule. 

3.1.3.5.1. A claim for compensation to the Settlement Fund may be submitted only 

by or on behalf of the Injured Person in an Underlying Lawsuit. Where the Injured Person in an 

Underlying Lawsuit is deceased, or the Underlying Lawsuit asserted a survival or wrongful death 

claim on behalf of the estate of an Injured Person, the claim may then be submitted only by the 

Injured Person’s personal representative, such as its executor or administrator, subject to the 

exception in §3.1.3.5.3, which person is referred as a “Primary Claimant”. This PDP is referred 

to as the “Primary Claimant Rule”.

3.1.3.5.2. Except as provided in §3.1.3.5.3, any claim submitted by a spouse, child 

or parent of an Injured Person in an Underlying Lawsuit who has died, or where the Underlying 

Lawsuit asserted a wrongful death claim on behalf of the estate of an Injured Person, will be 

denied and not processed by the Settlement Fund and a Notice of Claim Determination will be 

sent to that Claimant by the Administrator. On request to the Administrator by a denied Claimant 

under this PDP, and assuming the information is readily available to the Administrator, the 

Settlement Fund will provide the denied Claimant with the contact information for the Primary 

Claimant and either the attorney representing the Primary Claimant in a pending claim to the 

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Settlement Fund or the attorney and/or law firm representing the Injured Person or their Estate in 

the Underlying Lawsuit. 

3.1.3.5.3. Exception for Part A only claims where Primary Claimant is 

deceased and no estate open. Where the Injured Person is deceased and has no estate open, the 

spouse of the deceased Injured Person, if living, or if such spouse is deceased, then a child 

(which includes a child who is adopted) of the deceased Injured Person acting with written 

unanimous consent of all other living children of the deceased Injured Person, may apply for the 

deceased Primary Claimant’s Part A share along with any Derivative Claimant’s Part A Share 

that may be due. The claim to the Settlement Fund under this exception must be limited by the 

Claimant to a request only for Part A compensation. Where the claim is otherwise determined 

eligible for Part A payments the claim may be allowed and paid by the Settlement Fund to the 

applicant upon such further terms and conditions the Settlement Trustee establishes to protect the 

Settlement Fund against any liability or claims relating to the direct payment of the 

compensation payment to the spouse or child. The Settlement Fund shall establish a special 

claim form for such applications. 

3.1.3.6. Presumed Qualified Class Members. 

3.1.3.6.1. Eligibility for Part A Payments will be presumed by the Settlement Fund 

where the Primary Claimant establishes to the Settlement Fund’s satisfaction that he or his 

decedent is the person on the Settlement Fund’s Presumed Class Members List. Where the 

presumption applies to a Claimant, no additional proof of Class Membership is required. The 

documentation requirement of §3.1.3.2 however applies and must be satisfied.

3.1.3.6.2. A confidential "Presumed Class Member List" available only to the 

Court, the Settlement Administrator, the Settlement Trustee, Defendants, and Class Counsel, of 

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those individuals who filed lawsuits against Engelhard/BASF alleging bodily injuries resulting 

from exposure to Emtal Talc was compiled based upon discovery undertaken by Plaintiffs in the 

Williams Action. A person or Estate on that list satisfies all of the Plan’s Part A Eligibility 

Requirements as to known and identified Primary and Derivative Claimants. In addition to 

discovery the following sources were used to develop this list: 

(A)Bevan Law Firm’s client data produced by the Bevan Law Firm during discovery in 

the Class Action;

(B) The Qualified Occupation Location Sites List; 

(C) The contents of Underlying Lawsuits’ complaints and/or other litigation documents 

identified to the Administrator for consideration by Class Counsel and Defendants; 

and.

(D)The Class Action Complaint. All named plaintiffs in the Complaint shall be included 

on the Presumed Class Member List.

3.1.3.7. Supporting Documentary Proof Requirement where Claimant or 

Claimant’s decedent is Not Listed on Presumed Class Member List.

3.1.3.7.1. Where an Injured Person (or his/her estate) whom a claim is based upon is 

not listed on the Presumed Class Member List, the following documentary proof is required in 

support of the Claim Submission:

(A)A legible copy of pleadings, other litigation document or court records from the 

Underlying Lawsuit which satisfactorily establishes that the Claimant (or his 

decedent) filed and Served an asbestos injury lawsuit against Engelhard/BASF arising 

out of Emtal Talc exposure within the Class Period and the suit was thereafter 

terminated by a voluntary or involuntary dismissal within the Class Period. A copy of 

the subject suit's pertinent docket entries or a copy of a timestamped order or pleading 

will suffice to establish the dismissal of the lawsuit; and 

(B) Documentary proof satisfactorily establishing that the Claimant (or his decedent) is 

the Injured Person in the underlying lawsuit satisfying §3.1.4 along with, if 

applicable, claimant’s standing proof such as a death certificate, appropriate estate 

papers and/or proof of marriage or kinship relating to a decedent; and

(C) Documentary proof satisfactorily establishing that the Underlying Lawsuit was 

asserting a good faith, credible injury claim based on an injury believed to be caused 

by exposure Emtal Talc.

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3.1.3.7.2. For avoidance of doubt, if a Claimant submits any or all of the items listed 

above in §3.1.3.7.1 , the Administrator and Settlement Trustee may still deny the Claim 

Submission if, in the exercise of their discretion and judgment, they determine that the Claimant 

is not eligible for payment from the Settlement Fund.

3.1.3.8. Good Faith Credible Emtal Talc Claim Requirement.

3.1.3.8.1. Where a Claimant is not on the Presumed Class Member List, in order for 

a claim to be eligible to receive compensation under the Plan, the Injured Person’s Underlying 

Lawsuit (or that brought by an Injured Person’s estate where applicable) must have asserted a 

good faith, credible asbestos injury claim based on an injury believed to be caused by exposure 

to Emtal Talc. In making this determination the following PDPs of §3.1.3.8 will apply to 

determining that the Injured Person’s Underlying Lawsuit (or that brought by an Injured Person’s 

estate where applicable) was asserting a good faith, credible asbestos injury claim based on an 

injury believed to be caused by exposure to Emtal Talc.

3.1.3.8.2. The basis of the claimed talc exposure involved in the Underlying 

Litigation may be to Emtal Talc in either or both its raw form—such as its use as an ingredient 

for a product, as a processing agent, or as a detackifier—or in the form of dust generated in or by 

the use, application, alteration, cutting, sanding, scraping, removal or cleanup of a product 

manufactured with Emtal Talc. 

3.1.3.8.3. The “good faith, credible asbestos injury claim” element may be satisfied 

through any of the following:

(A) Meaningful and credible proof that, after 1966, and prior to commencing 

the Underlying Lawsuit, the Injured Party had meaningful employment or 

occupational related presence at a facility or company appearing on the 

Administration’s Qualified Occupation Location Sites List or was 

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employed at that facility or company in a role identified on the Plan’s

Qualified Occupation List. Based on information provided in the Claims 

Submission the Administrator will determine if an identified occupation or 

occupational location of the Injured Person appears on one or both of these 

lists;

(B) Providing a competent and meaningful affidavit or sworn statement from 

the Underlying Lawsuit’s attorney attesting that the subject suit was based 

on a good faith, credible claim of the Injured Person’s exposure to Emtal 

Talc; 

(C) Providing a competent and meaningful affidavit or sworn statement of a 

co-worker which specifically names the Injured Person and provides the 

basis for a good faith claim or a competent and meaningful affidavit or 

sworn statement of a family member in the case of a deceased Injured 

Person (providing the Administrator or Settlement Trustee finds such 

evidence reasonably reliable);

(D) Employment or occupational related presence in a facility or company 

where credible records show EMTAL talc was sold, shipped or delivered; 

or

(E) Providing credible evidence generated before the conclusion of the 

Underlying Lawsuit of meaningful exposure to Emtal Talc after 1966, 

including but not limited to invoices, employment records, construction 

records, or interrogatory responses. 

3.1.3.8.4. The Administrator or Settlement Trustee can require submission of other 

or additional evidence of a Claimant’s qualifying good faith credible Emtal Talc Claim when it 

deems such to be necessary, including for purposes of audits or claims reviews under § 8 of this 

Plan.

3.1.3.8.5. Evidence submitted and/or accepted to establish proof of a good faith 

credible Emtal Talc claim is for the sole benefit of the Settlement Trustee and Administrator, and 

not third parties or defendants in the tort system. 

3.1.3.9. Qualified Occupations and Qualified Occupation Location Sites Lists.

3.1.3.9.1. Class Counsel will compile and provide to the Administrator a list of 

occupations (“Qualified Occupations List”) which the Settlement Fund may, for purposes of 

determining Part A eligibility, and solely for this purpose, presume there was exposure to Emtal 

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Talc where there is meaningful and credible evidence provided to the Administrator, including 

but not limited to pleadings and discovery in the Underlying Lawsuits, that the Injured Person 

was employed in the occupation after 1966. This shall be a confidential list, available only to the 

Court, the Settlement Administrator, the Settlement Trustee, Defendants and Class Counsel. By 

way of illustration, the list may include such occupations where EMTAL marketing documents 

show that EMTAL was marketed to and used, such as, by way of illustration and not limitation: 

workers employed in the tire and rubber industry, auto body repair, or the manufacture or 

application/finishing of drywall joint or patching compound.

3.1.3.9.2. Class Counsel will compile and provide to the Administrator a list of 

specific companies, facilities or job sites (“Qualified Occupation Location Sites List”) which 

the Settlement Fund may, for purposes of determining Part A eligibility, and solely for this 

purpose, presume there was exposure to Emtal Talc where there is meaningful and credible 

evidence provided to the Administrator, including pleadings and discovery in the Underlying 

Lawsuits, that the Injured Person was meaningfully employed or occupationally present at the 

site, facility or location.

3.1.3.9.3. The Qualified Occupations and Qualified Occupation Location Sites Lists 

are deemed to be confidential internal administrative and Special Master adjudicative and Class 

Counsel work product materials which will be held by the Administrator and Settlement Trustee 

in strict confidence, will not be published, and be deemed subject to Court protective order 

prohibiting their or their contents disclosure by the Administrator or Settlement Trustee as 

privileged and non-discoverable documents unless disclosure is ordered by the Court.

3.1.3.9.4. For avoidance of doubt, other than for purposes of satisfying the 

prerequisite requirement of Part A Eligibility, the Qualified Occupations List and Qualified 

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Occupation Location Sites List, shall not be offered or used by a Claimant as evidence or support 

of any of the EIF Eligibility Requirement set forth in §3.3.2., nor shall the lists be used as 

evidence in connection with any other lawsuit or claim against the Defendants.

3.1.4. Identity Validation: A Claimant must establish to the Settlement Fund’s 

satisfaction its identity and relationship to an Underlying Lawsuit by meaningful and credible 

evidence that (a) the Claimant (and Claimant’s decedent if applicable) is the person or is the 

personal representative or heir of the person named in the Underlying Lawsuit the claim is based 

upon; or (b) is the person, personal representative or heir of a person listed on the Presumed 

Class Member List. The identity of a Claimant will be presumed by the Settlement Fund where 

the Claimant is on the Presumed Class Member List and establishes it is the person to whom a

class action Notice was addressed, and that it was received at the address to which it was sent or 

forwarded to the Claimant by the U.S. Post Office. Examples of possible satisfactory evidence 

when and where this mailed notice presumption does not apply include: (a) a meaningful and 

credible declaration from the law firm or a lawyer who handled the Underlying Lawsuit 

vouching for the claimant’s identity; or (b) a meaningful and credible declaration by the 

Claimant attesting to the fact that Claimant (or his decedent) is the referenced person on the 

presumption list along with some accompanying form of documentary corroborating proof. 

During the Settlement Fund’s claims review process the Settlement Fund will be applying 

identity validation techniques for which Claimants are required to cooperate and comply with. 

An inability or failure to cooperate or comply with the Settlement Fund’s identity validation 

efforts will result in the denial and termination of the Claim Submission.

3.1.5. Class Membership Qualification Searches. Where prior to the Claim Filing 

Deadline a member of the public has a credible good faith reason to believe that he may be a 

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Class Member but is reasonably unable to secure necessary information to establish he is a Class 

Member, on request to the Administrator certifying such fact along with stating the basis for the 

good faith belief he is a class member and providing appropriate identification information, 

including pertinent social security numbers, the Administrator will make a reasonable computer 

word search of the information it possesses to see if there is match. If so, the Administrator may 

allow the person limited time access and download capability to the Restricted Collection to 

search for documents supporting the person’s claim to class membership. A request for a Class 

Membership Qualification Search does not constitute initiation of a Claim Submission with the 

Settlement Fund and does not toll any time deadlines relating to the initiation a claim. For 

avoidance of doubt, the Claim Filing Deadline is not, and will not be, extended by a qualification 

search request, by the results of the request or by any inability of the Administrator to complete a 

search or searches prior to the deadline.

3.1.6. Claimant Standing documentation. Where a Claimant is the personal 

representative of a Class Member, it must provide to the Administrator a copy of authority to act, 

such as a copy of a probate short certificate, estate administration letters or a power of attorney, 

in the Claim Submission.

3.1.7. Part A Distributions.

3.1.7.1. Primary Claimant Shares. Each Primary Claimant (or other claimant 

pursuant to Plan §3.1.3.5.3) timely submitting an approved Claim is entitled to receive one (1) 

Part A Base Compensation payment of up to $500 from the Part A Allocation, referred to as a 

“Primary Claimant Part A Share”. 

3.1.7.2. Derivative Claimant Shares. 

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3.1.7.2.1. Where a Primary Claimant (or other claimant pursuant to Plan §3.1.3.5.3) 

timely submits a claim determined to be eligible for Part A Base Compensation and there exists

one or more Settlement Class Members who are a Derivative Claimant associated with the 

Underlying Lawsuit, then in addition to the Primary Claimant Part A Share awarded in §3.1.7.1, 

the Primary Claimant is entitled to claim one (1) additional Part A share of equal amount to the 

Primary Claimant Part A Share with respect to any and all such Derivative Claimants, for a total 

Part A Base Compensation award of up to $1,000. This PDP is referred to as the “One 

Derivative Share Rule.” 

3.1.7.2.2. The Settlement Fund will pay the Part A Compensation Derivative 

Claimant Share to the Primary Claimant (or if deceased, to his or her Personal Representative or 

the other claimant pursuant to §3.1.3.5.3). The Claimant receiving the payment shall be solely 

responsible for any allocation and distribution of the Derivative Claimant Share to all associated 

Derivative Claimants. The Settlement Fund shall have no further responsibility or liability 

whatsoever to any Derivative Claimants as to the payment or distribution of this share once 

payment is distributed to the Claimant receiving it.

3.1.7.2.3. Examples: The following illustrate the operation of the One Derivative 

Share Rule. If an Underlying Lawsuit was a bodily injury claim in which the Primary Claimant’s 

spouse was also named as a plaintiff in the Underlying Lawsuit with a claim for consortium loss 

or similar derivative damages, the spouse of the Primary Claimant would qualify for a Derivative 

Claimant Part A compensation share. The share would be paid by the Settlement Fund to the 

Primary Claimant as part of his distribution. If the Underlying Lawsuit was a wrongful death and 

survival action and the deceased Injured Person was survived by a spouse and two children who 

at the time of the litigation were all entitled to claim derivative wrongful death damages, there 

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would be a single Part A compensation share paid on account of this family group. The single 

share would be paid by the Settlement Fund to the Primary Claimant as part the claim 

distribution for the benefit of the Derivative Claimants as their interests may appear.

3.1.7.3. Proration: The amount of compensation paid to Qualified Class Members 

under Part A may be reduced on a prorated basis if there are more than 12,500 Part A 

compensation shares, including both Primary Claimant Part A Shares and Derivative Claimant 

Part A Shares, determined to be eligible for payment.

3.1.8. Reallocation.

3.1.8.1. Any funds remaining in the Part A sub-fund after payments are determined 

will be reallocated by the Settlement Trustee as follows: first to the Part C sub-fund to pay 

allowed EIF claims, if any, or used otherwise in the Settlement Trustee’s reasonable discretion to 

augment Part C awards, if needed and then to the Part B sub-fund. Such reallocation being 

referred to as a “spillover”.

3.2. Part B – Supplemental Injury Severity Based Compensation Program.

3.2.1. Description.

3.2.1.1. The Plan’s Part B program provides additional compensation to eligible 

Claimants who establish in accordance with the Plan’s PDPs the Plan’s Part B eligibility 

requirements which are based on, and on account of, defined physical asbestos injuries sustained 

by the Injured Person on which a claim is based. Part B payments are made out of a Settlement 

Fund sub-fund with an initial allocation of $59.75 Million. Class Members who meet the 

requirements for a Plan B Supplemental Compensation award will receive a proportionate share 

of the entire Part B sub-fund based upon a system of points awarded for the asbestos disease 

sustained and diagnosed. The amount of the Part B points and compensation payments vary 

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based upon the type and severity level of asbestos disease injury sustained and medically 

diagnosed. The Part B sub-fund’s monetary amount may change in the course of the Settlement 

Fund’s administration based on any spillovers from the Part A or Part C sub-funds, to pay Class 

Representative service awards or to pay administration costs and expenses that either are 

ineligible to be paid from the Settlement’s Cost Fund or, if eligible, cannot be fully paid from the 

Settlement Cost Fund.

3.2.2. Eligibility.

3.2.2.1. To be eligible for a Part B Supplemental Compensation share payment, a 

Claimant must (a) qualify for Part A Compensation; (b) timely make a claim for Part B 

compensation in his Claims Submission; and (c) establish by credible, competent proof that the 

Injured Person sustained an asbestos disease injury falling into one of four defined categories of 

asbestos disease levels described in Table 1 of §3.2.3. Proof of asbestos disease and level may be 

satisfied through a certification of prior asbestos disease adjudication by a Qualified Asbestos 

Trust.

3.2.3. Part B Claim Levels, Qualifying Points and Qualifying Asbestos Trusts. 

3.2.3.1. Part B’s Claim Levels along with Qualifying Points are defined in the 

following Table 1 and accompanying notes.

[Balance of Page is Intentionally Blank]

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Table 1

Part B Claim Levels

Qualifying 

Claim Points1

Level 1 Claim

Non-Malignant Asbestos disease.

2

(Bilateral Asbestos-Related Nonmalignant Disease Injuries other than Severe Asbestosis)

1

Level 2 Claim 

Malignant Asbestos Disease Other Than Mesothelioma or Level 3 Claim Lung Cancer.

3 9

Level 3 Claim

Either: (a) Primary lung cancer with evidence of underlying Bilateral Asbestos-Related 

Nonmalignant Disease; or (b) Severe Asbestosis.

4

20

Level 4 Claim

Mesothelioma

86

1 The number of qualifying points for each claim Level was determined by Verus LLC based on an analysis of 

compensation payment levels paid for typical and generally accepted asbestos disease categories by eighteen 

asbestos compensation trusts.

2

“Non-Malignant Asbestos Disease” means what is commonly referred to as “Bilateral Asbestos-Related 

Nonmalignant Disease” and is defined as a disease evidenced by either: (a) a chest X-ray read by a qualified B 

reader of 1/0 or higher on the ILO scale, or (b) (i) a chest X-ray read by a qualified B reader or other Qualified 

Physician, (ii) a CT scan read by a Qualified Physician, or (iii) pathology, in each case showing either bilateral 

interstitial fibrosis, bilateral pleural plaques, bilateral pleural thickening, or bilateral pleural calcification. A 

“Qualified Physician” is (a) a physician who is board-certified in one or more relevant specialized fields of medicine 

such as pulmonology, radiology, internal medicine or occupational medicine; and (b) where claimant is not relying 

on a disease certification from a Qualified Asbestos Trust not on the Administrator’s Ineligible Diagnostician List 

published on the Settlement Website.

3

“Malignant Asbestos Diseases Other than Mesothelioma and Level 3 Claim Cancer” means the following:

• A diagnosis of a primary lung cancer without evidence of evidence of underlying Bilateral AsbestosRelated Nonmalignant Disease and supporting medical documentation; or

• A diagnosis of a primary colo-rectal, laryngeal, esophageal, pharyngeal, or stomach cancer, plus (a) 

evidence of underlying Bilateral Asbestos-Related Nonmalignant Disease; and (b) supporting medical 

documentation.

4

“Severe Asbestosis” means by a disease evidenced by (a) a diagnosis of asbestosis with ILO of 2/1 or greater, or 

asbestosis determined by pathological evidence of asbestos, plus (i) TLC less than 65%, or (ii) FVC less than 65% 

and FEV1/FVC ratio greater than 65%; and (b) supporting medical documentation.

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3.2.3.2. “Qualified Asbestos Trusts” are the following asbestos claims trusts or 

claims resolution facilities which are categorized as either “Preferred Qualified Asbestos Trusts”

and “Alternative Qualified Asbestos Trusts”. 

3.2.3.3. “Preferred Qualified Asbestos Trusts.” The following asbestos trusts are 

Preferred Qualified Asbestos Trusts:

(A) AC&S Asbestos Settlement Trust.

(B) ASARCO Asbestos Personal Injury Settlement Trust.

(C) Combustion Engineering Trust.

(D) G-I Holdings Inc. Asbestos Personal Injury Settlement Trust.

(E) KACC Asbestos PI Trust.

(F) TH Agriculture and Nutrition, L.L.C. Asbestos Personal Injury Trust.

3.2.3.3.1. Alternative Qualified Asbestos Trusts. The following asbestos trusts are 

alternative Qualified Asbestos Trusts:

(G) The Manville Personal Injury Settlement Trust dated as of November 28, 

1988.

(H) The Travelers Common Law Direct Action Settlement Fund.

3.2.4. Part B PDPs.

3.2.4.1. Highest Provable Asbestos Disease Progression Rule. A Claimant may 

claim and be awarded compensation based upon the highest level of asbestos disease progression 

actually suffered by the Injured Person that can be established by either credible medical proof 

submitted to the Administrator or by a certification of disease award adjudication from a 

Qualified Asbestos Trust. Where such proof establishes a higher category of disease than 

claimed in the Claim Submission, the higher proven level will apply to the claim.

3.2.4.2. Part B required Documentation. All Claims for Part B Supplemental 

Compensation must supply a medical record or a medical report that documents the Injured 

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Person’s asbestos injury to the Settlement Administrator as part of the Claim Submission unless 

no supporting document exists or can be found after Claimant has conducted a reasonable search 

and inquiry. Where documentation is not available the Claimant must then certify under oath that 

no supporting medical record or report document is available. Claimants may use the 

certification form for this purpose available on the Settlement’s Website form page. For 

avoidance of doubt, this medical document or report submission requirement applies even where 

the Qualifying Asbestos Disease Level is being established through a certified adjudication from 

one of the Qualified Asbestos Trusts.

3.2.4.3. Establishing Part B Asbestos Disease Level

3.2.4.3.1. The Claimant has the burden of establishing the existence and level of a 

qualifying asbestos disease’s existence and severity level by meaningful and credible medical 

proof.

3.2.4.3.2. A Claimant who otherwise meets the requirements of this Plan for payment 

of a Part B Claim shall be paid irrespective of the results in any litigation at any time between the 

Injured Person (or their estate where applicable) and any defendant in the judicial tort system. 

3.2.4.4. Establishing Qualifying Asbestos Disease and Claim Level through a 

Certification of Prior Qualified Asbestos Trust Disease Adjudication. 

3.2.4.4.1. A Claimant may establish the existence and level of a qualifying asbestos 

disease through a certified prior Qualified Asbestos Trust adjudication that supports the Part B 

claim. The Settlement Fund will accept and apply the certification of highest disease level 

adjudication received from the Qualified Asbestos Trusts, even if higher than what the Claimant 

requested in his/her Claim Submission.

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3.2.4.4.2. The Administrator will first attempt to obtain and use an adjudicated 

disease level certified by one of the Preferred Qualified Asbestos Trusts to support a claim unless 

a qualifying prior disease level adjudication is not available from one of the Preferred Qualified 

Asbestos Trusts, in which case the Administrator will then request and accept an adjudication

certification from one of the Alternative Qualified Asbestos Trusts to support the claim.

3.2.4.4.3. Where a Claimant elects to rely on a Qualified Asbestos Trust Adjudication 

it must in its Claims Submission: (a) identify for the Administrator, if requested, a specific 

Qualified Asbestos Trust to be contacted; (b) provide sufficient claim identification information 

to enable the Administrator to obtain certification of the disease adjudication; and (c) provide such 

written release authorization as necessary (including executing a multi-trust information release 

authorization form) to enable the Administrator to obtain certification of the disease adjudication 

from a Qualified Asbestos Trust. 

3.2.4.4.4. Where the Administrator is unable to obtain a certified adjudication from 

a designated trust, or the certified adjudication received fails to support the Part B Level claimed 

on the Claim Submission, the Administrator will notify the Claimant of such fact. The Claimant 

may then:

(A) accept a lower level of prior adjudicated disease certified to the 

Administrator if there is one; or 

(B) request an alternative trust certification, from one or more other 

specified Qualified Asbestos Trust along with providing the 

Administrator with any required information and release authorization 

(including executing a multi-trust information release authorization 

form) to enable it to request a certification, in which case the 

Administrator will request certification from the alternative specific 

trust; 

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(C) amend the Claim Submission to state it will attempt to establish the 

medical injury element by submitting medical evidence to the 

Administrator and proceed accordingly; or 

(D) withdraw the Part B claim, which will be deemed the default election if 

one of the preceding alternatives is not timely taken and implemented. 

3.2.4.4.5. The Settlement Fund will not dispute or reject any adjudication of disease 

level certified and provided to it from a Qualified Asbestos Trust. 

3.2.4.4.6. Where the disease level certified from a Qualified Asbestos Trust is higher 

than what is claimed in the Claimant’s Claim Submission form, the Administrator will notify the 

Claimant and the Claim Submission will be automatically deemed amended by the Claimant to 

request the higher established disease Claim level and the claim processed on that basis.

3.2.4.5. Qualified Asbestos Trust Polling Assistance. Prior to the Claims Filing 

Deadline, a Claimant who satisfies Part A Eligibility but lacks sufficient information and means 

to support the medical proof element of a Part B Claim may request the Administrator to poll the 

Qualified Asbestos Trusts on Claimant’s behalf to determine if any possesses information or 

documents relating to the Injured Person which can support a Part B claim. If a positive response 

is received, the Claimant may authorize the Administrator to obtain the information from the 

Trust in support of the Claim. The Claimant must provide appropriate authorizations and 

identification information, including social security numbers. For avoidance of doubt, the Claim 

Filing Deadline is not, and will not be, extended by a polling request, by the results of a polling 

request or by any inability of the Administrator to complete a polling request or requests prior to 

the deadline.

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3.2.4.6. Establishing Qualifying Asbestos Disease and Claim Level by submitting 

medical proof.

3.2.4.6.1. Where a Claimant either chooses not to rely on a prior Qualified Asbestos 

Trust adjudication to support their Part B claim or is unable to, the existence and level of the 

Qualifying Asbestos Disease must be established through submission of meaningful and credible 

medical proof of the asbestos disease claimed. If a claimant wants to seek a higher level of disease 

than prior asbestos trust adjudications, it may establish the level through submission of meaningful 

and credible medical proof of the higher asbestos disease claimed.

3.2.4.6.2. Medical proof supporting a Part B claim must be submitted along with the 

Claim Form in order for a Claim Submission to be complete and eligible for adjudication by the 

Settlement Fund. (See § 4.2 of this Plan.)

3.2.4.7. The Settlement Fund will consider medical proof evidence submitted to it in 

support of a claim for evaluation from only Qualified Physicians and diagnosticians and will not 

accept and consider as medical proof submitted to it in support of a claim for evaluation by or from 

anyone appearing on the Administrator’s Ineligible Diagnostician List published on the Settlement 

Website. A Qualified Physician is a physician who is board-certified in one or more relevant 

specialized fields of medicine such as pulmonology, radiology, internal medicine or occupational 

medicine and is not on the Administrator’s Ineligible Diagnostician List published on the 

Settlement Website. Medical evidence (a) that is of a kind shown to have been received in evidence 

by a state or federal judge at trial, or (b) that is a diagnosis by a physician shown to have previously 

qualified as a medical expert with respect to the asbestos-related disease in question before a state 

or federal judge, is presumptively reliable, although the Settlement Fund may seek to rebut the 

presumption.

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3.2.4.8. In reviewing and weighing medical proof submitted in support of a Part B 

claim the Settlement Fund will consider and take into account evidence that the dismissal of the 

Underlying cases and the passage of time may have hampered, impaired or diverted the Injured 

Person or the Underlying Lawsuit’s attorneys developing or preserving medical causation proof. 

3.2.4.9. Medical proof provided in support of a Part B Claim from a Qualified 

Physician or other competent diagnostician will be viewed in a light favorable to the Claimant 

when and where the Settlement Fund has reasonable confidence that it is credible and consistent 

with recognized medical standards.

3.2.4.10. As to any Part B Level 2, Level 3 or Level 4 claim based upon submission of 

medical proof, the Settlement Fund claim may require the submission of X-rays, CT scans, detailed 

results of pulmonary function tests, laboratory tests, tissue samples, results of medical examination 

or reviews of other medical evidence and will require that medical evidence submitted comply 

with recognized medical standards regarding equipment, testing methods and procedures to assure 

that such evidence is reliable. 

3.2.5. Part B Distribution Formula.

3.2.5.1. The Settlement Fund's Part B sub-fund will be distributed to those eligible Part 

B Claimants according to their severity level of asbestos disease. The amount of eligible Part B 

Claimants' share of the Part B sub-fund distribution will be calculated according to the formula 

X/Y x Z, where X represents the number of the individual eligible Claimant’s adjudicated 

Qualifying Claim Points awarded; Y represents the aggregate of all eligible Claimants' adjudicated 

Qualifying Claim Points, and Z represents the Part B sub-fund.

3.2.5.1.1. Illustration: The following table of hypothetical claims distribution 

calculations illustrates the application of the formula. They hypothetical distributions assume: (a) 

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that 7,500, 8,000 or 8,500 Primary Claimants submit Part B claims and are found eligible; (b) that 

the disease rate distribution for the adjudicated Part B claimants is the same as the Johns Manville 

Asbestos Trust’s disease rate experience (i.e. – mesothelioma – 4.3%; Malignant Asbestos 

Diseases Other Than Mesothelioma or Claim Level 3 Lung Cancer and Severe Asbestosis - 2.1 %; 

Claim Level 3 Lung Cancer and Severe Asbestosis – 7.3 %, and non-malignant asbestos disease 

86.3%); and (c) that the amount of the Part B sub-fund available for distribution is $59,750,000. 

Applying the formula to these parameters yields the results stated in Table 2.

Table 2

Hypothetical Part B Payment Share Estimates*

Part B Claim Levels

Qualifying 

Claim Points

(Assumed disease 

rate %)

Estimated Payments

(Estimated number of claims)

7,500

approved 

claimants

8,000

approved 

claimants

8,500

approved 

claimants

Level 1 Claim

Non-Malignant Asbestos disease 

other than Severe Asbestosis.

(Bilateral Asbestos-Related 

Nonmalignant Disease Injuries 

other than Severe Asbestosis)

1

(86.3 %)

$1,283

(6,473)

$1,203

(6,904)

$1,132

(7,336)

Level 2 Claim 

Malignant Asbestos Disease Other 

Than Mesothelioma or Level 3 

Claim Lung Cancer. 

9

(2.1 %)

$11,546

(158)

$10,824

(168)

$10,188

(179)

Level 3 Claim

Either: (a) Primary lung cancer with 

evidence of underlying Bilateral 

Asbestos-Related Nonmalignant 

Disease; or (b) Severe Asbestosis.

20

(7.3 %)

$25,658

(548)

$24,054

(584)

$22,639

(621)

Level 4 Claim

Mesothelioma

86

(4.3 %)

$110,327

(323)

$103,432

(344)

$97,348

(366)

* Due to rounding, the numbers presented may not add up precisely to the totals indicated and payment estimates may not 

precisely reflect the absolute figures.

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3.2.5.1.2. Caveats: 

(A) Table 2 is for illustration purposes only. The actual Part B payment amounts 

to Settlement Class Members will likely be different than any of the estimated hypothetical 

payments appearing in the table based upon the Settlement Fund’s actual claim experience.

(B) The hypothetical payment share estimates shown on Table 2 do not reflect 

deductions for any liens or fees charged by personal attorneys hired by class members. Class 

members eligible for a settlement payment are responsible for paying from that settlement payment 

any liens or any fees charged by personal attorneys should they have hired one.

3.3. Part C – Extraordinary Injury Fund (EIF) Compensation Program.

3.3.1. Description.

3.3.1.1. The Plan’s Part C compensation program provides a discretionary 

Extraordinary Injury Fund (“EIF”) from which the Settlement Trustee may award a Level 4 

(mesothelioma) Primary Claimant who proves extraordinary and exceptional circumstances, and 

who meets the EIF’s Eligibility Criteria set forth in § 3.3.2, an additional compensation payment 

of up to $175,000. For avoidance of doubt, an EIF payment is over and above any Part A and Part 

B Payments awarded a Claimant. EIF payments are made from the Settlement Fund’s Part C EIF 

sub-fund, which has an initial Settlement Fund allocation of $6.5 Million. The Part C EIF subfund’s size may change in the course of the Settlement Fund’s administration based on the 

Settlement Trustee’s application of a spillover from the Part A sub-fund to it. Any unused EIF 

allocation shall be used in accordance with § 3.1.8 above. 

3.3.1.2. Limit on EIF individual awards. No EIF award shall exceed $175,000.

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3.3.2. Eligibility.

3.3.2.1. A Claimant who (a) qualifies under Part B for a Level 4 (mesothelioma) award 

(the “EIF Mesothelioma Requirement”) and (b) meets all of the following additional eligibility 

requirements (the “EIF Eligibility Criteria”) may apply for and submit evidentiary proof for 

consideration by the Settlement Fund for a discretionary Part C EIF award:

(A)The Injured Person (or their estate where applicable) together with any Derivative 

Claimants associated with the Underlying Lawsuit received in the aggregate less than 

$250,000 from all other potentially responsible asbestos defendant settlements, 

including any asbestos trust or other outside of litigation payments; and

(B) The Claimant has competent, meaningful and credible evidence establishing the 

Injured Person had significant exposure to Emtal Talc, either in raw form and/or in 

the form of dust emitted from a product containing Emtal Talc as an ingredient, that 

was a substantial factor in causing the asbestos injury. This may be established by an 

affidavit or sworn statement of the Claimant; by an affidavit or sworn statement of a 

co-worker or the affidavit or sworn statement of a family member in the case of a 

deceased Injured Person (providing the Settlement Fund finds such evidence 

reasonably reliable); by depositions, photographs, interrogatories, invoices, shipping 

records, employment, construction or similar records; or by other credible evidence; 

and

(C) The Claimant has competent, meaningful and credible evidence through one or more 

Qualified Physicians establishing the Injured Person’s exposure to Emtal Talc was a 

substantial contributing factor to causing the mesothelioma; and

(D)The Claimant has competent, meaningful and credible evidence the Injured Person’s 

lawyer in the Underlying Litigation was the recipient of discovery, correspondence, 

motion papers or affidavits served or sent to him or his law firm, by an attorney or 

agent of Engelhard/BASF that stated or represented in words or substance that Emtal 

talc ore or products did not contain asbestos and/or there was no evidence it contained 

asbestos (including any representation or statement there were no depositions of 

Engelhard/BASF personnel relating to asbestos in Emtal talc); and

(E) The Claimant is able to credibly establish extraordinary loss or injury circumstances 

that meaningfully distinguish Claimant’s situation and circumstances from the 

general population of successful Part B claimants to the Settlement Fund warranting 

an equitable adjustment award.

3.3.2.2. Relaxation of EIF Eligibility Criteria: The Settlement Trustee in her sole, 

absolute and unfettered discretion may equitably relax or dispense with an EIF Eligibility Criteria 

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requirement where she finds exceptional extraordinary circumstances present in the EIF claim that 

provide good cause for such relief. 

3.3.3. Reallocation.

3.3.3.1. The Settlement Trustee is not required to make any EIF awards or awards 

sufficient to exhaust the EIF fund. Any unused funds in the Part C sub-fund shall be used in 

accordance with to § 3.1.8 above.

4. Claim Administration Procedures and Policies.

4.1. Claim Form and Eligibility Proof Requirements.

4.1.1. In order to obtain a compensation award from the Settlement Fund a Class Member 

must do each of the following: (a) initiate a timely Claim Submission with the Settlement Fund 

prior to the Claims Filing Deadline by completing and submitting under penalty of perjury, either 

on-line or in paper form, a Claim Form provided by the Administrator bearing the Class Member’s 

handwritten signature either on the Claims Submission Form itself or on a separate form available 

from the Administrator (which manually signed document may be submitted by mail, fax or in the 

form of a pdf uploaded to the Claims Administration Website); (b) along with the Claim Form, 

timely and completely provide all supporting certifications, authorizations, information and 

documentation required by the Plan to adjudicate the compensation requests made in the Claim 

Form; and (c) meet the eligibility requirements of the Plan for the compensation program Part or 

Parts applied for.

4.1.2. A Claimant must identify in their Claim Submission Form each Settlement Fund 

program Part under which compensation is sought other than a request for Part A Primary Claimant 

Shares. A Part A Primary Share request will be automatic upon making a Claim Submission. For 

clarity, if a claimant wants to apply for and receive a Part A Derivative Claimant Share, a Part B 

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Supplement Compensation Award and/or a Part C EIF Discretionary Compensation award, then 

the claim for such compensation must be specifically made in the Claim Submission form where 

indicated and supporting information and documentation relating to the application for such 

compensation provided in the Claim Submission.

4.1.3. Where Part B Supplemental Compensation is requested, the Claimant must also 

state in the Claims Submission form the Part B Claim Level claimed to be applicable.

Alternatively, Claimant can indicate it requires Qualified Asbestos Trust Polling Assistance to 

determine disease and disease level under §3.2.4.5.

4.1.4. All Part A Claimants must satisfy the Part A documentation requirement of 

§3.1.3.2, and all Part B Claimants must satisfy the Part B documentation requirement of § 3.2.4.2.

4.1.5. Claim Submissions by or on behalf of individual Class Members may be submitted 

to the Settlement Fund either electronically through the Settlement Fund’s secured claims 

administration portal located on the Settlement Fund’s official website or in paper form. Claims 

on behalf of multiple Claimants represented by a Registered Law Firm may be submitted to the 

Administrator thorough a Claims Submission spreadsheet option. For avoidance of doubt, every

Claim Submission must include a Claim verification under penalty of perjury manually signed the 

Claimant on the form provided by the Administrator to be deemed Complete. The Claim 

Verification may be separately submitted to the Administrator.

4.1.6. If a claim form or supporting evidence is submitted in paper form, it must be mailed 

to the Settlement Fund Administrator’s claims processing facility at Verus LLC (“Verus”), 3967 

Princeton Pike, Princeton, NJ 08540. For deadline purposes, a physically mailed item will be 

deemed received by the Settlement Fund on the date it is actually received by the Administrator 

and not on the date mailed.

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4.1.7. Any Claim Submission Form or electronic equivalent submitted to initiate a Claim 

that is received by the Settlement Fund after the expiration of the Claims Filing Deadline will not 

be processed and a Notice of Claim Determination issued denying the claim as untimely. 

4.1.8. Information, documents and certifications supplied to cure Parts A, B or C 

deficiencies received by the Administrator after the Claims Filing Deadline has expired but prior 

to the Documents Submission Deadline will not affect the timeliness of the claim.

5 For avoidance 

of doubt, submission of lien administration information and materials required by the Lien 

Administrator in connection with an individual Claimant’s distribution payment(s) is not subject 

to the Documents Submission Deadline. A separate Lien Administration Document Deadline 

applies to lien administration information and materials, which deadline occurs on the first 

business day 45 days after the Effective Date.

4.2. Claim Initiation and Claim Support Submission Requirements and Procedures.

4.2.1. Required Claim Information for a Claim to be Considered “Complete”. 

4.2.1.1. To be deemed complete for purposes of § 4.1.1, all of the items of information 

set forth in § 4.2.1.2 below are required to be supplied to the Settlement Fund on the Claimant’s 

Claims Submission Form (“Required Claim Information”) along with timely submission of all 

necessary supporting documents, certifications, and verification required by the Plan’s PDPs.

5 The Settlement’s Preliminary Approval Order provides a “Claims Filing Deadline” by which a Claim Form and 

all other required Claim Submission documents and items must be filed by a Claimant with the Administrator in 

order to timely initiate a claim. The proposed deadline date is 120 days from when the Notice is first published to 

the Class pursuant to the Notice Plan unless otherwise modified by the Court. The Preliminary Approval Order also 

provides a “Documents Submission Deadline” by which a Claimant must submit all documents necessary to cure 

any deficiency in its Claims Submission. This deadline is 155 days from when the Notice is first published to the 

Class pursuant to the Notice Plan unless otherwise modified by the Court.

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4.2.1.2. Required Claim Information are all of the following items:

(A) Name, current mailing address and Email of Claimant and the law firm (if 

any) representing claimant in connection with claim to the Settlement Fund;

(B) Court and docket number of the Underlying Lawsuit on which the claim is 

based;

(C) The date of birth, date of death (if applicable), residence addresses during 

the Class Period (if known), and social security number of the Injured Person in the 

Underlying Lawsuit on which the claim is based.

(D) A certification on the form, under penalty of perjury, that the Claimant 

qualifies based upon one of the following: 

(1) Claimant is the Injured Person who was named in the Underlying 

Lawsuit identified on the form; or 

(2) Claimant is the personal representative of the Injured Person named in 

the Underlying Lawsuit identified on the form and that the Claimant’s 

decedent was the Injured Person referred to or named in the 

Underlying Lawsuit identified on the form; or 

(3) The Claimant (a) is applying for Part A Base Compensation based upon 

being an eligible surviving spouse or the surviving child of a deceased 

Injured Person eligible to make the claim for Part A Base 

Compensation Benefits; (b) the claim is based upon the Injured Person 

identified in the Underlying Lawsuit listed and that the Claimant’s 

decedent was the Injured Person referred to or named in the 

Underlying Lawsuit; (d) that no estate was ever created for the 

deceased Injured Person and (c) the claim is limited to a request for 

only Part A Base Compensation;

(E) An election on the form where indicated on whether Part A Derivative 

Claimant Base Compensation is being requested and if so, the name(s) of the Class 

Member(s) who are Derivative Claimant(s) related to the Injured Person the claim 

is based upon; 

(F) An election on the form where indicated on whether Claimant is requesting 

Part B compensation. If Claimant requests Part B compensation it must further:

(1) Indicate where provided on the form that Claimant will be submitting 

medical proof supporting the Part B Claim; 

(2) Indicate where provided on the form if Claimant will be relying on a 

certification of prior asbestos disease adjudication by one of the 

Qualified Asbestos Trusts; or

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(3) Indicate where provided on the form that Claimant requires 

Administrator assistance. 

(G) An election on the form where provided whether Claimant is requesting 

Part C EIF compensation. If a Claimant is requesting Part C EIF compensation, a 

statement of the basis for the EIF claim, certification that eligibility requirements 

are or will be met, and if requesting waiver of an EIF Eligibility Requirement, 

identification of the requirement and the reasons why the Settlement Trustee should 

waive the requirement.

(H) Completion of a Written Release Authorization Form enabling the 

Administrator to obtain certification of the disease adjudication from one of the 

specified Preferred Qualified Asbestos Trusts or if necessary, one of the Alternative 

Qualified Asbestos Trusts.

(I) , Certification that Claimant has not opted out and is not opting out of Class 

Membership. 

(J) Where applicable certification that after a diligent search was made for 

documents satisfying the required Part A documentation requirement of § 3.1.3.2.

and the Part B documentation requirement of § 3.2.4.2 no documents could be 

located; and 

(K) Written certification electronically or manually signed by the Claimant 

under penalty of perjury that all information provided in and in support of the 

Claim Submissions is true, accurate, and complete to best of their knowledge and 

belief.

4.3. Claim Submission Supporting Documentation Deadline.

4.3.1. Claim Submission supporting documentation, certifications and authorizations 

should be submitted along with the Claim Submission Form and must be submitted to the 

Settlement Fund no later than the earlier of: (a) 20 days from the date the Claimant is given Notice 

of Deficiency or Notice of Administrator’s Claim Adjudication which identifies curable missing 

or deficient supporting documentation; or (b) the Documents Submission Deadline.

4.3.2. A Claim Submission will not be deemed Complete and eligible for processing, 

review and adjudication by the Settlement Fund Administrator until all Required Claim 

Information is provided, including all required or applicable supporting certifications, 

verifications, elections, required Part A documentation/certification, required Part B 

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documentation/certification, medical records (if applicable to supporting claim), employment 

records (if applicable to supporting a claim), and Qualified Asbestos Trust authorizations.

Incomplete claims will not be processed. 

4.3.3. Lien Information. For avoidance of doubt, completion of the Lien Administration 

questionnaire or providing lien information to resolve lien obligations is not part of a claim’s 

Required Claim Information and non-completion of or missing lien information/documents will 

not render a Claim Submission incomplete for claim adjudication purposes. It will however, delay 

payment and distribution of a Claimant’s individual claim until required Lien Resolution 

Requirements are satisfied. A separate Lien Administration deadline will be set by the Settlement 

Trustee, which generally will be 45 days following the Effective Date of the Settlement.

4.4. Claim Submission Reviews.

4.4.1. Generally, Claim Submission reviews will occur in the order they are received, and 

the review will determine if the Required Claim Information and supporting documentation and 

certifications have been supplied. Where the Claim Submission is determined to be incomplete the

Administrator will identify each deficiency in a Notice of Deficiency sent to Claimant or 

Claimant’s Registered Law Firm. A Claimant or Claimant’s Registered Law Firm will have 20 

days from the date of notice to cure deficiencies identified in the Notice of Deficiency. Failure to 

cure the deficiencies identified in the Notice of Deficiency shall result in no further processing of 

claim and an administrative denial of claim.

4.5. Claim Substantive Review Processes and Procedures.

4.5.1. The Administrator will perform all substantive claim reviews. During the 

substantive claim review the Administrator will determine eligibility of Claimant under each Plan 

Part for which compensation is requested in the Claimant’s Claim Submission form. 

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4.5.2. The Administrator will generally process complete Claims Submissions on a first 

in, first out (FIFO) basis as they are determined to be complete for review. Claim Submissions 

requesting Part C EIF compensation may be placed into a separate processing queue by the 

Settlement Fund for administrative convenience. 

4.5.3. The Settlement Fund implements both automated and manual quality control steps 

that are implemented prior to any claim being processed for review and payment. The quality 

control program assures that no duplicate claims are processed and that claims meet all applicable 

criteria before payment. 

4.5.4. Claim Submissions which do not request Part C EIF compensation (referred to as 

a “Standard Claim”) will be processed as follows:

4.5.4.1. When a Standard Claim’s Claim Submission is determined to be eligible for 

compensation with respect to each of the program Parts requested in the Claims Submission form, 

including, if applicable, eligible for Part B compensation at the Part B Claim Level disease claimed 

in the form, the claim will then be deemed a “Qualified Standard Claim” and a Notice of 

Administrator’s Claim Adjudication sent to the Claimant or Claimant’s Registered Law Firm 

informing it of the Administrator’s claim determinations. The claim will thereafter be processed 

and paid in accordance with applicable Plan provisions to the qualified claims.

4.5.4.2. When a Standard Claim’s Claim Submission is determined to be eligible for 

compensation for some of the Plan Parts requested but not eligible as to others requested in the 

Claim Submission form, including if applicable, determined to be eligible for Part B compensation 

but at a lower Part B Claim Level claim than requested in the form, the claim will be deemed a 

“Partially Qualified Standard Claim” and the Settlement Fund will then follow the applicable 

Claim Determination Notice, Cure and Contest Processes and Procedures in § 4.6. 

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4.5.5. When a Standard Claim’s Claim Submission is determined to be not eligible for 

compensation under any Plan Part requested in the Claim Submission form, the claim will be 

deemed a “Non-Qualified Standard Claim” and the Settlement Fund will then follow the 

applicable Claim Determination Notice, Cure and Contest Processes and Procedures in § 4.6. A 

Claim Submission that contains a request for Part C EIF compensation (referred to as an “EIF 

Claimant Claim”), will not be reviewed for EIF eligibility until it has been determined that the 

Claimant is eligible under Parts A and under Part B as a Claim Level 4 (mesothelioma) claim 

pursuant to 4.5.4 above. Once the EIF Claimants’ Claim Submission is determined to meet the 

eligibility requirements of Part A and a Part B, Claim Level 4 claim, the Administrator will then 

proceed to determine the EIF claims eligibility, and if determined eligible, the Administrator will 

make an EIF award amount recommendation to the Settlement Trustee based upon the 

circumstances presented in the Claim Submission, which recommendation will be conveyed to the 

Claimant or Claimant’s Registered Law Firm as provided in § 4.6.2. Where the EIF Claimant 

requests an EIF Eligibility Criteria waiver or relaxation, the Settlement Trustee will be notified 

and asked by the Administrator to rule upon the waiver/relaxation request and the Administrator 

will apply the Settlement Trustee’s ruling on the waiver or relaxation request in determining 

eligibility. Once the EIF and Claim Submission adjudication is complete the Settlement Fund will 

follow the Claim Determination Notice, Cure and Contest Processes and Procedures in § 4.6

applicable to the circumstances.

4.6. Claim Determination Notice, Cure and Contest Processes and Procedures. 

4.6.1. Where the Administrator determines a Standard Claim is either a Partially

Qualified Standard Claim or Non-Qualified Standard Claim, or determines that an EIF 

Claimant claim should be processed as a Qualified Standard Claim or Non-Qualified Standard 

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Claim, or modifies an approved claim pursuant to any of the provisions of § 8 relating to claim 

audits and claim reviews, the Administrator will send Claimant or Claimant’s Registered Law firm 

a Notice of Administrator’s Claim Adjudication informing it or them of the determination and the 

reason(s) for such determination and of applicable cure or contest rights the Claimant has. Within 

20 days of the date of the notice, a Claimant or Claimant’s Registered Law Firm may either (a) 

attempt to cure any deficiencies in the Claim Submission identified in the notice or provide 

additional information, documentation or certifications to be reviewed by the Settlement Fund for 

a reconsideration; or (b) inform the Settlement Fund that the Claimant is requesting review and 

determination of any contested issue(s) before the Settlement Trustee and submit a Settlement

Trustee Adjudication request which request shall specify the reasons for the appeal or challenge. 

To the extent that any Claimant or law firm fails to make one of the two available elections in 

clauses (a) or (b) in this paragraph within 20 days of the date of the Settlement Fund’s Notice of 

Administrator’s Claim Adjudication, the Claimant’s Claim Submission shall be deemed to be 

finally adjudicated as stated in the notice and the claim further processed for payment or terminated 

accordingly. 

4.6.2. Where the Administrator determines an EIF Claim Submission is eligible it will 

send Claimant or Claimant’s Registered Law Firm a Notice of Administrator’s Claim Adjudication 

informing it or them of the Settlement Fund’s determinations as to the Parts A, B and C claims and 

the reason(s) for such determination along with the Administrator’s recommended EIF award 

amount. Within 20 days of the date of the notice, a Claimant or Claimant’s Registered Law Firm 

may either (a) attempt to cure any deficiencies in the Claim Submission identified in the notice or 

provide additional information, documentation or certifications to be reviewed by the Settlement 

Fund for a reconsideration; or (b) inform the Settlement Fund that the Claimant is requesting 

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review and determination of any contested issue(s) before the Settlement Trustee and submit a 

Settlement Trustee Adjudication Request which specifies the reasons for the appeal or challenge. 

To the extent that any Claimant or law firm fails to make one of the two available elections in 

clauses (a) or (b) in this section within 20 days of the date of the Settlement Fund’s Notice of 

Administrator’s Claim Adjudication, the Claimant's Claim Submission shall be deemed to be 

provisionally adjudicated as stated in the notice and the claim further processed for payment 

accordingly. 

4.6.3. Where a Claimant elects under §§ 4.6.1(a) or 4.6.2(a) to provide additional reasons, 

information or documents in response the Notice of Administrator’s Claim Adjudication the 

Administrator will review the material and determine whether it changes the Administrator’s prior 

determination(s). The Administrator will inform the Claimant or the Claimant’s Registered Law 

Firm of the outcome of this review and its reasons for such determination(s). The Claimant shall, 

within 10 days of such notice, inform the Settlement Fund that the Claimant is requesting an

adjudication of the issue or claim by and submit a Settlement Trustee Adjudication Request, 

specifying the issue(s) and the reasons for the appeal to her for an adjudication. The adjudication

by the Settlement Trustee in response to the request shall be final, binding and non-appealable. To 

the extent that no Settlement Trustee Adjudication Request is timely served on the Settlement 

Fund, the Claimant's Claim Submission shall then be deemed by the Settlement Fund to be fully 

and finally adjudicated as stated in the reconsideration notice (which may incorporate the prior 

notice by reference) and the Claim Submission further processed for payment or terminated 

accordingly.

4.6.4. Settlement Trustee’s power and discretion to modify or reject award

determinations. Prior to the submission of the Settlement Fund’s proposed distribution schedules 

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to the Court for approval under § 9.4.2 of this Plan, the Settlement Trustee upon notice to the 

Claimant or Claimant’s Registered Law Firm, and affording Claimant a reasonable opportunity to 

be heard, may for good cause modify, rescind or decline to ratify any Part A or Part B award 

determination that is mistaken or fraudulent or in her sole discretion modify, rescind or decline to 

ratify any EIF award determination.

5. Rules, Processes and Procedures Relating to Attorney Representation of Claimants.

5.1.1. Each Class Member has the right to representation by their own retained attorney 

to represent their claim to the Settlement Fund for compensation. The Claimant is solely 

responsible for the fees and expenses of their attorney. Any attorney licensed in a United States 

jurisdiction may represent a Class Member in connection with their claim submission to the 

Settlement Fund. 

5.1.2. To be eligible and recognized as a Claimant’s attorney and representative, the 

attorney’s law firm must register with the Settlement Fund by submission of a registration form

(in which it will consent in writing to the Court’s jurisdiction over it), an electronic filer 

agreement (EFA) if submitting electronically, a W-9 form and an Automated Clearing House

(ACH) form if receiving funds electronically. Once these are submitted and accepted by the 

Settlement Fund, the firm and all of its attorneys associated with it will be deemed (and referred 

to as) a “Registered Law Firm.” The Settlement Fund will provide a spreadsheet form or other 

means for a Registered Law Firm to submit multiple claimants’ claims. 

5.1.3. Registered Law Firms must fully assist and comply with the Settlement Fund’s 

claim and financial audits procedures. A Registered Law Firm must provide the Settlement Fund 

with an email address and in so doing consents to service of notices from the Settlement Fund by 

email sent to such address.

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5.1.4. Law Firm Electronic Access.

5.1.4.1. A law firm may request the Administrator to register and allow it to access its 

online filing system by executing an EFA. Once a Registered Law Firm has been granted access 

to the electronic filing system, the Registered Law Firm may simultaneously file claims. The 

Settlement Fund strongly recommends that law firms use the online filing system.

5.1.4.2. For all claims filed with the Settlement Trust, each Registered Law Firm is 

obligated to maintain copies of any document relied upon in connection with the claims.

5.1.5. Recognition of Attorney Fee Agreements and resolution of any disputes over 

attorney’s fees and cost reimbursement.

5.1.5.1. The Settlement Funds policy is to recognize individual attorney fee 

agreements that apply to a claim payment being awarded from the Settlement Fund and therefore 

allow a Claimant’s Registered Attorney to receive and distribute the claimants’ compensation 

payments in order to expedite distributions. 

5.1.5.2. In the event there is a dispute concerning attorney fees or cost reimbursement 

relating to a Settlement Fund payment in which the Settlement Fund is on notice, no distribution 

will be made by the Settlement Fund to the parties connected with the dispute until they agree to 

resolve the dispute and provide the Settlement Fund with written confirmation of the resolution 

of the dispute. The Settlement Trustee may also enter a Special Master’s Fed. Rule Civ. P. 53 

Recommendation providing for the deposit of any Settlement Funds in dispute into an escrow 

account or into Court in order to facilitate the Settlement Fund’s administration or winding up 

and closure, any costs or expenses of which shall be borne solely by the parties involved in the 

dispute.

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6. Filing Fees and Settlement Trustee’s Costs and Sanction Assessment Authority.

6.1. The Settlement Fund does not require a filing fee in order to submit a claim. 

6.2. The Settlement Trustee may assess charges for any administration costs incurred by 

the Settlement Fund, including the Settlement Trustee’s hourly fees, against any portion of a 

Claimant’s award where the Trustee finds a claim or appeal demand to be in whole or in part 

fraudulent or frivolous.

6.3. The Settlement Trustee may assess (through a Special Masters’ Fed. Rule Civ. P. 53 

Recommendation) sanctions against a Claimant or Claimant’s attorney, including but not limited 

to any administration costs incurred by the Settlement Fund and/or the Settlement Trustee’s 

hourly fees, where the Trustee finds a claim or an appeal demand to be fraudulent or frivolous.

7. Lien Resolution Requirements and Procedures.

7.1. The Settlement Fund will not make any payment awards to a Claimant until all 

Liens related to the Claimant’s Settlement Fund award are resolved and/or provided for to the 

satisfaction of the Settlement Trustee where there exists a legal obligation on the Defendants, the 

Settlement Trustees, Class Counsel, or the Settlement Fund to withhold payment of a monetary 

award or settlement payment, or some portion thereof to a Settlement Class Member under 

applicable federal or state law. By way of illustration and not limitation, it will not pay any 

monetary award to a Claimant who is or was entitled to benefits under a Governmental Payer 

program, Other Governmental Payer program, or Medicare Part C or D Program prior to either 

(i) the Lien Administrator’s determination of the final amount needed to satisfy the 

reimbursement obligation that any Government Payer or Medicare Part C or Part D Program 

sponsor states is due and owing (as reflected in a final demand letter or other formal written 

communication), and satisfaction and discharge of that reimbursement obligation as evidenced 

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by the Lien Administrator’s receipt of a written satisfaction and discharge from the applicable 

Governmental Payer, Other Governmental Payer, or Medicare Part C and Part D program 

sponsor or other written proof of satisfaction reasonably acceptable to the Defendants (such as 

correspondence from each lienholder with the Settlement Class Member’s final lien amount and 

proof of payment); or (ii) the Lien Administrator’s determination of the “holdback” amount to be 

deducted from the monetary award under which such reimbursement obligation will be resolved.

7.2. Court Appointed Lien Administrator 

7.2.1. The Court has appointed ____________6as the Plan’s Lien Administrator to 

perform certain functions in connection with Liens that may be asserted by certain healthcare 

payers in order to protect the Plan and the Parties to the Settlement Agreement establishing the 

Plan.

7.3. Duties of the Lien Administrator

7.3.1. The Lien Administrator will perform certain functions in connection with Liens 

that may be asserted to assure these Liens, if any, are properly addressed prior to the Settlement 

Fund making a payment to a Claimant. 

7.3.2. The Lien Administrator’s general duties include acting on behalf of Claimants, 

the Settlement Fund, the Settlement Trustees, the Defendants, and/or their respective counsel for 

purposes of: (1) establishing processes to identify Liens that may be held or asserted by 

Governmental Payers and Other Governmental Payers (collectively “Government Payer Liens); 

(2) satisfying certain Government Payer Lien obligations, including any relevant reporting 

6 The Court is being asked to appoint Edgar C. Gentle, III, Esq. and his law firm, Gentle, Turner, 

Sexton & Harbison, LLC, to serve as Lien Administrator.

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obligations (whether Medicare Secondary Payer Act (“MSP”) or otherwise) under an alternative 

aggregate (global/mass management) lien resolution approach or assisting the Defendants with 

reporting obligations under a traditional (claim-by-claim) lien resolution approach by providing 

them with all necessary reporting information required to comply with reporting obligations; and 

(3) resolving Government Payer Liens related to medical items and/or services whether through 

a traditional (claim-by-claim) and/or alternative aggregate (global/mass management) process in 

each case associated with the Class Action Settlement and/or this Plan.

7.4. Claimant Lien Identification Obligation. 

7.4.1. Each Claimant, on his or her own behalf, and on behalf of his or her estate, 

predecessors, successors, assigns, representatives, heirs, beneficiaries, executors, and 

administrators, in return for the benefits and consideration provided in the Settlement Agreement 

and this Plan of Distribution, will indemnify and forever hold harmless, and pay all final 

judgments, damages, costs, expenses, fines, penalties, interest, multipliers, or liabilities, 

including the costs of defense and attorneys’ fees of, the Released Parties against any and all 

claims by Other Parties arising from, relating to, or resulting from (A) compensation or benefits 

received by a Settlement Class Member pursuant to this Settlement Agreement or the Plan of 

Distribution; (B) any undisclosed Lien relating to, or resulting from, compensation or benefits 

received by a Claimant pursuant to the Settlement Agreement or this Plan of Distribution and/or 

(C) the failure of a Claimant timely and accurately to report or provide information that is 

necessary for compliance with MSP, or for the Lien Administrator to identify and/or satisfy all 

Governmental Payers or Medicare Part C or Part D Program sponsors who may hold or assert a 

reimbursement right. The amount of indemnification will not exceed the total compensation 

awarded to the Claimant under this Plan of Distribution for the Claimant’s claim. CLAIMANTS 

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ACKNOWLEDGE THAT THIS SECTION COMPLIES WITH ANY REQUIREMENT TO 

EXPRESSLY STATE THAT LIABILITY FOR SUCH CLAIMS IS INDEMNIFIED AND 

THAT THIS SECTION IS CONSPICUOUS AND AFFORDS FAIR AND ADEQUATE 

NOTICE.

7.5. Governmental Payer Procedures

7.5.1. Identification of Governmental Payers

7.5.1.1. The Lien Administrator will affirmatively verify whether each Claimant (or 

his decedent if applicable) who will be paid a benefit under Part B and/or Part C of the Plan is or 

was entitled to benefits pursuant to the Medicare Program and/or the Medicaid Program. 

Claimants will cooperate with the Lien Administrator by providing information necessary to 

make these determinations by the Lien Administration Document Deadline, which is on the first 

Business Day 45 days after the Effective Date.

7.5.2. Satisfaction of Governmental Payer Obligations

7.5.2.1. The Lien Administrator shall verify and resolve all liens, claims, and or 

reimbursement interests of all Governmental Payers identified pursuant to § 7.5.1.1 for medical 

items and/or services which are related to or arise from each Claimant’s compensable injury.

7.5.2.2. Medicare Program Specific Rules: With respect to liens and/or 

reimbursement claims of the Medicare Program, each Claimant and such Claimant’s counsel 

agree to comply with the Lien Administrator’s protocols for resolution of the Medicare 

Program’s MSP claims, which specify that every Claimant is bound to the terms of those 

resolution agreements with the agency.

7.6. Other Governmental Payer Procedures

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7.6.1. Identification of Other Governmental Payers

7.6.1.1. Claimants and Claimants’ counsel will be solely responsible for selfidentifying to the Lien Administrator through the use of a Lien Administrator Questionnaire or 

otherwise all known Other Governmental Payers from which they are entitled to benefits that 

may have made any payments on behalf of such Claimant in relation to Claimant’s compensable 

injury. Claimants are required to complete and provide the Lien Administrator Questionnaire as 

part of their Claims Submission.

7.6.2. Satisfaction of Other Governmental Payers

7.6.2.1. For all Other Governmental Payers Identified pursuant to § 7.6.1.1, the Lien 

Administrator shall work with the applicable Claimant of Claimant’s Counsel to verify the 

resolution of all liens or reimbursement claims related to a Claimant’s compensable injury. Any 

Other Governmental Payers which are not identified as required pursuant to § 7.6.1.1

(Undisclosed Healthcare Payers Liens) are the sole responsibility of Claimant and such 

Claimant’s counsel to resolve and the Claimant shall defend indemnity and hold harmless 

(including attorneys’ fees) the Plan, the Settlement Trustees, the Parties to the Settlement 

Agreement, the Administrator and Lien Administrator against any claims or liability relating to 

Undisclosed Healthcare Payers Liens.

7.7. Cooperation

7.7.1. Claimants and Claimant’s counsel agree to cooperate with procedures and 

protocols established by the Lien Administrator, including, but not limited to, providing the 

requested information and authorizations to the Lien Administrator in the timeframe specified for 

doing so, as a prerequisite to receiving compensation and/or settlement benefits. 

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7.8. Distribution Holdbacks for Liens

7.8.1. If requested by the Settlement Trustee, the Lien Administrator will provide 

instructions to the Administrator regarding the amounts of Claimant’s Settlement Fund Awards 

the Settlement Fund should hold back from distributions until such time as the Lien 

Administrator determines: (A) the amount to resolve any and all reimbursement interests of 

Governmental Payers, or (B) the “holdback” amount under which such Governmental Payers and 

Other Healthcare Payers claims shall be resolved (“Holdback Amount”) to allow for the partial 

release of Settlement Fund award payments to Claimants.

7.9. Scope of Lien Administrator Engagement

7.9.1. The Lien Administrator shall be responsible for identifying and resolving only the 

Government Payer Liens described in §7.3.2. Any other Liens not described in §7.3.2, including 

Private Third Party Payer/Provider liens, shall be the sole responsibility of the Claimant and/or 

Claimant’s counsel to resolve and provide sufficient proof to the Settlement Trustee thereof. 

7.10. Language Does Not Expand/Create Rights

7.10.1. Nothing in this Plan or in the Settlement Agreement or Final Order in the 

Williams Action shall be construed as expanding the legal rights of any claim or lien holder for 

reimbursement of any lien, assignment, or claim or any portion of same thereof asserted against a 

Claimant and a Claimant’s counsel beyond those rights currently provided under applicable law.

8. Settlement Fund Claim Audits and Anti-Fraud Plan; Settlement Agreement § 3.10.3

Claim Reviews.

8.1. The Settlement Fund shall adopt and maintain policies, procedures and protocols for 

auditing the integrity of the claims process. The Settlement Fund’s initial Anti-Fraud Plan is 

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annexed to this Plan and will be published on the Settlement Fund’s website. The Anti-Fraud 

Plan will be implemented fairly, fully and without deviation.

8.2. The Settlement Trustee and/or the Administrator, after consultation with Class 

Counsel, may in their respective discretion request that the Court permit modification of, or 

additions to the Anti-Fraud Plan in order to protect the integrity of the Settlement Fund and the 

Claims Process. Class Counsel shall have a right to be heard by the Court regarding any 

modifications. Court approved modifications to the Anti-Fraud Plan will be published on the 

Settlement Fund’s website.

8.3. The Settlement Trustee and/or the Administrator may suspend the processing of one 

or more individual or categories of Claims Submissions during audits or during its consideration 

of whether to implement or take action pursuant to the Settlement Fund’s audit rights. If either 

the Settlement Trustee or Administrator determines that a claim submission is fraudulent, the 

Settlement Trustee and/or Administrator, as the case may be, shall report the finding to the 

District Judge and/or Magistrate Judge presiding over the Williams Action. Further, in the event 

the Settlement Trustee and/or Administrator determines that fraudulent claims, information or 

evidence has been provided to the Settlement Fund, the Settlement Trustee may, in addition to 

other sanctions or remedies available under law, and after giving the subject Claimant and

claimant’s attorney notice and opportunity to be heard, penalize the subject Claimant or the 

claimant attorney by any or all of the following actions: (A) disallow the Claim Submission or 

Claim Submissions submitted by subject Claimant or the claimant attorney; (B) impose the costs 

associated with the audit and any future audit or audits of such Claimant or claimant attorney’s 

Claim submissions; (C) refuse to accept additional claims, information or evidence from the 

subject Claimant or claimant attorney; (D) recommend or seek the prosecution of the Claimant or 

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claimant’s attorney for presenting a fraudulent declaration in violation of 18 U.S.C. §§ 1621, 

1746; and/or (E) seek sanctions from the Court.

8.4. Defendants will have no role in nor any responsibility for the administration of the 

Plan’s Fraud Prevention Provisions. However, pursuant to § 3.10.3 of the Settlement Agreement 

Defendants may during the claims review process ask the Administrator to review a specific 

approved claim or claims other than EIF claims based upon assertions of fraud in the claim 

submission or mistake in the adjudication of the claim. Such requests to the Administrator by 

Defendants must be in writing, with a copy to Class Counsel, and provide a good faith basis 

stating with particularity the circumstances constituting fraud or mistake. The number of review 

requests is limited to no more than ten percent (10%) of the total number approved claims by the 

Settlement Administrator during the Plan’s entire administration, with any fraudulent claims 

found in audits conducted pursuant to a request or requests not counting towards the ten percent 

(10%) limit. A disagreement by Defendant or any insurer of a Defendant with an approved 

claim’s qualifying injury level diagnosis that is correctly based upon a source allowed by the 

Plan shall not be grounds for requesting that a specific claim be reviewed. All requests by 

Defendants for a review under this Section shall be submitted to the Settlement Administrator no 

later than 60 days after the Claims Determination Deadline. Valid, substantiated review requests 

will be processed according to its type as follows:

8.4.1. Alleged Mistake Reviews: The Administrator shall review the claim of mistake 

in the subject adjudication including, if in its discretion such is necessary, requesting additional 

information about or auditing the claim to make a determination of claim eligibility. The 

Settlement Administrator will report its finding to the Settlement Trustee, Defendants, and Class 

Counsel. Where the Claimant or Claimant’s Registered Law Firm was requested to provide 

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information in connection with the review and/or the claim adjudication is modified as a result of 

the review, the Claimant or Claimant’s Registered Law firm will also be informed of the finding. 

The review determination of the Administrator under this section of the Plan is final and nonappealable as to Defendants. Any modification of adjudication of an approved claim will proceed

in accordance with § 4.6.1 of this Plan.

8.4.2. Alleged Fraud Reviews: The Administrator shall review claims of fraud in the 

claims submission, including, if in its discretion such is necessary, requesting additional 

information about, or auditing the claim, and report its finding to the Settlement Trustee. The 

Settlement Trustee upon review of the claim material and report of the Administrator, will make 

a determination of eligibility of the claim. The Settlement Trustee will report her finding to the 

Defendants and Class Counsel. Where the Claimant or Claimant’s Registered Law Firm was 

requested to provide information in connection with the review and/or the claim adjudication is 

modified as a result of the review, the Claimant or Claimant’s Registered Law firm will also be 

informed of the finding. This determination by the Settlement Trustee is final and non-appealable

as to the Defendants.

8.4.2.1. The results of all audits under this section shall be reported to all Parties.

9. Settlement Fund Allocations, Adjudication Schedules, Payments and Distributions.

9.1. Allocation of the Settlement Funds.

9.1.1. The Settlement Fund will be held and used for the benefit of Settlement Class 

Members and distributed to them under the provisions of this Plan. The Settlement Fund will 

make the allocations in the order they are listed below. The Settlement Trustee will make 

payments to eligible Claimants from the Settlement Fund and Sub-Funds in accordance with the 

provisions of this Plan. 

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9.1.2. In executing the provisions of the Plan, references to “Settlement Fund” shall 

refer to the Settlement Fund net of the reserves for expense payments, the reserves for payment 

of Class Representative service awards, and the respective payments thereof, and shall include 

any net income earned on investment of the Settlement Fund. 

9.2. Payment of Unfunded Administration Costs and Expenses and Class Representative 

Service Awards. 

9.2.1. Prior to making any compensation payments to Settlement Class Members as 

provided in this Plan, the Settlement Trustee shall create a reserve allocation from the Settlement 

Fund sufficient to pay Class Representative service awards as approved by the Court and all 

known or forecasted unfunded liabilities and expenses of the Settlement Fund and its 

administration which were not paid or reserved for from the Settlement Cost Fund (“Unfunded 

expense/liability”). 

9.2.2. The Settlement Trustee shall pay all unfunded liabilities and expenses of the 

Settlement Fund and Administration out of the Settlement Fund.

9.2.3. Prior to the submission of the Settlement Fund’s proposed distribution schedules 

to the Court for approval under § 9.4.2 of this Plan, the Settlement Trustee will make provision 

for payment of the Class Representative service awards granted by the Court in accordance with 

§ 9.2.1. above. 

9.3. Compensation Parts Sub-Funds and Sub-Fund Allocations.

9.3.1. Part A Base Compensation Payments Allocation: The sum of $6.25 million is 

allocated from the Settlement Fund for payment of Part A Payments Base Compensation 

Payments. This allocation shall be the “Part A Sub-Fund”.

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9.3.2. Part B Supplemental Compensation Payments Allocation: The sum of $59.75 

million is allocated from the Settlement Fund for payment of Part B Payments Supplemental 

Compensation Payments. This allocation shall be the “Part B Sub-Fund initial allocation”. In 

determining the amount of the Part B Sub-Fund available for Part B awards, the Settlement Fund 

will deduct from the Part B Sub-Fund initial allocation the aggregate amount of payments or 

reserves for Class Representative service awards as approved by the Court and unfunded 

administration expenses required in § 9.2.1 above.

9.3.3. Part C Supplemental Compensation Payments Allocation: The sum of $6.5 

million is allocated from the Settlement Fund for the Plan’s Extraordinary Injury Fund (“EIF”). 

This allocation shall be the “Part C EIF Sub-Fund initial allocation”. In determining the 

amount of the Part C Sub-fund available for Part C awards, the Settlement Fund will add any 

spillover reallocations of the Part A Sub-fund under § 3.1.8 to the Part C Sub-fund.

9.4. Schedules of Approved and Disapproved Claimants.

9.4.1. Master Claims Adjudication Report. 

9.4.1.1. Following the Effective Date and completion of claims processing and prior 

to the submission of any application to the Court under the Plan for approval of proposed claim 

distributions, the Settlement Administrator will prepare and submit to the Settlement Trustee a 

confidential report of payments to be made from the Settlement Fund and claims for payment 

from the Settlement Fund that were denied (the “Master Claims Adjudication Report”). The 

report will include, for each claim to be paid or denied upon Court Approval of the schedules of 

distributions: (a) the date the Claim Submission was received; (b) the name and address of the 

Claimant; (c) the name and address of counsel for the Claimant on the Claim, if any; (d) the 

name and date of birth of the Injured Person associated with the Claim Submission; (e) the 

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disease or diagnosis of the Injured Person on which the Claim Submission is based; (f) the name 

and address of all physicians or medical professionals whose reports or documentation were 

included in the Claim Submission; (g) the dates of the Injured Person’s alleged exposure to 

Emtal Talc; and (h) the amount of the payment to be made to the Claimant or, if payment was 

denied, the reason for the denial. 

9.4.1.2. The Master Claims Adjudication Report is an internal administrative report 

for the Settlement Trustee’s administrative use, shall be deemed and maintained a Confidential 

document under the Court’s Discovery Confidentiality Order, and shall not be publicly available 

or disclosed. The Settlement Trustee, however, will provide a copy of the report to Class Counsel 

and Defendants pursuant to Settlement Agreement § 3.10.4, which copies or contents Defendants 

may use or disclose only as provided in Settlement Agreement § 3.10.5.

9.4.2. Distribution Schedules.

9.4.2.1. Following the Effective Date and completion of claims processing and 

adjudication of all claims, the Administrator shall compile and provide to Settlement Trustee, 

with a copy to Class Counsel: 

(A) A schedule of approved Part A Claimants including the number of 

Part A shares awarded each;

(B) A schedule of disallowed Part A Claimants;

(C) A statistical summary of the number of Part A claims approved and 

disallowed and the amount of a Part A shares;

(D) A schedule of approved Part B Claimants and claims including the 

Part B Claim Level awarded their claim;

(E) A schedule of disallowed Part B claims; 

(F) A statistical summary of the number of Part B claims approved and

disallowed and the dollar amount applicable to each Part B Level;

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(G) A schedule of approved Part C EIF Claimants including the amount 

of EIF compensation awarded each;

(H) A schedule of disallowed Part C claims; and

(I) A statistical summary of the number of Part C EIF claims approved 

and disallowed and the range and average of the EIF payments.

9.5. Court Distribution Authorization and Payment of Approved Claims.

9.5.1. Court Distribution Authorization Process

9.5.1.1. Following the Settlement Trustee’s review and approval of the 

Administrator’s claim schedules and statistical summaries she will publicly file copies of the 

statistical summaries identified in § 9.4.2.1 with the Court along with entering on the Williams

Action’s record one or more Settlement Trustee’s Recommendations under Fed. R. Civ Pro. 53 

relating to Court approval of each Plan Parts’ respective distribution and disallowed claims 

schedules (“Distribution Recommendations”). The Distribution Recommendation(s) shall be 

filed under seal to the extent necessary to protect Class Members’ and Claimants’ personally 

identifiable information from disclosure. The Settlement Trustee in her discretion may make 

separate Distribution Recommendations and/or disbursements as to each Part in order to expedite 

payments as to Parts that are administratively ready to make distribution.

9.5.2. Payment of Approved Claims.

9.5.2.1. Payment of Approved Part A Claims: Upon the Court’s approval and 

adoption of the Settlement Trustee’s Part A Distribution Recommendation, the Settlement Fund 

shall pay each approved Part A Claimant his or her Base Compensation Award(s) in accordance 

with the approved distribution schedule as soon as practicable. The payment may be aggregated 

and paid along with a Claimants’ other Plan Part claim awards. No payments will be made prior 

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to the Settlement’s Effective Date. Individual claims will not be paid until cleared for payment 

by the Lien Administrator.

9.5.2.2. Payment of Approved Part B Claims: Upon the Court’s approval and 

adoption of the Settlement Trustee’s Part B Distribution Recommendation, the Settlement Fund 

shall pay each approved Part B Claimant his or her Part B Part Supplemental Compensation

share award in accordance with the approved distribution schedule as soon as practicable. In the 

Settlement Trustee’s discretion, the Part B payments may be in multiple or partial disbursements 

and/or aggregated and paid along with a Claimants’ other Plan Part claim awards. No payments 

will be made prior to the Settlement’s Effective Date. Individual claims will not be paid until 

cleared for payment by the Lien Administrator.

9.5.2.3. Payment of Approved Part C Claims. Upon the Court’s acceptance and 

adoption of the Settlement Trustee’s Part C EIF awards Recommendation, the Settlement Fund 

shall pay each approved Part C Claimant his or her EIF award as soon as practicable. In the 

Settlement Trustee’s discretion, the Part C payments may be in multiple or partial disbursements 

and/or aggregated and paid along with a Claimants’ other Plan Part claim awards. No payments 

will be made prior to the Settlement’s Effective Date. Individual claims will not be paid until 

cleared for payment by the Lien Administrator.

9.5.2.4. Where a Claimant is represented by a Registered Law Firm, the claims 

payment will remitted to Claimant’s Registered Law Firm through either electronic funds 

transfer into the law firm’s trust or escrow account or a check drawn to both Claimant and 

Claimant’s Registered Law Firm as the Administrator is instructed by Claimant’s Registered 

Law Firm. 

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9.6. Residual Settlement Funds. 

9.6.1. Should there be residual money left in the Settlement Fund following distributions 

or attempted distribution according to the Court approved Claimant lists, including any 

investment income or uncashed distribution remittances, which in the Trustee’s sole, unfettered 

and complete discretion believes would be uneconomical or impracticable to further distribute to 

Class Members under Part B, the funds shall be donated to an educational, research or medical 

institution or organization dedicated to the advancement of treating, reducing or eradicating 

asbestos or talc disease selected jointly by the Settlement Trustee and Class Counsel.

10. Governance and operation of the Settlement Fund.

10.1. The Settlement Fund together with the income earned thereon shall be held in trust 

by the Settlement Trustee for the use and benefit of the Settlement Class Members as provided in 

this Plan.

10.2. The Settlement Trustee is authorized and directed to distribute the Settlement Fund’s 

assets in accordance with the provisions of the Settlement Agreement, this Plan and any CAP entered 

by the Court. In addition to the powers expressly stated in this Plan, the Settlement Agreement, the 

Preliminary Approval Order and The Final Approval Order, the Settlement Trustee shall have all 

powers, authorities and rights reasonably necessary or appropriate to carry out the provisions of this 

Plan.

10.3. The Settlement Trustee, Administrator and Lien Administrator shall administer the 

provisions of the Plan, as well as perform their respective duties, in favor of Settlement Class 

Members with the goal of achieving the fair, timely, equitable and efficient determination of 

claims submitted to the Settlement Fund. In adjudicating claims, all reasonable inferences of 

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evidence and/or any reasonable doubt will be resolved in favor of allowing a claim or increasing 

an injury category. 

10.4. The Settlement Trustee may delegate to the Administrator and the Lien 

Administrator such powers and authorities permitted to the Settlement Trustee which the 

Settlement Trustee, in the Settlement Trustee’s discretion, deems advisable or necessary in order 

to carry out the terms and purposes of the Plan. 

10.5. Subject to the limitations set forth in this Plan, the Administrator is authorized, 

empowered and directed to perform all administrative and ministerial activities and functions of 

the Settlement Fund necessary to carry out the Plan, including the authority to make in the first 

instance all adjudications on a claimant’s eligibility for and/or the amount of compensation to be 

awarded for an injury where determinations of eligibility and/or a claim level or monetary 

amount is required to determine a claim (referred to as “Administrator Adjudications”).

10.6. Unless and until the Trustee directs otherwise, or the Plan assigns the function to 

another entity, all ministerial and administrative functions, including accounting, information 

technology and implementation of internal controls necessary to carry out the Plan, are delegated 

to the Administrator and shall be its responsibility to perform, implement or maintain.

10.7. The Settlement Trustee, the Administrator, or Class Counsel may not offer or 

provide Claimants, Claimants’ attorneys or Class Members with any advice or guidance on tax, 

probate or benefit matters, including eligibility for future Medicare, Medicaid or state welfare 

programs, or workers compensation other than to advise Claimants that they should discuss and 

consider tax, probate and benefits matters in connection with the Claim and seek appropriate 

expert advice. 

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10.8. The Settlement Trustee or Administrator may not extend the Claim Filing 

Deadline, the Documents Submission Deadline, Opt-out Deadline or any other deadlines set by 

the Court relating to the Settlement or POD, time being of the essence for these deadlines. The 

Settlement Trustee may for good cause modify the deadline for Lien Administration matters by 

Recommendation entered of Record and published on the Settlement Website.

10.9. All Claim submission, documents, authorizations, communications, notices or 

evidence submitted to the Administrator are submitted in confidence and pursuant to settlement 

negotiations and are deemed confidential and privileged. They shall not be released to any party 

or entity without approval of the Court, except as provided in the Settlement Agreement. Nothing 

herein shall be construed to entitle any party or entity to discovery of any Claim Submission or 

group of claim submissions; nor shall any provision herein be cited in support of any request for 

discovery in any proceeding. Absent consent or authorization of a Claimant or its Registered 

Attorney or Law Firm, or direction from the Court, the Settlement Trustee and the Administrator 

will reasonably contest and resist any effort to subpoena records, documents or information in 

the Settlement Fund’s possession, custody or control. 

10.10. Class Counsel has the exclusive right to nominate to the Court for approval the 

Settlement Trustee, the Administrator, the Lien Administrator and any successor of these should 

one be necessary. 

10.11. Class Counsel may offer or provide advice to the Settlement Trustee and 

Administrator on general administration matters and processes and may take positions they deem 

proper before the Court on any administration matters where Court action is requested or 

involved. 

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10.12. Where necessary to address Plan distribution issues that arise and are not provided 

for in the Plan’s terms, the Settlement Trustee, with the advice and consent of Class Counsel, 

may enter a recommendation to the Court for a Court Approved Procedure (CAP) addressing the 

issue. 

10.13. Consent and Consultation Procedures: Where advice, consultation or consent of 

Class Counsel is required under the Plan or Settlement Agreement, the Settlement Trustee shall 

provide notice to Class Counsel of the specific action, policy or amendment that is proposed. The 

Trustee shall not take any action on the proposal unless and until the Settlement Trustee and 

Class Counsel have engaged in the advice, consultation or consent process. Any disagreements 

shall be brought to the Court’s attention by either requesting a CAP, and the Court shall 

summarily determine the issue or refer the issue to a Magistrate Judge for determination.

10.14. All Settlement Class Members, Claimants Law Firms and their attorneys or any 

person making a claim against any part of the Settlement Fund or Cost Fund, shall be deemed to 

have submitted to the exclusive jurisdiction of the Court for any suit, action, proceeding, or 

dispute arising out of, or relating to this Settlement Agreement or the Plan of Distribution.

11. Settlement Trustee’s Adjudicative Powers.

11.1. Claim and claim dispute and challenge adjudications: The Settlement Trustee 

shall have the full and complete, and non-reviewable authority and power to determine any and 

all issues, disputes, contests, disagreements or challenges of Claimants relating to the

Administrator determination, adjudication or any action relating to one or more claims, including 

but not limited to the determining any dispute or disagreement on the eligibility of Claimant to 

participate in the Plan, a Claimant’s compensation entitlement (including an Administrator’s EIF 

claim recommendation) or the Administrator’s valuation or categorization of claim. The Parties 

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to the dispute proceeding shall be only the aggrieved Claimant and the Administrator. The 

Settlement Trustee determinations shall be final, conclusive and not appealable.

11.2. Individual Claimant’s Attorneys’ Representation, Fees and Cost Issues: The 

Settlement Trustee shall also have the power and authority as a Special Master to hear, 

determine and resolve any and all controversies or disputes concerning individual claimants’ 

attorney’s representation of claimants or claims that are connected to or arising out of claim 

payments from the Settlement Fund, including but not limited to the power to determine any 

dispute, disagreement or controversy as to entitlement to an attorneys fee, which attorney 

represents an individual claim or claimant where multiple attorneys claim to represent an 

particular claimant or claim; the amount of fee or the allocation of the among competing 

counsel representing a Claimant. The Parties to the proceeding shall be only the subject 

Claimant if aggrieved, and the attorney or attorneys involved in the controversy or dispute. The 

Special Master and the Court will have jurisdiction over such parties and the claim. The 

Settlement Trustee will enter a Recommendation award on matters submitted to it which unless 

the parties appeal to the District Court in accordance with the Rules of Court shall be final and 

conclusive.

11.3. The Settlement Trustee shall determine, set and inform the parties before it on the 

process and record for any dispute or contest proceedings. Hearings, if any, may be conducted in 

person, telephonically or through videoconferencing. The Trustee shall decide each dispute with 

a written award served upon the parties to the proceeding and, if not a party, the Administrator.

11.4. The Settlement Trustee in addition to its authority under § 6 of this Plan, may in its 

discretion establish and require payment of a reasonable filing fee should the number or nature of 

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disputes, challenges or controversies brought to it warrant imposition of such fees to protect the 

Settlement Fund.

11.5. Notwithstanding anything to the contrary in this Plan, the Settlement Trustee shall 

not have the authority nor any responsibility to hear, determine or adjudicate in any way the 

allocation among family members, heirs, personal representatives, or any other persons relating 

to Derivative Claim Shares paid in accordance with the Plan. That obligation and responsibility 

is solely the Primary Claimant’s and Claimant’s attorneys.

[Balance of Page Intentionally Blank]

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Appendix A

to

Williams Emtal Talc Settlement Fund Trust

Plan of Distribution 

ANTI-FRAUD CLAIMS AUDIT PROGRAM

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Settlement Fund Claims Audit Program 

Pursuant to Section 8.1 of the Williams Emtal Talc Settlement Fund Trust Plan of Distribution (the

“Plan”), the Settlement Trustee of the Williams Emtal Class Action Settlement Fund Trust (the 

“Settlement Fund”) authorizes and adopts the following “Settlement Fund Claim Audit Program”

setting forth the procedures and protocols for auditing the integrity of the claims and/or claims 

procedures application process ”) in order to ensure that claims to the Settlement Fund are

legitimate and in compliance with all terms and conditions of the Plan, Plan PDPs and the 

Electronic Filer Agreement (“EFA”). 

Purpose, General Description and timing of the Audit Program

The purpose of the Audit Program is to ensure (1) that the Settlement Fund accepts and pays only 

legitimate claims presented by or on behalf of legitimate claimants that are eligible to share in the 

Settlement Fund under the Plan; and (2) that each claimant or law firm representing a claimant 

maintains during and through the claims administration process any documentation they possess 

that supports the claim submitted electronically or via hard copy claim form. The audit of claims 

will be performed prior to distribution to claimants.

Audit Sample Selection

The Settlement Administrator, Verus LLC (“Verus”), will randomly select from the population of 

reviewed and qualified claims filed with the Settlement Fund a sample of claims for audit. The 

sample size will be based achieving a confidence level of 95% and a maximum margin of error

(ME) of 5%.

Each Claimant and Claimant’s Law Firm, if any, of each claim selected for

inclusion in the audit sample will be informed that their claim has been selected for audit under 

this PDP as part of the Settlement’s Fund’s claim integrity program. Law Firms will be afforded

a twenty (20) day opportunity from the date of notice to satisfactorily provide any requested

claim documentation for each claimant selected. If a claimant or Law Firm fails to comply

with the audit request, the Settlement Trustee may at her discretion direct Verus to reject 

the claim, or if a Law Firm is involved and represents more than one claimant 

before the Settlement Fund, suspend payment of all claims filed by such non-responsive

Law Firm, or take such other action as the Settlement Trustee deems appropriate, including, but 

not limited to, recommending imposition of any sanctions available under Rule 11 of the Federal 

Rules of Civil Procedure. Verus will complete the audit of a selected claim within thirty (30)

days following submission by the c l a i m a n t o r Law Firm of all requested claim information

to Verus.

Documentation Requirements

For each claim sampled, the claimant or Law Firm as the case may be will be required to provide 

any or all non-privileged documents of the types listed below, as may be specified by the 

Settlement Administrator, that the claimant or law firm possesses and relied upon in submitting 

the subject claim to the Settlement Fund:

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1. Complaint or Amended Complaint showing Underlying Lawsuit filed and served against 

Engelhard/BASF (b) which lawsuit credibly asserted in good faith an asbestos injury 

caused by alleged exposure to Emtal Talc and (c) which lawsuit was dismissed as to 

Engelhard/BASF voluntarily or involuntarily

2. Answers to interrogatories

3. Transcripts of depositions of the claimant and/or co-workers

4. Verified work histories

5. Social Security records

6. All exposure affidavits executed by the claimant, co-workers, or family members related 

to the claim.

7. All B-reading interpretations and ILO forms (except for mesothelioma claims).

8. All chest x-ray/chest CT scan reports (except for mesothelioma claims).

9. All pulmonary function tests (including tracings and flow volume loops) for Severe 

Asbestosis and Asbestosis/Pleural Disease with reduced pulmonary function claims only.

10. All pathology or autopsy reports documenting asbestosis, asbestos-related pleural disease, 

malignant mesothelioma or a primary carcinoma of the lung, colon, esophagus, larynx, 

pharynx or stomach.

11. Admission, history and physical and discharge summaries of any hospitalizations for 

asbestos-related disease and/or any malignant disease which is recognized as compensable 

under the Plan.

12. All physical examination or pulmonary consultation reports.

13. All non-privileged interpretive reports provided by experts retained by counsel or the 

claimant to review tests, x-rays, or diagnostic reports in order to render an opinion.

The Settlement Fund will not require the production of original x-ray films and will not be rereading such films or retesting claimants in the normal course of the claims audit. However, the 

Settlement Fund will reserve the right to request such original evidence and to expand the scope 

of the audit for targeted populations of claims in the event a pattern of submitting misleading or 

potentially fraudulent information is found. The standard of analysis for such a pattern shall not 

be based on the existence of questions of fact among the various testimonial sources, but rather on 

evidence of an actual intent to deceive or defraud the Settlement Fund. Both the Settlement Fund 

and the claimant/attorney shall be afforded all due process by the Settlement Trustee in resolving 

any merits issues on existence of such evidence.

Review

Verus will review all documentation provided by the claimant or law firms in a timely manner in 

order to answer the following questions relative to each claim:

1. Is there documentation in the Claimant’s, Claimant’s Law Firm’s or Settlement Fund’s 

database, including the archive documents referred to in the Williams Action Settlement 

Agreement, to support the legitimacy of the claim submitted to the Settlement Fund, 

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including proof that the Claimant is either the Injured Person in the Underlying Lawsuit on 

which class membership is based or the personal representative or heir of such Injured 

Person?

2. Where applicable, is the medical documentation submitted consistent with established 

medical guidelines for establishing a diagnosis of an asbestos-related disease and 

supportive of the disease level submitted to the Settlement Fund?

Issue Resolution

In the event of any findings of concern, Verus will communicate the details of the findings to the 

Claimant and Claimant’s Law Firm and request additional information, explanation or response. 

If the Claimant or Claimant’s Law Firm fails to provide additional information, or successfully 

dispute the findings within a twenty (20) day period, Verus will inform the Settlement Trustee and 

obtain instruction on the appropriate course of action to be followed to resolve the issue.

Audit processing and status and any issues observed or encountered will be discussed with the 

Settlement Trustee on a regular basis throughout the course of the audit. If any patterns of 

particular concern are discovered, the scope of the audit may be expanded and/or focused through 

additional targeted sampling to determine the extent of the issue.

The Trustee reserves the right to adopt any other reasonable, or generally accepted audit 

procedures that the Trustee deems appropriate and warranted as circumstances may dictate.

Management Representation Requirement

Upon conclusion of the audit, each Law Firm will be required to sign a law firm management 

representation letter in the form attached hereto as Exhibit A.

Reporting of Results

Upon the conclusion of the audit, Verus will produce a confidential report to the Settlement Trustee 

summarizing the findings and recommending specific actions to be taken as a result of any 

systemic issues identified or adverse findings that require corrective and/or disciplinary action. 

Depending on the nature of the issue to be addressed, such action may involve revisions to claims 

materials, filing requirements or the electronic filing system, or possible sanctions in the event of 

findings of fraud or abuse. Verus will communicate any potentially adverse findings to the Law 

Firm and the Settlement Trustee, and the firm will be given an opportunity to resolve any concerns 

before any follow-up actions or imposition of sanctions are taken by the Settlement Trustee. The 

particular nature of any sanctions to be imposed will be discussed as the need arises.

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Date

Via Regular Mail or E‐mail (_______@verusllc.com)

Verus Claims Services, LLC

3967 Princeton Pike

Princeton, NJ 08540

Attention: _________

Re: Verus Claims Audit, Claimant (Insert Claimant Name, Claim ID)

To Verus Claims Services, LLC:

On behalf of the law firm of ______________________________ the we are providing this management 

representation letter in connection with the claims audit performed by Verus Claims Services, LLC (“Verus”) covering 

Claim ID # (INSERT CLAIM ID NUMBER) for (INSERT CLAIMANT NAME).

The undersigned is competent and authorized to make the representations set forth herein.

We understand that the claims audit was to be conducted pursuant to the claims audit program adopted by the 

Settlement Fund pursuant to the Williams Emtal Talc Settlement Fund Trust Plan of Distribution. We further 

understand that the Williams Emtal Talc Settlement Fund (Settlement Fund) has conducted this audit through Verus 

to ensure (1) that the Settlement Fund accepts and pays only legitimate claims presented by or on behalf of legitimate 

claimants that are eligible to share in the Settlement Fund under the Plan; and (2) that each claimant or law firm 

representing a claimant maintains during and through the claims administration process any documentation they 

possess that grounds or supports the claim submitted electronically or via hard copy claim form.

We acknowledge our responsibility, as the filing law firm, to comply with the requirements of Rule 11(b) of the 

Federal Rules of Civil Procedure in presenting information to the Settlement Fund and to provide all non‐privileged 

documentation required by the Settlement Fund’s claims audit programs.

We confirm that all of the claimants to the Settlement Fund we are representing, including the Claimants selected for 

audit that we represent, are either the Injured person in the Underlying Lawsuit on which class membership is based 

or the personal representative or heir of such Injured Person. In making this representation we have either first-hand 

knowledge of the Claimant’s identity and relationship to the Injured Person in the Underlying Lawsuit or have taken 

sufficient and appropriate investigatory measures to verify their identity and relationship of the Claimant to the Injured 

Person in the Underlying Lawsuit.

We confirm, to the best of our knowledge and belief, as of the date of this letter, that we have provided the Settlement 

Fund with complete and accurate copies of all of the non‐privileged documents requested and required by the audit of 

the above-named claimant(s) pursuant to the terms of the claims audit program.

We acknowledge that Verus on behalf of and at the direction of the Settlement Fund may, to the extent permitted by 

the Settlement Fund’s claims audit program, request additional non‐privileged information or explanations.

Yours truly,

_________________________________________

(Signature)

___________________________________________

(Title)

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