Exhibit E

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34UNITED 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

DECLARATION OF MARK 

ZABEL

I, MARK ZABEL, being of majority age do pursuant to 28 USCS § 1746 declare as 

follows:

1. I have worked for Verus, LLC since 2014, and have served in the 

capacity of Director of Analytics from 2016 through July 2019. Prior to that I was 

president of Straight Line Performance Solutions, LLC, a company that provided

business decision making analysis and consulting services.

2. My qualifications and experience are set forth in Exhibit A. To briefly 

summarize, I hold two Masters of Science Degrees from the Ohio State University, 

one in the fields of Statistics and one in Electrical Engineering. I have developed 

over my career considerable knowledge, training and experience in information and 

data systems, computer programing and software applications (especially that 

pertinent to analytical forecasting and data mining) and business decision analysis

techniques. I am certified in Six Sigma methodology.

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3. Among the consulting and claims administration services/resolution 

services Verus offers to industry, regulators, insurance carriers and claimant or 

defense counsel involved in asbestos injury litigation and/or claims management is 

liability forecasting. These are statistical and analytically based predictions or 

estimates of liability and/or claims and in particular are often forecasts or estimates 

of asbestos liability claim volume and/or transactional or indemnity (liability) 

exposure. These forecasts or predictions are germane to finance and risk 

management, structuring settlements, ensuring equitable payouts to claimants and 

effectively managing the operations of a business. Verus’ estimates are regularly 

performed and used to develop, support, justify or evaluate business or financial 

transactions, Chapter 11 bankruptcy plans, Section 524(g) asbestos claims 

resolution facilities, insurance claim or coverage dispute positions or mass tort 

settlements. Since joining Verus I have been responsible for both performing the 

analytical and forecasting work on these projects as well as managing Verus’ staff 

members who perform or assist in providing its services in this area. I have lectured

at professional seminars on liability forecasting and claim estimation.

4. Verus was asked by the Plaintiffs’ Counsel in Williams to estimate 

class size, identify class members from records and databases for purposes of 

developing class notice mailing lists and claims administration processes, and assist 

counsel in their devising a proposed Plan of Distribution (“POD” or “Plan”) to 

distribute the proposed settlement’s proceeds in a fair, equitable and efficient

manner. The latter task required development of liability claim forecasting models 

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to enable testing of assumptions going into the Plan design and estimating the Plan 

payouts under various scenarios. As all of the aforementioned tasks required data 

acquisition or data development, data/information organization, data modeling and 

application of analytical and modeling techniques that my work group at Verus 

regularly performs for Verus’ liability and claims forecasting engagements, I was 

assigned and undertook responsibility for assembling, obtaining, deriving where 

necessary, processing and analyzing the data and information necessary to make 

the lists, estimates, forecasts and computations requested by Plaintiffs’ Counsel to 

support the proposed class action settlement and the development of a Plan of 

Distribution. The work on these assignments was done either by me personally—

especially with respect to deriving relative asbestos disease payment ratios and 

designing the claims forecast models that Verus produced—or done under my 

direction and review by Verus analytical staff members. The latter involved tasks

that were mainly data acquisition and assembly, processing and mining. As to these 

Robert Koehl, a Verus data analyst in my work group, mainly did the work. 

5. My colleagues and I estimate that the Williams Class could include as 

many as 18,721 potential Class Members who meet the Class Definition. The 

estimate of 18,721 potential Class Members includes both the plaintiffs who 

developed an asbestos disease injury and derivative plaintiffs such as spouses or the 

children/parents of deceased asbestos claimants who died due to their asbestos 

disease.

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6. We derived this estimate starting from information obtained in the

Williams Action discovery that identified plaintiffs filed cases against Engelhard 

Corporation or later BASF Catalysts LLC after it acquired Engelhard that alleged

an asbestos injury caused by exposure to Emtal Talc. We also looked at other 

asbestos claim datasets supplied to Verus on a confidential basis by law firms that 

had previously represented individual plaintiffs in Underlying Lawsuits against 

Engelhard or BASF based on Emtal talc, such as electronic claimant data supplied 

by Bevan and Associates. The dataset supplied by the Bevan firm included 

information on asbestos claimants represented by four Ohio law asbestos claimant 

firms: the Bevan, Cooley, Smith and Spangenberg law firms (referred to collectively 

in our analysis as “BCSS”). Verus further reviewed and extracted names and other 

identifying information from certain asbestos injury complaints filed in Mississippi 

and Texas against Engelhard/BASF in which either hundreds or thousands of 

plaintiffs were named and joined into a single massive suit.

7. After compiling and analyzing the above information Verus undertook 

to eliminate duplicate individuals through several steps:

(a) In the first phase, we aggregated all of the available plaintiff database

information provided to Verus purporting to identify plaintiffs who had sued 

Engelhard/BASF, including the BCSS claimant datasets, along with information 

that was derived from the Mississippi/Texas complaints. This was done to identify 

the number of unique or separate individuals who had sued Engelhard/BASF. 

Through this process, we identified 14,336 unique plaintiffs.

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(b) In the second phase of determining the overall size of the putative 

Settlement Class, we compared the list of plaintiffs generated in the first phase 

with a claimant list of 12,494 plaintiffs who according to BASF and Cahill’s records 

were known to have sued Engelhard/BASF obtained from Defendants under a Rule 

502(d) court order allowing Verus access and use of the information. We then used 

data science name matching techniques to determine the likelihood that individuals 

identified in the Defendants’ list were already included in the list of plaintiffs’

names developed and identified in the first phase. Any likely duplicates were 

excluded. After Verus received, mounted and processed the document image files 

comprising the Emtal Talc Litigation archive, which is a part of the Settlement 

Administration, we did additional research into the remaining unique 4,792

individuals using technology assisted document search and review techniques. 

From that research we were able to exclude 407 individuals that we could 

reasonably identify as non-plaintiffs (i.e. – they determined to be doctors, expert 

witnesses, co-workers, etc.) or where a last name only was given and no other 

information could be found. The remaining unique 4,385 individuals were included 

in our total final count of 18,721 potential Settlement Class Members.

8. In a third phase—which also happened to be part of the work 

necessary to complete our second assignment, estimating the class members’ 

asbestos disease level distribution or prevalence rates—we estimated how many of 

the 18,721 potential Settlement Class Members were Injured Persons (i.e.- those 

who contracted an asbestos related disease ) who, for Plan design purposes, are the 

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“Primary Claimants” who can apply for shares of the Plan’s Part B Fund (the 

component that distributes the fund based on asbestos disease severity). While 

claimant data from some of the sources we used to calculate class size distinguished 

between Injured Persons and Derivative Claimants (e.g., spouses, children of 

deceased asbestos victims), for the most part the information available to us did not 

allow a ready distinction between the two categories of claimants. From years of 

claims experience it is well known that not every injured asbestos claimant has an 

associated derivative claimant, although clearly many do. So, to estimate the 

number of Injured Persons in the Settlement Class we took the names we had 

which also had a valid social security number and searched data available to and 

managed by Verus regarding asbestos claims submitted to asbestos bankruptcy 

trusts that Verus manages for matches. Where we found a match, we looked to see 

if an asbestos disease was identified. Where that occurred, we assumed the matched 

claimant was an Injured Person. From this analysis we determined that between 

40% to 45% of identified potential class members with an available, valid social 

security number had claimed they had contracted an asbestos disease. The 

percentages vary because we compared our class member list to Verus’ records that 

show compensation was paid, as well as to a broader group of all asbestos claims 

that were made, whether or not the claim was paid compensation. This second 

cohort is larger in size because it includes claims that were withdrawn or 

adjudicated to not be qualified for payment. Applying these percentages to the 

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various datasets we used in making the class size estimate yields an estimated 

number of Primary Claimants falling in the range of 7,500 to 8,500 persons.

9. The proposed Plan of Distribution (“POD”) calls for the entire 

distribution of the Settlement Fund’s Part B claims fund (which will have an initial 

allocation of $59,750,000) among qualified class members based upon four 

categories of disease: (1) non-malignant asbestos pulmonary disease (what is called 

a “Part B Level 1 claim”); (2) Malignant Asbestos Disease Other Than Mesothelioma 

or Level 2 Lung Cancer (a “Part B Level 2 claim”); (3) either Primary lung cancer 

with evidence of underlying Bilateral Asbestos-Related Nonmalignant Disease or 

Severe Asbestosis (a “Part B Level 3 claim”); or (4) mesothelioma (a “Part B Level 4 

claim”). Based on my experience in asbestos liability forecasting and evaluation of 

asbestos claims facilities’ distribution schemes, these four categories are fair, 

rational, reasonable and efficient groupings of asbestos disease claims for allocating

the proposed Settlement Fund; especially where, as here, the cohort sharing it is a 

discrete, finite group. 

10. To verify the reasonableness of the Plan of Distribution and potential 

compensation for class members, it was necessary to determine prevalence rates for 

the four categories of disease upon which the POD is based. To do so, Verus 

conducted the analysis of potential Settlement Class Members that could be linked 

to previously approved and paid claims in the Verus administered trusts by Social 

Security Number (“SSN”) I refer to in ¶8.

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11. For each SSN, using this four-disease level category scheme, we 

identified the highest disease level of a previously approved, paid claim that we 

could link to the SSN. By doing so, we were able to identify the claimed and paid

disease level for 7,719 potential class members and determine a disease incidence 

rate accordingly. Table 1 presents the results of this analysis:

Table 1

Part B Disease Level Total Number 

Matched SSNs

Disease Rate

Level 1 7,280 94.31%

Level 2 90 1.17%

Level 3 262 3.39%

Level 4 87 1.13%

Grand Total 7,719 100%

12. To develop an appropriate division of the Plan’s component dedicated 

to awarding injury severity-based compensation shares among the class members, I 

performed an analysis of 18 representative asbestos compensation trusts whose 

claim data is available to Verus in which I examined and compared their payment 

structures. The purpose of the analysis was to derive ratios for payment allocation 

among the four disease categories used in the Williams POD to allocate the Part B 

Fund based on these trusts’ payment structures. 

13. By way of background, asbestos diseases fall into medically 

diagnosable categories based upon the malignancy and severity of the disease. For 

example, pleural thickening is a non-malignant bodily injury, whereas 

mesothelioma is an advanced malignant disease for which there is no medical cure. 

The compensation paid for asbestos diseases in both the tort system and Chapter 11 

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Section 524(g) trusts commonly track the morbidity and mortality of the disease 

severity. In all of the 18 trusts I examined non-malignant disease claims are paid 

substantially less than cancer claims, and cancer claims are paid substantially less 

than mesothelioma claims.

14. The 18 trusts examined are listed in Table 2. They all have similar 

asbestos liability exposure characteristics to Emtal Talc claims with respect to 

claimant composition and the time frames of the claimants’ exposure. Many of 

them, like Emtal talc claims, involved situations of alleged harmful exposure to 

finished products that asbestos was claimed to be either an ingredient, a component 

or natural contaminant. My colleagues and I at Verus view these 18 trusts as 

providing a useful, fair and reasonable points of reference for this settlement.

Table 2

Trusts Products

A&I Asbestos Trust Asbestos Thermal Insulation Products

AC&S Asbestos Trust Asbestos Thermal Insulation Products

ARTRA Asbestos Trust Asbestos Joint Compound Products

ASARCO Asbestos Trust Asbestos Fiber

Brauer Supply Company Asbestos Trust Asbestos Thermal Insulation Products

Burns & Roe Asbestos Trust Asbestos Thermal Insulation Products

Christy Refractories Asbestos Trust Asbestos Refractory Products

Combustion Engineering Asbestos Trust Asbestos Thermal Insulation, Cements, 

Adhesives

Congoleum Asbestos Trust Asbestos Flooring Products

G-I Holdings Asbestos Trust Asbestos Thermal Insulation Products

KACC Asbestos Trust Asbestos Refractory Products

Manville Asbestos Trust Asbestos Thermal Insulation Products

NARCO Asbestos Trust Asbestos Refractory Products

Plibrico Asbestos Trust Asbestos Refractory Products

Porter Hayden Asbestos Trust Asbestos Thermal Insulation Products

Quigley Asbestos Trust Asbestos Refractory Products

T H Agriculture and Nutrition Asbestos 

Trust

Asbestos Fiber

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Yarway Asbestos Trust Asbestos Valves, Steam Traps, Gages, 

Gaskets

15. My analysis of the 18 trusts looked at their “Average Values” payment 

levels as stated in their respective “trust distribution processes” (“TDP”). I then 

evaluated the relationship between each Trust’s compensation levels. Specifically, I 

reviewed: (1) the distribution of paid claims for the trusts, (2) the TDP Average 

Values as specified in the Trust Distribution Procedures for the trusts, and (3) a 

mapping of the disease levels for the trusts to the four Part B Claim Levels so they 

corresponded.

16. My analysis determined there was a consistent pattern of 

compensation relativities in the above trusts within the categories of disease 

payments which, in turn, could be reasonably and fairly used by Class Counsel to 

determine payment relativities for the Williams Settlement POD.

17. Using the relativities (or ratios) derived from my analysis, I together 

with my colleagues at Verus involved in the project determined and recommended 

that the POD should use the following Part B share allocation points for the four 

disease Part B categories to fairly divide the Part B fund among eligible claims:

• Part B Level 1 Claim: 1 point

• Part B Level 2 Claim: 9 points

• Part B Level 3 Claim: 20 points

• Part B Level 4 Claim: 86 points

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18. The Plan’s design for distributing its Part B compensation sub-fund, 

which is the bulk of the Settlement Fund, is to award proportionate shares of the 

entire fund to eligible claimants. Thus, proportionate payment shares from the 

Settlement Fund set aside for Part B claims ($59.75 million) is based upon a 

proportion of the points awarded to the individual for his disease divided by the 

sum of all points associated with all qualified class members as determined using 

the following formula:

Paymentx = TotalFundB ×

Points(DiseaseLevelx

)

∑y∈AllClassMembers Points(DiseaseLevely)

Definitions:

• “Paymentx” is the payment to be paid out to the individual qualified 

class member “x”.

• “TotalFundB” is the total settlement set aside for payments to Part B 

Claims.

• “Points(DiseaseLevelx)” are the points associated with the Part B 

Claim Level of the class member “x” for the qualified disease level (i.e. 

DiseaseLevelx).

• “∑y∈AllClassMembersPoints(DiseaseLevely)” is the sum of all points 

associated to all qualified class members for their respective qualified disease level.

19. In order to test the fairness of this methodology as well as forecast the 

resulting payments if used in the POD, I created a computer model from which 

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hypothetical values of Part B payments to be made from the Settlement Fund could 

be computed. The model uses the Fund B four disease category structure and the 

distribution share points I set out above and allows one to calculate Part B Fund 

distribution share amounts based on various key claim factors, such as the number 

of qualified Part B claims received, the amount of the Settlement Fund allocation to 

Part B claims, and the applicable disease prevalence (distribution) rates. 

20. To assist Class Counsel in their designing the POD, based on Verus’ 

experience in liability forecasting we recommended that they run the model using 

the assumption the Settlement Fund’ distribution of claims by disease severity 

would generally follow the disease distribution of the Manville Personal Injury 

Settlement Trust (“Manville Trust”). Our reasons for the recommendation are the 

Manville Trust is one of the largest and oldest asbestos settlement trusts and over 

the years has adjudicated over one million asbestos claims since its establishment 

in 1988. The claims it received have come in from all of the country and Manville’s 

product line has generated thousands of claims involving essentially every type of 

possible route or means of asbestos exposure, such as claims based on a claimants’ 

direct asbestos fiber exposure as insulation sold by Manville to claims based on 

exposure to a one of Manville many finished products containing asbestos. Due to 

its long history and large number and variety of asbestos claims, it is reasonable 

and fair to assume Manville’s claim distribution applies for purposes of assessing

the fairness of the settlement amounts, particularly as how use of the Manville 

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Trust would yield a conservative forecast based on our observation of the rates of 

diseases appearing in several of the Emtal claimant datasets I describe above.

21. Accordingly, by using this model we are able to calculate for the Court 

and the Class Members payment levels based on (1) the total corpus of the 

settlement; (2) the estimate of the class size; (3) the disease incidence rates; and (4) 

the “Single Payment Ratio.” For example, under the assumptions the Manville 

disease rates apply and using 8,000 claimants as the number of persons submitting 

valid Part B compensation claims, the payment distributions under the proposed 

POD would be as shown in Table 3:

Table 3

22. Using the model, I have computed estimated hypothetical Part B Fund 

payments using the bottom, middle and top of the estimated range of Primary 

Claimants (i.e.- 7,500, 8,000 and 8,500) as assumed number of received valid and 

approved Part B claims. Table 4 below presents the results:

[Balance of page intentionally blank]

A B C D E F G

Calculation = A*B = C/SumC = D*Corpus =A*#Claimants =E/F

Disease Incidence Single Payment 

Ratio

Exp Pay 

Normalized

Exp Pay Per 

$

Exp Pay Total Expected 

Claims Exp Avg Pay

Meso 4.3% 86 3.70 $ 0.60 $35,580,596 344 $ 103,432

Lung 1, Sev Asb 7.3% 20 1.46 $ 0.24 $14,047,504 584 $ 24,054

#Claimants 8,000 Lung 2, Oth Canc 2.1% 9 0.19 $ 0.03 $ 1,818,478 168 $ 10,824

Corpus 59,750,000 Non-malig Cat B 86.3% 1 0.86 $ 0.14 $ 8,303,422 6904 $ 1,203

All Diseases 100.0%

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Table 4

Hypothetical Part B Payment Share Estimates*

Part B Claim Levels

Qualifying Claim 

Points

(Assumed disease rate 

%)

Estimated Payment

(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.

23. In my opinion, given the foregoing analysis, I believe that the proposed

Class Action Settlement and its proposed Plan of Distribution provides (a) a fair

and reasonable amount of compensation for the entire class when compared to other 

asbestos mass settlement programs I am familiar with, including the asbestos 

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trusts identified in Table 2; (b) a fair, reasonable and rational methodology to 

determine the payment shares to eligible Settlement Class Members with Part B 

claims, and (c) that the resulting payment shares under Part B provide fair and 

adequate compensation to the putative Settlement Class members for the injuries 

sustained by type of disease. 

24. To the extent any of what I state above is an opinion, it is expressed by 

me within a reasonable degree of certainty or probability within my fields of 

expertise, which include asbestos claims, asbestos claims valuation, and asbestos 

claims management. 

I declare under penalty of perjury under the laws of the United States of 

America that the foregoing is true and correct.

Dated: June 5, 2020

____________________________

Mark Zabel

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