Exhibit 99.5


                          SETTLEMENT AGREEMENT BETWEEN

                            CONGOLEUM CORPORATION AND

                        FIREMAN'S FUND INSURANCE COMPANY

      This Settlement Agreement ("Agreement") is hereby made as of April 27,
2006, by and between CONGOLEUM CORPORATION ("Congoleum"), a debtor-in-possession
under Chapter 11 of the U.S. Bankruptcy Code, and FIREMAN'S FUND INSURANCE
COMPANY ("Insurer").

                                    RECITALS

      WHEREAS, the Insurer issued to Congoleum the Subject Policy (defined
below); and

      WHEREAS, Congoleum has been and may in the future be subject to
Asbestos-Related Claims (defined below) that Congoleum contends are covered by
the Subject Policy; and

      WHEREAS, Congoleum and the Insurer disagree with respect to whether and
the extent to which coverage is afforded by the Subject Policy for
Asbestos-Related Claims; and

      WHEREAS, Congoleum and the Insurer stipulate that, for the purposes of
this Agreement, the total amount of undisputed limits applicable and available
to pay Asbestos-Related Claims under the Subject Policy is Five Million U.S.
Dollars ($5,000,000.00); and

      WHEREAS, on December 31, 2003, Congoleum filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (defined below), commencing the
Chapter 11 Case (defined below); and

      WHEREAS, Congoleum continues to operate its business and to manage its
properties as a debtor-in-possession under the Bankruptcy Code; and


<PAGE>

      WHEREAS, Congoleum and the Insurer, without either admitting in any way
the validity of the positions or arguments relating to facts or law advanced by
the other, wish to compromise and resolve any and all issues between them
regarding the Subject Policy and to terminate any and all further obligations
between them arising under or relating to the Subject Policy; and

      NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and intending to be legally bound hereby, Congoleum and the
Insurer hereby agree as follows:

                        I. Definitions

      As used in this Agreement, the following terms shall have the following
meanings:

            1.1 "Approval Motion" means a motion or motions, as the case may be,
to be filed by Congoleum pursuant to Bankruptcy Rule 9019 requesting the
Approval Order.

            1.2 "Approval Order" means an order of the Bankruptcy Court entered
in a form substantially identical to Exhibit 1 hereto, or in a form otherwise
mutually agreeable to the Parties, approving this Agreement.

            1.3 "Asbestos-Related Claims" means any and all Claims arising out
of, caused by, or related to, in whole or in part, directly or indirectly, the
manufacture, sale, handling, distribution, installation, existence, presence,
repair, or removal of asbestos or asbestos-containing products or material, or
any act or omission that results or is alleged to result in the exposure or
potential exposure to asbestos or asbestos-containing material (alone or in
combination with any other dust, mineral, fiber, substance, or material),
including, without limitation, any such Claims arising out of actual,
threatened, or alleged exposure to asbestos (alone or in combination with any
other dust, mineral, fiber, substance, or material), seeking the removal,
repair, abatement, or replacement of asbestos or asbestos-containing material,
arising out of the alleged failure to produce an asbestos-free product, and/or
based on or arising out of any theory of liability or basis of recovery based
upon, growing out of, or related to asbestos.


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<PAGE>

            1.4 "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
codified in Title 11 of the United States Code, 11 U.S.C. ss.ss. 101 et seq., as
now in effect or hereafter amended.

            1.5 "Bankruptcy Court" means the United States Bankruptcy Court for
the District of New Jersey, or such other court as may have jurisdiction over
the Chapter 11 Case.

            1.6 "Channeling Injunction Claim" has the meaning set forth in
Section 9.3 of this Agreement.

            1.7 "Chapter 11 Case" means that Chapter 11 case of Congoleum,
captioned In re Congoleum, et al., Case No. 03-51524 (KCF), commenced in the
United States Bankruptcy Court for the District of New Jersey.

            1.8 "Claim" means any past, present, or future claim, demand,
action, cause of action, suit or liability of any kind or nature whatsoever,
whether at law or in equity, known or unknown, asserted or unasserted,
anticipated or unanticipated, accrued or unaccrued, fixed or contingent, which
has been or may be asserted by or on behalf of any Person, whether seeking
damages (including compensatory, punitive or exemplary damages) or equitable,
mandatory, injunctive, or any other type of relief, including without limitation
crossclaims, counterclaims, third-party claims, suits, lawsuits, administrative
proceedings, notices of liability or potential liability, arbitrations, actions,
rights or causes of action. Claim also includes "claim" as defined in 11 U.S.C.
ss. 101(5) and "demand" as defined in 11 U.S.C. ss. 524(g)(5).


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            1.9 "Committee" means the Official Committee of Unsecured Asbestos
Claimants appointed by the United States Trustee in the Chapter 11 Case and/or
any other official committee appointed by the United States Trustee in the
Chapter 11 Case.

            1.10 "Confirmation Order" means an order entered by the U.S.
District Court for the District of New Jersey that either (a) confirms a Plan
that includes a 524(g) Injunction and, in connection with such Plan, enters a
524(g) Injunction; or (b) affirms an order of the Bankruptcy Court that has
confirmed a Plan and, in connection with such Plan, has entered a 524(g)
Injunction.

            1.11 "Congoleum Entities" means Congoleum and:

                  a. All of its past and present subsidiaries, affiliates,
                  predecessors, successors (including, without limitation, any
                  reorganized company or other successor to Congoleum under the
                  Plan), and assigns; and

                  b. All of the respective employees, officials,
                  representatives, agents, attorneys, officers, and directors,
                  in their capacity as such, of the entities encompassed by
                  subparagraph (a) above.

            1.12 "Coverage Litigation" means the lawsuit styled Congoleum
Corporation v. ACE American Insurance Company, et al., Docket No. MID-L-8908-01,
pending in the Superior Court of New Jersey, Law Division, Middlesex County.

            1.13 "Designated Counsel" has the meaning set forth in Section 9.4
of this Agreement.


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            1.14 "Execution Date" means the date as of which this Agreement
shall have been executed by all of the Parties.

            1.15 "Final Order" means an order or judgment of the Bankruptcy
Court or other court of competent jurisdiction, as entered on the docket in the
Chapter 11 Case or on appeal therefrom, the operation or effect of which has not
been stayed or reversed and as to which such order or judgment (or any revision,
modification, or amendment thereof) the time to appeal or seek review,
rehearing, or certiorari has expired.

            1.16 "Fireman's Fund Entities" means the Insurer and:

                  a. All of its past and present parents, subsidiaries,
                  affiliates, predecessors, successors, and assigns; and

                  b. All of the respective employees, representatives, agents,
                  attorneys, officers, and directors, in their capacity as such,
                  of the entities encompassed by subparagraph (a) above.

            1.17 "524(g) Injunction" means an injunction in the Chapter 11 Case
pursuant to Section 524(g) of the Bankruptcy Code that permanently enjoins all
Persons from taking any legal action for the purpose of directly or indirectly
collecting, recovering, or receiving payment or recovery from the Fireman's Fund
Entities with respect to any Claim that under the Plan is to be paid in whole or
in part by the Trust created in connection with the Plan and that arises out of
or in connection with the Subject Policy.

            1.18 "Insurance Coverage Claim" means any Claim by any Person for
indemnification, contribution, ultimate net loss, defense, defense costs,
subrogation, reimbursement, payment of any sum or performance of any obligation
under any provision of the Subject Policy, arising out of Claims asserted
against Congoleum for actual, potential, or alleged bodily injury, emotional
distress, sickness, disease, or the fear or apprehension thereof, property
damage, environmental impairment, economic loss, breach of fiduciary duty,
personal injury, contractual liability, loss, negligence, or arising from or out
of any other Claim of any nature against the Congoleum Entities that gives rise
to or potentially gives rise to coverage under the Subject Policy.


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            1.19 "Parties" means Congoleum and the Insurer.

            1.20 "Person" means an individual, a corporation, a partnership, an
association, a proprietorship, a trust, or any other entity or organization, as
well as any federal, international, foreign, state, or local governmental or
quasi-governmental entity, body, unit, or political subdivision or any agency or
instrumentality thereof.

            1.21 "Plan" means a plan of reorganization proposed by Congoleum in
the Chapter 11 Case.

            1.22 "Section 524(g)" means 11 U.S.C. ss. 524(g).

            1.23 "Settlement Amount" means One Million U.S. Dollars
($1,000,000.00) in immediately available funds.

            1.24 "Subject Policy" means the following insurance policy:

--------------------------------------------------------------------------------

      Insurer      Policy Period   Policy Number            Limits

--------------------------------------------------------------------------------
  Fireman's Fund    10/12/72 -      XLX1202504       $5M part of $55M xs $25M
                    12/17/73
--------------------------------------------------------------------------------

            1.25 "Trust" means the trust created under the Plan that conforms to
the description of a "trust" set forth in Section 524(g)(2)(B)(i) of the
Bankruptcy Code.

                        II. Bankruptcy Court Approval

            2.1 This Agreement, and the Parties' obligations hereunder, are
conditioned on approval by the Bankruptcy Court and entry of the Approval Order.


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            2.2 Congoleum will use its reasonable best efforts to obtain the
Approval Order and the Confirmation Order, and the Insurer will use its
reasonable best efforts to assist Congoleum in obtaining the Approval Order and
the Confirmation Order.

            2.3 If requested by the Insurer, and at the Insurer's sole expense,
Congoleum shall provide notice of the hearing on the Approval Motion by
publication in the national edition of The Wall Street Journal.

                        III. Termination

            3.1 This Agreement (except for Article I, Sections 3.1 and 3.2, and
Articles VII and VIII hereof) shall become null and void (a) upon the entry of a
Final Order that denies the Approval Motion; (b) upon the entry of a Final Order
that confirms a Plan that does not contain the 524(g) Injunction; or (c) upon
the entry of a Final Order that converts the Chapter 11 Case to a case under
chapter 7 of the Bankruptcy Code.

            3.2 In the event that portions of this Agreement become null and
void under Section 3.1 of this Agreement: (a) the Insurer shall not be obligated
to make any payment of the Settlement Amount; (b) the Parties shall not be bound
by the terms of any Approval Order previously entered; (c) the Fireman's Fund
Entities shall not receive any benefits or protections under any Plan or under
any injunctions issued in the Chapter 11 Case unless subsequently agreed to by
the Parties; (d) the Congoleum Entities and the Fireman's Fund Entities shall
have restored all of the rights, defenses, and obligations under or with respect
to the Subject Policy; (e) Congoleum may file a new coverage action against the
Insurer; and (f) any and all otherwise applicable statutes of limitations or
repose, or other time-related limitations, shall be deemed to have been tolled
for the period from the date the complaint was filed in the Coverage Litigation
through the date that is 30 days after the date upon which this Agreement shall
have become null and void, and Congoleum and the Fireman's Fund Entities shall
not assert or rely on any time-related defense to any Claim by the other in
reliance in whole or in part on such time period.


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<PAGE>

To the extent necessary to effectuate the intent of the preceding sentence to
restore the Parties to their prior rights, the Parties shall, if necessary,
jointly file applications or motions to effect the restoration of the Parties'
ability to assert the rights described in the preceding sentence.

                        IV. Settlement Amount

            4.1 In settlement and full and final accord and satisfaction of all
disputes between the Parties, and subject to all of the terms and conditions
contained in this Agreement, the Insurer shall pay the Settlement Amount in full
to Congoleum or as directed in the Plan or the Confirmation Order within three
business days following the date that the Confirmation Order becomes a Final
Order. Contemporaneously with payment of the Settlement Amount, the Insurer
shall purchase from Congoleum, and Congoleum shall sell, convey, assign,
transfer and deliver to Insurer, all rights, title and interests of Congoleum in
and under the Subject Policy, free and clear of any interests of all Persons
pursuant to section 363(f) of the Bankruptcy Code and the Approval Order.

            4.2 Except as provided for in Sections 3.2 and Article V of this
Agreement, the Settlement Amount shall not be paid unless and until the
Confirmation Order is entered and has become a Final Order.

            4.3 The Settlement Amount shall be used only in connection with
Asbestos-Related Claims and/or to pay other amounts payable by the Plan Trust
pursuant to the Plan. The Insurer may allocate its respective share of the
Settlement Amount in any manner it deems appropriate.


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<PAGE>

                        V. Asbestos-Reform Legislation

            5.1 In the event that an asbestos-reform bill becomes federal law by
the earlier of July 1, 2006, or the date that the Confirmation Order becomes a
Final Order, and such law (a) materially limits or controls the prosecution or
payment of Asbestos-Related Claims in the state or federal courts or in any
other forum; and (b) permits direct assessments against insurers and/or
reinsurers of the Subject Policy, the Insurer may, with notice to Congoleum,
seek Bankruptcy Court approval to limit or reduce its payment of the Settlement
Amount to protect the Insurer against making duplicative payments under the
Agreement and the aforementioned federal law.

            5.2 In the event that the Bankruptcy Court finds that the
contingencies in Section 5.1 above have been met, the Insurer shall be entitled
to entry of an order by the Bankruptcy Court eliminating or reducing the payment
of the Settlement Amount, to the extent necessary to protect the Insurer against
making duplicative payments under the Agreement and the aforementioned federal
law. Nothing contained herein precludes or limits the right and ability of any
party in interest in the Chapter 11 Case from asserting that the contingencies
set forth in Section 5.1 have not been met or that any payment limitation or
reduction is not necessary.

            5.3 This Article V is intended to address what is commonly
understood to be "asbestos reform" legislation and is not intended to encompass
general tort reform, asbestos medical-criteria reform, class-action reform,
malpractice reform, or tax-reform legislation. Unless specifically addressed by
order of the Bankruptcy Court in furtherance of this Article V, nothing in this
Article V shall affect the obligations of the Parties under this Agreement.


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<PAGE>

                        VI. Mutual Release and Dismissals

            6.1 Effective upon payment of the Settlement Amount, Congoleum, for
itself and (solely to the extent that Congoleum has the right, power, and
authority so to bind them) on behalf of the Congoleum Entities, for their part,
and the Insurer, for itself and (solely to the extent that the Insurer has the
right, power, and authority so to bind them) on behalf of the Fireman's Fund
Entities, for their part, mutually release and fully and forever discharge the
Congoleum Entities and Fireman's Fund Entities from any and all duties,
obligations, damages, costs, fees, deductibles, retentions, premiums,
accountings, interest charges, payments, setoffs, debts, accounts, Insurance
Coverage Claims, and Claims of every kind, nature, and description, known or
unknown, asserted or unasserted, arising or alleged to have arisen or which may
hereafter arise out of or in connection with the Subject Policy; provided,
however, that this release shall not include, apply to, impair, or affect the
Parties' rights and obligations set forth in this Agreement.

            6.2 Within five business days after the Execution Date: (a)
Congoleum and the Insurer shall file a joint notice dismissing, without
prejudice and without costs, any and all Claims against each other in the
Coverage Litigation; (b) the Insurer shall withdraw without prejudice any
motions, objections, proofs of claim, or discovery filed or served in the
Chapter 11 Case; and (c) Congoleum shall withdraw without prejudice any motions,
objections, or discovery filed or served in the Chapter 11 Case solely to the
extent such motions, objections, or discovery relate to the Insurer. Nothing
herein shall be construed to impair the right of the Congoleum Entities or the
Fireman's Fund Entities to assert or pursue any Claim not released by Section
6.1 of this Agreement.

            6.3 At such time as the Confirmation Order has become a Final Order,
and if the Insurer so requests, Congoleum and the Insurer shall jointly seek
amendment of the dismissal referred to in Section 6.2 of this Agreement to
reflect that the dismissal is with prejudice and without costs.


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            6.4 In furtherance of their express intent to fully, forever, and
irrevocably release and discharge each other for all Claims, including, without
limitation, Insurance Coverage Claims, known and unknown, from the beginning of
time until the end of time to the extent set forth in Section 6.1 of this
Agreement, the Parties expressly waive any and all rights they may have under
any contract, statute, code, regulation, ordinance, or the common law, which may
limit or restrict the effect of a general release as to Claims, including,
without limitation, Insurance Coverage Claims, that Congoleum and the Insurer do
not know or suspect to exist in their favor at the time of the execution of this
Agreement.

            6.5 With respect to the mutual release set forth in Section 6.1 of
this Agreement, the Parties acknowledge that they have been advised by their
respective legal counsel and are familiar with the provisions of Section 1542 of
the California Civil Code, which provides:

            A general release does not extend to claims which the creditor does
            not know or suspect to exist in his or her favor at the time of the
            executing of the release which if known by him or her must have
            materially affected his or her settlement with the debtor.

The Parties hereto expressly consent that this settlement and release shall be
given full force and effect according to each and all of its express terms and
provisions, including those dealing with unknown and unsuspected claims, and
causes of action. The Parties further agree that this reference to the
California Civil Code shall not give rise to any argument that California law
applies to this Agreement or the disputes resolved pursuant hereto.


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<PAGE>

                        VII. Representations and Warranties of Congoleum

            7.1 Congoleum hereby warrants and represents that it is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware, and that it has the requisite corporate power and
authority to enter into this Agreement and to perform its obligations
contemplated by this Agreement, subject to the approval of the Bankruptcy Court.

            7.2 Congoleum hereby warrants and represents that the execution and
delivery of this Agreement by Congoleum and the performance by Congoleum of the
obligations contemplated by this Agreement have been approved by duly authorized
representatives of Congoleum and by all other necessary corporate actions on the
part of Congoleum. This Agreement constitutes the valid and binding agreement of
Congoleum, subject to the approval of the Bankruptcy Court.

            7.3 Congoleum hereby warrants and represents that it has expressly
authorized its undersigned representative to execute this Agreement on
Congoleum's behalf as its duly authorized agent.

            7.4 Congoleum hereby warrants and represents that this Agreement has
been executed and delivered in good faith, pursuant to arm's-length
negotiations, and for valuable consideration.

            7.5 Congoleum hereby warrants and represents that it has not
assigned the Subject Policy or any Insurance Coverage Claims as they relate to
the Subject Policy. Congoleum covenants that it will not in the future assign
the Subject Policy or Insurance Coverage Claims as they relate to the Subject
Policy to any Person without the prior written consent of the Insurer.


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            7.6 Congoleum hereby warrants and represents to the best of its
knowledge and belief that, other than the Subject Policy, it has no actual
knowledge of any policies of liability insurance providing coverage for
Asbestos-Related Claims issued to Congoleum by and in the name of any of the
Persons listed in Exhibit 2 hereto.

                        VIII. Representations and Warranties of Fireman's Fund

            8.1 The Insurer hereby warrants and represents that it is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of California, and that it has the requisite power and
authority to enter into this Agreement and to perform its obligations
contemplated by this Agreement.

            8.2 The Insurer hereby warrants and represents that its execution
and delivery of this Agreement and its performance of the obligations
contemplated by this Agreement have been approved by its duly authorized
representatives and by all other necessary corporate actions on the part of the
Insurer. This Agreement constitutes the valid and binding agreement of the
Insurer.

            8.3 The Insurer hereby warrants and represents that it has expressly
authorized its undersigned representative to execute this Agreement on its
behalf as its duly authorized agent.

            8.4 The Insurer hereby warrants and represents that this Agreement
has been executed and delivered in good faith, pursuant to arm's-length
negotiations, and for valuable consideration.

            8.5 The Insurer hereby warrants and represents to the best of its
knowledge and belief that, other than the Subject Policy, it has no actual
knowledge of any policies of liability insurance providing coverage for
Asbestos-Related Claims issued to Congoleum by any of the Persons listed in
Exhibit 2 hereto.


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<PAGE>

                        IX. Actions Involving Third Parties

            9.1 In the event any matter brought by Congoleum against any
insurance company other than the Insurer proceeds to an adjudication on the
merits, whether in court or another tribunal with jurisdiction, which determines
that Congoleum would have been entitled to coverage from the Insurer under the
Subject Policy for certain amounts, and the adjudication Congoleum secures
against such other insurance company includes amounts actually attributed or
clearly allocated to the Insurer under the Subject Policy, Congoleum agrees that
it will not seek to obtain payment from any such other insurance company of any
sum that represents the Insurer's actually attributed or clearly allocated share
of any defense or indemnity obligation (if any) owed to Congoleum.

            9.2 Except as otherwise provided in this Section 9.2, the Insurer
shall not seek reimbursement of any payments made or obligated to be made under
this Agreement or otherwise, whether by way of a claim for contribution or
subrogation, or otherwise, from any Person other than its reinsurers in their
capacity as such. Congoleum shall use its reasonable best efforts to obtain from
all insurers with which it settles an agreement similar to that set forth in the
preceding sentence; provided, however, that notwithstanding anything to the
contrary herein, the failure of Congoleum to obtain such an agreement from any
other insurer with which it settles shall not constitute a breach of this
Agreement. Notwithstanding the foregoing and subject to the effect of the 524(g)
Injunction, the Insurer may file a cross-complaint or counterclaim against any
Person that has first asserted a claim seeking reimbursement for any payment
that it has paid or is required to pay, whether by way of a claim for
contribution and/or subrogation or otherwise, against any of the Fireman's Fund
Entities in connection with any Claims released pursuant to Section 6.1 of this
Agreement; provided, however, that, to the extent the Insurer recovers any
amount in respect of such cross-complaint or counterclaim from such third party,
the proceeds of such recovery shall be paid by the Insurer pursuant to the
instruction of Congoleum or the Trust (as the case may be), after the Insurer is
reimbursed from such proceeds for reasonable fees, costs and expenses incurred
in prosecuting and defending such claim. For the avoidance of doubt, any payment
of such proceeds pursuant to Congoleum's or the Trust's instructions shall not
reduce or count towards the Insurer's obligation to pay the Settlement Amount.


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            9.3 In the event that any Claim is brought against any of the
Fireman's Fund Entities after the payment of the Settlement Amount pursuant to
Section 4.1 of this Agreement, and such Claim is subject to the 524(g)
Injunction ("Channeling Injunction Claim"), the Trust will exercise reasonable
best efforts and take all reasonably necessary and appropriate steps to resist
and oppose any such Channeling Injunction Claim.

            9.4 Except as provided hereafter, the Trust shall bear all of the
reasonable costs, including reasonable attorneys' fees and settlements and
judgments, associated with its opposing such Channeling Injunction Claim. The
Insurer shall have the right to consent to the selection of the counsel to be
paid by the Trust in any such action ("Designated Counsel"), which consent shall
not be unreasonably withheld. The Trust shall have no obligation to pay any
internal costs of any of the Fireman's Fund Entities, or fees or expenses
associated with the Fireman's Fund Entities' employment of outside counsel
(other than Designated Counsel). The obligation of the Trust to bear all of the
reasonable costs, including reasonable attorneys' fees and settlements and
judgments, associated with its opposing such Channeling Injunction Claims shall
not exceed ten percent (10%) of the Settlement Amount. Notwithstanding anything
herein to the contrary, the Trust shall have no further obligation under this
Section 9.4 once the aggregate costs, including attorneys' fees, settlements and
judgments, associated with opposing Channeling Injunction Claims and/or with
resisting or opposing any other Claims asserted against Persons, other than the
Fireman's Fund Entities, that Congoleum and/or the Trust has a duty or
obligation to resist or oppose, total Two Million Dollars ($2,000,000.00). The
Insurer shall have the absolute right to retain, at its sole expense, its own
independent counsel to defend the Channeling Injunction Claim.


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                        X. Cooperation

            10.1 In the event that any proceedings are commenced to invalidate
all or any part of this Agreement, the Parties agree to cooperate fully in
opposition to such proceedings. The Parties further agree to take whatever
action is necessary to effectuate the intent of the Agreement.

            10.2 The Parties shall attempt in good faith to promptly resolve
through negotiation any dispute arising out of this Agreement. In the event that
they are unable to do so, the Bankruptcy Court shall have exclusive and
continuing jurisdiction to resolve all disputes concerning the interpretation
and enforcement of this Agreement and any other documents executed in connection
with this Agreement.

            10.3 The Insurer shall use its reasonable best efforts to comply
with reasonable requests from Congoleum or the Trust for documents and other
information required by Congoleum or the Trust in connection with any insurance
claims, arbitrations, or litigation related to the Settlement Amount and/or
payment of the Settlement Amount, this Agreement, or the Asbestos-Related
Claims.

            10.4 Congoleum and the Trust shall use their reasonable best efforts
to comply with reasonable requests from the Insurer for documents and other
information required by the Insurer in connection with any reinsurance claims,
arbitrations, or litigation relating to the Settlement Amount and/or payment of
the Settlement Amount, this Agreement, or the Asbestos-Related Claims.


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            10.4 Congoleum shall, at the Insurer's sole expense take such action
and execute and deliver any and all further instruments and documents,
including, without limitation, a bill of sale in form and substance reasonably
acceptable to the Insurer, evidencing the sale of Congoleum's rights, title and
interest under and in the Subject Policy to Insurer, that are reasonable and
necessary for the purpose of implementing and giving full force and effect to,
the provisions of this Agreement, the Approval Order and the Confirmation Order.

                        XI. Miscellaneous

            11.1 This Agreement, including Exhibits 1 and 2 hereto, constitutes
the entire agreement and understanding between the Parties and supersedes all
prior communications or negotiations between the Parties and their
representatives regarding the matters contained in this Agreement. Except as
expressly set forth in this Agreement, there are no representations, warranties,
promises, or inducements, whether oral, written, expressed, or implied, that in
any way affect or condition the validity of this Agreement or alter its terms.
This Agreement may be amended only by a subsequent written instrument executed
by both of the Parties hereto.

            11.2 Each Party agrees to take such steps and to execute such
documents as may be reasonably necessary or proper to carry out and effectuate
this Agreement.

            11.3 If any provision of this Agreement or any portion of any
provision of this Agreement is determined to be null and void or unenforceable
by any court or tribunal having jurisdiction, then such provision or portion of
the provision shall be considered separate and apart from the remainder of this
Agreement, and this Agreement shall otherwise remain in full force and effect.


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Notwithstanding the foregoing, the provisions in this Agreement regarding the
entry of the Approval Order and the Confirmation Order, and the effectiveness of
the release in Section 6.1 shall not be severable from this Agreement.

      11.4 The Parties agree, subject to any disclosure obligations imposed by
law, to hold confidential, and not to disclose to third parties, this Agreement
or its contents unless, until and to the extent that Congoleum discloses such
information in its motion seeking entry of the Approval Order. Notwithstanding
anything to the contrary in this Section 11.4, any Party may disclose this
Agreement or its contents at any time (a) to the Party's reinsurers, auditors,
regulators, reinsurance intermediaries, creditors, and lenders, subject to an
agreement of confidentiality; (b) as required to obtain the necessary court
approval of this Agreement or the Plan; (c) by Congoleum to any Committee, the
Futures Representative appointed in the Chapter 11 Case, and their respective
counsel, subject to an agreement of confidentiality; and/or (d) at any time
after the effective date of the Plan.

      11.5 In the event a Party learns that a Person to whom disclosure is not
permitted pursuant to Section 11.4 is seeking disclosure of the Agreement or any
of its contents in any proceeding, or in the event that a Party receives notice
of subpoena, requesting an order directing the disclosure of this Agreement, or
any portion thereof, such Party shall provide notice to the other Party promptly
and sufficiently in advance of disclosure to permit such other Party to take
steps to prevent the disclosure.

      11.6 By entering into this Agreement, neither Congoleum nor the Insurer
has waived or shall be deemed to have waived any rights, obligations, or
positions it or they have asserted or may in the future assert in connection
with any matter or Person outside the scope of this Agreement. The Parties
specifically disavow any intention to create rights in third parties (other than
rights specifically conferred upon the Congoleum Entities, the Fireman's Fund
Entities, or other Persons by this Agreement) under or in relation to this
Agreement. Congoleum's rights, title and interest under any policy of insurance
other than the Subject Policy shall not be affected by this Agreement.


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      11.7 Neither Congoleum nor the Insurer will be entitled to have any
wording of this Agreement construed against the other based on any contention as
to which of the Parties drafted the language in question.

      11.8 Neither this Agreement nor the rights and obligations set forth
herein shall be assigned without the prior written consent of the other Party,
which consent shall not be unreasonably withheld; provided, however, that this
shall not prohibit any assignment by any of the Parties by merger,
consolidation, operation of law or to a Person who succeeds to all or
substantially all of such Party's assets.

      11.9 Section titles or headings contained in this Agreement are included
only for ease of reference and shall have no substantive effect.

      11.10 All notices, demands, or other communications to be provided
pursuant to this Agreement shall be in writing and sent by facsimile or by
Federal Express or other overnight delivery service, costs prepaid, to the
Parties at the addresses set forth below, or to such other person or address as
either the Insurer or Congoleum may designate in writing from time to time:

      If to Insurer:          Mr. Eric Billeter
                              Fireman's Fund Insurance Companies
                              Environmental Claims Facility
                              777 San Marin Drive
                              Novato, California  94998-3400


                                       19
<PAGE>

      With a copies to:       Gary Centola, Esq.
                              Rivkin Radler LLP
                              926 EAB Plaza
                              Uniondale, NY  11556-0926

                                    - and -

                              Leonard P. Goldberger, Esq.
                              Stevens & Lee, P.C.
                              1818 Market Street, 29th Floor
                              Philadelphia, PA 19103

      If to Congoleum:        Congoleum Corporation
                              57 River Street
                              Wellesley, MA  02481-2097
                              Attention:  Mr. Howard N. Feist, III

      With a copies to:       Mitchell F. Dolin, Esq.
                              Michael St. Patrick Baxter, Esq.
                              Covington & Burling
                              1201 Pennsylvania Avenue, N.W.
                              Washington, D.C. 20004-2401

                                    - and -

                              Richard L. Epling, Esq.
                              Kerry Brennan, Esq.
                              Pillsbury Winthrop Shaw Pittman LLP
                              1540 Broadway
                              New York, NY  10036-4039

            11.11 This Agreement may be executed in multiple counterparts, each
of which shall constitute an original. Congoleum will deliver an executed
counterpart to the Insurer, and the Insurer will deliver an executed counterpart
to Congoleum. Each counterpart may be delivered by facsimile transmission, and a
faxed signature shall have the same force and effect as an original signature.

            11.12 Upon the Confirmation Order becoming a Final Order, this
Agreement shall be binding immediately and automatically upon the Trust, and the
Trust shall be deemed to be a party to this Agreement without the need for
further action.


                                       20
<PAGE>

            11.13 This Agreement shall be governed by and construed and enforced
in accordance with the applicable laws of the United States and the laws of the
State of New Jersey without giving effect to the rules and principles of
conflict of laws under the laws of the State of New Jersey.

      IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of
the dates indicated below.

                                    CONGOLEUM CORPORATION
                                        Debtor-in-Possession

                                    By: /s/ Howard N. Feist
                                        -----------------------------
                                    Name: Howard N. Feist
                                    Title: CFO

                                    Witness: /s/ Henry Winkleman
                                             ------------------------



                                    FIREMAN'S FUND INSURANCE
                                    COMPANY

                                    By: /s/ Daniel Kane
                                        -----------------------------
                                    Name: Daniel Kane
                                    Title: Claims Specialist

                                    Witness: /s/ Jerry Leddy
                                             ------------------------


                                       21
<PAGE>

                                                                       EXHIBIT 1
                                                                       ---------

------------------------------------------------
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
------------------------------------------------
Caption in Compliance with D.N.J. LBR 9004-2(c)

Okin, Hollander & DeLuca L.L.P.
Parker Plaza, 400 Kelley Street
Fort Lee, NJ  07024
(201) 947-7500
Paul S. Hollander (PH-2681)

Pillsbury Winthrop Shaw Pittman LLP
1540 Broadway
New York, NY  10036
(212) 858-1000
Richard L. Epling
Kerry A. Brennan

Attorneys for Debtors and Debtors-In-Possession
------------------------------------------------

In re:                                            Chapter 11
                                                  Case No. 03-51524 (KCF)
CONGOLEUM CORPORATION, et al.,                    Jointly Administered

            Debtors.                              Honorable Kathryn C. Ferguson
------------------------------------------------

              ORDER PURSUANT TO BANKRUPTCY RULE 9019 AND 11 U.S.C.
                 ss. 363(f) AUTHORIZING AND APPROVING SETTLEMENT
                  AGREEMENT BETWEEN CONGOLEUM CORPORATION AND
                        FIREMAN'S FUND INSURANCE COMPANY

     --------------------------------------------------------------------

      The relief set forth on the following pages, numbered two (2) through five
(5) is hereby ORDERED.


<PAGE>

Debtors:            Congoleum Corporation, et al.

Case No.:   03-51524 (KCF) (Jointly Administered)

Caption:    Order Pursuant to Bankruptcy Rule 9019 and 11 U.S.C. ss. 363(f)
            Authorizing and Approving Settlement Agreement Between Congoleum
            Corporation and Fireman's Fund Insurance Company
--------------------------------------------------------------------------------

      The Court has considered the Motion for Order Pursuant to Bankruptcy Rule
9019 Authorizing and 11 U.S.C. ss. 363(f) Approving Settlement Agreement Between
Congoleum Corporation and Fireman's Fund Insurance Company (the "Motion"), filed
by Congoleum Corporation, Congoleum Sales, Inc., and Congoleum Fiscal, Inc., the
debtors and debtors-in-possession herein (collectively, the "Debtors"), seeking
approval, pursuant to Rules 2002(a)(3), 9014 and 9019 of the Federal Rules of
Bankruptcy Procedure (the "Bankruptcy Rules"), 11 U.S.C. ss. 363(f), and other
applicable sections of title 11 of the United States Code, 11 U.S.C. ss.ss. 101
et seq. (the "Bankruptcy Code"), of that certain Settlement Agreement Between
Congoleum Corporation and Fireman's Fund Insurance Company, dated as of April
__, 2006 (the "Settlement Agreement").(1)

      The Court having found that due, proper and sufficient notice of the
      Motion was given to (a) the members of the Committees and each such
      Committee's counsel; (b) the Futures Representative appointed pursuant to
      the Bankruptcy Court's February 18, 2004 Order in the Chapter 11 Case,
      solely in his capacity as such (the "FCR") and the counsel for the FCR;
      (c) Perry Weitz and Joseph F. Rice in their capacity as counsel to the
      participating asbestos claimants under that certain settlement agreement
      between Congoleum Corporation and various asbestos claimants, executed as
      of April 10, 2003, as amended; (d) all other Persons, that, as of the
      Execution Date, had filed a notice of appearance or other demand for
      service of papers in the Chapter 11 Case; (e) the United States Trustee;
      (f) the Collateral Trustee of the Congoleum Collateral Trust established
      pursuant to a Collateral Trust Agreement dated April 17, 2003; (g)
      American Biltrite, Inc.; (h) counsel to all known holders of
      Asbestos-Related Claims as reflected in the claims filed in this case, and
      claims submitted in connection with the Settlement Between Congoleum
      Corporation and Various Asbestos Claimants; and (i) all known holders of
      Asbestos-Related Claims whose counsel is not included within the preceding
      clause who, as of at

(1) Capitalized terms used in this Approval Order and not otherwise defined
      herein shall have the meanings ascribed to such terms in the Settlement
      Agreement.


<PAGE>

Debtors:            Congoleum Corporation, et al.

Case No.:   03-51524 (KCF) (Jointly Administered)

Caption:    Order Pursuant to Bankruptcy Rule 9019 and 11 U.S.C. ss. 363(f)
            Authorizing and Approving Settlement Agreement Between Congoleum
            Corporation and Fireman's Fund Insurance Company
--------------------------------------------------------------------------------

      least five (5) business days prior to the filing of the Motion, became
      known through the filing of a proof of claim or otherwise.

      The Court having found that the sale of Congoleum's rights, title and
      interests in and under the Subject Policy, free and clear of any interests
      of all Persons pursuant to section 363(f) of the Bankruptcy Code satisfies
      one or more of the standards set forth in section 363(f)(1) through (5);
      that Congoleum and Fireman's Fund Insurance Company (the "Insurer")
      negotiated at arm's length and in good faith to reach agreement on the
      matters resolved by the Settlement Agreement; and that the purchase by the
      Insurer of all Congoleum's rights, title and interests in and under the
      Subject Policy, free and clear of any interests of all Persons, is in good
      faith.

      Following notice and a hearing at which all interested parties were given
an opportunity to be heard, objections to the Motion, if any, have been resolved
by agreement or are hereby overruled, and after due deliberation and sufficient
cause appearing therefore, it is hereby

      ORDERED, ADJUDGED AND DECREED AS FOLLOWS:

            1. The notice of the Motion constitutes due, sufficient and timely
notice of the Motion, the hearing, and the Settlement Agreement.

            2. The Motion is hereby granted and the Settlement Agreement is
hereby approved in its entirety.

            3. Each of the Debtors is hereby authorized to enter into and
perform the Settlement Agreement; and to execute such documents and do such acts
as are necessary or desirable to carry out the transactions contemplated by the
Settlement Agreement.

            4. Pursuant to sections 363(b)(1) and 363(f) of the Bankruptcy Code,
Congoleum is hereby authorized to sell to the Insurer, all of Congoleum's
rights, title and interests in and under the Subject Policy, free and clear of
any interests of all Persons.


<PAGE>

Debtors:            Congoleum Corporation, et al.

Case No.:   03-51524 (KCF) (Jointly Administered)

Caption:    Order Pursuant to Bankruptcy Rule 9019 and 11 U.S.C. ss. 363(f)
            Authorizing and Approving Settlement Agreement Between Congoleum
            Corporation and Fireman's Fund Insurance Company
--------------------------------------------------------------------------------

            5. Upon payment of the Settlement Amount by the Insurer pursuant to
the terms of the Settlement Agreement, the Insurer shall be deemed to be a "good
faith purchaser" under section 363(m) of the Bankruptcy Code of Congoleum's
rights, title and interests in and under the Subject Policy and is entitled to
the protections provided by such designation without further order of this
Court.

            6. This Order shall be binding upon, and the Settlement Agreement
shall inure to the benefit and constitute the valid and binding obligations of
the Plan Trust, without further order or action.

            7. The Settlement Agreement and other related documents may be
modified, amended, or supplemented by the parties thereto, in a writing signed
by such parties in accordance with the terms thereof, without further order of
the Court, provided that (a) any such modification, amendment, or supplement is
not material; and (b) to the extent practicable, notice of any modification,
amendment, or supplement should be delivered to (i) the Committees, (ii) the
FCR, and (iii) the U.S. Trustee at least five (5) days prior to the effective
date of any such modification, amendment, or supplement.

            8. The Court shall retain exclusive jurisdiction over any proceeding
that involves the validity, application, construction, modification or
termination of the Settlement Agreement and this Approval Order, and may make
such further orders with respect thereto as are proper and appropriate.


<PAGE>

                                    EXHIBIT 2

       Allianz Aktiengesellschaft (Corporation)
                             Koniginstrasse 28
                             80802 Munich, Germany

       Allianz of America, Inc., (corporation)
                             55 Greens Farms Road, P.O. Box 5160
                             Westport CT 06881-5160

       Allianz of Canada, Inc. (corporation)
                             10 York Mills Road, Suite 700
                             Toronto, Ontario M2P 2G5, Canada

       Allianz Insurance Company of Canada (corporation)
                             10 York Mills Road, Suite 700
                             Toronto, Ontario M2P 2G5, Canada

       Trafalgar Insurance Company (corporation)
                             10 York Mills Road, Suite 700
                             Toronto, Ontario M2P 2G5, Canada

       Oxford Insurance Ltd., (corporation)
                             10 York Mills Road, Suite 700
                             Toronto, Ontario M2P 2G5, Canada

       Manley Insurance Brokers (corporation)
                             10 York Mills Road, Suite 700
                             Toronto, Ontario M2P 2G5, Canada

      Allianz Mexico, S.A. Compania de Seguros (corporation)
                             Boulevard Manuel Avila Camacho 164
                             MEX-11570 Mexico, D.F.

      Allianz Rentas Vitalicias (corporation)
                             Boulevard Manuel Avila Camacho 164
                             MEX-11570 Mexico, D.F.

      Allianz of America Corporation (corporation)
                             777 San Marin Drive
                             Novato, CA 94998

      Allianz Life Insurance Company of North America (corporation)
                             5701 Golden Hills Drive
                             Minneapolis, MN 55416

      Associated Group Benefits Ltd., (corporation)
                             2005 Sheppard Avenue East, Suite 700
                             Willowdale, Ontario M2J 5B4 Canada

      Allianz Education Funds, LLC (Canadian Federal Corp)
                             2005 Sheppard Avenue East, Suite 700
                             Willowdale, Ontario M2J 5B4, Canada

      Preferred Life Insurance Company of New York) (corporation)
                             152 West 57th Street, 18th floor
                             New York, NY 10019

      Lapis, Inc. (corporation)
                             5701 Golden Hills Drive
                             Minneapolis, MN 55416


<PAGE>

      USAllianz Investor Services, LLC
                             5701 Golden Hills Drive
                             Minneapolis, MN 55416

      USAllianz Advisers, LLC (LLC)
                             5701 Golden Hills Drive
                             Minneapolis, MN 55416

      Allianz Education Funds International, LLC
                             5701 Golden Hills Drive
                             Minneapolis, MN 55416

      5557 Green Farms, LLC (corporation)
                             55 Greens Farms Road, P.O. Box 5160
                             Westport, CT 06881-5160

      North American London Underwriters, Limited (corporation)
                             P.O. Box HM1179
                             Cedar House, 41 Cedar Avenue
                             Hamilton HM 12, Bermuda

      Cooperative Care Planning Services, LLC (LLC)
                             5701 Golden Hills Drive
                             Minneapolis, MN 55416

      LTCAmerica Holding (corporation)
                             5701 Golden Hills Drive
                             Minneapolis, MN 55416

      Senior American Assurance, LLC (LLC)
                             2450 Hollywood Blvd., Suite 700
                             Hollywood, FL 33020

      USAllianz Securities, Inc. (corporation)
                             5701 Golden Hills Drive
                             Minneapolis, MN 55416

      USAllianz Insurance & securities Agency, Inc., (corporation)
                             (New Mexico)
                             119 East Marcy
                             Santa Fe, NM 87501

      USAllianz Insurance & Securities Agency, Inc., (corporation)
                             (Colorado)
                             1675 Broadway
                             Denver, CO 80202

      USAllianz Insurance,& Securities Agency, Inc., (corporation)
                             (North Carolina)
                             225 Hillsborough Street
                             Raleigh, NC 27603

      USAllianz Insurance & Securities Agency, Inc., (corporation)
                             (Texas)
                             350 North St. Paul Street
                             Dallas, TX 75201

      USAllianz Insurance Agency of Texas, Inc. (corporation)
                             (Texas)
                             350 North St. Paul Street
                             Dallas, TX 75201


<PAGE>

      USAllianz Insurance & Securities Agency, Inc. (corporation)
                             (Vermont)
                             148 College Street
                             Burlington, VT 05401

      USAllianz Insurance & Securities Agency, Inc.
                             2000 Interstate Park Drive, Suite 204 (corporation)
                             Montgomery, AL 36109

      USAllianz Insurance & Securities Agency, Inc.(corporation)
                             (Kentucky)
                             Kentucky Home Life Building
                             Louisville, KY 40202

      USAllianz Insurance & Securities Agency, Inc. (corporation)
                             (Ohio)
                             1300 East 91-11 Street
                             Cleveland, OH 44114

      USAllianz Insurance & Securities Agency, Inc. (corporation)
                             (Hawaii)
                             100 Bishop Street
                             Honolulu, HI 96813

      USAllianz Insurance & Securities Agency, Inc. (corporation)
                             (Nevada)
                             6100 Neil Road, Suite 500
                             Reno, NV 89511

      USAllianz Insurance Agency, Inc. (corporation)
                             (Massachusetts)
                             101 Federal Street
                             Boston, MA 02110

      USAllianz Insurance Agency, Inc. (corporation)
                             (New York)
                             c/o Corporation Service Company
                             80 State Street
                             Albany, NY 12207

      Allianz Individual Insurance Group, Inc. (corporation)
                             5701 Golden Hills Drive
                             Minneapolis, MN 55416

      Tax Planning Seminars, Inc. (corporation)
                             Two Echelon Plaza, Suite 220
                             221 Laurel Road,
                             Voorhees, NJ 08043

      Ann Arbor Annuity Exchange, Inc., (corporation)
                             2350 Washtenau Ave., Suite 8
                             Ann Arbor, MI  48104


<PAGE>

      Signature Financial Services, Inc. (corporation)
                             550 Pinetown Road, Suite 208
                             Fort Washington, PA 19034

      Sunderland Insurance Services, Inc. (corporation)
                             2102 Great Northern Drive
                             Fargo, ND 58102

      Challenging Financial Careers Insurance Marketing (corporation)
                             20422 Beach Boulevard, Suite 200
                             Huntington Beach, CA 92648

      Personalized Brokerage services, Inc. (corporation)
                             1023 SW 5th Ave.
                             Topeka, KS 66606

      Roster Financial, LLC (LLC)
                             403 Commerce Lane
                             West Berlin, NJ 08091

      Life Sales, LLC (LLC)
                             955 Front Street
                             Novato, CA 94947

      Professional Planners, LLC (LLC)
                             636 U.S. Highway 1, Suite 205
                             North Palm Beach, FL 33408

      Professional Planners Marketing Group, LLC (LLC)
                             636 U.S. Highway 1, Suite 205
                             North Palm Beach, FL 33408

      Professional Planners Marketing Group II, LLC (LLC)
                             636 U.S. Highway 1, Suite 205
                             [city and state???]

      Valley Green Business Park, Ltd.
                             55 Greens Farms Road, P.O. Box 5160
                             Westport, CT 06881-5160

      Allianz Asset Management, Incorporated (corporation)
                             55 Greens Farms Road, P.O. Box 5160
                             Westport, CT 06881-5160

      Allianz Real Estate Corp. (corporation)
                             55 Greens Farms Road, P.O. Box 5160
                             Westport, CT 06881-5160

      Valley Green Business Park, Inc. (corporation)
                             55 Greens Farms Road, P.O. Box'5160
                             Westport, CT 06881-5160

      Allianz Global Risks US Insurance Company (corporation)
                             2350 Empire Avenue
                             Burbank, CA 91504

      Allianz Risk Consultants, LLC (LLC)
                             2350 Empire Avenue
                             Burbank, CA 91504

      Allianz Underwriters Insurance Company (corporation)
                             2350 Empire Avenue
                             Burbank, CA 91504


<PAGE>

      Jefferson Insurance Company of New York (corporation)
                             75 Wall Street, 19th Floor
                             New York, NY 10005

      Monticello Insurance Company (corporation)
                             1209 Orange Street
                             Wilmington, DE 19801

      JeffCo Management Company, Inc. (corporation)
                             Harborside Financial Center,
                             702 Plaza 3
                             Jersey City, NJ 07311-3892

      Fireman's Fund Insurance Company (corporation)
                             777 San Marin Drive

      The American Insurance Company (corporation)
                             c/oKutak Rock, The Omaha Bldg.,
                             1650 Farnam Street, Omaha, NE 68102-2156

      Fireman's Fund Insurance Company of Georgia (corporation)
                             Four NorthWinds Center
                             11605 Haynes Bridge Road
                             Alpharetta, GA 30004

      Fireman's Fund Insurance Co. of Hawaii, Inc. (corporation)
                             1001 Bishop Street
                             Pauahi Tower, Suite 1900
                             Honolulu, HI 96813

      Fireman's Fund Insurance Co. of Louisiana (Corporation)
                             800 Commerce Road West, Suite 106
                             Harah, LA 70123

      Fireman's Fund Insurance Company of Ohio (corporation)
                             312 Walnut Street, Suite 1100
                             Cincinnati, OH 45202

      Fireman's Fund Insurance Company of Wisconsin (corporation)
                             3333 North Mayfair Rd.
                             (P.O. Box 2963, Milwaukee WI 53201-2963)
                             Wauwatosa, WI 53213

      Interstate National Corporation (corporation)
                             55 East Monroe Street,
                             Chicago, IL 60603

      Interstate Fire & Casualty Company (corporation)
                             55 East Monroe Street
                             Chicago, IL 60603

      Interstate Indemnity Company (corporation)
                             55 East Monroe Street,
                             Chicago, IL 60603

      Chicago Insurance Company (corporation)
                             55 East Monroe Street
                             Chicago, IL 60603

      Chicago Auto Insurance Service, Inc. (corporation)
                             55 East Monroe Street
                             Chicago, IL 60603


<PAGE>

      Interstate National Corp. of California (corporation)
                             55 East Monroe Street
                             Chicago, IL 60603

      American Automobile Insurance Company (corporation)
                             727 Craig Rd.
                             Creve Coeur, MO 63141

      Associated Indemnity Corporation (corporation)
                             777 San Marin Drive
                             Novato, CA 94998

      The Excess and.Special Risk Market Inc. (corporation)
                             777 San Marin Drive
                             Novato, CA 94998

      Fireman's Fund Indemnity Corporation (corporation)
                             35 Waterview Plaza, #400
                             Parsippany, NJ 07054

      Fireman's Fund Insurance Company of Missouri (corporation)
                             727 Craig Road
                             Creve Coeur, MO 63141

      Fireman's Fund Insurance Company of Nebraska (corporation)
                             1650 Farnam Street,
                             Omaha, NE 68102-2156

      Fireman's Fund Insurance Company of Texas (Corporation)
                             1999 Bryan Street,
                             Dallas, TX  5201

      Midway Insurance Company of Illinois (corporation)
                             233 South Wacker Drive, Suite 2000
                             Chicago, IL 60606-6308

      National Surety Corporation (corporation)
                             233 South Wacker Drive, Suite 2000
                             Chicago, IL 60606-6308

      Parkway Insurance Company (corporation)
                             1200 Route 22 East
                             Bridgewater, NJ 08807

      San Francisco Reinsurance Company (corporation)
                             777 San Marin Drive
                             Novato, CA 94998

      Standard General Agency Inc. (corporation)
                             1999 Bryan Street
                             Dallas, TX 75201

      Fireman's Fund County Mutual Insurance Co. (corporation)
                             1999 Bryan Street,
                             Dallas, TX 75201

      American Standard Lloyd's Insurance Company (corporation)
                             1999 Bryan Street
                             Dallas TX 75201


<PAGE>

      Structured Security Company, LLC. (LLC)
                             32 Loockerman Sq. #L-100
                             Dover, DE 19901

      Vintage Insurance Company (corporation)
                             777 San Marin Drive
                             Novato, CA 94998

      International Film Guarantors Inc., (corporation)
                             10940 Wilshire Blvd., #1900
                             Los Angeles, CA 90024

      International Film Guarantors, L.P. (L.P.)
                             10940 Wilshire Blvd., #1900
                             Los Angeles, CA 90024

      International Film Guarantors Reinsurance Ltd. (corporation)
                            75 Pitt's Bay Road
                            P.O. Box HM 1007
                            Hamilton HM DX, Bermuda

      Par Holdings, Ltd. (corporation)
                            P.O. Box 660, Belvedere Bldg.
                            Hamilton HM CX
                            Bermuda

      Allianz Cash Pool LLC
                             1209 Orange Street
                             Wilmington DE 19801

      Fireman's Fund Foundation  (corporation - non profit)
                            777 San Marin Drive
                            Novato, CA 94998

      Crop Growers Corporation (corporation)
                            P.O. Box 25951
                            Overland Park, KS 66225-5951

      Crop Growers Insurance Services, Inc. (corporation)
                            1126 Meade Avenue
                            Prosser WA 99350

      Texas Crop Growers Insurance Services, Inc. (corporation)
                            8220 Orlando
                            Lubbock, TX 79423

      Wm. H. McGee & Co., Inc. (corporation)
                            75 Wall Street, 19th Floor
                            New York, NY 10005

      Wm. H. McGee & Co. of Canada, Ltd. (corporation)
                            48 Yonge Street
                            Toronto, Ontario, Canada M5E 1G6

      Wm. H. McGee & Company of Puerto Rico, Inc. (corporation)
                            252 Ponce de Leon Avenue, Suite 903
                            Hato Rey, Puerto Rico 00918


<PAGE>

      Wm. H. McGee Services, Inc. (corporation)
                            75 Wall Street, 19th Floor
                            New York, NY 10005

      Wm. H. McGee & Co. (Bermuda) Ltd. (corporation)
                            The Ace Building
                            Hamilton, HM DX Bermuda

      McGee Insurance Company (Bermuda) Limited (corporation)
                            The Ace Building
                            P.O. Box HM 1007
                            Hamilton, HM DX Bermuda