SETTLEMENT AGREEMENT AND RELEASE

Exhibit 10(zzz)

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (“Agreement”) is made between Quaker Chemical Corporation and SB Decking, Inc. on the one hand, and Federal Insurance Company on the other hand. Collectively, Quaker Chemical Corporation, SB Decking, Inc. and Federal Insurance Company are referred to as the “Parties.”

RECITALS

WHEREAS, Federal Insurance Company issued or is alleged to have issued certain insurance policies to SB Decking, Inc. and Quaker Chemical Corporation (the “Policies,” as defined below); and

WHEREAS, SB Decking, Inc. has been named as a defendant in numerous actions involving Asbestos Claims (as defined below), and it anticipates that it will be named in additional Asbestos Claims in the future; and

WHEREAS, SB Decking, Inc. has made certain requests to Federal Insurance Company for insurance coverage in connection with Asbestos Claims under the SB Decking Policies (as defined below); and

WHEREAS, for many years, under a reservation of rights, Federal Insurance Company has provided a defense and paid indemnity under the SB Decking Policies for Asbestos Claims; and

WHEREAS, SB Decking, Inc. and Federal Insurance Company disagree over the extent to which the SB Decking Policies afford coverage for Asbestos Claims (the “Coverage Disputes”); and

WHEREAS, the Parties, without admitting in any way the validity of the positions or arguments advanced by the other side, now find it in their respective best interests to settle, resolve and compromise their Coverage Disputes and other coverage disputes amicably and to provide for the releases contained herein; and

WHEREAS, this Agreement represents a good faith compromise of the Parties’ Coverage Disputes and not an agreement as to the merits of their respective claims, defenses, and positions, all of which they maintain; and

WHEREAS, the Parties have each received the advice of counsel in the preparation, drafting, and execution of this Agreement, which was negotiated at arms’ length; and

WHEREAS, the Settlement Amount (as defined below) represents fair value for the full releases of the SB Decking Policies and for the partial releases of the Quaker Policies (as defined below) and is a good faith estimate of the total amount that Federal could otherwise become obligated to pay on behalf of SB Decking (as defined below) and/or Quaker (as defined below) for any and all

Claims (as defined below), including without limitation Asbestos Claims, under the SB Decking Policies, and for certain released Claims under the Quaker Policies (as set forth in Section 4 below);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

AGREEMENT

1. Definitions . For purposes of this Agreement only, the following defined terms shall have the following meanings. The singular shall include the plural and vice-versa.

1.1. “Asbestos Claim” means any non-workers compensation Claim alleging personal injury, bodily injury, mental injury, mental anguish, shock, sickness, disease, disability, or death or the fear or apprehension thereof, property damage, loss of use, financial loss, loss of consortium, or seeking compensation for the cost of medical monitoring or screening, or seeking relief of any kind for any other injury, damage or condition of any kind or sort whatsoever, arising out of, caused by or related to, in whole or in part, directly or indirectly, the manufacture, sale, handling, distribution, installation, repair, removal, exposure to or use of asbestos or asbestos-containing products or material, or any conduct that results or is alleged to result in the exposure to asbestos or asbestos-containing material, alone or in combination with any other dust, mineral, fiber, substance or material, including without limitation any Claim arising out of actual, threatened or alleged exposure to asbestos (alone or in combination with any other dust, mineral, fiber, substance or material), any Claim seeking the removal, repair, abatement or replacement of asbestos or asbestos-containing material, any Claim arising out of the alleged failure to produce an asbestos-free product, and any Claim based on or arising out of any theory of liability or basis of recovery based upon, growing out of or related to asbestos or any asbestos-containing product, whether the injury associated with such Claim falls within or outside of the definitions of Products Hazard or Completed Operations Hazard, or their equivalents, contained in the Policies.

1.2. “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 cross-claims, counterclaims, third-party claims, suits, lawsuits, administrative proceedings, notices of liability or potential liability, arbitrations, actions, rights, requests, causes of action or orders, and including without limitation Asbestos Claims and any “Claim” as that term is defined in United States Bankruptcy Code, 11 U.S.C. § 101(5) and “future demands” as that term is defined in United States Bankruptcy Code, 11 U.S.C. § 524(g)(5).

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1.3. “Claims Account” means an account that is owned by SB Decking and established by SB Decking at a financial institution.

1.4. “Effective Date” means the date the last signature of the Parties is placed hereon, and this Agreement shall be effective as of such date.

1.5. “Federal” means Federal Insurance Company and all of its respective past or present corporate parents, subsidiaries, affiliates and divisions, and all of their respective past, present, and future directors, officers, principals, employees, agents, representatives, attorneys, joint ventures, predecessors, successors, beneficiaries, grantees, vendees, transferees and assigns, and all other Persons acting on their behalf with respect to the events, transactions, or occurrences that are the subject of this Agreement. The corporate Persons currently within the definition of “Federal” are listed on Exhibit 1.

1.6. “Indemnified Claim” means any Claim, whether based in tort, contract or any other theory of recovery, seeking any type of damages or relief, made by any Person against Federal seeking amounts that are allegedly owed under the SB Decking Policies in addition to the Settlement Amount and amounts that have previously been paid by Federal under the SB Decking Policies, except that an Indemnified Claim shall not include a Claim for coverage that has been preserved under Section 4.4 of this Agreement.

1.7. “Non-Insurance Assets” means all of the assets of SB Decking, Inc. except the proceeds of any insurance policies that provide insurance coverage to SB Decking, Inc., including the payments in the Claims Account, or the proceeds of any loan from Quaker Chemical Corporation to SB Decking, Inc.

1.8. “Person” means any individual, group of individuals, corporation, partnership, association, trust or estate (or beneficiary thereof), government agency or other organization or entity, and any successor in interest, heir, guardian, executor, administrator, trustee, trustee in bankruptcy, or receiver of any person or entity.

1.9. “Policies” means the SB Decking Policies and the Quaker Policies.

1.10. “Quaker” means Quaker Chemical Corporation and all of its past or present corporate parents, subsidiaries, affiliates and divisions, and all of its respective past, present, and future directors, officers, principals, employees, agents, representatives, attorneys, joint ventures, predecessors, successors, beneficiaries, grantees, vendees, transferees and assigns, and all other Persons acting on its behalf with respect to the events, transactions, or occurrences that are the subject of this Agreement.

1.11. “Quaker Policies” means Quaker Pre-1978 Policies and Quaker 78-79 Policy.

1.12. “Quaker Pre-1978 Policies” means the liability policies issued or allegedly issued by Federal Insurance Company to Quaker Chemical Corporation identified on Exhibit 3.

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1.13. “Quaker 78-79 Policy” means the umbrella liability policy issued by Federal to Quaker Chemical Corporation, bearing policy number (79) 7925 04 73, and with a policy term of January 1, 1978 to January 1, 1979.

1.14. “Retained Counsel” means counsel selected to defend an Indemnified Claim pursuant to Section 5.2 of this Agreement.

1.15. “Selby Asbestos Claims” means those Asbestos Claims asserted against and/or arising out of the business of Selby Decking, Inc. or Selby Battersby & Co.

1.16. “Settlement Amount” means the sum total of the payments identified to be made by Federal pursuant to Section 2.1 of this Agreement.

1.17. “SB Decking” means SB Decking, Inc., formerly known as Selby Battersby & Co., and all of its past or present corporate parents, subsidiaries, affiliates and divisions, and all of its respective past, present, and future directors, officers, principals, employees, agents, representatives, attorneys, joint ventures, predecessors, successors, beneficiaries, grantees, vendees, transferees and assigns, and all other Persons acting on its behalf with respect to the events, transactions, or occurrences that are the subject of this Agreement.

1.18. “SB Decking Policies” means all general liability, umbrella liability or excess liability, or any other insurance policies, known or unknown, issued or alleged to have been issued prior to the Effective Date by Federal to SB Decking, Inc. or Selby Battersby & Co., including without limitation, the policies listed on Exhibit 2.

2. Payments to SB Decking, Inc.

2.1. Federal shall make payments to SB Decking, Inc. totaling Twenty Million Dollars ($20,000,000) (the “Settlement Amount”) payable in four installments in the following amounts at the following times:

2.2. The Parties agree, subject to Section 4.4, that: (a) the Settlement Amount is the total amount that Federal ever will be obligated to pay to Quaker, SB Decking, or any other Person under or arising out of the SB Decking Policies in connection with any Claim, including without limitation Asbestos Claims; (b) the Settlement Amount is the total amount that Federal ever will be

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obligated to pay to Quaker, SB Decking, or any other Person under or arising out of the Quaker Pre-1978 Policies in connection with any Selby Asbestos Claims; (c) Federal is not acting as a volunteer in paying the Settlement Amount pursuant to this Agreement; and (d) the Settlement Amount is based on a compromise reached through arms-length negotiations and represents fair value for the releases provided for in Section 4 of this Agreement.

3. The Claims Account .

3.1. The four settlement payments as set forth in Section 2.1 shall be made by check, on or before the due date, to SB Decking, Inc. for deposit into the Claims Account. The Claims Account shall be a conservative, high quality interest-bearing investment account and, except as set forth in Sections 3.2 and 3.4 below, shall be used solely to pay defense and indemnity costs incurred by or on behalf of SB Decking or Quaker in connection with Asbestos Claims arising out of the business of SB Decking.

3.2. If it ever becomes clear that, while funds remain in the Claims Account, neither SB Decking nor Quaker will have any future obligation to pay defense or indemnity costs in connection with Asbestos Claims (a circumstance that the Parties agree is very unlikely to occur), the funds then remaining in the Claims Account may be used to reimburse Quaker or SB Decking for any amounts expended by them for defense and indemnity for other claims that would have been eligible for insurance coverage under the Policies.

3.3. The Claims Account shall be closed upon the exhaustion of the account or on December 12, 2020, whichever occurs first.

3.4. The Parties agree that the Settlement Amount represents a good faith estimate of the total amount that Federal could otherwise become obligated to pay under the SB Decking Policies in connection with Asbestos Claims. If it appears at the time the Claims Account is closed that any sums remaining in the account may be needed to pay defense or indemnity costs in connection with Asbestos Claims or other Claims that would have been eligible for coverage under the Policies, then SB Decking shall use the remaining sums for such purposes. If, however, there are sums remaining in the Claims Account at the time that it is closed, and it should at any time thereafter become clear that there is only a remote possibility that such sums will ever be needed to pay defense or indemnity costs in connection with Asbestos Claims or other Claims that would have been eligible for coverage under the Policies (a contingency that the Parties to this Agreement believe is very unlikely to occur), such sums may then be used by SB Decking for any purpose.

4. Releases .

4.1. With respect to the SB Decking Policies , SB Decking, Quaker and Federal each separately, fully, finally and completely, to the full extent that the Parties have the right, power or authority to do so, releases, remises, acquits and forever discharges each other from, and covenants not to sue each other regarding, any and all past, present and future Claims of any kind,

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whether actual or alleged, known or unknown, accrued or unaccrued, existing or potential, or suspected or unsuspected, in connection with, relating to, or arising out of, in any manner or fashion, the SB Decking Policies, including without limitation:

whether such Claims seek compensatory damages, punitive damages, exemplary damages, statutorily multiplied damages, attorneys’ fees, interest, costs or any other type of relief.

The Parties understand that Claims that have been made or may be asserted against SB Decking and/or Quaker may increase or decrease in amount or severity over time, that Claims asserted against SB Decking and/or Quaker may include progressive, cumulative, unknown and/or unforeseen elements, and that there may be hidden, unknown and unknowable damages, defense expenses or other costs related to such Claims. Nonetheless, the Parties, and SB Decking, Quaker, and Federal, to the full extent that the Parties have the right, power or authority to bind them, irrevocably and knowingly agree that the releases contained in this Section 4.1 include a full, complete and irrevocable release and discharge from all known or unknown rights or Claims under the SB Decking Policies. In furtherance of this express intent, the Parties, and SB Decking, Quaker, and Federal, to the full extent that the Parties have the right, power or authority to bind them, expressly waive any and all rights they may have under any contract, statute, code, regulation, ordinance or the common law that may limit or restrict the effect of the general release of Claims in this Section 4.1 not known or suspected to exist in its favor at the time of the execution of the Agreement. The Parties, and SB Decking, Quaker, and Federal, to the full extent that the Parties have the right, power or authority to bind them, expressly assume the risk that acts, omissions, matters, causes or things may have occurred or will occur that it does not know and does not suspect to exist.

4.2. With respect to the Quaker Pre-1978 Policies , SB Decking, Quaker and Federal each separately, fully, finally and completely, to the full extent that the Parties have the right, power or authority to do so, releases, remises, acquits and forever

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discharges each other from, and covenants not to sue each other regarding, any and all past, present and future Selby Asbestos Claims of any kind, whether actual or alleged, known or unknown, accrued or unaccrued, existing or potential, or suspected or unsuspected, in connection with, relating to, or arising out of, in any manner or fashion, the Quaker Pre-1978 Policies.

4.3. With respect to the Quaker 78-79 Policy , SB Decking, Quaker and Federal agree that, notwithstanding any policy language to the contrary, the available limits for indemnity coverage for Selby Asbestos Claims shall be $5 million, with defense costs to be paid in addition to the $5 million limit. The Parties agree that, at the time of the Effective Date, there is no impairment of the Quaker 78-79 Policy.

4.4. Notwithstanding any provision of this Agreement to the contrary, the coverage provided by any worker’s compensation, employer’s liability, or automobile policies that Federal issued or allegedly issued to SB Decking shall not be impaired by this Agreement; provided further, however, that nothing contained in this paragraph shall alter or limit the release of Federal and its affiliated entities with r