This endorsement modifies such insurance as is afforded by the provisions of the policy relating to the following:

**COMMERCIAL UMBRELLA LIABILITY**

| POLICY NO. | EFFECTIVE DATE | AGENCY NO. | ADD'L PREMIUM $ | RETURN PREMIUM $ |
|------------|----------------|------------|-----------------|-------------------|
| 8791601    | 1-19-77        |            |                  |                   |

**Named Insured**

This endorsement is issued by that company named below which is the insurer under the policy designated above issued to the Named insured and to part of said policy as of the effective date hereof, at the hour stated in the policy Declarations.

**DEFENSE SETTLEMENT ENDORSEMENT**

IT IS AGREED THAT THE FOLLOWING INSURING AGREEMENT IS ADDED TO THE POLICY:

WITH RESPECT TO ANY OCCURENCE NOT COVERED BY THE UNDERLYING POLICIES LISTED IN THE SCHEDULE OF UNDERLYING INSURANCES HEREOF OR ANY OTHER UNDERLYING INSURANCE COLLECTIBLE BY THE INSURED, BUT COVERED BY THE TERMS AND CONDITIONS OF THIS POLICY EXCEPT FOR THE AMOUNT OF RETAINED LIMIT SPECIFIED IN ITEM 3 (C) OF THE DECLARATIONS, THE COMPANY SHALL:

(A) DEFEND ANY SUIT AGAINST THE INSURED ALLEGING SUCH INJURY OR DESTRUCTION AND SEEKING DAMAGES ON ACCOUNT THEREOF, EVEN IF SUCH SUIT IS GROUNDLESS, FALSE OR FRAUDULENT: BUT THE COMPANY MAY MAKE SUCH INVESTIGATION, NEGOTIATION AND SETTLEMENT OF ANY CLAIM OR SUIT AS IT DEEMS EXPEDIENT;

(B) PAY ALL PREMIUMS ON BONDS TO RELEASE ATTACHMENTS FOR AN AMOUNT NOT IN EXCESS OF THE APPLICABLE LIMIT OF LIABILITY OF THIS POLICY, ALL PREMIUMS ON APPEAL BONDS REQUIRED IN ANY SUCH DEFENDED SUIT, BUT WITHOUT ANY OBLIGATION TO APPLY FOR OR FURNISH ANY SUCH BONDS;

(C) PAY ALL EXPENSES INCURRED BY THE COMPANY, ALL COSTS TAXED AGAINST THE INSURED IN ANY SUCH SUIT AND ALL INTEREST ACCRUING AFTER ENTRY OF JUDGMENT UNTIL THE COMPANY HAS PAID OR TENDERED OR DEPOSITED IN COURT SUCH PART OF SUCH JUDGMENT AS DOES NOT EXCEED THE LIMIT OF THE COMPANY'S LIABILITY THEREON;

(D) REIMBURSE THE INSURED FOR ALL REASONABLE EXPENSES, OTHER THAN LOSS OF EARNINGS, INCURRED AT THE COMPANY'S REQUEST;

AND THE AMOUNTS SO INCURRED, EXCEPT SETTLEMENTS OF CLAIMS AND SUITS ARE PAYABLE BY THE COMPANY IN ADDITION TO THE APPLICABLE LIMIT OF LIABILITY OF THIS POLICY.

IN JURISDICTIONS WHERE THE COMPANY MAY BE PREVENTED BY LAW OR OTHERWISE FROM CARRYING OUT THIS AGREEMENT, THE COMPANY SHALL PAY ANY EXPENSE INCURRED WITH ITS WRITTEN CONSENT IN ACCORDANCE WITH THIS AGREEMENT.

THE INSURED SHALL PROMPTLY REIMBURSE THE COMPANY (EXCEPT DEFENSE COSTS) FOR ANY AMOUNT OF ULTIMATE NET LOSS PAID ON BEHALF OF THE INSURED WITHIN THE RETAINED LIMIT SPECIFIED IN ITEM 3 (C) OF THE DECLARATIONS.

**MANUSCRIPT ENDORSEMENT NO. 6**

ZURICH INSURANCE COMPANY

AMERICAN GUARANTEE AND LIABILITY INSURANCE COMPANY

**Countersigned:** [Signature]

**Duly authorized agent:** [Signature]