# CENTENNIAL INSURANCE COMPANY

**10 WALL STREET, NEW YORK, NEW YORK 10005**

**INSURANCE POLICY**

**Declaration Page**

**Insuring Agreement**

**I. Coverage:**

The insured is covered for the ultimate loss, not to exceed the retained limit defined, which the insured shall be liable to pay as damages by reason of the liability imposed upon the insured by law or assumed by the insured under contract on account of any accident.

**(a) Personal Injury (b) Property Damage Liability (c) Advertising Liability)**

In which this policy applies, caused by an occurrence anywhere in the world.

**(II. Defense Settlement:** With respect to any occurrence not covered by the underlying policies listed in Schedule A hereof and any other underlying insurance policies, except as provided in paragraph (b) of Insuring Agreement IV, the company shall:

**(a) defend any suit brought against the insured alleging such injury or destruction and all claims and damages on account thereof, even if such suit is groundless, fraudulent, or malicious; but the company may make such investigation, negotiation and settlement of any claim or suit as it deems expedient;

**(b) pay all premiums and bonds to release attachments for an amount not exceeding the applicable limit of liability of this policy, provided no appeal bonds required in any such defense, suit, but without obligation to apply for or furnish any bond or other security required by the court or any such suit and all interest accruing after the judgment as provided in paragraph (b) of this Insuring Agreement until the company has paid or tendered payment in court such part of such judgment as the company may elect to pay, not to exceed the limit of the company's liability;

**(c) pay all reasonable expenses incurred by the insured at the company's request in assisting the company in the investigation or defense of any claim or suit, including the actual loss of earnings not to exceed $50 per day, provided such expenses have been incurred, except settlements of claims and suits are made 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 all expenses incurred with its written consent in accordance with this agreement.

The insured shall promptly notify the company for any amount of ultimate loss in excess of the retained limit specified in paragraph (b) of Insuring Agreement IV.

This policy shall not apply to defense, investigation, settlement or legal expenses covered by underlying insurance policies.

**III. Definition of "Named Insured" and "Insured":**

"Named Insured" includes any subsidiary company (including subsidiaries thereof) of the named insured and any company coming under the named insured's control of which it assumes active management.

The unqualified word "insured," whenever used, includes the named insured and also:

**(a) any person, organization, trustee or estate to whom the named insured is obligated by virtue of a written contract to provide insurance such as is afforded by this policy, only with respect to operations by or on behalf of the named insured or to facilities of or used by the named insured;

**(b) except with respect to the ownership, maintenance or use, including loading or unloading, of any automobile or aircraft, (1) any executive officer, other employee, agent or stockholder thereof while acting within the scope of his duties as such; (2) any organization or proprietor with respect to real estate management for the named insured;

**(c) any person while using an automobile owned or loaned to the named

**IV. Retained Limit - Limit of Liability:**

With respect to Coverage I (a), (b) or (c) or any combination thereof, the company's liability shall be for the ultimate net loss in excess of the insured's retained limit defined as follows:

**(a) the total of the applicable limits of the underlying policies listed in Schedule A hereof, and the applicable limit of any other underlying insurance policies, except as provided in the policy, but in no event less than the amount stated in Insuring Agreement IV (b); or

**(b) the amount stated in Item 3(c) of the declarations as the Retained Limit as the result of any one occurrence not covered by the said policy or policies of insurance, and up to an amount not exceeding the amount stated in Item 3(b) of the declarations.

There is no limit to the number of occurrences during the policy period for which claims may be made, except that the liability of the company arising or arising from the policy period or the completed operations hazard book, combined account of all occurrences during each policy year shall not exceed the amount stated in Item 3(b) of the declarations.

In the event of the reduction of the retained limit, the aggregate limit of liability of the underlying policies listed in Schedule A by reason of limitations, cancellation, surrender, this policy, subject to the above limitations, the retained limit of reduction, shall pay the excess of the reduced underlying limit, used in the event of exhaustion, shall continue in force as underlying insurance.

**EXCLUSIONS APPEAR ON REVERSE SIDE OF DECLARATIONS (PART TWO)**

**DHO INSURANCE**

**COMMERCIAL UMBRELLA POLICY**

**PROVISIONS PAGE 79**