# Transamerica Insurance Group New York Amendatory Excess Liability Policy

## SECTION I - INSURING AGREEMENT
Paragraph B, Item 2 is amended to read:

2. If the aggregate limits of liability under said underlying insurance are reduced or exhausted by payment of judgments or settlements that would be payable under the terms of this policy, this insurance shall:
   a. in the event of reduction, pay the excess of the reduced underlying limit;
   b. in the event of exhaustion, continue in force as underlying insurance, but in such instances we shall defend only those suits brought within the coverage territory seeking damages payable under this policy even if any of the allegations of the suit are groundless, false or fraudulent, and we may make such investigation and settlement of any claim or suit, which does not exceed the aggregate limit of this policy.

The following additional items are added to Paragraph B, DEFENSE PROVISIONS:

3. We shall not settle any claim covered by this policy without your consent. Your consent shall not be unreasonably withheld. If however you refuse to consent to any settlement mutually agreed upon by us and the plaintiff and recommended in writing by us, and you elect to contest or continue any legal proceedings, our liability will not exceed the amount of which the claim could have been settled, plus the cost and expenses insured up to the date of your refusal to provide consent.

## SECTION II - WHAT IS NOT COVERED
is amended as follows:

The following additional paragraphs are added:

F. Bodily injury, Property Damage, or Advertising Injury
1) caused intentionally or by, or at the direction of you; or
2) arising out of acts of discrimination because of race, creed, sex, color or national origin.

We shall have no duty or obligation to provide or pay for the investigation or defense of any loss, cost, expense, claim or suit excluded above and in connection therewith DEFENSE, SETTLEMENT, AND SUPPLEMENTARY PAYMENTS shall not apply.

G. Bodily injury arising out of assault and battery unless such coverage is provided by the Controlling Umbrella Policy listed in Item 5 of the Declarations. Our coverage for assault and battery is subject to the following terms and conditions:
1) such use of force must have been within the scope of the Insured's duties, and
2) we will not provide the costs of defense and indemnification arising out of criminal prosecution of the Insured.

C. SECTION III. DEFINITIONS, the definition of "ULTIMATE NET LOSS" is amended to read as follows:

"Ultimate Net Loss" means the amount of the principle sum, award or verdict actually paid or payable in cash in the settlement or satisfaction of claims for which the insured is liable, either by adjudication or compromise with the written consent of us, after making proper deduction for all recoveries and salvages.

D. SECTION IV. CONDITIONS – Condition D - CANCELLATION is deleted and replaced with the following:

D) CANCELLATION & NON-RENEWAL

This policy may be cancelled by you by mailing to us written notice stating when such cancellation shall be effective. With respect to cancellation by us:

1. Cancellation for Policies in Effect 60 Days or Less
The policy may be cancelled by us by mailing or delivering to you written notice stating the reason for cancellation at the mailing address shown in this policy, and your authorized agent or broker at least:
a) 20 days before the effective date of cancellation if the policy is cancelled for any reason not included in paragraph b. below.
b) 15 days before the effective date of cancellation if the policy is cancelled for any of the following reasons:
1) Nonpayment of premium;
2) Conviction of a crime arising out of acts increasing the hazard insured against;
3) Discovery of fraud or material misrepresentation in the obtaining of the policy or in the presentation of a claim thereunder.