process in any action, suit or proceeding instituted in any Court of Competent Jurisdiction by or on behalf of the Insured, or any beneficiary hereunder, arising out of this Certificate of Excess Insurance, and hereby designates T. Darrington Semple, Jr., Secretary, American Excess Insurance Company, One Liberty Plaza 91 Liberty Street, New York, New York, 10006, or his representative as the person to whom said officer is authorized to mail such process or a true copy thereof.

10. Subrogation and Salvage: All salvages, recoveries or payments recovered or received subsequent to a settlement under this Certificate shall be applied as if recovered or received prior to such settlement and all necessary adjustments shall then be made between the Insured and the Company.

Inasmuch as this Certificate is Excess Insurance, the Insured's right of recovery against any person cannot be exclusively subrogated to the Company. It is, therefore, understood and agreed that in the event of payment hereunder, the Company will act in concert with all other interests (including the Insured) concerned in the exercise of such rights of recovery. The apportionment of any amounts which may be so recovered shall follow the principle that any interests (including the Insured) that shall have paid an amount over and above any payment hereunder, shall first be reimbursed up to the amount paid by them; the Company is then to be reimbursed out of any balance then remaining up to the amount paid hereunder. Lastly, the interests (including the Insured) of whom this coverage is in excess are entitled to claim the residue, if any. Expenses necessary to the recovery of any such amount shall be apportioned between the interests (including the Insured) concerned, in the ratio of their respective recoveries as finally settled. The Insured shall do nothing after loss to prejudice such rights.

Nothing herein contained shall be construed to mean that the Insured shall be required to enforce by legal action any right of subrogation or indemnity before the Company shall pay any loss covered hereunder.

11. Term: This Certificate applies only to accidents or occurrences happening between the effective and expiration dates shown in Item 2 of the Declarations of this Certificate, unless otherwise cancelled

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its President and Secretary, but same shall not be binding upon the Company unless countersigned by an authorized representative of the Company.
```

**James D. Koehnen**
**President**

**T. Darrington Semple, Jr.**
**Secretary**