# EXCESS LIABILITY POLICY

**NEW ENGLAND INSURANCE COMPANY**

**BOSTON, MASSACHUSETTS**

**(A stock insurance company)**

**IN THIS POLICY THE WORDS YOU AND YOUR REFER TO THE INSURED SHOWN IN THE DECLARATIONS. WE, US AND OUR REFER TO THE STOCK INSURANCE COMPANY SHOWN IN THE DECLARATIONS. IN RETURN FOR THE PAYMENT OF THE PREMIUM, IN RELIANCE UPON THE STATEMENTS IN THE DECLARATIONS MADE A PART HEREOF AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU AS FOLLOWS:**

## I. INSURING AGREEMENTS

1. **COVERAGE**
   To indemnify the Insured for damages caused by an occurrence taking place during this policy period in excess of the limit of underlying insurance as is stated in (item 4 of the Declarations), but for no more than our Limit of Insurance as stated in Item 3 of the Declarations.
   
   Except as otherwise provided by this policy, the insurance afforded by this policy will follow the terms, conditions, definitions, and exclusions of the controlling underlying insurance policy(ies) as is designated in Item 5 of the Declarations.

2. **DEFENSE**
   We have no obligation to assume charge of the investigation, defense or settlement of any claim or suit that any other insurer has a duty to defend. We have the right and will be given the opportunity to join the Insured or the Insured's underlying insurer or both in the defense, settlement or investigation of a claim or suit which is likely to involve us. The Insured must have our written prior approval to settle a claim in an amount that is likely to involve this insurance.
   
   We will defend any suit likely to involve us for damages which would be payable by the underlying Insurance except for exhaustion of the applicable limit of insurance. Your defense costs shall be reimbursed to you in the same ratio that our share of the damages represents to the total amount of the damages subject to any applicable limit of liability.
   
   When defense expense payments of the controlling underlying insurance policy(ies) act to reduce the limit of insurance provided by that policy, then such payments made under this policy will also reduce the Limit of Insurance as shown in Item 3 of the Declarations. When defense expense payments of the controlling underlying insurance policy(ies) do not reduce the Limit of Insurance provided by that policy, then such payments made under this policy will not reduce the Limit of Insurance as shown in Item 3 of the Declarations. When our Limit of Insurance is used up we will no longer indemnify you for defense expense or assist or associate with you in the defense, settlement or investigation of any claim or suit.

3. **LIMITS OF INSURANCE**
   The Limit of Insurance is the most we will pay regardless of the number of Insureds, claims or suits brought or persons or organizations making claim or bringing suits:
   
   a. The Limit of Insurance stated in Item 3 (b) as the Products/Completed Operations Aggregate Limit is the most we will pay for damages because of injury or damages included in the products/completed operations hazard.
   
      Each payment we make for such damages reduces by the amount of the payment the Products/Completed Operations Aggregate Limit. This reduced limit will then be the Limit of Insurance available for further damages of these kinds.
   
   b. The Limit of Insurance stated in Item 3(c) General Aggregate Limit is the most we will pay except for:
   
      (1) Damages included in paragraph 3.a. above for the products/completed operations hazard and;
      
      (2) Coverages included in the controlling underlying Insurance policy(ies) to which no underlying aggregate(s) limit applies.
   
      Each payment we make for such damages reduces by the amount of the payment the General Aggregate Limit. This reduced limit will then be the Limit of Insurance available for further damages of these kinds.
   
   c. Subject to a. or b. above, whichever applies, the Per Occurrence Limit is the most we will pay for damages because of all bodily injury, property damages; personal injury and advertising injury arising out of any one occurrence.