**Transamerica Insurance Group**

**Excess Liability**

We, the Company named in the Declarations, relying upon the statements shown on the Declarations page attached to this policy, and in return for the payment of the premium and subject to the terms, conditions, exclusions, and limits of insurance of this policy, agree with you as follows:

**SECTION I**

**INSURING AGREEMENT**

**A. Coverage**

We will pay on your behalf the Limits of Insurance, for the **ultimate net loss**, in excess of the Underlying Limits of Insurance, both shown in the Declarations, for all sums that any insured shall become legally obligated to pay as damages on account of:

1. Bodily Injury;
2. Property Damage;
3. Personal Injury;
4. Advertising Injury.

arising out of the hazards covered by and as defined in the Controlling Umbrella Policy as shown in Item 5 of the Declarations.

**B. Defense Provisions**

1. With respect to any occurrence covered by underlying insurance we shall not be called upon to assume charge of the investigation, settlement or defense of any claim made or suit brought against you, but shall have the right and be given the opportunity to be associated in the defense and trial of any such claims or suits relative to any occurrence which, in our opinion may create liability on the part of us under the terms of this policy.

2. If the aggregate limits of liability under said underlying insurance are reduced or exhausted by payment of judgments, settlements or defense costs 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 and we may make such investigation and settlement of any claim or suit, which does not exceed the aggregate limit of this policy.

We shall not be obligated under this provision after the aggregate limit of this policy has been exhausted by payment of the ultimate net loss.

**SECTION II**

**WHAT IS NOT COVERED**

This insurance does not apply to:

**A. Bodily injury, property damage, personal injury arising out of:**

1. the actual, alleged or threatened discharge, dispersal, release or escape of pollutants;
2. to any loss, cost, or expense arising out of any governmental directive or request that you test for, monitor, clean up, remove, contain, treat, detoxify or neutralize pollutants.

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.

**B. Any obligation of the insured under a Worker's Compensation, Unemployment Compensation, Occupational Disease, Disability Benefits Law, or any similar law.**

Bodily injury, property damage, personal injury arising out of:

EL 17449