**AMERICAN RE-INSURANCE COMPANY**

99 John Street  
New York 38, New York

**CERTIFICATE OF EXCESS INSURANCE issued by the AMERICAN RE-INSURANCE COMPANY, New York, New York (hereinafter called the "Company") to the party or parties named in Item 1 of the Declarations made a part hereof (herein after called the "Insured").**

WHEREAS an insurance company or companies have issued to the Insured a policy or policies of insurance as shown in Item 2. of the Declarations, hereonafter referred to as the "underlying insurance,"

AND WHEREAS the Insured desires additional insurance to apply in excess of the underlying insurance.

**INSURING AGREEMENT**

NOW THEREFORE this Certificate is to further indemnify the Insured against ultimate net loss arising out of the hazards covered and as defined in the underlying insurance but only up to an amount not exceeding the limit(s) shown in Item 3. of the Declarations.

**PREMIUM**

THE PREMIUM DUE the Company for this excess insurance shall be shown in Item 4. of the Declarations payable upon delivery of this Certificate.

**NOTICE OF LOSS**

THE INSURED shall immediately advise the Company of any accident or occurrence which appears likely to result in liability under this Certificate and of subsequent developments likely to affect the Company's liability hereunder. The Company shall not, however, be called upon to assume charge of the settlement or defense of any claims made, or suits brought or proceedings instituted against the Insured, but shall have the right and opportunity to be associated with the Insured in the defense and trial of any such claims, suits or proceedings relative to any accident or occurrence which, in the opinion of the Company may create liability on the part of the Company under the terms of the Certificate. If the Company avails itself of such right and opportunity, the Insured and the Company shall cooperate in all respects so as to effect a final determination of the claim or claims. Failure on the part of the Insured to cooperate shall relieve the Company, at its option, of liability under this Certificate.

**LOSS ADJUSTMENT**

UPON FINAL DETERMINATION by settlement, award or verdict of the liability of the Insured, the Company shall promptly pay the Insured as the Insured shall pay and shall have actually paid, the amount of any ultimate net loss coming within the terms and limits of this excess insurance.

**ULTIMATE NET LOSS**, as used herein, shall be understood to mean the sums paid in settlement of losses for which the Insured is liable after making deductions for all recoveries, salvages and other insurances (other than recoveries under the Underlying Insurance, policies of coinsurance, or policies specifically in excess hereof), whether recoverable or not, and shall exclude all "Costs".

THE WORD "COSTS" shall be understood to mean interest on judgments, investigation, adjustment and legal expenses including taxed court costs and premiums on bonds, for which the Insured is not covered by the Underlying Insurance (excluding, however, all expenses for salaried employees and retained counsel of and all office expenses of the Insured).

**Certificate No. M-7117-0002 to 7/1/70**