# Centennial Company

45 Wall Street, New York, New York 10005

(A stock insurance company, herein called the company)

Agrees with the insured, named in the declarations made a part hereof, in consideration of the payment of the premium and in reliance upon the statements in the application and declarations and subject to the limits of liability, exclusions and other terms of this policy:

## Insuring Agreements

### I. Coverage
To indemnify the insured for the ultimate net loss in excess of the retained limit hereinafter defined, which the insured shall become legally obligated to pay as damages by reason of the liability imposed upon the insured by law, or assumed by the insured under contract on account of:
(a) Personal Injury Liability,
(b) Property Damage Liability, or
(c) Additional Insured Liability,
to which this policy applies, caused by an occurrence anywhere in the world.

### II. Defense — Settlement
With respect to any occurrence not covered by the underlying policies listed in Schedule A hereto or any other underlying insurance collectible by the insured, but covered by the terms and conditions of this policy except as provided in Item IV, the company shall:
(a) defend any suit brought against the insured alleging such injury or destruction and seeking damages thereby, even if such suit is groundless, false or fraudulent, but the company may make such investigation, negotiation and settlement of any claim or suit as it deems expedient;
(b) pay premiums on bonds to release attachments for an amount not in excess of the applicable limit of liability of this policy, all premiums on appeal bonds required in any such defended suit, but without obligation to apply or remit any premium;
(c) pay all expenses incurred by the company, all costs taxed against the insured in any such suit and all interest accruing after entry of judgment until the company has paid or released all amounts due thereon, except that no part of such judgment as does not exceed the limit of the company's liability thereon.
(d) pay all reasonable expenses incurred by the insured at the company's request and assistance in the investigation or defense of any claim or suit, including actual loss of earnings not to exceed $50 per day, and the amounts so incurred, except settlements of claims and suits are not payable by the company in addition to the applicable limit of liability of this policy.

In jurisdictions where the company may be prevented by law or otherwise from carrying out this agreement, the company will pay the expense incurred in carrying out this agreement in accordance with this agreement.

The insured shall promptly reimburse the company for any amount of ultimate net loss paid on behalf of the insured within the retained limit specified in Item III of Schedule A hereto.

This section shall apply to defense, investigation, settlement or legal expenses covered by underlying insurance.

### III. Definition of "Named Insured" and "Insured"
"Named Insured" includes any subsidiary company and subsidiaries thereof of the named insured, and any company coming under the named insured's control of which it assumes active management.

The unqualified word "insured", wherever used, includes the named insured and:
(a) any person, organization, trustee or estate to whom or to which the named insured is obligated by virtue of a written contract to provide insurance, including as an additional insured in this policy, but only with respect to operations by or on behalf of the named insured or to facilities of or used by the named insured.
(b) except with respect to the ownership, maintenance or use, including loan, of any automobile or aircraft, (1) any executive officer, other employee, director, or stockholder thereof who acts within the scope of his duties as such, and (2) any person acting as a proprietor with respect to real estate management for the named insured;
(c) any person while using an automobile owned by or loaned to the named insured or hired for use on behalf of the named insured and any person or organization legally responsible for the use thereof, provided the automobile was owned, leased, or hired by or on behalf of the named insured with the named insured's permission, and any executive officer, director or stockholder of the named insured with respect to the use of an automobile not owned by or on behalf of the named insured, but only with respect to the named insured with respect to any person or organization other than the named insured does not apply under paragraph (c) of this Insuring Agreement:
(1) to any person or organization, including a sales agency, repair shop, service station, storage garage or public parking place, with respect to any occurrence arising out of the operation thereof;
(2) to any person or organization who owns, leases, loans by or loaned to the named insured, to the owner or a lessee thereof other than the named insured, or to any agent or employee of such owner or lessee, except as provided in paragraph (a), (b) or (c) of this Insuring Agreement;
(d) with respect to any aircraft chartered with crew by or on behalf of the named insured, any person using such aircraft and any person legally responsible for the use thereof, except: (1) the owner or crew thereof or any other person operating the aircraft, or (2) any manufacturer of aircraft, engines or aviation accessories, or any aviation sales, service or installation agent of any of them; or (3) any additional interest, other than the named insured or the insured described in paragraphs (a), (b) or (c) of this Insuring Agreement, included in the underlying policy(ies) listed in Schedule A hereto, except only to the extent such insurance is provided to such additional insured thereunder;
(e) if the named insured is designated in the declarations as a partnership or joint venture, the partners or joint venturers and their spouses and any partner or joint venturer's child but with respect to his liability as such, however, this policy does not apply to personal injury, property damage or advertising offense arising out of the conduct of business carried on jointly with a partner or joint venturer who is a partner or member and which is not designated in this policy as a named insured;
(f) if the named insured is designated in the declarations as an individual, the person so designated and the conduct of the conduct of a business in which he is the sole proprietor, and the spouse of the named insured with respect to the conduct of such a business.

### IV. Retained Limit - Limit of Liability
With respect to Coverage I (a), (b) or (c) of this combination policy, the Liability shall be only for the ultimate net loss in excess of the insured's retained limit defined as the greater of:
(a) the total of the applicable limit(s) of the underlying policy(ies) listed in Schedule A hereto, and the applicable limit(s) of any other underlying insurance collectible by the insured, but in no event less than the amount stated in Insuring Agreement IV (d);
(b) the total of the applicable limit(s) of the declarations as the Retained Limit as the result of any one occurrence not covered by the said policy or policies of insurance; or, then up to an amount not exceeding the amount stated in Item 3(b) of the declarations.

There is no limit to the number of occurrences during the policy period for which claims may be made, except that the liability of the company arising out of either the property damage or the combined single hazard or combined multiple peril coverage of all occurrences during each policy year shall not exceed the amount stated in Item 3(b) of the declarations.

In the event of the reduction or cancellation of the applicable limit(s) of liability of the underlying policy(ies) listed in Schedule A by reason of losses paid thereunder, this policy, subject to the above limitations, (1) in the event of reduction, shall pay the excess of the reduced underlying limits, or (2) in the event of exhaustion, shall continue in force as underlying insurance.

## Exclusions
Appears on reverse side of declarations (Part Two)

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