# Centennial Insurance 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) Contracting Liability.

### II. Defense—Settlement
With respect to any occurrence not covered by the underlying policies listed in Schedule A hereto or any other underlying insurance carried by the named insured, but covered by the terms and conditions of this policy except for the amount of retained limit specified in Item (b) of this Insuring Agreement IV, the company shall:
(a) defend any suit brought against the named insured alleging such injury or damage seeking damages on account thereof, 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 all premiums on bonds to release attorneys for an amount not in excess of the applicable limit of this policy, all premiums on appeal bonds, and for any such defended suit, without obligation to apply for or furnish any such bonds;
(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 judgment is paid or tendered or deposited in court such 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 in assisting the company in its investigation or defense of any claim or suit, including actual loss or expense of $250 per day, and the same shall be incurred except settlements of claims and suits are 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 shall pay any expense incurred with its written consent in accordance with this agreement.

The insured shall promptly notify the company of the amount of ultimate net loss incurred by the insured within the retained limit specified in Item (b) of Insuring Agreement IV.

This policy shall not apply to defense, investigation, settlement or legal expenses connected with an endorsement.

### III. Definition of "Named Insured" and "Insured"
"Named Insured" includes any subsidiary company (including subsidiaries thereof) of the named insured and any other company coming under the named insured's control of which it assumes and accepts responsibility.

The word "insured," wherever used, includes the named insured and also:
(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 such as is afforded by this policy, but only with respect to obligations by or on behalf of the named insured or to facilities or assets of the named insured;
(b) except with respect to the ownership, maintenance or use, including loading or unloading, of any automobile or aircraft: (1) any executive officer, other employee, or any stockholder thereof while acting within the scope of his duties as such; (2) any organization or 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.

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

There is no limitation as to the number of occurrences during the policy period for which payments may be made, except that the liability of the company arising out of either the products hazard or the completed operations hazard of both combined on account of one occurrence during each policy year shall not exceed the amount stated in Item 3(d) of the declarations.

In the event of the reduction or exhaustion of the applicable limit(s) of liability of the underlying policy(ies) listed in Schedule A, by reason of losses paid or payable, 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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