The company named on the declarations page (a stock insurance company, herein called the company), in consideration of the payment of the premium, in reliance upon the statements in the declarations and subject to all of the terms of this policy, agrees with the insured named in the declarations as follows:

I To further indemnify the insured in accordance with the applicable insuring agreements of the underlying insurance against loss which exceeds the amount set forth in item 6 of the declarations, subject to the limit of liability set forth in item 5 of the declarations.

The term "underlying insurance" shall be understood to mean the policy, including any renewal or replacement thereof, described in item 4 of the declarations.

II This policy, except as provided herein, is subject to all agreements, limitations and conditions, including rights and privileges granted and obligations imposed under the underlying insurance, and shall follow such insurance in all respects, including changes by endorsement provided the insured furnishes the company with copies of such changes within thirty (30) days after the effective date thereof. Should any change be made in the premium for the underlying insurance during the period of this policy, then the premium hereunder may be adjusted accordingly.

III This policy may be canceled by the named insured by surrender thereof to the company or any of its authorized agents, or by mailing to the company written notice stating when thereafter the cancellation shall be effective. This policy may be canceled by the company by mailing to the named insured at the address shown in this policy written notice stating when, not less than thirty (30) days thereafter, such cancellation shall be effective; it being agreed, however, that in the event of cancellation or termination of any underlying policy or any renewal thereof, or any insurance afforded thereunder, this policy to the extent of such cancellation or termination, shall apply only in the same manner as it would have applied had such underlying policy or any insurance thereunder been maintained in force. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of the surrender or the effective date and hour of cancellation stated in the notice shall become the end of the policy period. Delivery of such notice either by the named insured or by the company shall be equivalent to mailing.

If the named insured cancels, earned premium shall be computed in accordance with the customary short rate table and procedure. If the company cancels, earned premium shall be computed pro rata. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable thereafter, but payment or tender of unearned premium is not a condition of cancellation.

IN WITNESS WHEREOF, the company has caused this policy to be signed by its president and a secretary, but this policy shall not be binding upon the company unless countersigned on the declarations page by a duly authorized representative of the company.