E. SECTION III - LIMITS OF INSURANCE, C. AGGREGATE LIMIT is replaced by the following:

C. AGGREGATE LIMIT - The Limit of Insurance shown in our Declarations as "aggregate" is the most we will pay under the policy for the sum of damages. However, our aggregate Limit of Insurance:

1. Will not apply when First Underlying Insurance does not apply an aggregate limit, provided all other Underlying Insurance and Other Quota Share Insurance also do not apply an aggregate limit.

2. Will apply in the same manner as the aggregate limit in First Underlying Insurance applies, provided all other Underlying Insurance and Other Quota Share Insurance also applies an aggregate limit in the same manner as First Underlying Insurance.

F. SECTION III - LIMITS OF INSURANCE, F. SAME BASIS DEFENSE EXPENSES is replaced by the following:

F. SAME BASIS DEFENSE EXPENSES - With respect to any claim or Suit to which this policy applies and for which we assume charge of the settlement or defense, if the limits of insurance of any Underlying Insurance or Other Quota Share Insurance are reduced by defense expenses by the terms of that policy then any defense expense payments we make will reduce our applicable Limits of Insurance in the same manner.

G. SECTION V - CONDITIONS, B. BANKRUPTCY, subsection 2. is replaced by the following:

2. If the insurer of any Underlying Insurance or Other Quota Share Insurance becomes bankrupt or insolvent, this policy:

a. Does not replace such Underlying Insurance or Other Quota Share Insurance; and

b. Applies as though such Underlying Insurance or Other Quota Share Insurance were available and collectable.

H. SECTION V - CONDITIONS, G. MAINTENANCE OF UNDERLYING INSURANCE, is replaced by the following:

G. MAINTENANCE OF UNDERLYING INSURANCE

While this policy is in effect you agree:

1. To maintain Underlying Insurance in full force as scheduled in the Declarations at the inception of this policy, and maintain Other Quota Share Insurance as scheduled in section J. of endorsement 178210; and

2. The terms and conditions of Underlying Insurance and Other Quota Share Insurance will not materially change; and

3. Renewals or replacements of Underlying Insurance or Other Quota Share Insurance will not materially change from the expiring Underlying Insurance and Other Quota Share Insurance.

If you fail to comply with the above this policy shall apply as if Underlying Insurance and Other Quota Share Insurance had been so maintained.