4) pre-judgment interest awarded against the Insured on that part of the judgment within the applicable Limits of Insurance of this policy we pay. If we make a settlement offer, we will not pay any pre-judgment interest accruing after we make such offer;

5) post-judgment interest that accrues after entry of judgment on that part of the judgement within the applicable Limits of Insurance of this policy we pay and before we have paid, offered to pay or deposited in court that part of the judgment that is within the applicable Limits of Insurance of this policy; and

6) the Insured's expenses incurred at our request or with our consent.

4. Except as provided in Paragraph 1. above, we will have no duty to defend any Suit against the Insured. We will, however, have the right, but not the duty, to participate in the defense of any Suit and the investigation of any claim to which this policy may apply. If we exercise this right, we will do so at our own expense.

5. We will not defend any Suit, or pay any attorney fees or litigation expenses including, without limitation, the expenses described in Paragraph 3. above that accrue after the applicable Limits of Insurance of this policy have been exhausted by the payment of Loss and we will have the right to withdraw from the further defense of such Suit by tendering control of said defense to the Insured.

LIMITS OF INSURANCE

Solely for the purpose of Uninsured/Underinsured Motorist Coverage provided by this endorsement, Section IV. LIMITS OF INSURANCE is amended to include the following additional provisions:

1. Regardless of the number of covered Autos, Insureds, premiums paid, claims made or vehicles involved in the Occurrence, the most we will pay for all damages resulting from any one Occurrence are the Limits of Insurance shown in Item 3. of the Declarations (as amended in this endorsement).

2. With respect to coverage provided under Paragraph 4.b. of the definition of Uninsured Motor Vehicle, the Limit of Insurance shall be reduced by all sums paid for Bodily Injury or Property Damage by or on behalf of anyone who is legally responsible.

3. Uninsured/Underinsured Motorists Retained Limit

This policy applies only in excess of an Uninsured/Underinsured Motorists Retained Limit and then up to an amount not exceeding the Uninsured/Underinsured Motorists Each Occurrence Limit as stated in the Declarations (as amended in this endorsement), subject to the provisions stated in 1. and 2. above.

The Uninsured/Underinsured Motorists Retained Limit shall not be reduced or exhausted by Defense Expenses.

Where the Uninsured/Underinsured laws of the state of West Virginia apply, this Uninsured/Underinsured Motorists Retained Limit applies excess of the statutory minimum amount of Uninsured Motorists Coverage provided by an underlying insurer.

EXCLUSIONS

Solely for the purpose of Uninsured/Underinsured Motorist Coverage provided by this endorsement, Section V. EXCLUSIONS, Exclusion O. is deleted in its entirety and replaced by the following:

**No-Fault Laws**

NOTICE: This insurance does not apply to any obligation of the Insured under any "No Fault" law. APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE DEPARTMENT. HOWEVER, SUCH FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW 82610 (207) INSURANCE LAW AND REGULATIONS. AH2083 Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 2000

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