Read the entire policy carefully to determine rights, duties and what is and is not covered.

The words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the company providing this insurance. Other words and phrases that are boldfaced have special meaning. Refer to the DEFINITIONS section.

By accepting this policy, you agree that:

1. The statements in the Declarations and Application are your agreements and representations;
2. Those statements are accurate and complete;
3. This policy is issued and continued in reliance upon the truth of those representations; and
4. This policy contains all agreements existing between you, us, and our agents, relating to this insurance.

**SECTION I - EXCESS INSURING AGREEMENT**

A. We will pay on behalf of any Insured those sums in excess of all Underlying Insurance that any Insured becomes legally obligated to pay as damages provided that:

1. Such damages are insured by all of the policies shown as Underlying Insurance in our Schedule of Underlying Insurance; and
2. Such damages arise from injury or damage that occurs, or from an offense committed, during our Policy Period; and
3. All Underlying Insurance has been exhausted by payment of their limits of insurance; and
4. If any Underlying Insurance does not pay damages, for reasons other than exhaustion of an aggregate limit of insurance, then we shall not pay such damages.

B. The terms and conditions of the First Underlying Insurance policy in effect at the inception date of this policy apply to this policy unless they are inconsistent with any provision of this policy or relate to any renewal agreement.

C. The amount we will pay is limited as described in SECTION II.B. and SECTION III - LIMITS OF INSURANCE.

**SECTION II - DEFENSE AND EXPENSE OF CLAIMS AND SUITS**

**A. DEFENSE**

1. We have no duty to:
   a. Defend any person or organization against; or
   b. Participate in the settlement or defense of:
      any claim made, Suit brought, or proceedings instituted.
2. We have the right but not the duty to associate with the Insured or the insurers of Underlying Insurance in the investigation, defense or settlement of any claim made, Suit brought or proceedings instituted, to which we think this policy may apply.
3. At our discretion we may:

5303 10-02

Page 1 of 9