# ONE OF THE FIREMAN'S FUND INSURANCE COMPANIES AS DESIGNATED ON THE DECLARATIONS PAGE

(A Stock Company, herein called the Company)

Mailing Address: P.O. Box 777, Novato, California 94998

Various provisions in this policy restrict coverage. You are cautioned to read this entire policy carefully to determine your rights and duties, and what is and is not covered. We will have no liability to pay any sums or perform any acts or services unless explicitly provided for in this policy.

Wherever boldfaced in this policy, the words "You" and "Your" refer to the Named Insured shown in the Declarations and 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 DEFINITIONS.

## INSURING AGREEMENTS

### I. COVERAGE.

Subject to the other provisions of this policy, We will indemnify the Insured for the Insured's Ultimate Net Loss if such loss results from an occurrence which takes place during Our Policy Period and is insured by all of the policies designated in the Declarations as Underlying Insurance. However, the insurance afforded by this policy shall apply (a) only in excess of all Underlying Insurance, and (b) only after all Underlying Insurance has been exhausted by payment of the limits of such insurance.

The definitions, terms, conditions, limitations, exclusions, and warranties of the "First Underlying Insurance" policy, in effect at the inception date of this policy, apply to this coverage unless they are inconsistent with provisions of this policy, or relate to premium, subrogation, an obligation to investigate and defend, the amount or limits of insurance, payment of expenses, cancellation or any renewal agreement.

Notwithstanding anything to the contrary contained above, if any Underlying Insurance does not pay a loss, for reasons other than exhaustion of an aggregate limit of insurance, then We shall not pay such loss.

### II. DEFENSE AND EXPENSE OF CLAIMS AND SUITS.

A. We shall not be obligated to assume charge of or participate in the settlement or defense of any claim made, or suit brought, or proceedings instituted against the Insured. However, We shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit, or proceeding which, in Our opinion, may create liability under the terms of this policy. If We assume such right and opportunity, We shall not continue to defend or participate in the defense of any claim or suit after the applicable limit of this policy has been exhausted.

B. We shall not pay any expenses except as follows:

(1) If the Insured is legally liable for interest which accrues on a judgment after the entry of the judgment and before We have paid, offered to pay, or deposited in court the amount of the judgment to which this policy applies, then We will pay the interest on the amount of the judgment to which this policy applies.

(2) If an expense is incurred directly by Us and solely at Our discretion, then We will pay such expense.

(3) If a payment for damages is made under this policy, then We will pay related prejudgment interest for which the Insured is legally liable, provided:

(a) all Underlying Insurance pays prejudgment interest, and

(b) Our share of prejudgment interest shall not exceed the proportion that payment for damages under this policy bears to the total damages determined by final judgment or settlement.

C. Subject to all of the foregoing:

(1) If defense expense payments are included within the limit of insurance of any Underlying Insurance by the terms of that policy, then any such expense payment We make shall reduce the Limit of Insurance of this policy.

(2) If none of the Underlying Insurance includes defense expense payments within their limit of insurance by the terms of those policies, then any such expense payment We make shall not reduce the Limit of Insurance of this policy.

### III. LIMITS OF INSURANCE.

A. The Limit of Insurance stated in Item 4 of the Declarations as applicable to "each occurrence" shall be the total limit of Our liability for all loss sustained as the result of any one occurrence.

B. The Limit of Insurance stated in Item 4 of the Declarations as "aggregate" shall be the total limit of Our liability for all losses covered by this policy and sustained during each annual period of this policy; and for which any Underlying Insurance provides coverage that is subject to an aggregate limit.

C. This insurance shall apply only as excess of the Underlying Insurance Limits shown in Item 5 of the Declarations; provided, that if the Underlying Insurance Limit shown in Item 5 of Our Declarations has been reduced or exhausted because of payments for an occurrence which took place during Our policy period, then this policy shall apply as excess of such reduced limit of the Underlying Insurance.

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