**AEIA CONVERSION ENDORSEMENT**

This Endorsement applies in respect of the layer $100,000,000 excess of $245,000,000.

1. **60 Day Extended Reporting**

In the event of Termination of Coverage A, if the Named Insured does not elect to secure Coverage B pursuant to Section VLS of the Policy or to renew this Policy, the Named Insured automatically shall be afforded Coverage B for a period of sixty (60) days commencing at the Termination Date, which period shall be the Discovery Period, and which Coverage B shall be afforded on the same basis as is set forth in paragraph (3) of such Section VLS.

2. **"For Interest" Joint Venture Coverage**

Section C of Article II of the Policy is hereby deleted and replaced by the following provision:

"It is hereby understood and agreed by each Insured and the Company that:

(A) as regards any liability of an Insured which arises in any manner whatsoever out of operations or the existence of any Joint Venture in which such Insured has an interest, the liability of the Company under this Policy shall be limited to the Insured's liability arising out of such Joint Venture, and the total limit of liability insurance afforded such Insured by this Policy shall be available with respect thereto,

(B) the liability of the Company under this Policy shall be excess of (i) the Per Occurrence Retention Amount specified in Item 2(a) of the Declarations with respect to the Insured's liability arising out of such Joint Venture, or (ii) the limits of the underlying insurance(s) (as reduced by any special provisions relating to Joint Ventures, if applicable), whichever is the greater."

Ref: XS4-118.01-R

CONT'D...