THE COMPANY, IN CONSIDERATION OF THE PAYMENT OF PREMIUM, IN RELIANCE UPON THE STATEMENTS IN THE DECLARATIONS MADE PART HEREOF AND SUBJECT TO ALL OF THE TERMS OF THIS POLICY, AGREES WITH THE NAMED ASSURED AS FOLLOWS:

**INSURING AGREEMENT**

1. The Company hereby agrees to indemnify the Assured against ultimate net loss arising out of the hazards covered and as defined and in excess of the underlying insurance as shown in Declaration 8 but only up to an amount not exceeding the limits shown in Declarations 6 and 7.

2. Except as may be otherwise stated in this policy, the coverage provided shall follow the insuring agreements, (including the persons or entities insured), conditions and exclusions of the underlying insurance (whether primary or excess) immediately preceding the layer of coverage provided by this policy. If subsequent to the binding of this insurance any changes are made in the immediate underlying insurance, the Company agrees to follow the immediate underlying insurance with respect to such changes at an additional premium, if any, to be agreed. The Assured agrees to give prompt notice of any change in coverage or premium in the underlying insurance and copies thereof shall be furnished to the Company upon request.

**MAINTENANCE OF UNDERLYING INSURANCE**

3. The limits of the underlying insurance shall be maintained in full effect during the policy term (as shown in Declaration 4) except for reduction of such limits by exhaustion of aggregate limits, if any, solely by the payment of claims resulting from accidents of occurrences happening during the policy term thereof. Failure to comply with the foregoing shall not invalidate this policy, but in the event of such failure the Company shall be liable only to the extent that it would have been liable had the Assured complied.

**ASSURED'S RESPONSIBILITY FOR DISCLOSURE OR AGGREGATE LIMITS**

4. Unless aggregate limits are specifically stated in Declaration 8, the coverage provided by this policy applies only in excess of the amount provided for any one accident or occurrence in the underlying insurance and does not apply over any reduced amount of underlying insurance in the event of the exhaustion or reduction of aggregate limits, if any, in the underlying insurance. If annual aggregate limits are specifically stated in Declaration 8, this policy will apply in excess of reduced underlying insurance, provided such reduction in the underlying insurance is solely the result of accidents or occurrences happening during the policy term as shown in Declaration 4. The Assured shall give the Company written notice as soon as possible of any reduction or exhaustion of such limits in the underlying insurance.

5. Unless this clause shall be physically deleted or unless an annual aggregate limit shall have been provided for in Declaration 7, should any of the underlying insurances listed in Declaration 8 be subject to an annual aggregate limit, whether or not shown as an aggregate, then this policy shall also be subject to an annual aggregate limit equal to the occurrence limit as shown in Declaration 6.

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MUTUAL MARINE OFFICE, INC.