# EXCESS LIABILITY POLICY
CITY INSURANCE

Hereinafter called the Company

A loss with the Insured named in the schedule made a part hereof in connection of the payment of the premium and subject to all of the terms of this Policy, as follows:

All such accidents or occurrences which shall have taken place during the period of the Policy, the Company agrees to pay all of the insured such additional amount as the sum of the Underlying Coverage specified in the schedule would otherwise have been paid by increasing the underlying limit from the limits set forth under Item 2 of the Declarations to the limits set forth under Items 2 and 3 of the Declarations, ultimate net loss, as applicable, for each annual period of this Policy—Subject to the limits set forth under Item 3 of the Declarations ultimate net loss in the event where applicable for each annual period during the term of this Policy.

## DEFINITIONS

1. **Ultimate Net Loss**: The words "ultimate net loss" shall be understood to mean the amount payable in settlement of the liability of the Insured after making deductions for all recoveries and for other valid and collectible insurances, excepting however the policies of the primary insurer, and shall exclude all expenses and costs.

2. **Costs**: The word "costs" shall be understood to mean those accruing after entry of judgment investigation, adjustment, legal expenses, excluding, however, all office expenses of the Insured, all expenses for salaried employees of the Insured, and general retainer fees for counsel normally paid by the Insured.

## CONDITIONS

1. **Maintenance of Underlying Insurance**: It is a condition of this Policy that the Underlying Coverage be maintained in full force during the period of this Policy, except for the reduction of the aggregate limits contained therein solely by payment of claims for accidents or occurrences, whatever applicable, which take place during the period of the Policy. If the Underlying Coverage is terminated during the period of the Policy, the date of termination of the said Underlying Coverage shall be the end of the period of this Policy.

This Policy is subject to the same warranties, terms, and conditions, except as otherwise provided herein, as are contained in or as may be added to the Underlying Coverage prior to the happening of an accident or occurrence, whatever it applies to which claim is made hereunder.

2. **Premium**: The Insured shall pay premium to the Company as specified in the schedule.

If the Insured terminates this Policy, earned premium shall be computed in accordance with the customary short rate table and procedure. If the Company terminates this Policy, earned premium shall be computed pro rata.

In Witness Whereof, the Company has caused this Policy to be executed and attested, but this Policy shall not be valid unless signed on this Declaration page by a duly authorized representative of the Company.