**(Attach Declarations Page and Endorsements here.)**

**VII AGGREGATE POLICY PERIOD**

If the period of the Underlying Insurance is not concurrent with the policy period of this policy, it is agreed that for the purpose of determining the Company's liability for loss excess of the aggregate limits of the Underlying Insurance, only loss or losses which take place during the term of this policy shall be included.

**VIII SUBROGATION**

In the event of any payment under this policy, the Company may participate with the Insured in the exercise of all the Insured's rights of recovery against any person or organization liable therefor.

**IX PREMIUM**

It is agreed should any alteration be made in the premium for the Underlying Policy during the period of this policy or if there is an increase in the risk assumed by the Company then the premium hereon may be adjusted accordingly.

If this policy is subject to audit adjustment, the premium may be based upon the rating base as set forth in the Declarations during the policy period. Upon notice to the Named Insured of the earned premium due such premium in excess of the advance premium shall become due and payable. If the total earned premium is less than the premium previously paid, the Company shall return to the Insured the unearned portion paid by the Insured subject however to any minimum premium stated in the Declarations.

**X CANCELLATION**

The Insured may cancel this policy by surrender thereof to the Company or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. The Company may cancel this policy at any time by mailing to the Insured at the address shown in this policy written notice stating when not less than 30 days thereafter such cancellation shall be effective, any such written notice shall state the date upon which cancellation shall become effective. The Company is required to give only ten (10) days notice of cancellation in case of non-payment of premiums.

If the Insured cancels this policy, earned premium shall be computed in accordance with the customary short rate table and procedure. If the Company cancels this policy, earned premium shall be computed on a pro-rata basis.

**XI SERVICE OF SUIT**

It is agreed that in the event of the failure of this Company to pay any amount claimed to be due hereunder, the Company, at the request of the Insured, will submit to the jurisdiction of any Court of Competent jurisdiction within the United States and will comply with all the requirements necessary to give such Court jurisdiction and all matters arising hereunder shall be determined in accordance with the law and practice of such Court.

Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefore, the Company hereby designates the Superintendent, Commissioner, or Director of Insurance or other officer specified for the purpose in the statute or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit, proceeding, arbitration or any court of competent jurisdiction by or on behalf of the Insured or any beneficiary hereunder arising out of this contract of insurance, and hereby designates James B. Kimsey, President, Landmark Insurance Company, 3550 Wilshire Blvd., Los Angeles, California 90010, or his representative as the person to whom said officer is authorized to mail such process or a true copy thereof.

**XII DEFINITIONS**

The word "Loss" shall be understood to mean the sums paid or payable in settlement of claims for which the Insured is liable after making deductions for all other recoveries, salvages or other insurance (other than recoveries under underlying insurance whether recoverable or not) and shall exclude all expenses and costs.

The word "Costs" shall be understood to mean interest on judgements, investigations, adjustments and legal expenses (excluding all expenses for salaried employees of the Insured or any of the Underlying Insurer's permanent employees).

The term "Underlying Policy" shall be understood to mean the policy indicated in Section II(a) of the Declarations.

The term "Underlying Insurance" shall be understood to mean the total limits of all insurance including the Underlying Policy and/or any self-insured retentions excess of which this policy is written.

The term "Insured" shall be understood to mean the Insured named in the Declarations, any Insured under the Underlying Policy and any additional Insured added to the policy by endorsement attached hereto.

In Witness Whereof, the Company has caused this policy to be signed by its President and Secretary, but this policy shall not be valid unless countersigned on the Declarations Page by a duly authorized representative.