of Our authorized agents this policy or written notice stating when thereafter the cancellation shall be effective.

(B) We may cancel this policy by mailing or delivering to the first Named Insured at the address shown in the Declarations written notice of cancellation at least:

(1) ten (10) days before the effective date of cancellation if We cancel for nonpayment of premium; or

(2) thirty (30) days before the effective date of cancellation if We cancel for another reason (except as noted in Condition 1 (B)).

(C) If this policy is cancelled, We will send the first Named Insured at the address shown in the Declarations any premium refund due. If the Named Insured initiates cancellation of this policy, the earned premium shall be computed in accordance with the customary short rate table and procedure. If We cancel this policy, the earned premium shall be computed pro rata. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable thereafter. Payment of unearned premium is not a condition of cancellation.

(D) The mailing of notice as aforesaid shall be sufficient proof of notice, and the effective date of cancellation stated in the notice shall become the end of Our policy period.

5. NOTICE OF OCCURRENCE — INSURED'S DUTIES. You must see to it that We are notified promptly in writing of any occurrence which may result in a claim under this policy.

The Insured shall cooperate with Us in all respects so as to effect a final determination of any claim.

6. PAYMENT OF LOSS. It is a condition of this policy that the insurance afforded under this policy shall apply only after all Underlying Insurance has been exhausted by payment of their limits of insurance. Upon final determination by settlement, award or verdict of the liability of the Insured, We will promptly pay You as You shall pay, or be required to pay, the amounts of any losses falling within the terms or limits of this insurance. All losses covered under this policy shall be due and payable by Us within thirty (30) days after they are respectively claimed and proof of loss filed with us in conformity with this policy. Bankruptcy or insolvency of the Insured shall not relieve Us of any of Our obligations hereunder.

7. PREMIUM. The premium for this policy will be computed in accordance with the "Basis of Premium" stated in the Declarations. The "Advance Premium" stated in the Declarations, unless otherwise specified, is an estimated premium only. Upon termination of this policy, the earned premium will be computed and if the earned premium is more than the advance premium paid, You shall pay the excess to Us; if less, We will return to You the unearned portion, subject to the annual minimum premium stated in the Declarations for each twelve (12) months of Our policy period, and subject further to any policy minimum premium, which is a minimum amount of premium earned under this policy in the event You cancel this policy.

8. SUBROGATION. In the event of any payment under this policy, the Insured must notify Us of any of the Insured's rights of recovery against any person or organization. We shall be subrogated to all such rights and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after loss to prejudice such rights.

Any amount recovered through subrogation or otherwise shall be apportioned in the inverse order of payment of the claim or claims involved to the extent of actual payment thereof by all interests. The expenses of all such recoveries and proceedings in connection therewith shall be apportioned in the ratio of respective recoveries. With respect to proceedings conducted solely by Us, if there is no recovery, We will bear the expense thereof. If there is a recovery, We shall be reimbursed in full from such recovery for the amount of all expenses incurred by Us before apportionment of such recovery as herein provided.

IN WITNESS WHEREOF, We have caused this policy to be signed by Our President and Secretary, but the same shall not be binding upon Us unless it has been countersigned on the Declarations page by a duly authorized agent of Ours.

**Secretary**

**President**