# FIRST STATE UNDERWRITERS AGENCY OF NEW ENGLAND REINSURANCE CORPORATION

Boston, Massachusetts

(A stock insurance company, herein called the Company)

**Agrees with the Insured, named in the Declarations made a part hereof, in consideration of the payment of the premium and in reliance upon the statements in the Declarations and subject to the limits of liability, exclusions, conditions and other terms of this policy:**

## INSURING AGREEMENT

### Coverage:
To indemnify the Insured for the Limits of Liability in excess of the Underlying Limits of Liability, both as shown in the Declarations, for all sums which the Insured shall become legally obligated to pay by reason of the liability imposed upon the Insured by law, or assumed by the Insured under contract or agreement, on account of:

(a) Personal Injury,
(b) Property Damage,
(c) Advertising Liability,

arising out of the hazards covered by and as defined in the Underlying Umbrella Policy(ies) as shown in Item 5 of the Declarations.

### Conditions

1. **Prior Insurance and Non-Cumulation of Liabilities:** It is agreed that if any loss covered hereunder is also covered in whole or in part under any other excess policy issued to the Insured prior to the inception date hereof the limit of liability hereof as stated in Item 5 of the Declarations shall be reduced by an amount equal to the amount of such loss under such prior insurance.
2. **Maintenance of Underlying Umbrella Insurances:** This policy is subject to the same terms, definitions, conditions, limitations, exclusions, and conditions of this policy in the event that personal injury or property damage arising out of an occurrence covered hereunder continues at the time of termination of this policy. The Company will continue to protect the Insured for liability in respect of such personal injury or property damage without payment of additional premium.
3. **Notice of Occurrence:** Whenever the Insured has information from which they may reasonably conclude that an occurrence covered hereunder has resulted in injuries or damage which, in event that the Insured shall be held liable, is likely to involve this policy, notice shall be sent to the Company at 60 Batterymarch Street, Boston, Massachusetts, within ten (10) days after the occurrence thereof, that failure to give notice of any occurrence which at the time of its happening did not appear to involve this policy, but which, at a later date, would appear to give rise to claims hereunder, shall not prejudice such claims.
4. **Other Insurance:** If other valid and collectible insurance with any Underlying Insurer is available to the Insured covering a loss also covered by this policy, other than insurance that is in excess of the insurance afforded by this policy, the insurance afforded by this policy will be in excess of and shall not contribute with such other insurance.
5. **Premium Computation:** The deposit premium stated in the Declarations is an advance premium only unless otherwise specified. Upon termination of this policy, the earned premium shall be computed in accordance with the terms and conditions of the premium applicable to this insurance as stated in the Declarations. If the earned premium thus computed exceeds the advance premium paid, the Named Insured shall pay the excess to the Company; if less, the Company shall return to the Named Insured the unearned portion paid by such Insured. The Named Insured shall maintain records of the information necessary to determine the amount of the premium due under this policy and shall send copies of such records to the Company at the end of the policy period, as the Company may direct.
6. **Inspection and Audit:** The Company shall be permitted but not obligated to inspect the Named Insured's property and operations at any time. Neither the Company's right to inspect nor its inspection rights shall be construed as an endorsement in any Declarations and shall be copies of such records to the Company at the end of the policy period, as the Company may direct.
7. **Action Against Company:** No action shall lie against the Company unless, as a condition precedent thereto, the insured shall have fully discharged the obligations of this policy, nor until the amount of the Insured's obligation to pay shall have been finally determined either by judgment against the Insured after actual trial or by written agreement of the Insured and the Company.
8. **Subrogation:** In the event of any payment under this policy, the Company shall be subrogated to all the Insured's rights of recovery therefor against any person or organization and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to perfect such rights. The Insured shall do nothing after loss to prejudice such rights.
9. **Changes:** Notice to or knowledge possessed by any person shall not affect a waiver or change in any part of this policy or stop the Company from asserting any rights under the terms of this policy, nor shall the fact that this policy be valued or changed except by endorsement issued to form a part hereof, signed by an authorized representative of the Company.
10. **Assignment:** Assignment of interest under this policy shall not bind the Company until its consent is endorsed hereon. However, the Named Insured may assign this policy based on solvent, the policy shall cover the Named Insured's legal representative as Named Insured; provided that notice of cancellation addressed to the Insured named in the Declarations and mailed to the address shown on this policy shall be sufficient to effect cancellation of this policy.
11. **Cancellation:** This policy may be cancelled by the Insured by surrender thereof to the Company or any of its authorized agents or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. This policy may be cancelled by the Company by mailing to the Insured at the address shown in this