# Definitions

## 1. Named Insured
The word "Named Insured" includes the Named Insured stated in the Declarations forming a part hereof and as stated in the Underlying Policy.

## 2. Insured
The word "Insured" includes the Named Insured and/or any Officer, Director, Stockholder, Partner, or Employee of the Named Insured, while acting in his capacity as such if so covered in the Underlying Policy.

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# Conditions

## 1. Prior Insurance and No Cumulation of Liability
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 hereon as stated in Insuring Agreements 2c and 2d shall be reduced by any amounts due to the Insured on account of such loss under such prior insurance.

Subject to the foregoing paragraph and to all the other terms and conditions of this policy, in the event that personal injury or property damage arising out of an occurrence covered hereunder is continuing 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(s) except as otherwise provided herein.

## 2. Maintenance of Underlying Umbrella Policies
This policy shall not affect the terms, definitions, exclusions, and limitations (except as regards the premium, the amount and limits of liability and except as otherwise provided herein) as are contained in or as may be added to the Underlying Umbrella Policies listed in Item 7 of the Declarations and referred to in Insuring Agreement 1 prior to the happening of an occurrence for which claim is made hereunder.

It is a condition of this policy that the Underlying Umbrella Policies shall be maintained in full effect during the currency hereof except for any reduction of the aggregate limits contained therein solely by payment of claims in respect to accidents and/or occurrences occurring within the period of this policy or by the expiration or cancellation of the Underlying Umbrella Policies.

## 3. Notice of Occurrence
Whenever the Insured has information from which they may reasonably conclude that an occurrence covered hereunder involves injuries or damage which, in the event that the Insured shall be held liable, is likely to involve this policy, notice shall be sent to the Company at Allstate Plaza, Northbrook, Illinois, 60062, as soon as practicable, provided however, 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 other 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 shall be in excess of and shall not contribute with such other insurance.