# POLICY PROVISIONS

Prudential Reinsurance Company (herein called the Company) agrees with the Insured named in the Declarations, in consideration of the payment of the required premium and subject to all the terms of this policy:

## I. INSURING AGREEMENT

To pay on behalf of the Insured all sums which the Insured shall become legally obligated to pay as loss arising out of the hazards covered by and resulting from an occurrence insured by the Underlying Insurance scheduled in Item 5 of the Declarations.

The insurance afforded by this policy is excess over the amount of the underlying limits stated in Item 3 of the Declarations and applies only after the Underlying Insurance has paid or been held liable to pay such underlying limits plus costs.

## II. DEFINITIONS

A) Loss - means the amount of the principal sum, award, or verdict in the settlement or satisfaction of a claim for which the Insured is liable.

B) Underlying Insurance - means the policy or policies specified in Item 5 of the Declarations.

C) Costs - means interest or judgments, investigation, adjustment and legal expenses excluding all expenses for salaried employees and retained counsel and all office expense of the Insured.

## III. MAINTENANCE OF UNDERLYING INSURANCE

The Underlying Insurance and underlying limits specified in the Declarations shall be maintained in full force and effect without change during the currency of this policy except for reduction of the aggregate limits solely by reason of claims in respect to occurrences happening during the period of this policy. The failure of the Insured to comply with the foregoing shall not invalidate this policy; but in the event of such failure, the Company shall only be liable to the same extent as if the Insured had complied with this condition.

The insurance afforded by this policy is subject to the same warranties, terms, conditions and exclusions as are contained in the Underlying Insurance on the effective date of this policy, except, unless specifically provided in this policy, any such warranties, terms, conditions or exclusions relating to premium, the obligation to investigate and defend, the amount and limits of liability, and any renewal agreement.