# ONE OF THE GULF GROUP COMPANIES AS DESIGNATED ON THE DECLARATIONS PAGE

(A Stock Company, herein called the Company)

Mailing Address: P.O. Box 1771, Dallas, Texas 75221

Various provisions in this policy restrict coverage. You are cautioned to read this entire policy carefully to determine your rights and duties, and what is and is not covered. We will have no liability to pay any sums or perform any acts or services unless explicitly provided for in this policy.

Wherever boldfaced in this policy, the words "You" and "Your" refer to the Named Insured shown in the Declarations and the words "We," "Us," and "Our" refer to the Company providing this insurance. Other words and phrases that are boldfaced have special meaning. Refer to DEFINITIONS.

## INSURING AGREEMENTS

### I. COVERAGE.

Subject to the other provisions of this policy, We will indemnify the Insured for the Insured's Ultimate Net Loss if such loss results from an occurrence insured by all of the policies designated in the Declarations as Underlying Insurance. However, the insurance afforded by this policy shall apply (a) only in excess of all Underlying Insurance, and (b) only after all Underlying Insurance has been exhausted by payment of the limits of such insurance. If any Underlying Insurance does not pay a loss, for reasons other than exhaustion of an aggregate limit of insurance, then We shall not pay such loss.

The definitions, terms, conditions, limitations, exclusions, and warranties of the "first Underlying Insurance" policy, in effect at the inception date of this policy, apply to this coverage unless they are inconsistent with provisions of this policy, or relate to premium, subrogation, an obligation to investigate and defend, the amount or limits of insurance, payment of expenses, cancellation or any renewal agreement.

#### A. Occurrence

If the coverage provided by the "first Underlying Insurance" applies on the basis of injury or damage which occurs during the period of that policy, then this coverage only applies on the same basis and in a like manner to injury or damage which occurs during Our policy period shown in the Declarations.

#### B. Claims-Made

If the coverage provided by the "first Underlying Insurance" applies on the basis of claims first made against the Insured during the period of that policy, then this coverage only applies to those claims on the same basis and in a like manner; provided the date such claim is first made against the Insured is during Our policy period, and the injury or damage takes place on or after the Retroactive Date shown in Our Declarations, and prior to the termination of this policy.

It is further agreed that if all Underlying Insurance provides coverage under an Extended Reporting Period for a claim, then coverage under this policy will apply to that claim in a like manner, provided:

(1) The injury or damage takes place on or after Our Retroactive Date and prior to the termination of this policy;

(2) An Extended Reporting Period under Our policy shall not reinstate or increase the Limits of Insurance of this policy nor shall it extend Our policy period;

(3) Coverage under an Extended Reporting Period of this policy shall not apply for a longer time period than the shortest Extended Reporting Period provided by any Underlying Insurance; and

(4) If any Underlying Insurance requires a written request from You in order to obtain such Extended Reporting Period, then:

(a) We must also receive a written request within sixty (60) days after the termination of this policy, and

(b) An additional premium will be required. We will determine the amount of additional premium for an Extended Reporting Period under Our policy, and You must promptly pay it to Us when due. Such premium will be deemed fully earned at the time an Extended Reporting Period takes effect under this policy.

### II. DEFENSE AND EXPENSE OF CLAIMS AND SUITS.

A. We shall not be obligated to assume charge of or participate in the settlement or defense of any claim made, or suit brought, or proceedings instituted against the Insured. However, We shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit or proceeding which, in Our opinion, may create liability under the terms of this policy. If We assume such right and opportunity, We shall not continue to defend or participate in the defense of any claim or suit after the applicable limit of this policy has been exhausted.