**Policy Number:** WE1000145

**ENDORSEMENT NUMBER FIVE**

**ASSISTANCE AND CO-OPERATION AMENDMENT ENDORSEMENT**

It is hereby understood and agreed that Condition 2. Assistance and Co-operation of this Policy is deleted and replaced as follows:

**2. ASSISTANCE AND CO-OPERATION -**

The Company shall not be called upon to assume charge of the settlement or defense of any claim made or suit brought or proceeding instituted against the Insured. However, the Company shall have the right and shall be given the opportunity to associate with the Insured or the Insured's underlying insurers, or both, in the defense and control of any claim, suit or proceeding relative to an Occurrence where the claim or suit involves, or appears reasonably likely to involve the Company, in which event the Insured and the Company shall co-operate in all things in the defense of such claim, suit or proceeding.

Notwithstanding the foregoing, the Company will assume charge of the settlement or defense of any claim made or suit brought or proceeding instituted against the Insured to which this policy applies; if

1. all insurers providing Underlying Insurance are obligated by the terms and conditions of their policies to assume charge of the settlement or defense of any claim made or suit brought or proceeding instituted against the Insured; and
2. after all applicable limits of liability of Underlying Insurance have been exhausted by actual payment of loss.

Should the Company assume any right, opportunity or obligation under this provision, the Company shall not be obligated to defend any claim, suit or proceeding after the applicable limits of this policy have been exhausted.

**ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.**

**ARGO RE**

Market Submission - Endorsement
Page 5 of 22
RM 18/05/19 01