**Policy Number:** WE1200211

**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. DEFENSE: ASSISTANCE AND COOPERATION**

**(a) The Company shall have no duty to assume charge of the defense or settlement of any claim or suit against the Insured; however, the Company will assume the defense of a suit brought against the Insured seeking damages to which this Policy applies:**

1. after all applicable limits of liability of Underlying Policy(ies) have been exhausted by actual payment of Damages; and
2. if the terms and conditions of all Underlying Policy(ies) and Quota Share Policy(ies) would have obligated all underlying insurers to assume charge of the defense or settlement of such claim or suit, but for the exhaustion of their applicable limits of liability.

**(b) If paragraph 2.(a) above is not applicable, the Company shall have the right but not the duty to assume charge of the defense or settlement of any claim or suit against the Insured upon exhaustion of the applicable limits of liability of the Underlying Policy(ies). If the Company has exercised such right, it may withdraw from the defense and tender the defense to the Insured upon exhaustion of the applicable Limits of Liability under this Policy. If the Company does not exercise the right to assume charge of such defense or settlement, or if the applicable limits of the Underlying Policy(ies) are not exhausted, the Company shall have the right and shall be given the opportunity to associate effectively with the Insured or the underlying insurer(s) or both, in the defense and control of any claim or suit likely to involve this Policy.**

**(c) With respect to any claim or suit encompassed by (a) or (b) above, the Insured, the underlying insurer(s) and the Company shall cooperate in the defense of such claim or suit.**

**(d) The Insured shall not settle any claim or suit for an amount within the Company's limit of liability without the Company's prior written consent.**

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

**Market Submission - Endorsement**
Page 6 of 26
RD 03/05/12 04
```

This text provides a detailed endorsement amendment to a policy regarding the company's assistance and cooperation in defending claims against the insured. It outlines specific conditions under which the company will take on the defense of a claim, including when the underlying policies' limits have been exhausted.