**Policy Number:** WE1100159

**ENDORSEMENT NUMBER SIX**

**CANCELLATION CLAUSE IN THE EVENT OF DOWNGRADE OF INSURER'S FINANCIAL RATING**

Notwithstanding anything to the contrary in the terms and conditions of this Policy including any conditions relating to minimum earned premium or short rate provisions, the Insured may, at any time during the policy period, have the right to cancel this Policy, subject to a prorata return of premium, in the event the Insurer's financial rating by Standard & Poor's or A.M. Best Co. drops below A–, and/or the Insurer has experienced a Change of Control.*

*Change of Control for this purpose means when any "Person" or "Group" (within the meanings of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 ("the Act")), becomes the "beneficial owner" (within the meaning of Rule 13d-3 and/or 13d-5 under the Act, except that a Person shall be deemed to have "beneficial ownership" of all shares that such person has the right to acquire without condition, other than the passage of time, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the then outstanding voting stock or other securities of (the Insurer) or any corporate or other parent or ultimate parent entity of (the Insurer) (the "Control Group"); or any member of the Control Group consolidates with or merges into another Person or conveys, transfers, or leases all or substantially all its assets to any Person, or any corporation consolidates with or merges into any member of the control Group pursuant to a transaction in which the outstanding voting stock or other securities of any member of the Control Group is changed into or exchanged for cash, securities or other property, other than a transaction between members of the Control Group and their Affiliates (within the meaning of section 1504 of the Internal Revenue Code of 1986, as amended, or any successor provision thereto).

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

**Market Submission - Endorsement**
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