EnduranceSpecialty Holdings Ltd. will pay Sompo Holdings Inc. a termination fee of $204.9 millionif Endurance's board changes its recommendation of the companies' or Endurance agreesto another acquisition offer.

It would also cover Sompo's merger-related expenses up to$15.8 million, according to a regulatory filing. Endurance also would cover expensesup to that amount if its shareholders reject the merger or if it is in materialbreach of the merger agreement.