# FOREIGN LOSS INDEMNITY ENDORSEMENT

| Named Insured | International Business Machines Corporation |
|---------------|--------------------------------------------|
| Policy Symbol | XEU                                        |
| Policy Number | G27983212 007                             |
| Policy Period | 05/21/2022 to 05/21/2023                   |
| Endorsement Number | 012                                       |
| Effective Date of Endorsement | 05/21/2022                                |
| Issued By (Name of Insurance Company) | ACE Property and Casualty Insurance Company |

**THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.**

This endorsement modifies insurance provided under the following:
- ENHANCED COMMERCIAL UMBRELLA LIABILITY POLICY

**THIS ENDORSEMENT APPLIES ONLY WHEN A "FOREIGN OCCURRENCE", ARISING OUT OF A "FOREIGN BUSINESS OPERATION" AND CAUSING "BODILY INJURY", "PROPERTY DAMAGE" OR "PERSONAL AND ADVERTISING INJURY", TAKES PLACE IN A COUNTRY WHERE WE ARE NOT "LICENSED".**

The policy is amended as follows:

## FIRST NAMED INSURED INDEMNITY COVERAGE

### 1. INSURING AGREEMENT

This endorsement applies only when a "foreign occurrence", arising out of a "foreign business operation" and causing "bodily injury", "property damage" or "personal and advertising injury", takes place in a country where we are not "licensed". In that case, rather than directly pay on behalf of and defend your "foreign business operation", we will indemnify the "First Named Insured", in excess of the "retained limit", for "loss" and defense and supplementary payments in accordance with this endorsement. This endorsement provides the only coverage under the policy for "bodily injury", "property damage" or "personal and advertising injury" arising out of a "foreign occurrence".

The terms, conditions and limitations in Section I. INSURING AGREEMENT – COMMERCIAL UMBRELLA LIABILITY and Section II. INSURING AGREEMENT – CATASTROPHE MANAGEMENT INSURANCE in the policy will apply to our duty to indemnify the "First Named Insured".

### 2. WHO IS AN INSURED

The definition of "insured" in Section VII. DEFINITIONS is amended to provide that a "foreign business operation" is not an "insured" on whose behalf we have a direct duty to pay settlements or judgments or a direct duty to defend under this policy.

### 3. DUTY TO DEFEND AND "DEFENSE COSTS" - ASSIGNMENT OF RIGHTS

When this endorsement applies, rather than directly defend your "foreign business operation", we will indemnify the "First Named Insured" for "defense costs" incurred in defending a "suit" brought against a "foreign business operation", provided that (a) the "foreign business operation" gives the "First Named Insured" the right to control the investigation, defense and settlement of the "suit" and (b) the "First Named Insured" assigns this right to us. We will associate with the "First Named Insured" to conduct such investigation, defense and settlement as provided in Section III. DUTY TO DEFEND AND "DEFENSE COSTS", except that we will indemnify the "First Named Insured" rather than directly defend and pay supplementary payments.

### 4. LIMITS OF INSURANCE

A. The insurance provided by this endorsement is subject to the applicable aggregate and each occurrence limits of insurance stated in the Declarations, and any "losses" for which we pay indemnity will erode and be counted against such limits.