# ENDORSEMENT NO. 24

This endorsement, effective 12:01 AM: May 21, 2008

Forms a part of policy no.: 5443148

Issued to: INTERNATIONAL BUSINESS MACHINES CORPORATION

By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.

**Commercial Umbrella Liability Policy with CrisisResponse®**

**Joint Venture Retained Limit Endorsement**
(Scaled Limits/Scaled Attachment with Final Adjudication Adjustment)

TO THE EXTENT ANY PROVISION OF THIS ENDORSEMENT CONFLICTS WITH ANY PROVISION OF THE POLICY OR ANY OF ITS OTHER ENDORSEMENTS, THE PROVISIONS OF THIS ENDORSEMENT WILL SUPERSEDE.

Solely as respects any joint venture, partnership, or limited liability company in which the Named Insured has an interest, and which is not otherwise covered by this policy as an Insured, this policy is amended as follows:

Section IV. LIMITS OF INSURANCE, Paragraphs F. and G. are deleted in their entireties and replaced by the following and new paragraphs N., O., P., and Q. are added:

F. This policy applies only in excess of the Retained Limit.

G. If the Retained Limit is reduced or exhausted by the payment of Loss to which this policy applies, we will:
1. in the event of reduction, pay excess of: the remaining Retained Limit,
2. In the event of exhaustion of the Retained Limit, continue in force as underlying insurance.

N. In the event of any Occurrence caused by or arising out of any joint venture, partnership, or limited liability company in which the Named Insured has an interest, our Limits of Insurance under this policy shall be limited to the Named Insured's percentage interest in the joint venture, partnership, or limited liability company multiplied by the total applicable Limits of Insurance afforded the Named Insured by this policy.

Where the percentage interest of the Named Insured in the joint venture, partnership, or limited liability company is not set forth in writing, the percentage to be applied shall be that which would be imposed by law at the inception of the joint venture, partnership, or limited liability company. Such percentage shall not be increased by the insolvency of others'

**NOTICE:** THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE DEPARTMENT. HOWEVER, SUCH FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
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