# JOINT VENTURE LIMITATION ENDORSEMENT

| Named Insured | International Business Machines Corporation |
|---------------|-------------------------------------------|
| Endorsement Number | 025 |

| Policy Symbol | XEU |
|---------------|-----|
| Policy Number | G27983212 007 |
| Policy Period | 05/21/2022 to 05/21/2023 |
| 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**

The policy is amended as follows:

1. Subparagraph 1, after "Notwithstanding anything above" in Section VII. DEFINITIONS, “Insured”, is deleted and replaced with the following:
   - A “joint venture” in which you have an ownership interest is an “insured” but only for your liability arising out of such “joint venture”. However, where any “Named Insured” has 50% interest or greater or majority management control or otherwise, “Named Insured” is obligated by contract or agreement to provide insurance to any “joint venture” such is afforded by this policy; such entity and its members and partners as applicable, are “insureds” but only with respect to the conduct of such entity.
   
2. We will be liable only for that portion of covered damages in excess of the “insured’s” “retained limit”.

3. Coverage for any “joint venture” is subject to the provisions and limitations of Section IV. LIMITS OF INSURANCE AND “RETAINED LIMIT”.

4. Section VII. DEFINITIONS, is amended to add the following definition:
   - “Joint venture” means an association by contract in which one entity can join together with one or more other entities with ownership interest in the venture (member/owners) to accomplish mutually a specific project or group of projects. A “joint venture” may take the form of a joint venture, limited liability company, or partnership.

All other terms and conditions of the policy remain unchanged.

Authorized Representative

MS-275567.9 (3/19)
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