# THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY

## ENDORSEMENT #22

This endorsement, effective 12:01 A.M. 05/21/96 forms part of Policy no. RMGL 017-90-97 issued to International Business Machines Corporation By National Union Fire Insurance Company of Pittsburgh, PA.

## TRANSFER OF RIGHTS OF RECOVERY

In the event of any payment under this policy, the Company shall be subrogated to the extent of such payment, to all the Insured's rights of recovery therefore and the Insured shall execute all papers required and shall do everything that may be necessary to secure such rights, but the Company shall have no rights of recovery against any parent or owned or controlled, subsidiary or affiliated companies of the Named Insured. However, at the Insured’s option before or after loss, the Company will waive any rights of recovery it may require against any responsible party by reason of any payment made. The Company will act in concert with all other interests concerned (including the Insured) in the exercise of such rights of recovery if any amount is recovered as a result of such proceeding such amount shall be apportioned as follows:

FIRST: Any amount paid by the Insured in addition to any payment made under this policy shall be reimbursed up to the amount paid by the Insured;

SECOND: The Company shall be reimbursed out of the balance then remaining, up to the amount paid under this policy.

THIRD: The Insured is entitled to the residue. The expense of all proceedings necessary to the recovery of any such amount shall be apportioned between the Insured and the Company in the ratio of their respective recoveries as finally settled. If there should be no recovery in proceedings instituted solely or the initiative of the Company, the expense thereof shall be borne by the Company.

AUTHORIZED REPRESENTATIVE

Date Issued: 09/10/96