**End 015-3/01**
**Form OCC01**
**Page 1 of 1**

**ADDITIONAL/RETURN PREMIUM: NIL**

**LAW OF CONSTRUCTION AND INTERPRETATION ENDORSEMENT**

It is hereby acknowledged and agreed that this Policy, and any dispute, controversy or claim arising out of or relating to this Policy shall be governed by and construed in accordance with the internal laws of the State of New York, except insofar as such laws:

I. may prohibit payment in respect of punitive damages, which shall be insurable under this Policy regardless of whether punitive damages are insurable under the Followed Policy by reason of applicable law;

II. pertain to regulation under the New York Insurance Law, or regulations issued by the Insurance Department of the State of New York pursuant thereto, applying to insurers doing insurance business, or issuance, delivery or procurement of policies of insurance, within the State of New York or as respects risks or insureds situated in the State of New York; or

III. are inconsistent with any provision of this Policy;

provided, however, that the provisions, stipulations, exclusions and conditions of this Policy are to be construed in an evenhanded fashion as between the Insured and the Insurer; without limitation, where the language of this Policy is deemed to be ambiguous or otherwise unclear, the Issue shall be resolved in the manner most consistent with the relevant provisions, stipulations, exclusions and conditions (without regard to authorship of the language, without any presumption or arbitrary interpretation or construction in favor of either the Insured or the Insurer or reference to the "reasonable expectations" of either thereof or to contra proferentem and without reference to parol or other extrinsic evidence). To the extent that New York law is inapplicable by virtue of any exception or proviso enumerated above or otherwise, and as respects arbitration procedure pursuant to the Arbitration Provisions applicable to this Policy, the internal laws of England and Wales shall apply.

Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein.

The effective date of this endorsement is May 21, 2012
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. IBM-1521/OCC01
of ACE Bermuda Insurance Ltd.

Issued to:
International Business Machines Corporation

Date of Issue: May 9, 2012

By /Authorized Representatives/

End No. 5