# WHO IS AN INSURED AMENDATORY ENDORSEMENT

| Named Insured | International Business Machines Corporation |
|---------------|-------------------------------------------|
| Policy Symbol  | XOO                                        |
| Policy Number | G25915951                                 |
| Policy Period | 05/21/2012 - 05/21/2013                   |
| Endorsement Number | 17                                         |
| Effective Date of Endorsement | 05/21/2012                                |
| 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:

**COMMERCIAL UMBRELLA LIABILITY POLICY**

This policy is amended as follows:

Paragraphs A. 2., B. 5. and B. 6. of SECTION II WHO IS AN INSURED are deleted and replaced by the following:

A. 2. Any subsidiary of the Named Insured named in Item 1 of the Declarations of this policy, and any other organization or affiliated company under your control and active management, at the inception date of this policy is an "insured", providing such subsidiary or organization was made known to us prior to or at the inception date of this policy;

B. 5. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company (other than a wholly owned subsidiary), and over which you maintain ownership or majority interest, will qualify as an "insured" if there is no other similar insurance available to that organization. However:

a. This insurance does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization;

b. This insurance does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization; and

c. We reserve the right to charge an additional premium if such organization qualifies as an "insured."

Coverage under this provision applies automatically provided that:
a. the annual gross revenues of the organization newly acquired, controlled or formed by you does not exceed $5,000,000,000 in total annual receipts, and
b. the operations of any organization newly acquired, controlled or formed by you are not materially different from "your" operations prior to such acquisition, formation or merger or any series of interrelated acquisitions, formations or mergers.

When the annual gross revenue of any newly acquired or formed organization exceeds $5,000,000,000 in total annual receipts, the Named Insured shall provide prompt notice to us.

B. 6. Any person or organization to which the Named Insured is obligated by virtue of a contract or agreement contract to name such person or organization as an additional "insured", but only with respect to operations performed by or obligations required of the Named Insured to or for the additional "insured" under the terms of such written contract. A person or organization qualifying as an additional "insured" under this endorsement is an additional "insured" only for "occurrences" that first take place after the execution of the written contract.

Furthermore, to the extent required by contract, this policy will respond primary to and without contribution from any valid and collectable liability insurance covering such additional "insured" for the "occurrence".

All other terms and conditions of the policy remain unchanged.

**Authorized Agent**

**CLASS CODE 2-13000**

**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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