# Additional/Return Premium: NIL

## Assistance and Cooperation/Defense Limitation Endorsement

In consideration of the premium charged, it is agreed that the following is added to the Policy, notwithstanding anything to the contrary in the Followed Policy:

1. The Insurer shall not be called upon to assume charge of the settlement or defense of any claim made or suit brought against the Insured. The Insurer shall have the right and shall be given the opportunity, at its own expense, to associate effectively with the Insured or an Underlying Insurer, or both, in the defense and control of any claim or suit likely to involve this Policy. In such event, the Insured, the Underlying Insurer, and the Insurer shall cooperate in the defense of such claim or suit.

2. (a) If any policy identified in Item 8 or Item 9 of the Declarations provides that defense costs and supplementary payments reduce the limits of liability of said policy(ies), then defense costs and supplementary payments will reduce the limits of liability of this Policy;

(b) If all of the policies identified in Item 8 or Item 9 of the Declarations provide that defense costs and supplementary payments will not reduce the limits of liability of said policies, but are payable in addition to the limits of liability of said policies, then defense costs and supplementary payments will not reduce the limits of liability provided by this Policy;

(c) In the event that defense costs and supplementary payments do not reduce the limits of liability of this policy in accordance with paragraph 2(B), then the Insurer's obligation to reimburse the Insured for the payment of defense costs and supplementary payments will end when the Insurer has paid, or is obligated to pay, the limits of liability of this Policy, set forth in Item 2 of the declarations page.

**Effective Date:** May 21, 2010

All other terms and conditions remain unchanged.

This endorsement is attached to and made a part of Policy No. IBM-1455/OCC01 of ACE Bermuda Insurance Ltd.

Issued to: International Business Machines Corporation

**Date of Issue:** May 19, 2010

**Authorized Representatives**

End No. 8