End 038-3/01
Form OCC01
Page 2 of 2

**ADDITIONAL/RETURN PREMIUM: NIL**

**ASSISTANCE AND COOPERATION/DEFENSE LIMITATION ENDORSEMENT**

3. Defense Costs shall have the meaning given the term "Defense Costs", "Defense Expense" or the cost items within supplementary payment whichever is present in the Followed Policy. If none of these terms are defined in the Followed Policy, Defense Costs shall mean reasonable and necessary legal costs and other expenses incurred by or on behalf of the Insured in connection with the defense of any claim or suit for damages covered under this Policy, including attorneys' fees and disbursements, law costs, premiums on attachment or appeal bonds, post judgment interest, expenses for experts and for investigation, adjustment, appraisal and settlement, excluding the salaries, wages and benefits of the Insured's employees and the Insured's administrative expenses.

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, 2011
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. IBM-1493/OCC01
of ACE Bermuda Insurance Ltd.

Issued to: International Business Machines Corporation
Date of Issue: June 6, 2011
By [Signature]
Authorized Representatives

End No. 8