**CANOPUS Bermuda**

**Endorsement No:** 002

**This endorsement effective:** May 21, 2013 (at 12:01AM prevailing time at the address of the Named Insured as shown in Item 1(b) of the Declarations)

**Forms a part of Policy No:** IBM-341/CUBLBSF02-13

**Issued to:** International Business Machines Corporation

**By:** Canopius Underwriting Bermuda Limited

**CHOICE OF LAW ENDORSEMENT - II**

It is hereby 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 substantive internal law (i.e., excluding procedural and choice-of-law rules) of the State of New York, except insofar as such law: (1) may prohibit payment in respect of punitive damages hereunder and such payment is provided for by all Underlying Policy(ies), (2) pertain to regulation under 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 respect risks or insured entities situated in the State of New York; or (3) 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 even handed fashion as between the Insured and the Company; where the language of this Policy is deemed to be ambiguous or otherwise unclear, the issue shall he 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 Company or reference to the "reasonable expectations" of either thereof or to contra proferentum and without reference to parol or other extrinsic evidence). Insofar as the substantive internal law of New York is inapplicable as provided herein or otherwise, and as respects arbitration procedure, the internal laws of England and Wales apply.

All other terms and conditions of this Policy remain unchanged.

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

**July 15, 2013**

**Date of Issue**

**Ref:** BSF02-CUBL003(a)-07-09

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