# Endorsement No: 6

This endorsement, effective: May 21, 2008 (at 12:01 A.M., prevailing time at the address of the Named Insured as shown in item 1(b) of the Declarations)

forms a part of Policy No: P000466 006

Issued to: International Business Machines Corporation

By: Endurance Specialty Insurance Ltd.

## RETAINED LIMIT ENDORSEMENT – AGGREGATE EXHAUSTION I

It is hereby agreed that, notwithstanding anything to the contrary in the Followed Policy, this Policy is amended as follows:

1. Section III., Retention, paragraph A.3 is deleted and replaced with the following:
   [The Limits of Liability stated in Item 5 of the Declarations of this Policy apply in excess of:]

2. US$500,000 each Occurrence, Claim or Loss (hereinafter, the “Retained Limit”), where the aggregate limits of liability described in 2, above have been exhausted. The Retained Limit shall (i) be paid by the Insured and remain uninsured, (ii) apply only to an Occurrence, Claim and Loss which, but for the amount thereof, would be covered under this Policy and (iii) not include defense expenses.

2. Section VI., paragraph D.1. is deleted and replaced with the following:
   The Insurer shall have the right but not the duty to assume charge of the defense or settlement of any claim or suit against the Insured to which this Policy may apply upon exhaustion of the applicable limits of liability of the Underlying Policies. If the Insurer has exercised such right and can settle the claim for an amount in excess of the Retained Limit, the Insured, upon written request from the Insurer, shall tender such portion of the Retained Limit as the Insurer may deem necessary to complete the settlement. If the Insurer has exercised such right, it may withdraw from the defense and tender the defense to the Insured upon exhaustion of the applicable limits of liability under this Policy. If the Insurer does not exercise the right to assume charge of such defense or settlement, or if the applicable limits of liability of the Underlying Policies are not exhausted, the Insurer shall have the right and be given the opportunity to associate effectively with the Insured or the underlying insurer or both, in the defense and control of any claim or suit likely to involve this Policy. In such events, the Insured, the underlying insurer and the Insurer shall cooperate in the defense of such claim or suit.

Date of Issuance: August 21, 2008

547 FF-04 (Ed. 12/07)
0_547_08