# RETAINED LIMIT AMENDATORY ENDORSEMENT - NO UNDERLYING INSURANCE

| Named Insured | International Business Machines Corporation |
|---------------|-------------------------------------------|
| Endorsement Number | 41 |

| Policy Symbol | XOO |
|---------------|-----|
| Policy Number | G2763848A |
| Policy Period | 05/21/2015 to 05/21/2016 |
| Effective Date of Endorsement | 05/21/2015 |

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**

With respect to those coverages listed in the Schedule of Retained Limits in this endorsement only, the following shall apply:

1. The preamble in the policy is deleted and replaced with the following:

   Various provisions in this policy restrict coverage. Please read the entire policy carefully to determine rights, duties and what is and is not covered.

   Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance.

   Other words and phrases that appear in quotation marks have special meaning. Refer to Section VI - Definitions.

   We, the Company named in the Declarations, relying upon the statements shown on the Declarations page and in the Schedule of Retained Limits attached to this policy, and in return for the payment of premium and subject to its terms, conditions, and limits of insurance of this policy, agree with you as follows:

2. Paragraph A., of Section III. DEFENSE AND SUPPLEMENTARY PAYMENTS, is deleted and replaced with the following:

   A. We will have the right and duty to defend the "insured" against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury", even if groundless, false or fraudulent, to which this insurance applies:

      1. When the applicable limits listed on the Schedule of Retained Limits, have been exhausted by payment of "loss"; or

      2. When damages sought would be covered under any "other insurance" but are not covered by that insurance because of the exhaustion of the applicable limits of "other insurance" by the payment of "loss" covered under such "other insurance".

3. Paragraph E of Section IV. LIMITS OF INSURANCE. is deleted and replaced with the following:

   E. If the applicable "retained limits" listed on the schedule of retained limits have been:

      1. Reduced by the payments of "loss" covered by this policy then this policy will be excess of the remaining underlying "retained limits"; or

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