# EMPLOYEE BENEFITS LIABILITY ENDORSEMENT

| Named Insured | International Business Machines Corporation |
|---------------|--------------------------------------------|
| Endorsement Number | 43 |

| Policy Symbol | HDO |
|---------------|-----|
| Policy Number | G71237606 |
| Policy Period | 05/21/2019 to 05/21/2020 |
| Effective Date of Endorsement | |

| Issued By (Name of Insurance Company) | ACE American Insurance Company |

## THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:
THIS ENDORSEMENT PROVIDES CLAIMS-MADE COVERAGE
COMMERCIAL GENERAL LIABILITY COVERAGE FORM

## SCHEDULE
### Limits Of Insurance
- Each Claim Limit: $15,000,000
- Aggregate Limit: $15,000,000
- Retroactive Date: 5/21/2009
- Each Claim Deductible Amount: $15,000,000 plus all Supplementary Payments

A. The following is added to Section I – Coverages:
**COVERAGE – EMPLOYEE BENEFITS LIABILITY**
1. **Insuring Agreement**
   - We will pay under this endorsement those sums that the insured becomes legally obligated to pay as damages because of a claim or "suit" brought by any "employee", former "employee", or their beneficiaries or legal representatives in connection with any negligent error, omission, or breach of duty in the "administration" of your "employee benefits" programs. We will have the right and the duty to defend any "suit" seeking those damages. We may investigate and settle any claim or "suit" at our discretion. But:
     1. The amount we will pay for damages is limited as described in Paragraph D. (Section III – Limits of Insurance); and
     2. Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under this endorsement.
   - This insurance applies to negligent errors, omissions, breaches of duty, or misstatements only if a claim for damages is first made against any insured during the policy period or any Extended Reporting Period we provide under the paragraph titled Extended Reporting Period.
   - This insurance does not apply to negligent errors, omissions, breaches of duty, or misstatements which occurred before the Retroactive Date shown above, or which occur after the end of the policy period.

2. **Exclusions**
   - Insurance under this endorsement does not apply to any claim or "suit" arising out of:
     - (a) any dishonest, fraudulent, criminal or malicious act;

MS-30045 (05/18)
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