**AMENDMENT OF ARTICLE II ENDORSEMENT**

**Insured:** INTERNATIONAL BUSINESS MACHINES CORPORATION  
**Policy No.:** BM00023605L108A  
**Endorsement No.:** 3  
**Effective Date:** MAY 21, 2008

**II. Notwithstanding anything to the contrary set forth in Item 6: Total Underlying Limits of Insurance of the Declarations page, if any Underlying Policy or Coinsurance excludes, or otherwise does not cover, or otherwise limits coverage for, an Occurrence or Loss (for reasons other than exhaustion of the applicable limit of liability), then the Company will also benefit from such limitation of coverage, or will not cover such Occurrence or Loss, as the case may be. (i.e., this Policy is no broader than any of the Underlying Insurance or Coinsurance). If any Underlying Insurance contains a stated sublimit of liability or a separate stated limit of liability in respect of any coverage which in either case is less than the limit of liability applicable to other coverages thereunder, this Policy shall not apply to any Occurrence or Loss encompassed thereby, except as otherwise provided by written endorsement to this Policy.

*“Coinsurance” means any other insurance with which the Company shares a layer of coverage.*

The terms, declarations, insuring agreements, definitions, exclusions and conditions of this Policy otherwise remain unchanged.

**XL INSURANCE (BERMUDA) LTD**

By: **VICTORIA BENEVIDES**

Title: ASSISTANT VICE PRESIDENT

Date: SEPTEMBER 8, 2008

Ref: XSOCC-300.02

**XL INSURANCE**