End 008-12/11
Form BSF-02
Page 2 of 2

**ADDITIONAL/RETURN PREMIUM: NIL**

**DEFENSE, ASSISTANCE AND COOPERATION ENDORSEMENT**

(c) With respect to any claim or suit encompassed by (a) or (b) above, the Insured, the underlying insurers(s) and the Company shall cooperate in the defense and/or settlement of such claim or suit.

(d) The Insured shall not settle any claim or suit for an amount within the Company's limit of liability, or exhaust or substantially impair the applicable limits of liability of the Underlying Policy(ies), without the Company's prior written consent.

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

The effective date of this endorsement is May 21, 2013
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. IBM-0015/BSF02
of ACE Bermuda Insurance Ltd.

Issued to:
International Business Machines Corporation

Date of Issue: May 20, 2013

By [Signature]
Authorized Representatives

End No. 7