# Cooperation, Assistance and Defense Endorsement

**Endorsement No:** 8  
**This endorsement, effective:** May 21, 2013 (at 12:01 A.M. prevailing time at the address of the Named Insured as shown in Item 1(a) of the Declarations)  
**forms a part of Policy No:** IS0001324  
**Issued to:** International Business Machines Corporation  
**by:** Iron-Star Excess Agency Ltd.

## Cooperation, Assistance and Defense Endorsement

It is hereby agreed that CONDITIONS, Paragraph 2., Assistance and Cooperation, is deleted in its entirety and replaced as follows:

### 2. Cooperation, Assistance and Defense

a. The Insured, the underlying insurer(s) and the Company shall cooperate in the defense of any claim or suit.
b. The Insured shall not settle any claim or suit for an amount within the Company's limit of liability without the Company's prior written consent.
c. The Company shall have the right but not the duty to assume charge of the defense or settlement of any claim or suit against the Insured upon exhaustion of the applicable limits of liability of the Underlying Policy(ies). If the Company 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 Company does not exercise the right to assume charge of such defense or settlement, or if the applicable limits of the Underlying Policy(ies) are not exhausted, the Company shall have the right and shall be given the opportunity to associate effectively with the Insured or the underlying insurer(s) or both, in the defense and control of any claim or suit likely to involve this Policy.
d. Notwithstanding paragraph 2 c above, the Company will assume the defense of a suit brought against the Insured seeking damages to which this Policy applies only:
   1. if the terms and conditions of all Underlying Policy(ies) and Quota Share Policy(ies) would have obligated all underlying insurers to assume charge of the defense or settlement of such claim or suit, but for the exhaustion of their applicable limits of liability; and
   2. after all applicable limits of liability of Underlying Policy(ies) have been exhausted by actual payment of Damages;

All other terms, conditions, limitations and exclusions of this Policy remain unchanged.

**Authorized Representative**

**Date of Issuance:** July 16, 2013  
**Manuscript:** ISEA BSF Cooperation, Assistance And Defense Endorsement.doc