# Allied World Assurance Company

**Endorsement No:** 6  
**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(b) of the Declarations)  
**forms a part of Policy No:** C018124/001  
**Issued to:** International Business Machines Corporation

## DEFENSE; ASSISTANCE AND COOPERATION ENDORSEMENT

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

### 2. DEFENSE: ASSISTANCE AND COOPERATION

**(a)** The Company shall have no duty to assume charge of the defense or settlement of any claim or Suit against the Insured; however, the Company will assume the defense of a Suit brought against the Insured seeking damages to which this Policy applies:

1. after all applicable limits of liability of Underlying Policy(ies) and of any self-insured retentions (SIRs) specified in this Policy or listed in the respective schedule(s) of underlying Insurance or schedule(s) of underlying retentions (or their equivalents) attached to such Underlying Policy(ies) have been exhausted by actual payment of loss; and

2. if the terms and conditions of all Underlying 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.

**(b)** If paragraph 2.(a) above is not applicable, the Company shall have the right but not the duty to assume charge of the defense or settlement of any claim or Suit against an Insured upon exhaustion of the applicable limits of liability of the Underlying Policy(ies). If the Company has exercised such right or assumed charge of the defense according to paragraph 2.(a) above, 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) and SIRs are not exhausted, the Company shall have the right and shall be given the opportunity to associate effectively with the

**Date of Issuance:** July 16, 2013  
**Ref:** ACBSF-410  
**(AWAC Ed. 01/13)**

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