**DEFENSE, ASSISTANCE AND COOPERATION ENDORSEMENT**

- **Insured:** International Business Machines Corporation
- **Policy No.:** UFP0044276-05
- **Endorsement No.:** 5
- **Effective Date:** May 21, 2016

d) 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.

All other terms and conditions of this Policy remain unchanged.

**Arch Reinsurance Ltd.**

**By:**
**Title:** Senior Vice President Underwriting Manager, Excess Casualty

**Date:** July 14, 2016
**Ref:** BSF-4023a Ed. 1/14

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