# WHO IS AN INSURED AMENDATORY ENDORSEMENT

| Named Insured | International Business Machines Corporation |
|---------------|-------------------------------------------|
| Endorsement Number | 035 |

| Policy Symbol | XEU |
|---------------|-----|
| Policy Number | G27983212 007 |
| Policy Period | 05/21/2022 to 05/21/2023 |
| Effective Date of Endorsement | 05/21/2022 |

Issued By (Name of Insurance Company) | ACE Property and Casualty Insurance Company |

## THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following:
- ENHANCED COMMERCIAL UMBRELLA LIABILITY POLICY

TO THE EXTENT THE TERMS OR CONDITIONS OF THIS ENDORSEMENT CONFLICT WITH THE TERMS OR CONDITIONS OF THE POLICY TO WHICH THIS ENDORSEMENT IS ATTACHED, OR ANY OF THE POLICY'S OTHER ENDORSEMENTS, THE TERMS AND CONDITIONS OF THIS ENDORSEMENT SHALL SUPERSEDE.

This policy is amended as follows:

1. Section VII. DEFINITIONS, "Insured" is amended to add the following as "insureds":
4. Additionally, each of the following:
   a. Any subsidiary of the "Named Insured" shown in the Declarations of this policy, and any other organization or affiliated company under your control and active management, at the inception date of this policy is an "insured", providing such subsidiary or organization was made known to us prior to or at the inception date of this policy;
   b. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company (other than a wholly owned subsidiary), and over which you maintain ownership or majority interest, will qualify as an "insured". This insurance will be excess over and not contribute with any "other insurance" available to that organization. However:
      (1) This insurance does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization;
      (2) This insurance does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization; and
   Coverage under this provision applies automatically provided that:
   i. The annual gross revenues of the organization newly acquired or controlled by you does not exceed $5,000,000,000 in total annual receipts. This is subject to an annual aggregate cap of $10,000,000,000 in gross revenues for all newly acquired or controlled organizations.
   ii. The operations of any organization newly acquired controlled or formed by you are not materially different from your operations prior to such acquisition, formation or merger or any series of interrelated acquisitions, formations or mergers.
   iii. For all other organizations newly acquired, controlled, or formed, coverage is automatically in force for 90 days from the date of acquisition and the "Named Insured" shall provide notice to us as soon as practicable.
   We reserve the right to charge an additional premium when subparagraph iii. applies.
2. Section VII. DEFINITIONS, "Insured", Subparagraph 3.h. is deleted and replaced with the following:

MS-322330.2 (03/21)
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