**Insured:** International Business Machines Corp.

**Policy No.:** UFP0021773-00

**Endorsement No.:** 2

**Effective Date:** May 21, 2007

## ARBITRATION AND CHOICE OF LAW ENDORSEMENT

In consideration of the premium charged, it is agreed that the following are added to this Policy, notwithstanding anything to the contrary in the Followed Policy:

The Board of Arbitration shall fix, by a notice in writing to the parties involved, a reasonable time and place for the arbitration hearing and may in such written notice or at the time of the commencement of the hearing, prescribe reasonable rules and regulations governing the course and conduct of the hearing including without limitation, document and deposition discovery by the parties.

The Board shall, within ninety (90) calendar days following the conclusion of the hearing, render its written decision on the matter or matters in controversy and shall cause a copy thereof to be served on all the parties thereto. In case the Board fails to reach a unanimous decision, the decision of the majority of the members of the Board shall be deemed to be the decision of the Board, and the same shall be final and binding on the parties thereto. Such decision shall be a complete defense to any attempted appeal or litigation of such decision in the absence of fraud or collusion. Judgment upon the arbitration award may be entered in any court of competent jurisdiction.

Any order as to costs shall be in the sole discretion of the Board, who may direct to whom and in what manner they shall be paid.

The Company and the Insured agree that in the event that claims for indemnity or contribution are asserted in any action or proceeding against the Company by any of the Insured’s other insurers in any jurisdiction or forum other than that set forth above, the Insured will in good faith take all reasonable steps requested by the Company to assist the Company in obtaining a dismissal of these claims (other than on the merits) and will, without limitation, undertake to the court or other tribunal to reduce any judgment or award against such other insurers to the extent that the court or tribunal determines that the Company would have been liable to such insurers for indemnity or contribution pursuant to this Policy. The Insured shall be entitled to assert claims against the Company for coverage under this Policy, including, without limitation, for amounts by which the Insured reduced its judgment against such other insurers in respect of such claims for indemnity or contribution, in an arbitration between the Company and the Insured pursuant to this provision; provided, however, that the Company in such arbitration in respect of such reduction of any judgment shall be entitled to

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