**Document Title:** Insurance Policy Endorsement

**Policy Number:** 8906923
**Effective Date of Policy (Eff. Date of Pol.):** 5-21-79
**Effective Date of End (Eff. Date of End):** 5-21-79
**Agency No.:** 50-515-810
**Additional Premium:** $ [Blank]
**Return Premium:** $ [Blank]

**Named Insured:** INTERNATIONAL BUSINESS MACHINES CORP.

**Endorsement Notice:**
This endorsement is issued by the company named below, which is the insurer under the policy designated above, and it forms part of said policy as of the effective date hereof, at the hour stated in the policy Declarations.

**Notice to Company:**
NOTICE GIVEN BY OR ON BEHALF OF THE INSURED TO ANY AUTHORIZED AGENT OF THE COMPANY WITH PARTICULARS SUFFICIENT TO IDENTIFY THE INSURED, SHALL BE DEEMED TO BE NOTICE TO THE COMPANY. FAILURE TO GIVE SUCH NOTICE WITHIN THE TIME SPECIFIED IN THE POLICY SHALL NOT INVALIDATE ANY CLAIM MADE BY THE INSURED IF IT SHALL BE SHOWN NOT TO HAVE BEEN REASONABLY POSSIBLE TO GIVE SUCH NOTICE WITHIN THE PRESCRIBED TIME AND THAT NOTICE WAS GIVEN AS SOON AS PRACTICABLE.

THE WORDING "AS SOON AS PRACTICABLE" SHALL MEAN AFTER AN ACCIDENT BECOMES KNOWN TO THE MANAGER OF INSURANCE AT THE INSURED'S OFFICE AT VALHALLA, N.Y.

**"OTHER INSURANCE" Provision Amendment:**

AMENDMENT OF CONDITION (6) - OTHER INSURANCE

IF OTHER VALID AND COLLECTIBLE INSURANCE IS AVAILABLE TO THE INSURED COVERING A LOSS ALSO COVERED BY THIS POLICY (OTHER THAN INSURANCE THAT IS SPECIFICALLY IN EXCESS OF THE INSURANCE AFFORDED BY THIS POLICY), THE INSURANCE AFFORDED BY THIS POLICY SHALL BE IN EXCESS, EXCEPT WHEN THE NAMED INSURED HAS AGREED IN WRITING TO PROVIDE PRIMARY INSURANCE, OF AND SHALL NOT CONTRIBUTE WITH SUCH OTHER INSURANCE.

**Subrogation:**

IN THE EVENT OF ANY PAYMENT UNDER THIS POLICY, THE COMPANY SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT, TO ALL THE INSURED'S RIGHTS OF RECOVERY THEREFORE AND THE INSURED SHALL EXECUTE ALL PAPERS REQUIRED AND SHALL DO EVERYTHING THAT MAY BE NECESSARY TO SECURE SUCH RIGHTS, BUT THE COMPANY SHALL HAVE NO RIGHTS OF SUBROGATION AGAINST ANY PARENT OR OWNED OR CONTROLLED, SUBSIDIARY OR AFFILIATED COMPANIES OF THE NAMED INSURED. THE COMPANY WILL ACT IN CONCERT WITH ALL OTHER INTERESTS CONCERNED (INCLUDING THE INSURED) IN THE EXERCISE OF SUCH RIGHTS OF RECOVERY IF ANY AMOUNT IS CLAIMED AS A RESULT OF SUCH PROCEEDING SUCH COMPANY WILL BE APPORTIONED AS FOLLOWS:

- ZURICH INSURANCE COMPANY
- AMERICAN GUARANTEE AND LIABILITY INSURANCE COMPANY

**Counter-signed:**
JOHNSON & HIGGINS
BG-MR 8-23-79

**Authorized Agent:**
[Signature]

**Document Number:** MM 009592