**Insured:** INTERNATIONAL BUSINESS MACHINES CORPORATION  
**Policy No:** XLUMB-00704  
**Endorsement No:** 3  
**Effective Date:** MAY 21, 1996  

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**RETROACTIVE COVERAGE ENDORSEMENT (II)**

It is hereby agreed that the Retroactive Coverage Date for the layer $75,000,000 excess of $170,000,000 is MAY 21, 1990, and such retroactive coverage became effective May 21, 1991.

In consideration that retroactive coverage is being afforded under the Policy for the layer listed above to the date set forth above, it is a condition precedent to the rights of any Insured with respect to any Occurrence in such layer that, except as specifically agreed to in writing by the Company and the Named Insured, the Named Insured was not aware of such Occurrence at the Effective Date. The Named Insured shall be deemed to have been aware of an Occurrence if an Executive Officer was aware, in the case of an Occurrence under subparagraph (1)(a) of Definition V, of any of the event, exposure to conditions, Personal Injury, Property Damage or Advertising Liability as respects such Occurrence or, in the case of subparagraph (1)(b) of such Definition, of any of the Personal Injury or Property Damage as respects such Occurrence, in each case irrespective of whether or not such person was aware that such Occurrence was likely to involve this Policy.

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**Note:** Retroactive Date of May 15, 1990 for pollution coverage only and became effective May 21, 1991. (See Endorsement No. 8 for terms and conditions of pollution cover)

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**X.L. INSURANCE COMPANY, LTD.**

By: **LYLE MCCOY**

Title: **VICE PRESIDENT**

Date: **DECEMBER 17, 1996**

Ref: **XS4-070.01**

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