# ENDORSEMENT # 0019

This endorsement, effective 12:01 A.M. 05/21/90 forms a part of policy no. 194-50-64 issued to INTERNATIONAL BUSINESS MACHINES CORP. by AMERICAN HOME ASSURANCE COMPANY

## THREE YEAR PROGRAM ENDORSEMENT FIRST YEAR ENDORSEMENT

**IT IS AGREED THAT:**

**I UPON EXPIRATION OF THE POLICY PERIOD, THE INSURER SHALL RENEW THIS POLICY UNLESS:**

(1) DURING THE POLICY PERIOD: (A) INTERNATIONAL BUSINESS MACHINES SHALL CONSOLIDATE WITH OR MERGE INTO, OR SELL ALL OR SUBSTANTIALLY ALL OF ITS ASSETS TO, ANY PERSON OR ENTITY OR GROUP OF PERSONS AND/OR ENTITIES ACTING IN CONCERT; OR, (B) ANY PERSON OR ENTITY OR GROUP OF PERSONS AND/OR ENTITIES ACTING IN CONCERT SHALL ACQUIRE AN AMOUNT OF THE OUTSTANDING SECURITIES REPRESENTING MORE THAN 50% OF THE VOTING POWER FOR THE ELECTION OF DIRECTORS OF INTERNATIONAL BUSINESS MACHINES OR ACQUIRES THE VOTING RIGHTS OF SUCH AN AMOUNT OF SUCH SECURITIES; OR (C) INTERNATIONAL BUSINESS MACHINES HAS BEEN ADJUDICATED BANKRUPT OR INSOLVENT OR MADE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR A BANKRUPTCY PETITION HAS BEEN FILED TO HAVE INTERNATIONAL BUSINESS MACHINES ADJUDICATED BANKRUPT AND THE MATTER IS STILL PENDING AT THE EXPIRATION OF THE POLICY PERIOD; OR

(2) THE INSURER HAS NOT BEEN PROVIDED ON A TIMELY BASIS WITH A PROPERLY COMPLETED RENEWAL APPLICATION AND OTHER INFORMATION FOR RENEWAL UNDERWRITING; OR

(3) THIS POLICY HAS BEEN CANCELLED BY THE INSURED OR THE INSURER AS PERMITTED OR REQUIRED BY LAW AND THE CANCELLATION CLAUSE OF THIS POLICY; OR

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AUTHORIZED REPRESENTATIVE

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