# 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

(4) THERE HAS OCCURRED A CHANGE IN THE LAW (INCLUDING INSURANCE REGULATIONS) OR INSURANCE REGULATORY ACTION WHICH PREVENTS THE INSURER FROM ISSUING A RENEWAL POLICY AT THE SAME TERMS AND CONDITIONS AS THIS POLICY.

II. A RENEWAL OF THIS POLICY PURSUANT TO SECTION I SHALL BE AT THE SAME TERMS AND CONDITIONS AS THIS POLICY, EXCEPT FOR THE INCEPTION AND EXPIRATION DATES OF THE POLICY PERIOD, AND WITH AN ENDORSEMENT LIKE THIS BUT ONE HAVING NO REQUIREMENT OF ADDING A LIKE ENDORSEMENT TO ANY RENEWAL, FOR ONE YEAR. THE RATE FOR SUCH RENEWAL SHALL BE IN ACCORDANCE WITH SECTION III BELOW.

III. THE RATE FOR A RENEWAL OF THIS POLICY PURSUANT TO SECTION I SHALL NOT EXCEED 125% OF THE FULL ANNUAL RATE FOR THIS POLICY. ANY ADDITIONAL CHARGE FOR RENEWAL OF THIS POLICY SHALL APPLY ONLY IF GROSS REVENUE EXCEEDS $69,000,000 BY 10% OR MORE, UNLESS DURING THE POLICY PERIOD A NOTICE OF OCCURRENCE WHICH MAY SUBSEQUENTLY GIVE RISE TO A CLAIM FOR WHICH PAYMENT COULD BE REASONABLY EXPECTED TO EXCEED ANY SINGLE UNDERLYING OCCURRENCE LIMIT HAS BEEN GIVEN TO THE INSURER, IN WHICH CASE THE 125% RATE CAP SHALL NOT APPLY.

IV. NOTHING IN THIS ENDORSEMENT SHALL BE CONSTRUED TO AFFECT ANY RIGHTS THE INSURER HAS TO AMEND THE PREMIUM FOR THIS POLICY DURING THE POLICY PERIOD UPON THE ACQUISITION OR CREATION OF A NEW SUBSIDIARY.

V. THE "FULL ANNUAL RATE" SHALL MEAN THE RATE LEVEL IN EFFECT IMMEDIATELY PRIOR TO THE END OF THE EXPIRING POLICY PERIOD, ANNUALIZED TO A FULL ONE YEAR.

VI. THE INSURED SHALL HAVE THE RIGHT, PRIOR TO EXPIRATION OF THE POLICY PERIOD, TO DECLINE TO HAVE RENEWAL OF THIS POLICY ISSUED BY THE INSURER.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

AUTHORIZED REPRESENTATIVE
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