**ENDORSEMENT # MN0005**

This endorsement, effective 12:01 AM 05/21/94,

Forms a part of policy no.: 5044199

Issued to: INTERNATIONAL BUSINESS MACHINES CORP.

By: LEXINGTON INSURANCE COMPANY

**EMPLOYMENT-RELATED PRACTICES EXCLUSION**

In consideration of the premium charged, it is understood and agreed that the insurer shall have no obligation to defend or indemnify with respect to any claim alleging or asserting in any respect loss, injury, or damage (including consequential bodily injury) in connection with Wrongful Termination of the Insured's employees and/or Discrimination involving the Insured's employees and/or Sexual Harassment of the Insured's employees.

The following definitions apply to the foregoing:

Wrongful Termination means termination of an employment relationship in a manner which is against the law and wrongful or in breach of an implied agreement to continue employment.

Discrimination means termination of an employment relationship or a demotion or a failure or refusal to hire or promote any individual because of race, color, religion, age, sex, disability, pregnancy or natural origin.

Sexual Harassment means unwelcome sexual advances and/or requests for sexual favors and/or other verbal or physical conduct of a sexual nature that (1) are made a condition of employment and/or (2) are used as a basis for employment decisions and/or (3) create a work environment that interferes with performance.