**THE HARTFORD**

**Policy Number:** KA 0000484

**Effective Date:** 5-21-95

**Named Insured and Address:** INTERNATIONAL BUSINESS MACHINES CORPORATION CORPORATE HEADQUARTERS ARMONK, NEW YORK 10540

**Endt. No.:** 4

**THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.**

**AMENDMENT OF POLICY PROVISIONS (EXCESS LIABILITY POLICY)**

It is agreed that:

1. The company issued this policy in reliance upon the representation that the insurer issuing the underlying insurance has a duty to defend the insured under that policy until the limit of insurance is used up and that the expenses for such defense will not reduce the limits of underlying insurance.
2. Where the underlying insurance has an aggregate limit of liability, such aggregate limit shall not, for the purpose of determining when this insurance applies, be reduced or exhausted by any payment covered under such underlying insurance but not covered under this insurance.
3. The definition of "underlying insurance" is replaced by the following:
   - "underlying insurance" means the insurance policies listed in the Extension Schedule of Underlying Insurance Policies, including any renewals or replacements thereof, which provide the underlying coverages and limits stated in the Extension Schedule of Underlying Insurance Policies. A limit of underlying insurance includes any deductible amount, any participation of the insured or any self-insured retention above or beneath any such policy.
4. The "Maintenance of Underlying Insurance" Condition is replaced by the following:
   - **Maintenance of Underlying Insurance**
     - Policies affording in total at least the coverage and limits stated in the Extension Schedule of Underlying Insurance Policies shall be maintained in full effect during the currency of this policy, except for the reduction of any aggregate limits contained therein solely by payment of claims covered by this policy with respect to occurrences taking place during the policy period of this policy. Failure of the first named insured to comply with the foregoing shall not invalidate this policy, but in the event of such failure, the company shall be liable only to the extent that it would have been liable had the first named insured complied therewith.
     - The limit of underlying insurance shall not, for the purpose of determining when this insurance applies, be reduced by the payment of expenses incurred in the investigation, defense or settlement of a claim or suit.
     - The first named insured shall give the company written notice as soon as practicable of any change in the scope of coverage or in the limits of any underlying insurance, and of the termination of any coverage or of the reduction or exhaustion of the aggregate limits of any underlying insurance.

This insurance shall not take the place of any underlying insurance. The coverages and limits of such policies and any deductible amount, participation or self-insured retention shall be deemed valid regardless of (1) any defense which any underlying insurer may assert because of the insured's failure to comply with any condition in its policy or (2) the actual or alleged insolvency or financial impairment of any underlying insurer or any insured. The risk of insolvency or financial impairment of any underlying insurer or any insured is borne by insureds or others and not by the company.

Form L-6046-1 (Ed. 10/90) Printed in U.S.A. (NS)

Copyright Hartford Fire Insurance Company, 1990