**IN THE EVENT OF REDUCTION OR EXHAUSTION OF THE AGGREGATE LIMIT OR LIMITS DESIGNATED IN THE UNDERLYING POLICY OR POLICIES BY PAYMENT OF LOSSES IN RESPECT TO ACCIDENT OR OCCURRENCE DURING THE PERIOD OF SUCH UNDERLYING POLICY OR POLICIES, IT IS HEREBY UNDERSTOOD AND AGREED THAT SUCH INSURANCE AS IS AFFORDED BY THIS POLICY SHALL APPLY IN EXCESS OF THE REDUCED UNDERLYING LIMIT OR IF SUCH LIMITS IS EXHAUSTED, SHALL APPLY AS UNDERLYING INSURANCE, NOT WITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS AND CONDITIONS OF THIS POLICY.**

The effective date and hour of this endorsement is stated below and reference to hour shall be Standard Time at the address of the named insured as stated in the policy. This endorsement shall terminate with the policy.

This endorsement is subject to the declarations, conditions, exclusions and other terms of the policy which are not inconsistent herewith, and when countersigned by an authorized representative of the company forms a part of the policy described below.

**LUMBERMEN'S MUTUAL CASUALTY COMPANY**
**AMERICAN MOTORISTS INSURANCE COMPANY**
**AMERICAN MANUFACTURERS MUTUAL INSURANCE COMPANY**
**FEDERAL MUTUAL INSURANCE COMPANY**

**ISSUED TO**
**INTERNATIONAL BUSINESS MACHINES CORP.**
**POLICY EFFECTIVE**
**MONTH DAY YEAR**
**5 21 73**
**PRODUCER'S NUMBER**

**POLICY NUMBER**
**3SX 010 122**
**ENDORSEMENT NO.**
**2**
**ENDORSEMENT EFFECTIVE**
**MONTH DAY YEAR**
**5 21 73**
**COUNTERSIGNATURE OF LICENSED RESIDENT AGENT**

**COUNTERSIGNED AT**
**NEW YORK, NEW YORK**
**MONTH DAY YEAR**
**6 15 73**

**Kemper INSURANCE**
**12-72 100M**
**PRINTED IN U.S.A.**