**ENDORSEMENT NO. 1**

**EFFECTIVE:** 5/21/77

**DIP-DOWN ENDORSEMENT**

IN CONSIDERATION OF THE PREMIUM FOR WHICH THIS POLICY IS WRITTEN, IN THE EVENT OF REDUCTION OR EXHAUSTION OF THE AGGREGATE LIMIT OR LIMITS CONTAINED IN SUCH PRIMARY AND/OR UNDERLYING POLICY OR POLICIES SOLELY BY PAYMENT OF LOSSES IN RESPECT TO ACCIDENTS OR OCCURRENCES DURING THE PERIOD OF SUCH PRIMARY AND/OR UNDERLYING POLICY OR POLICIES IT IS AGREED THAT SUCH INSURANCE AS IS AFFORDED BY THIS POLICY SHALL APPLY IN EXCESS OF THE REDUCED UNDERLYING LIMIT OR IF SUCH LIMIT IS EXHAUSTED SHALL APPLY IN EXCESS OF THE REDUCED UNDERLYING LIMIT OR IF SUCH LIMIT IS EXHAUSTED SHALL APPLY AS UNDERLYING INSURANCE NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS AND CONDITIONS OF THIS POLICY.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

THIS ENDORSEMENT IS ATTACHED TO AND MADE A PART OF M836632 OF THE MISSION INSURANCE COMPANY.

ISSUED TO: INTERNATIONAL BUSINESS MACHINES CORPORATION

DATED AT: NEW YORK, NEW YORK

DATE: MAY 20, 1977

JP SAYRE & TOSO, INC.
BY: Robert J. Masson