**Johnson & Higgins**

Established 1845

**INSURANCE BROKERS - AVERAGE ADJUSTERS**
**ACTUARIES - EMPLOYEE BENEFIT PLAN CONSULTANTS**

CABLE ADDRESS "KERODEN NEW YORK"
TELEX NO. 420637
95 WALL ST., NEW YORK, N.Y. 10005
TEL 701-7500 AREA CODE 212

July 31, 1985

Mr. Richard Faron
Insurance Department
International Business Machines Corporation
Armonk, New York 10504

Dear Dick:

EXCESS UMBRELLA LIABILITY
POLICY #01XN5098WCA
EFFECTIVE: MAY 21, 1985 TO MAY 21, 1986

Supplementing our Advice of Insurance dated June 5, 1985, enclosed is the captioned Excess Umbrella Liability policy written with the Aetna Casualty & Surety Company for a limit of liability of $5,900,000 part of $20,000,000 excess of $40,000,000. The premium for the layer is $32,450 which has been divided between the captioned policy and Canadian policy #985XN8803151, a copy of which is enclosed. The original Canadian policy has been sent to Canada for a countersignature and will follow.

The Canadian portion was originally billed to you under #985XN4195WCA and we have called this to the attention of your underwriter. The Aetna's Finance Department has noted this discrepancy and will credit your payment under #4195 to the enclosed policy.

Further, we have reviewed the enclosed contracts and find that they [redacted]. Our negotiations [redacted] form

#8