**Form XL XS-0CC (11/03)**

**FOLLOWING FORM EXCESS LIABILITY INSURANCE POLICY**

**OCCURRENCE FORM**

Issued by

XL INSURANCE (BERMUDA) LTD

**Policy Number:** BM00023608LJ08A  
**Renewal of:** BM00022825LJ07A  
**Producer:** ARTHUR J. GALLAGHER (UK) LIMITED

**DECLARATIONS**

In consideration of the payment of the premium, and in reliance upon the statements in the Declarations, Items (1) – (11) below, and subject to the limits of liability, attachment points, exclusions, conditions and other terms of this Policy ("Policy") (including endorsements), the XL Insurance (Bermuda) Ltd (the "Company") agrees with the Named Insured as listed in Item (1) below as follows:

(1) (a) **NAMED INSURED:** INTERNATIONAL BUSINESS MACHINES CORPORATION  
(b) **ADDRESS:**  
ONE NORTH CASTLE DRIVE  
MAIL DROP 222  
ARMONK, NEW YORK 10504  
U.S.A.

(2) **POLICY PERIOD:**  
From: MAY 21, 2008 To: MAY 21, 2009  
at 12:01 Standard Time at the address of the Named Insured

(3) **COVERAGE:**  
Following Form Excess Occurrence Liability Insurance

(4) **LIMITS OF LIABILITY:**  
USD 100,000,000 part of USD 200,000,000  
Limit shown applies in the aggregate. This aggregate applies to each type of Loss to which an aggregate applies in the Followed Policy and per Occurrence for all other Loss.

**MINIMUM PER OCCURRENCE RETENTION AMOUNT:**  
The greater of (i) USD 500,000 or (ii) any deductible or self-insured retention applicable to the Occurrence under the primary or lowest layer policy of the Underlying Insurance.

(5) **TOTAL UNDERLYING LIMITS OF INSURANCE**  
a. Each Occurrence: $200,000,000  
b. Aggregate (where applicable): $200,000,000