**GENERAL REINSURANCE CORPORATION**

400 Park Avenue

New York 22, New York

**CERTIFICATE OF EXCESS REINSURANCE issued by the GENERAL REINSURANCE CORPORATION, New York, New York (hereinafter called the "Reinsurer") to INTERNATIONAL BUSINESS MACHINES CORPORATION, I, B, M., WORLD TRADE CORP., THE SERVICE BUREAU CORP., and any other subsidiary or affiliated corporation of each provided such other subsidiary or affiliated corporation warrants that it is under the same operative and financial control through the identity of its officers, directors or stockholders (hereinafter called the "Reinsured").**

WHEREAS, the Continental Casualty Company and the American Home Assurance Company, (hereinafter called the "Underwriters") have issued to the Reinsured a policy or policies of insurance (hereafter referred to as "Underlying Insurance") providing Umbrella Liability Insurance as shown in the following schedule:

**INTERNATIONAL BUSINESS MACHINE CORP., ETAL**

**SCHEDULE**

**UMBRELLA LIABILITY POLICY**

$2,000,000 A, O, O. in excess of: Continental Casualty Co.
$8,000,000 A, O, O. in excess of: American Home Assurance Co.

(a) $2,000,000 A, O, O. in respect of International Business Machines Corp. - including I, B, M., World Trade Corp. in respect of U.S.A. and Canada operations; All products Worldwide, Aircraft & Airport Liab. (France)

(b) or excess of: Schedule in respect to I, B, M., World Trade Corp. and Service Bureau Corp.