4. NOTICE OF OCCURRENCE

Whenever the Assured has information from which the Assured may reasonably conclude that an occurrence covered hereunder involves injuries or damage which, in the event that the Assured shall be held liable, is likely to involve this Policy, notice shall be sent as stated in Item 1 of the Declarations as soon as practicable, provided however, that failure to give notice of any occurrence which at the time of its happening did not appear to involve this Policy, but which, at a later date would appear to give rise to claim hereunder, shall not prejudice such claims.

5. OTHER INSURANCE

If other valid and collectible insurance with respect to a loss also covered by this Policy, other than insurance that is in excess of the insurance afforded by this Policy, the insurance afforded by this Policy shall be in excess of and shall not contribute with such other insurance.

DECLARATIONS

ITEM 1. NAMED ASSURED INTERNATIONAL BUSINESS MACHINES CORP., ETAL

ITEM 2. Underlying Umbrella Policies various as per schedule on file with the company

ITEM 3. Underlying Umbrella Limits $130,000,000 BI/PD CSL (Insuring Agreement II):

ITEM 4. Underlying Umbrella Aggregate Limits $130,000,000 BI/PD CSL (Insuring Agreement II):

ITEM 5. Limit of Liability $5,000,000 BI/PD CSL P/O (Insuring Agreement II): $45,000,000 BI/PD CSL

ITEM 6. Aggregate Limit of Liability $5,000,000 BI/PD CSL P/O (Insuring Agreement II): $45,000,000 BI/PD CSL

ITEM 7. Notice of Occurrence Baccala & Shoop Insurance Services, Two Centu (Condition 4) to: Plaza, Suite 2100, 2049 Century Park East, Los Angeles, Calif. 90067

STATE EXCEPTIONS

MARYLAND: Condition 3., CANCELLATION, is amended as follows: The words, "thirty (30) days" are deleted and replaced by the words, "forty-five (45) days". Condition 6., NON-RENEWAL, is added as follows: "If the Company intends not to renew, the Company shall deliver or send by mail to the Assured, written notice of its intent not to renew at least forty-five (45) days prior to the expiration of the policy."

MICHIGAN: Condition 3., CANCELLATION, is amended as follows: The words, "the address shown in this Policy" are deleted and replaced by the words, "the last address of the Assured known to the Company". Condition 4., NOTICE OF OCCURRENCE, is amended by the addition of the following subparagraphs: "a) Notice of an occurrence by the Assured or on behalf of the Assured to the Company's authorized representative shall be considered as notice to the Company; and b.) Failure by the Assured to give the Company or its authorized representative notice of an occurrence within any time specified in this policy will not invalidate any claim made by the