**ZURICH INSURANCE COMPANY**

EXECUTIVE OFFICES 111 WEST JACKSON BOULEVARD CHICAGO, ILLINOIS 60604

(A STOCK INSURANCE COMPANY HEREIN CALLED THE COMPANY)

Agrees with the insured named below in consideration of the payment of the premium and, except as herein provided, subject to all the terms and conditions of Policy No. 87-52-208 Issued by: AMERICAN GUAR. & LLAB, INS. CO.

TO:
Item 1: Insured INTERNATIONAL BUSINESS MACHINES CORP., AND AS FURTHER ENUMERATED IN THE ABOVE DESCRIBED POLICY Address ARMONK, NEW YORK

Item 2: Policy Period: From: MAY 21, 1976 To: MAY 21, 1979 (12:01 a.m. standard time at the address of the insured as indicated herein.)

Item 3: Coverage: Excess Following Form Umbrella Liability (Personal Injury Liability, Property Damage Liability and Advertising Liability) EXCLUDING DATA PROCESSING ERRORS AND OMISSIONS

Item 4: Exceptions: This insurance differs from the policy which it follows in the following particulars:

(A) Rate: FLAT
(B) Proportion of risk insured:

$3,000,000. Each Occurrence Part $50,000,000. Each Occurrence
$3,000,000. Annual Aggregate* of: $50,000,000. Annual Aggre
In excess of:
$80,000,000. Each Occurrence
$80,000,000. Annual Aggregate*

Which are excess of self-insured retentions and underlying insurances set out in the above described policy.
*As defined in the above described policy.

(C) Premium: $3000.
Payable 5-21-76 $3000.
5-21-77 TO BE DETERMINED
5-21-78 TO BE DETERMINED

(D) Other: Subject to: Nuclear Exclusion Endorsement. Pollution Exclusion Endorsement.

JOHNSON & HIGGINS INSURANCE BROKERS EMPLOYEE BENEFIT PLAN CONSULTANTS WALL ST. NEW YORK 10003 WH 6-3180

In witness whereof the Zurich Insurance Company has caused this policy to be signed by its United States Manager at Chicago, Illinois, but the same shall not be binding upon the Company unless countersigned by a duly authorized agent of the Company.

Countersigned on behalf of the Zurich Insurance Company
Vital Nigro
DULY AUTHORIZED AGENT