# SCHEDULE II

## INTERNATIONAL BUSINESS MACHINES CORPORATION AND SUBSIDIARY COMPANIES

### AMOUNTS RECEIVABLE FROM EMPLOYEES (over $100,000 per employee)

**For the Year Ended December 31, 1984**

On June 2, 1983, ROLM Corporation, which became a wholly owned subsidiary of IBM in November, 1984, loaned to Robert K. Dahl, ROLM Vice President—Finance, the sum of $310,000 as evidenced by a promissory note. The loan was made for several reasons, upon the determination of the ROLM Board of Directors that such loan would benefit ROLM. The interest thereon is 9% per annum. Pursuant to such note and a security agreement between Mr. Dahl and ROLM, the sums loaned are to be repaid on an interest-only basis for five years, with all sums due on or before June 2, 1988. If Mr. Dahl should leave ROLM's employ prior thereto, all sums loaned plus accrued interest become immediately due and payable. ROLM has retained IBM convertible debentures owned by Mr. Dahl as security for the payment of the loan and, if the fair market value of said debentures should fall below 130% of the sum owed at any time, ROLM may require Mr. Dahl to pledge such additional security as ROLM deems necessary.