# Zurich-American Insurance Group

## DEDUCTIBLE AGREEMENT
**SELF-INSURER:** IBM CORPORATION

### f. The Self-Insurer's insolvency, bankruptcy, involvement in a proceeding for dissolution or assignment for the benefit of creditors, or any other proceeding or arrangement of like nature.

### 2. Duties and Obligations upon Termination.

In the event of termination for the reasons stated in Items a. and b. immediately preceding, all of the duties and obligations of the Self-Insurer and the Company shall continue for policy periods subject to this Agreement prior to termination or non-renewal, including but not limited to, the Self-Insurer’s obligations to provide Collateral as specified in Section H. of this Agreement and to remit payments as may be due under this Agreement, until such time as all obligations and duties of the parties hereto are fully and finally discharged.

In the event of termination for the reasons stated in Items c. through f. immediately preceding, the Self-Insurer shall, within ten (10) days of receipt of the Company’s demand therefore, reimburse the Company for all amounts then due and payable, including but not limited to all outstanding loss reserves within the Deductible Amounts plus reserves for unlimited Allocated Claim Expense, including an allowance for losses incurred but not reported and all other obligations of the Self-Insurer as herein defined, all as determined, established and computed by the Company.

Subject to the foregoing terms and conditions, if the Company’s right of cancellation or non-renewal for the policies subject to this Agreement is restricted by statute, regulation or other lawful order, the Self-Insurer’s obligations hereunder shall follow those of the Company until such cancellation or non-renewal can be legally effected.

### J. CLAIM SERVICE - INVESTIGATION, DEFENSE AND SETTLEMENT OBLIGATIONS AND RISK MANAGEMENT INFORMATION SERVICE

#### 1. Settlements Binding upon Self-Insurer.

All loss settlements made by the Company within the Loss Limit Amounts are binding upon the Self-Insurer.

#### 2. Salvage and Recovery.

The Self-Insurer shall be paid or credited its proportionate share of any salvage or recovery obtained by the Company less expenses paid in making such recovery.

IBM 063060

Form DUDA Edition 4 (12/89)
25-Mar-91