# Zurich-American Insurance Group

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

### P. CHANGES IN THIS AGREEMENT
This Agreement contains all of the terms and conditions as respects obligations, rights and duties of the Self-Insurer and the Company hereunder, and as such, constitutes the whole Agreement, all other representations notwithstanding.

The terms of this Agreement shall not be waived or changed except by an Addendum, issued to form a part hereof, executed by a duly authorized representative of the Self-Insurer and the Company.

### Q. ARBITRATION
As a precedent to any right of action hereunder, if any dispute shall arise between the Company and the Self-Insurer with reference to the interpretation of this Agreement or their rights with respect to any transaction involved, whether such dispute arises before or after the termination of this Agreement, such dispute, upon written request of either party shall be submitted to three (3) arbitrators, one (1) chosen by the requesting party, the second by the other party within fifteen (15) days of receipt of such request, and the third by the first two (2) arbitrators within thirty (30) days thereafter. If the party receiving the written request fails to appoint its arbitrator within the time specified, the other party may appoint the second arbitrator. The third arbitrator shall be a disinterested umpire unconnected with either party, and if the first two (2) arbitrators fail to agree on a third arbitrator within the time specified, each party shall name one (1) person as the proposed third arbitrator, and the choice of one (1) of these as third arbitrator shall be done by drawing lots.

The arbitrators shall interpret this Agreement as an honorable engagement and not as merely a legal obligation; they are relieved of all judicial formalities and may abstain from following the strict rule of law, and they shall make their award with the view of effecting the general purpose of this Agreement in a reasonable manner rather than in accordance with a literal interpretation of the language. Each party shall submit its case to the arbitrators within a reasonable time after the appointment of the third arbitrator, in accordance with a schedule as agreed upon by the arbitrators.

The decision in writing of any two (2) arbitrators, when filed with the parties hereto, shall be final and binding on both parties. Judgement may be entered upon the final decision of the arbitrators in any court having jurisdiction. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the expense of the third arbitrator and of the arbitration. Said arbitration shall take place in the Village of Schaumburg, Illinois, unless some other place is mutually agreed upon by the Company and the Self-Insurer.