**AMERICAN ZURICH INSURANCE COMPANY**

**COMMERCIAL EXCESS LIABILITY POLICY**

**POLICY NO.:** EUO 8481810-02

**PRODUCER:** Johnson & Higgins
**Address:** 125 Broad Street, New York, NY 10004

**DECLARATIONS**

**Item 1. Named Insured and Address:**
International Business Machines Corp.
Old Orchard Road
Mail Drop 230
Armonk, NY 10504

**Item 2. Policy Period:**
From 05-21-97 to 05-21-98 12:01 A.M.

**Item 3. Premium:** $ 30,000 Annual
**Minimum Earned Premium at Inception:** $7,500

**Item 4. The limits of the Company's liability are: See Endorsement No. 1**

a) $ XXXXXXXXXXXXXXXXXXXX each occurrence; in the aggregate of $ XXXXXXXXXXXXXXXX per annual policy period part of
b) $ XXXXXXXXXXXXXXXXXXXX each occurrence; in the aggregate of $ XXXXXXXXXXXXXXXX per annual policy period.

**Item 5. The limits of the Company's liability apply in excess of the following limits of liability of underlying insurance: See Endorsement No. 2**

$ XXXXXXXXXXXXXXXXXXXX each occurrence; in the aggregate per $ XXXXXXXXXXXXXXXXXXXX annual policy period where applicable which may be in turn excess of various underlying limits or self-insured amounts specified in the governing underlying insurance policy.

**Item 6. The governing underlying insurance policy is:**

**Policy No.:** BE 932-36-06
**Name of issuing insurance company:** AIU Insurance Company
**Type of insurance:** Umbrella Liability
**Policy Term:** May 21, 1996 to 1998

**Item 7. Unless otherwise stated herein, the Named Insured agrees that**

a) No part of the underlying insurance or contributing insurance in Item 4. b) is written on what is commonly known as a "claims made" basis;
b) No part of the limits of liability of underlying insurance or contributing insurance in Item 4. b) includes costs;
c) No underlying insurance policy nor any contributing policy contains exclusions not found in or more restrictive from the viewpoint of the named insured than in the governing underlying insurance policy.

**Item 8. Endorsements Attached at Issue:** See Schedule of Forms and Endorsements

**Countersigned by:** K. Gregori (Authorized Representative)