**Midland Insurance Company**
Stock Company
One State Street Plaza, New York, New York 10004

**DECLARATIONS**

* **Item 1. Named Insured and Address:**
  - IBM Co., Ltd., Canada
  - Royal Trust Tower
  - Toronto, Ontario Canada

* **Item 2. Policy Period:**
  - From May 21, 1976
  - To May 21, 1977
  - 12:01 A.M., standard time at the address of the named insured as stated herein.

* **Item 3. Underlying Insurance:**
  - Excess Umbrella Liability
  - $130,000,000 each occurrence and aggregate where applicable as provided by various carriers on file with Company in excess of Underlying Insurances.

* **Item 4. Limits of Coverage:**
  - Hereunder: $5,000,000 part of $20,000,000 each occurrence and aggregate where applicable in excess of Item 3 above.

* **Item 5. Premium:**
  - $96.25 flat charge.

* **Item 6. Cancellation:**
  - Thirty (30) Days.
  - Date: 6/4/76

By: [Signature]
AUTHORIZED REPRESENTATIVE

Form No. BUS-506