"In the event of reduction or exhaustion of the aggregate limit or limits designated in the underlying policy or policies solely by payment of losses in respect to accidents or occurrences during the period of such underlying policy or policies, it is hereby understood and agreed that such insurance as is afforded by this policy shall apply in excess of the reduced underlying limit or, if such limit is exhausted, shall apply as underlying insurance, notwithstanding anything to the contrary in the terms and conditions of this policy."

POLICY NUMBER: XL 75249
INBURED: International Business Machines Corp. et al
EFFECTIVE: 5/21/67

PRODUCER: Johnson & Higgins
COUNTERSIGNATURE OF AUTHORIZED AGENT: C.H. Duplin Jr.

FIREMAN'S FUND INSURANCE COMPANY
THE AMERICAN INSURANCE COMPANY
NATIONAL SURETY CORPORATION
ASSOCIATED INDEMNITY CORPORATION
AMERICAN AUTOMOBILE INSURANCE COMPANY
FIREMAN'S FUND INSURANCE COMPANY OF TEXAS
PRESIDENT: Fred H. Manuel