**AMERICAN ZURICH INSURANCE COMPANY**

**COMMERCIAL EXCESS LIABILITY POLICY**

**POLICY NO.** EUO 8481810-00

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

**DECLARATIONS**

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

**Item 2.** **Policy Period:**
*From May 21, 1996 to May 21, 1997 at 12:01 A.M.*

**Item 3.** **Premium:** $ 39,000 Annual
**Minimum Earned Premium at Inception:** $9,750

**Item 4.** **The limits of the Company's liability are: See Endorsement No. 1**
a) $ XXXXXXXXXXXXXXXXXXXX each occurrence; in the aggregate of $ XXXXXXXXXXXX per annual policy period.
b) $ XXXXXXXXXXXXXXXXXXXX each occurrence; in the aggregate of $ XXXXXXXXXXXX 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 $ XXXXXXXXXXXXXXXX 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 May 21, 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. Greagoli (Authorized Representative)

**SERIAL NO.** 005253