This endorsement effective on
at 12:01 A.M. standard time 5/21/97

Forms part of Policy Number: NEA0109021

Issued to: IBM CORPORATION

By: RELIANCE INSURANCE COMPANY

**COMMERCIAL EXCESS LIABILITY**

**AMENDATORY ENDORSEMENT**

In consideration of the premium paid, it is understood and agreed that Section II., LIMITS OF LIABILITY and Section III., MAINTENANCE OF UNDERLYING INSURANCE AND UNIMPAIRED UNDERLYING LIMITS OF LIABILITY, is deleted and replaced as follows:

**II. LIMITS OF LIABILITY**

It is expressly agreed that the Company's liability for loss shall attach only after the Underlying Insurance shall have paid the full amount of their respective limits of liability under such Underlying Insurance.

In the event of the exhaustion of the each occurrence limit of liability of the Underlying Insurance by payment by the Underlying Insurance, the limit of liability shown in Item 6 of the Declarations as Each Occurrence is the most the Company will pay as Ultimate Net Loss in excess of the Underlying Insurance resulting from any one (1) occurrence to which this policy applies regardless of:

A. the number of insureds named;

B. claims made or suits brought; or

C. persons or organizations making claims or bringing suits.

In the event of the exhaustion of the aggregate limit of liability of the Underlying Insurance by payment by the Underlying Insurance, this policy will continue in force as primary insurance subject to the limits of liability and to other terms, conditions, and exclusions of this policy.

The Company's total liability for Ultimate Net Loss resulting from all occurrences to which this policy applies is limited to the amount, if any and as applicable, stated in Item 6 of the Declarations as the Aggregate Limit of Liability.

**NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE DEPARTMENT. HOWEVER, SUCH FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.**

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