This endorsement effective on 5/21/97 at 12:01 A.M. standard time
Forms part of Policy Number: NEA0109021
Issued to: IBM CORPORATION
By: RELIANCE INSURANCE COMPANY

**COMMERCIAL EXCESS LIABILITY**

**SECURITIES EXCLUSION ENDORSEMENT**

Excluded from Ultimate Net Loss that may be insured under this policy are any claims, suits, or proceedings for, based upon, arising from, attributable to, related to, or in any way connected with, in whole or in part, directly or indirectly:

1. any actual or alleged violation of the Securities Act of 1933 as amended, or the Securities Exchange Act of 1934 as amended, or any state blue sky or Canadian securities law.
2. any similar state blue sky, federal or Canadian statutes regulating securities similar to the foregoing, or as they may be amended, any rules or regulations adopted pursuant thereto, or any other state blue sky or Canadian laws or common laws relating to securities.

N/A

Insured's Signature

All other terms and conditions of this policy remain unchanged.

**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.

EL 00 P074 00 1094