These terms and conditions and consent apply in connection with E&Y’s provision to IBM (the “Company”) of tax reconciliation and adequacy review services (the “Services”) for certain eligible employees (the “Participants”). In order for E&Y to provide the Services, a Participant must agree to the following terms and conditions and provide the consents sent forth herein.

1. Participant [and, if applicable, Participant’s spouse] make the following consent to disclosure of tax return information:
   • I (we) hereby authorize my employer (or its authorized agent) to furnish to E&Y (or its affiliate) any and all information it may require with respect to my employment income.
     
     
   • I (we) hereby consent to have E&Y, its agents, contactors and affiliates, disclose to each other my (our) tax information in order to provide the Services.
     
     
   • Additionally, I hereby consent to have E&Y (or its affiliate) disclose to my employer (and its authorized agent) such tax return information as is necessary with respect to the Services.
     
     
   This consent to disclose is granted solely with respect to the Services. Such information may not be disclosed or used by E&Y for any purpose other than the foregoing.
   
   
2. E&Y will, at the expense of the Company, provide the Services to Company, provided that Participant provides to E&Y in a timely manner all such information as E&Y may reasonably require.
   
   
3. All Services E&Y provides pursuant to this engagement are intended to be solely for the benefit of the Company and are not for the benefit of anyone else. E&Y will not be liable to the Participant for any claim for damages arising out of or in connection with any Services provided hereunder.
   
   
4. From time to time, depending on the circumstances, non-CPA personnel, including non-CPA owners of affiliated firms, may participate in the Services E&Y provides.
   
   
5. E&Y considers all nonpublic information about Participants to be confidential. This includes personal and financial information provided by Participants or by others, as well as information E&Y generates in connection with the Services. It is E&Y’s policy not to disclose personal and financial information to its affiliates, agents, contractors, the Company or the Company’s agents, except in connection with the rendering of these Services. It is E&Y’s policy not to disclose Participant information to other third parties except as required by law, without the Participant’s consent.
   
   
6. If you or a member of your immediate family or household currently are serving as a director, an officer or in a financial reporting or accounting role for a public company or a subsidiary of a public company please call the IBM Domestic tax line at 800-345-0697 before proceeding.
   

In some cases, E&Y may transfer information in accordance with the above paragraph to or from the United States or another country. Although applicable privacy laws may vary depending on the jurisdiction, and may provide less or different protection than those of Participant’s home country, E&Y requires that all of its affiliates, agents and contractors observe E&Y’s policies concerning any confidential information that E&Y provides to them, and E&Y employs security systems designed to protect against unauthorized access and use of confidential information.