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   Exhibit 3 - Resolution of the IBM Board of Directors dated April 30, 2002.


     RESOLVED, that the Board of Directors hereby authorizes the Corporation to
continue to issue all Securities previously authorized under resolutions dated
February 29, 2000, which Securities have been registered with the United States
Securities and Exchange Commission under Registration Statement 333-37034. This
authorization will continue in effect until such time as all Securities under
Registration Statement 333-37034 have been issued.