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(CONVERIUM LOGO)
 
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Art. 1
 Name, Registered Office and Duration
  Converium Holding AG
 Converium Holding SA
 Converium Holding Ltd.
  Art. 2
 Purpose
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Art. 3
 Share Capital
  Art.
3a  Contingent Share Capital for Option Rights and/or Conversion Rights
   Art.
3b  Authorized Share Capital
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Art. 4
 Membership Rights, Book-entry Shares, Conversion
    Art. 5
 Share Register
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Art. 6
 Corporate Bodies
  A.
    
    The General Meeting of ShareholdersB.
    
    The Board of DirectorsC.
    
    The Auditors
  Art. 7
 Competencies
   a)
    
    to adopt and to amend the Articles of Incorporation;b)
    
    to elect and to dismiss the members of the Board of Directors and the auditors, as well
as the additional auditors in accordance with this Article 20;c)
    
    to approve the annual report, the consolidated financial statements and the annual
financial statements as well as to decide on the allocation of the balance sheet profit, in
particular with regard to dividends and to sharing of profits by the directors;d)
    
    to discharge the members of the Board of Directors and the persons entrusted with the
management;e)
    
    to pass resolutions concerning matters which by law or by the Articles of Incorporation
are reserved to the authority of the General Meeting of Shareholders.
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Art. 8
 Ordinary and Extraordinary General Meetings of Shareholders
   Art. 9
 Convening of General Meetings of Shareholders
      Art.
10  Agenda
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Art.
11  Chairperson, Scrutineers
   Art.
12  Voting Rights, Rules of Procedure and Representation
    Art.
13  Resolutions
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1.
    
    an alteration of the purpose of the Company;2.
    
    the creation of super-voting shares;3.
    
    restrictions on the transfer of registered shares and the removal of such restrictions
as well as restrictions to vote and the removal of such restrictions;4.
    
    an authorized or contingent increase of share capital;5.
    
    an increase of share capital by conversion of capital surplus, by contribution in kind
or for the purpose of an acquisition of assets and the grant of special rights;6.
    
    a restriction or exclusion of the subscription right or advance subscription right;7.
    
    a change of the Companys registered office;8.
    
    the dissolution of the Company without liquidation.
 Art.
14  Minutes
   Art. 15
 Constitution, Term of Office
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Art.
16  Powers of the Board of Directors
   1.
    
    the ultimate direction of the Company and the issuance of the necessary instructions;2.
    
    the determination of the organization;3.
    
    the determination of the principles of accounting, financial control and financial planning;4.
    
    the appointment and removal of the persons entrusted with the management and the
representation of the Company;5.
    
    the ultimate supervision of the persons entrusted with the management of the Company,
especially in view of their compliance with the law, the Articles of Incorporation,
regulations and instructions;6.
    
    the preparation of the business report and the General Meetings of Shareholders and the
implementation of its resolutions;7.
    
    the notification of the judge in case of over-indebtedness;8.
    
    the issue of option rights and conversion rights in respect of shares of the Company, the
increase of the share capital out of authorized capital as well as resolutions concerning
capital increases and respective amendments to the Articles of Incorporation;9.
    
    the examination of the professional skills of qualified auditors.
  Art. 17 Signing Authority
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Art.
18  Convocation of Meetings
  Art.
19  Resolutions
      Art. 20
 Term, Powers and Duties
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Art. 21
 Business Year
  Art.
22  Annual Financial Statement, Consolidated Financial Statement
  Art.
23  Allocation of Profit
    Art. 24
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Art. 25
    Art. 26
  Art. 27
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