**Exhibit4.46****AMENDMENT NO. 1****TO THE****QUOTA SHARE RETROCESSION AGREEMENT****BETWEEN****ZURICH INSURANCE COMPANY (INCLUDING ITS BERMUDA BRANCH)****AND****CONVERIUM AG,****DATED AS OF OCTOBER 1, 2001 AND EFFECTIVE AS OF JULY 1, 2001**1. The Quota Share Retrocession Agreement between Zurich Insurance Company (including itsBermuda Branch) (the “Retrocedant”) and Converium AG (the “Retrocessionaire”),dated as of October 1, 2001 and effective as of July 1, 2001 (the “Agreement”), ishereby amended as follows: 1.1. Paragraph (a) of Section 7.01, “FW Cash Calls,” is deleted and replaced withthe following: (i) The Retrocessionaire shall have the right, subject to theconditions and limitations set forth in this subparagraph (i), to call forpayment in cash on January 1 and July 1 of each calendar year of a portion ofthe funds withheld account under this Agreement (a “FW Cash Call”).Such payment shall be made by the Retrocedant according to the mutual agreementof the parties, or failing such agreement, proportionately, in any one or morecurrencies in which the FW Subaccount Balances are maintained at the time of aFW Cash Call, on the basis of the most recent quarterly FW Subaccount Balances.The amount of each FW Cash Call payment shall not exceed 25 percent of thetotal FW Subaccount Balances as reported in the most recent quarterly statementprepared in accordance with Section 9. The Retrocessionaire shall provide theRetrocedant with written notice of a FW Cash Call at least 60 days prior to thepayment date. The notice shall set forth the amount of the FW Cash Call. Thefirst date for which the Retrocessionaire may receive a FW Cash Call paymenthereunder is July 1, 2006.  (ii) The Retrocessionaire shall have the right, upon 60 days’ priorwritten notice to the Retrocedant, to call for payment in cash of all or aportion of the funds withheld account at any time after the total of the sum ofall of the separate FW Subaccount Balances under this Agreement (the “ZICFW 
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   Subaccount Balances”) as reported in the most recent quarterlystatement prepared in accordance with Section 9.02, together with the sum ofall of the separate FW Subaccount Balances under the ZIB Quota ShareRetrocession (the “ZIB FW Subaccount Balances”) as reported in themost recent quarterly statement prepared in accordance with Section 9.02 ofsaid ZIB Quota Share Retrocession, falls below USD 100 million (the“Threshold 1”) (the ZIC FW Subaccount Balances and the ZIB FWSubaccount Balances referred to collectively as the “Aggregate FWSubaccount Balances”). As used in this Agreement, payment by theRetrocedant pursuant to the exercise by the Retrocessionaire of its rightspursuant to this subparagraph (a)(ii) of Section 7.01shall be referred to asa “Threshold Cash Call.”  (iii) For purposes of determining whether the total Aggregate FWSubaccount Balances fall below Threshold 1, all FW Subaccount Balancesmaintained in currencies other than USD shall be converted into USD as of thedate the Retrocessionaire has made a call for payment. If the Retrocessionairehas made a call for payment in accordance with subparagraph (a)(ii) of thisSection 7.01, the Retrocedant shall, not later than the 60th dayfollowing delivery of written notice of the call for payment to theRetrocedant, pay the Retrocessionaire the amount designated in the notice notto exceed the total of the separate ZIC FW Subaccount Balances as of the dateof the payment date, after netting against such amount any other amount thendue and payable to the Retrocedant from the Retrocessionaire under thisAgreement or any other agreement or for any other reason. Such payment may bemade in any one or more of the currencies in which the ZIC FW SubaccountBalances are maintained, in accordance with the principles outlined insub-paragraph (a)(i) of Section 7.01. After payment of all ZIC FW SubaccountBalances pursuant to a Threshold Cash Call, the Retrocedant shall be relievedfrom the obligation to maintain the ZIC FW Subaccount Balances, and, except asotherwise provided herein, all amounts required under this Agreement to bedebited or credited to a ZIC FW Subaccount Balance shall be settled in cash.  (iv) If, as a result of a FW Cash Call, the Aggregate FW SubaccountBalance falls below Threshold 1, then any payment of any Threshold Cash Callshall not occur before the end of six months after the date of the FW Cash Callthat reduced the Aggregate FW Subaccount Balance below Threshold 1.  (v) In the event that Standard & Poor’s increases the insurerfinancial strength rating of the Retrocessionaire to A or higher (the“Trigger Rating”), then Threshold 1 shall be increased to a totalamount of USD 200 million (the “Threshold 2”). Upon occurrence of theTrigger Rating, the Threshold 2 shall be substituted for Threshold 1 and thisAgreement shall be read and construed as though reference to Threshold 1 werereferences to Threshold
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   2. The terms and conditions of this Agreement shall otherwise remainunchanged. If at any subsequent date the Trigger Rating falls below A, thenthe Parties shall resume their original position with respect to theapplication of Threshold 1. 1.2. The second sentence of paragraph (b) of Section 7.03, “FW Prepayments,” isdeleted and replaced with the following:The Retrocedant shall provide the Retrocessionaire with notice of its intention tomake a FW Prepayment not less than 60 days prior to the end of the calendar quarterto which the FW Prepayment relates. 1.3. All amounts becoming payable hereunder by Retrocedant to Retrocessionaire shall bereflected in the recalculation of the FW Subaccount Balances.2. All other terms and conditions of the Agreement remain unchanged. 3. Retrocedant agrees to consider Retrocessionare an acceptable reinsurer for purposes ofplacing additional reinsurance with Retrocessionaire. Notwithstanding the foregoing, it beingunderstood and agreed that: 3.1. the Retrocedant may request the Retrocessionaire, in order for the latter to qualify asacceptable reinsurer for any such additional reinsurance, to agree to collateralrequirements, as set out in the Retrocedant’s internal guidelines for acceptablereinsurers, applicable at the time of such additional reinsurance placement, in which casesuch arrangements will be agreed between the parties and documented as part of suchadditional reinsurance placement;  3.2. the Retrocedant may at any time cease to consider the Retrocessionaire to be anacceptable reinsurer if the Retrocedant in its sole discretion determines that furthercessions to the Retrocessionaire would not meet its internal guidelines for acceptablereinsurers; and  3.3. nothing in this Amendment shall be construed such as to impose any obligation on theRetrocedant or any of its affiliated companies to cede any business to the Retrocessionaireor to give a preference to the Retrocessionaire over any other reinsurer in placing ormaking offers to place any reinsurance business or to guarantee to the Retrocessonaire anyamount of ceded premium or any profit on any business that the Retrocedant cedes to theRetrocessionaire.4. This Amendment shall become effective immediately upon the date of complete execution by allof the parties hereto.
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5. This Amendment constitutes the entire agreement between the parties hereto with respect tothe subject matter hereof and supersedes all prior agreements and understandings,representations or discussions, written or oral, with respect thereto.6. This Amendment may be executed by the parties hereto in separate counterparts, each of whenso executed and delivered shall be an original, but al such counterparts shall togetherconstitute one and the same instrument. Each counterpart may consist of a number of copieshereof each signed by less than all, but together signed by all of the parties hereto.
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     IN WITNESS WHEREOF, Zurich Insurance Company and Converium AG have caused this Amendment to beexecuted by their duly authorized representatives.     Zurich,                                ZURICH INSURANCE COMPANY          By:          By:       Zurich,                                CONVERIUM AG          By:          By:  
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