Exhibit 4.44
This Guarantee is dated October 21, 2004 between:
By Converium AG (“Guarantor”) to and in favor of the Insureds (as defined below) of ConveriumRuckversicherung (Deutschland) AG (the “Company”)
Preamble
 A.  The Company is the direct 100% subsidiary of the Guarantor and is considered by theGuarantor to be wholly integral to the Guarantor’s current group identity and futurestrategy.  B.  The Company is registered with the Commercial Register in Cologne, HRB 706. Noauthorization by the supervisory authority (BAFin) has been necessary. However, the Companyis subject to indirect supervision under German Insurance Supervisory Law (VAG).  C.  The Guarantor has agreed to enter into this Guarantee for the benefit of the Company’sInsureds. This Guarantee is a guarantee of payment, not of collection, and is unconditional,other than as expressly stated herein.
It is agreed as follows:
1.  Interpretation
1.1   In this Guarantee,     “Insured” means the person(s) named in a Policy as being the beneficiary of that Policy and anylegal successor of such person who is entitled to become the beneficiary of the Policy insubstitution for such person.     “Policy” means a policy, slip or other agreement pursuant to which the Company insures orreinsures any person.     “Rating Agency” means Standard & Poor’s a division of McGraw-Hill Companies of 20 Canada Square,Canary Wharf, London E14 5LH.
2.  Guarantee    The Guarantor hereby undertakes, on and subject to the terms of this Guarantee which shall begoverned by article 112 of the Swiss Code of Obligations, that whenever:
 a)  (i) the Company does not pay any amount which is due and payable under a Policy toan Insured pursuant to that Policy within 20 days’ after receipt of a written request thereforby the Company; or (ii) in the case the Company refuses, in good faith, to make any suchpayment as per para. (i) above, such payment is, based on a final judgment or decision of acompetent court or administration, adjudicated to be made by the Company to the Insured; or
Page 1 of 6

 

 b)  any payment made by the Company to the Insured pursuant to a Policy is repaidto the Company or its legal representative by the Insured based on a final judgment ordecision of a competent court or administration rendered in connection with the Company’sinsolvency or bankruptcy     the Guarantor shall, on receipt of a notice or demand in writing from the Insured, pay thatamount as if the Guarantor instead of the Company were expressed to be the principal obligor.
3.  Term of Guarantee
3.1   Termination. This Guarantee shall continue until terminated by not less than 90 dayswritten notice given to the Company, copied to the Rating Agency and published by the RatingAgency or the Guarantor and shall thereupon be of no further force or effect in respect ofany Policies issued or renewed on or after the date of termination. 3.2   Continuation. The termination of this Guarantee in accordance with clause 3.1 shall notaffect the Guarantor’s liability in respect of any Policies issued or renewed by the Companyprior to the date of such termination, in respect of which Policies this Guarantee is acontinuing guarantee and will extend to all sums payable by the Company under thosePolicies.
4.  No greater Liability
4.1   The Guarantor shall have no greater liability to any Insured than the Company and shallbe entitled to rely on all rights of the Company under the terms of the Policy but theGuarantor shall not re-investigate the Insured’s entitlement to payment in circumstanceswhere a payment from the Company has already been determined in compliance with theCompany’s claims determination process to be due and payable under the Policy, except wherethe Company is in administration, liquidation, receivership or subject to some similar formof insolvency arrangement in which a non-connected party is responsible for the managementof the Company. 4.2   Under no circumstances shall the Guarantor be liable to make any payment under thisGuarantee with respect to any payment under a Policy not due and payable by the Company atthe time of a request for payment from the Guarantor.
5.  Subrogation & Recovery    The Guarantor shall be entitled to require the Insured, as a condition precedent of payment, toexecute documentation reasonably required by the Guarantor to ensure that the Guarantor has all(i) rights of or akin to subrogation against the Company with respect to the amounts payable orpaid by the Guarantor and/or (ii) rights of recovery which would have been available to theCompany pursuant to the Policy or any associated documentation in the event that the claim hadbeen paid by the Company but otherwise waives its right to subrogation until the amount due tothe relevant Insured is paid in full.
Page 2 of 6

 

6.  Payment    Subject to and on the terms of this Guarantee, the Guarantor, upon notice or demand in writingfrom an Insured, clearly identifying (either in that written demand or separately and requiringno particular form of words) the Insured’s intention to rely on its rights as a third partybeneficiary under this Guarantee, will promptly remit to the Insured, in cleared funds in thecurrency required by the terms of the Policy, amounts due for payment by the Company to theInsured, in the circumstances stated in clause 2 and subject to the terms and conditions of thisGuarantee. 7.  Waiver of Set Off    All payments owed by the Guarantor under this Guarantee shall be made without set-off orcounterclaim. 8.  Gross-Up for Taxation    All payments by the Guarantor under this Guarantee shall be made free and clear of and withoutdeduction for or on account of any present or future taxes or duties of whatever nature imposedon or levied from the Guarantor by or on behalf of any competent authority having power to tax,except to the extent that the Guarantor is required by law or regulation to deduct such taxes orduties. In that event, the Guarantor will pay such additional amounts as will result (afterdeduction of the taxes or duties) in the payment to the Insured of the amount which wouldotherwise have been payable to the Insured by the Company. 9.  Representations    The Guarantor represents on the date of this Guarantee and on each date that this Guarantee isoutstanding that:
 a)  This Guarantee constitutes the legal, valid and binding obligations of the Guarantor;  b)  this Guarantee is within the powers of the Guarantor;  c)  this Guarantee has been duly authorised by the Guarantor;
Page 3 of 6

 

 d)  this Guarantee does not and will not breach any instrument, agreement or undertaking bywhich the Guarantor or any of its assets is bound and where such breach would have amaterial adverse effect on its ability to perform its obligations under this Guarantee;  e)  this Guarantee does not and will not violate any applicable law, rule or regulation bywhich the Guarantor or any of its assets is bound and where such breach would have amaterial adverse effect on its ability to perform its obligations under this Guarantee;  f)  all consents and authorisations necessary in relation to thisGuarantee have been obtained and are in force; and  g)  the Guarantor’s obligations under this Guarantee rank pari-passu with the unsecured debtobligations (other than subordinated obligations, if any, which rank below the Guarantor’sobligations under this Guarantee) of the Guarantor.
10.  Third Party Rights
10.1   Each Insured in respect of whom a Policy is issued during the continuance in force ofthis Guarantee shall be a beneficiary of this Guarantee for so long as the Company continuesto have a liability to such Insured under such Policy. 10.2   The Company is not a beneficiary of this Guarantee. 10.3   No other party other than the Guarantor, Company or Insured has any rights under or inrespect of this Guarantee.
11.  Transfers & Succession
11.1   By the Guarantor. The Guarantor may not assign, transfer, novate or dispose of any of, orany interest in, its rights and/or obligations under this Guarantee but this Guarantee shallcontinue in force and be binding on any successor of the Guarantor. 11.2   By the Company. The Company may not assign, transfer, novate or dispose of any of, or anyinterest in, its rights and/or obligations under this Guarantee. 11.3   By the Insured. No Insured may assign, transfer, novate or dispose of any of, or anyinterest in its rights and/or obligations under this Guarantee except that, if the Policypursuant to which such rights arise expressly permits such transfer and such transfer hasbeen made on or prior to the date on which the Company became liable to make a payment tothe Insured under that Policy, the Insured may transfer its rights under this Guarantee tothe transferee of the Policy rights.
Page 4 of 6

 

12.  Amendment
12.1   Amendment. This Guarantee may only be amended by a written instrument signed by theauthorised signatories of the Guarantor and the Company, which shall not take effect earlierthan the expiry of 90 days from the date on which the Rating Agency receives notice of theamendment. 12.2   No prior effect. No amendment shall have the effect of avoiding, reducing or limiting therights under this Guarantee of an Insured whose Policy was issued or renewed prior to thedate of such amendment.
13.  Notices
13.1   Giving of notices     All notices or other communications under or in connection with this Guarantee shall be inwriting and delivered by both (a) either fax or e-mail and (b) by a method of personal, postal orcourier delivery which includes the acknowledgement of receipt. Any such notice will be deemed tobe received at the earliest business day on which the notice is in fact received during normalbusiness hours in the place of receipt (or if received other than on a business day or inbusiness hours, on the next such business day.) 13.2   Addresses for notices     The address and facsimile number of the Company is:           Converium Ruckversicherung (Deutschland) AG      Clever Strasse 36        D-50668 Cologne        Germany                 Facsimile No: +49 221 539 2022      For the attention of: Chief Executive Officer    
    The address and facsimile number of the Guarantor is:           Converium AG        General Guisan-Quai 26        P.O. Box        CH-8022 Zurich        Switzerland                 Facsimile No: +41 1 639 9090      For the attention of: General Legal Counsel    
Page 5 of 6

 

The address and facsimile number of the Rating Agency is:           Standard & Poor’s        20 Canada Square        Canary Wharf        London E14 5LH        U.K.                 Facsimile No: +44 020 7176 7003      For the attention of: The Standard & Poor’s analyst for Converium  
    Or such other addresses or facsimile numbers as may be notified by the party named above to theother parties named above by notice given in accordance with the provisions of this clause.
13.3   Notice of Demand     An Insured may make a demand under this Guarantee by giving written notice to the Guarantor andthe Company in accordance with the requirements of clause 13.
14  Governing Law and Jurisdiction
14.1   Governing law. This Guarantee is governed by Swiss law. 14.2   Courts. Each of the parties hereto irrevocably agrees for the benefit of the other thatthe commercial court (Handelsgericht) of the Canton of Zurich, Switzerland, shall haveexclusive jurisdiction to hear and determine any suit, action or proceedings, and to settleany disputes, which may arise out of or in connection with this Guarantee.
This Guarantee has been entered into on the date stated at the beginning of this Guarantee.
For Converium AG:   /s/ BENJAMIN GENTSCH /s/ DIRK LOHMANN   Benjamin Gentsch Dirk LohmannVice-Chairman of the Board of Directors Chairman of the Board of Directors& Executive Vice-President & Chief Executive OfficerSpecialty Lines  
For Converium Rückversicherung (Deutschland) AG:   /s/ FRANK SCHAAR /s/ EWALD STEPHAN   Frank Schaar Ewald StephanChief Executive Officer Chief Financial Officer
Page 6 of 6