##### 



Exhibit 1.2
 
 
 Note:
 The respective dates of any revisions to the Organizational By-laws are indicated at the end of the
document.
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Basis and Overview
    
    
    41
    
    Board of Directors
    
    
    41.1
    
    Main Duties and Responsibilities
    
    
    41.2
    
    Appointments and Dismissals
    
    
    61.3
    
    Approvals
    
    
    71.4
    
    Delegation of Duties and Responsibilities
    
    
    81.5
    
    Meetings and Resolutions of the Board of Directors
    
    
    81.6
    
    Constitution and Signing Authorities
    
    
    91.7
    
    Information and Reporting, Confidentiality
    
    
    91.8
    
    Remuneration
    
    
    102.
    
    Committees of the Board of Directors
    
    
    102.1
    
    General
    
    
    102.2
    
    Nomination and Remuneration Committee
    
    
    122.3
    
    Finance and Risk Committee
    
    
    132.4
    
    Audit Committee
    
    
    153.
    
    Chairman and Vice-Chairman of the Board of Directors
    
    
    163.1
    
    Appointment
    
    
    163.2
    
    Duties and Responsibilities
    
    
    163.3
    
    Urgent Resolutions
    
    
    174.
    
    (deleted)5
    
    
    175.
    
    Global Executive Committee (GEC)
    
    
    175.1
    
    Members6
    
    
    17 Chief Executive Officer (CEO),
    
    
    17 Head of Standard Property & Casualty Reinsurance (Head of Standard P&C Reinsurance)
    
    
    17 Head of the Specialty Lines Segment and the Life and Health Segment (Head
of [Specialty Lines and Head of Life & Health]),
    
    
    17 Chief Risk Officer (CRO)8,
    
    
    17 Chief Financial Officer (CFO),
    
    
    17 Chief Operating Officer (COO)8, and
    
    
    17
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 General Counsel (General Legal Counsel)
    
    
    175.2
    
    Main Duties and Responsibilities
    
    
    185.3
    
    Approvals and Decisions
    
    
    205.4
    
    Meetings
    
    
    235.5
    
    Quorum, Voting, Abstention from Voting, Minutes, Reporting
    
    
    236.
    
    Chief Executive Officer (CEO)
    
    
    246.1
    
    Main Duties and Responsibilities
    
    
    246.2
    
    Approvals and Decisions
    
    
    256.3
    
    Reporting, Delegation
    
    
    267.
    
    Business Segments
    
    
    267.1
    
    Organization
    
    
    267.2
    
    Duties and Responsibilities
    
    
    267.3
    
    Reporting
    
    
    287.4
    
    Management Principles (Structures)
    
    
    288.
    
    Corporate Center
    
    
    288.1
    
    Organization
    
    
    288.2
    
    Duties and Responsibilities
    
    
    298.3
    
    Reporting
    
    
    299.
    
    Internal Audit
    
    
    299.1
    
    Organization
    
    
    299.2
    
    Duties and Responsibilities
    
    
    299.3
    
    Reporting
    
    
    2910.
    
    Adoption and Amendment
    
    
    30
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Basis and Overview
 Company Converium Converium Companies
 1
 Board of Directors CO
 Committees of the Board of
Directors Chairman Vice-Chairman 5 Global Executive Committee CEO Business Segments Corporate Center Internal Audit Functional Level 4
  1
    
    Board of Directors1.1
    
    Main Duties and Responsibilities1.1.1
    
    Strategic direction and configuration of the business of Converium, including but
not limited to:1.1.1.1
    
    Decision on the strategy, the execution of the strategy as outlined in the strategic
business plan and the strategic planning.1.1.1.2
    
    Decision on Converiums underwriting principles.1.1.1.3
    
    Establishment of new lines of business activities outside the reinsurance business,
discontinuation of lines of business activities outside the reinsurance business.1.1.1.4
    
    Approval of Converiums strategic business plan.1
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1.1.2
    
    Principles of the organization of the Company and of Converium, including but not
limited to the following items:1.1.2.1
    
    Decision on the major aspects of the corporate structure of the Company and of
Converium.1.1.2.2
    
    Determination of the principles of corporate governance and of Converiums code of business
conduct and ethics.11.1.2.3
    
    Decision on the principles of compensation, incentive schemes and bonus payments for the employees.81.1.2.4
    
    Assessment of the performance of the CEO6 and decision on the overall compensation of the CEO.51.1.2.5
    
    Creation and elimination of Functional Levels.1.1.2.6
    
    Change of company names and business logos other than changes to the Company
name and business logo of Converium.1.1.2.7
    
    Transfer of the business domiciles of the Company, Converium AG, Converium Rückversicherung
(Deutschland) AG and Converium Insurance (UK) Ltd or any other Converium Company whose formation
requires the approval of the Board of Directors (1.3.1.1).11.1.2.8
    
    Appointment, dismissal and supervision of the Global Executive Committee.1.1.3
    
    Principles of financial planning and control, including but not limited to the
following items:1.1.3.1
    
    Determination of the accounting standards and approval of material changes to
the accounting principles.1.1.3.2
    
    Approval of Converiums financial plans and administration expense budget and
forecast.11.1.3.3
    
    Determination of Converiums risk management policy, reserve policy, investment policy,
treasury policy, solvency and liquidity planning.1.1.3.4
    
    Approval of the strategic asset allocation of Converiums investment portfolio.1.1.3.5
    
    Determination of Converiums tax planning policy.1.1.3.6
    
    Determination of the allocation of any Converium expenses to be charged to the Corporate
Center.1, 41.1.3.7
    
    Carrying out capital increases of the Company, subject to a decision
by the shareholders meeting, and use of contingent and/or authorized share capital of the Company
and any capital increases in subsidiaries in excess of USD 20 million.1.1.3.8
    
    Determination of Converiums year-end results and reserve policy and determination
of the Companys year-end results and dividend policy, subject to a decision by the shareholders
meeting.1.1.3.9
    
    Listing and de-listing of the Company on a stock exchange.1.1.4
    
    Determination of the principles of internal audit.1.1.5
    
    Additional duties which are non-transferable and inalienable by mandatory law
(Article 716a para. 1 CO):
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1.1.5.1
    
    Preparation of the business report (Art. 663d CO) as well as of the annual
shareholders meeting (Art. 698 et seq. CO) and implementation of its resolutions.1.1.5.2
    
    Notification of the judge in case of over-indebtedness of the Company (Arts.
725-725a CO).1.1.5.3
    
    Instruction of a specially qualified auditor to examine, after the conclusion of each
business year, whether the issue of new shares within the frame of a conditional capital increase
has been made in conformity with the law and with the Articles of Incorporation and, if required,
with the prospectus (Art 653f CO).1.1.5.4
    
    (A) Establishment, upon receipt of the examination referred to in the preceding paragraph,
in the form of a notarized deed of (i) the number, par value and type of the newly issued shares,
(ii) the preferential rights of individual classes of shares and (iii) of the amount of
the share capital at the end of the business year, (B) amendment of the Articles of
Incorporation and (C) filing of the amendment of the Articles of Incorporation with the
Commercial Register not later than three months after the conclusion of the relevant
business year (Arts. 653g and 653h CO).1.1.5.5
    
    Examination of the professional skills of the specially qualified auditors where their
appointment is provided for by the law.1.1.5.6
    
    Passing of resolutions regarding the subsequent payment of capital with respect to
non-fully paid-in shares.1.1.5.7
    
    The Board of Directors may assign the preparation and the implementation of its resolutions
as well as the supervision of individual business transactions to committees, individual
members of the Board of Directors, to the Global Executive Committee, to the CEO or to the
management of the Company or of any Converium Company. It shall provide for adequate
reporting to the Board of Directors.1.2
    
    Appointments and Dismissals
  1.2.1
    
    Members of the Committees of the Board of Directors and their chairpersons.1.2.2
    
    Chairman and Vice-Chairman of the Board of Directors.1.2.3
    
    Global Executive Committee.1.2.4
    
    External auditors based on the recommendation of the Audit Committee, subject to
approval by the shareholders meeting.11.2.5
    
    Board members shall be eligible for a maximum of 4 terms of office, unless extended by the
Board of directors beyond the 4 terms.4
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1.3
    
    Approvals
  1.3.1
    
    Formation of any insurance/reinsurance company, merger, full or partial acquisition or
sale or other divestiture of a company or of another participation involving the Company or any
Converium Company, including the entering into a joint venture.11.3.2
    
    Other than as provided for in the preceding paragraph, full or partial acquisition or sale or
other divestiture of a business (other than intra-Converium).1.3.3
    
    Any transaction involving a portfolio transfer by a Converium Company (understood to
be a transfer of the original liabilities and obligations to the original policyholders)
transferring a substantial part of a Business Segments portfolio to a third party or the
establishment of new lines of business or discontinuation of existing lines of business
representing a substantial part of a Business Segments business (such part representing, in either
case, more than 25% of the portfolio of the relevant Business Segment).1.3.4
    
    Investments by the Company or any Converium Company not made at arms length
market conditions.1.3.5
    
    Entering into contracts or contractual arrangements with unusual terms or which may
have a material impact upon the strategic position of the Company or Converium.1.3.6
    
    Acquisition, disposal, hypothecation of real estate unless such acquisition,
disposal or hypothecation is based upon prior general approval by the Board of Directors.1.3.7
    
    Other than in connection with reinsurance arrangements of any type, issuing or guaranteeing
public bonds, whether or not listed on a stock exchange, through a guarantee, keep well agreement
or similar arrangement.11.3.8
    
    Other than in connection with reinsurance arrangements of any type or inter-company
loans as defined in the Treasury Policy, taking up loans, and entering into similar transactions
exceeding the amount of USD10 millions per transaction or series of transactions.51.3.9
    
    Other than in connection with reinsurance arrangements of any type, granting loans,
guarantees and entering into similar transactions exceeding the amount of USD10 millions per
transaction.1.3.10
    
    Expenses and capital expenditures beyond the approved budget exceeding the amount
of USD10 millions per transaction.1.3.11
    
    Entering into law-suits and settlements (a) if the case involved is likely to have
a major impact on the reputation of Converium or (b) if the case involved is outside the ordinary
course of the reinsurance business and the amount involved exceeds USD10 millions per case.
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1.4
    
    Delegation of Duties and Responsibilities
 5 4
 1.5
    
    Meetings and Resolutions of the Board of Directors1.5.1
    
    Meetings, Convocation and Agenda1.5.1.1
    
    The meetings of the Board of Directors are called by the Chairman or the Vice-Chairman, or,
if one of them is prevented from doing so, by another member of the Board of Directors.
Meetings of the Board of Directors may also be held by way of a telephone conference or a
video conference.1.5.1.2
    
    The Board of Directors shall meet as often as circumstances call for, at least four times a
year. Moreover, a meeting of the Board of Directors shall immediately be called upon the
request of any of its members. Such a request (by letter, telephone, telefax, telex or e-mail)
should be addressed to the Chairman or the Vice-Chairman by indicating the items to be
submitted to the Board of Directors.1Additionally, the members of the Board shall meet at regularly scheduled sessions without management.11.5.1.3
    
    Meetings shall be called with ten days written or telefax or e-mail notice (if the sender
can be identified as the relevant member of the Board of Directors) specifying the agenda.
The Chairman or the Vice-Chairman sets the agenda for the meeting of the Board of Directors.1.5.1.4
    
    If a member of the Board of Directors wishes to put an item on the agenda, such member
needs to notify the Chairman or the Vice-Chairman at least five days in advance of the date
of the meeting. All members of the Board of Directors have to be notified immediately of
amendments to the agenda by the Chairman or the Vice-Chairman or the Secretary of the Board
of Directors.1.5.1.5
    
    If all members of the Board of Directors agree or are present and no objection is raised,
the meeting may be held without observing the aforementioned formal requirements. At such a
meeting, discussions may be held and resolutions passed on all business matters within the
scope of authority of the Board of Directors.1.5.1.6
    
    Absent members of the Board of Directors may not be represented.1.5.1.7
    
    The Chairman or the Vice-Chairman or, if either of them is prevented from doing so,
another member of the Board of Directors to be designated by the members present, shall
preside at the meeting.4,51.5.1.8
    
    Other individuals may be invited to meetings of the Board of Directors to discuss specific
agenda items.
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1.5.2
    
    Quorum, Voting, Abstention from Voting, Minutes.1.5.2.1
    
    The Board of Directors constitutes a quorum if the majority of its members is present. To
pass resolutions requiring the establishment of a notarized deed, confirming increases in
share capital and regarding the changes of the Articles of Incorporation entailed thereby,
only one member of the Board of Directors needs to be present.1.5.2.2
    
    As far as these Organizational By-laws do not provide otherwise, the Board of Directors
passes its resolutions by simple majority of votes cast, the member presiding over the
meeting having a casting vote.1.5.2.3
    
    In the event of a vote on matters liable to give rise to a conflict of interest, the member
involved in such conflict shall abstain from any discussions and from voting on the subject
matter giving raise to such conflict.1.5.2.4
    
    Resolutions may be adopted by way of circular letter, including telefax and e-mail if the
sender can be identified as the relevant member of the Board of Directors. Circular
resolutions may also take the form of a meeting (including telephone conference or video
conference) and a voting in the form of a circular letter (including
telefax and e-mail) for
those members of the Board of Directors who did not participate in the meeting. Each member of
the Board of Directors may, however, request within ten days from the receipt of the
respective motion that an item be discussed and a resolution thereon be taken at a meeting of
the Board of Directors. Circular resolutions are passed by simple majority of all votes of the
Board of Directors.41.5.2.5
    
    The Board of Directors shall keep minutes. The minutes shall be signed by the member
presiding over the relevant meeting as well as by the secretary of the meeting. The minutes
must be approved by the Board of Directors at its next meeting.1.6
    
    Constitution and Signing Authorities1.6.1
    
    The Board of Directors constitutes itself. In particular, it appoints its Chairman and its
Vice-Chairman. The Board of Directors also appoints a secretary (the Secretary) who does
not need to be a member of the Board of Directors.1.6.2
    
    The signing authority of the members of the Board of Directors shall be determined by the
Board of Directors. Its respective decisions are to be entered into the commercial register.1.7
    
    Information and Reporting, Confidentiality1.7.1
    
    Each member of the Board of Directors will receive appropriate information with respect to
any matter to be considered by the Board of Directors which will include for financial
reporting purposes quarterly an appropriate reporting package including a consolidated balance
sheet and a profit and loss account of the Company and its Business Segments.1.7.2
    
    At each of its meetings, the Board of Directors must be informed, by way of a formal report,
by the CEO and the Heads of the Business Segments about the course of the business of the
Segments and the activity of the Global Executive Committee. In case of important business
incidents the Board of Directors shall be informed without delay.1,4,5
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1.7.3
    
    Apart from the meetings and the periodical information by the CEO, any member of the
Board of Directors may request from the Chairman or the Vice-Chairman information concerning the
course of the business and, with the authorization of the Chairman or the Vice-Chairman, also
information concerning specific matters of the business.4,51.7.4
    
    To the extent necessary for the fulfillment of a duty, any member of the Board of Directors
may apply to the Chairman or the Vice-Chairman to be shown the books and the files of the
Company and of Converium. If the Chairman or the Vice-Chairman declines a request for
information, the Board of Directors shall decide on the request.1.7.5
    
    The members of the Board of Directors, the Secretary and any further persons invited to
attend meetings of the Board of Directors shall treat confidential all information on facts
which come to their attention in the execution of their office and which are not otherwise
public knowledge. All persons shall remain under the obligation to observe confidentiality
even after termination of their mandates/employment.1.7.6
    
    When withdrawing from the respective function, a member of the Board of Directors or the
Secretary must return all documents in any form which concern the affairs of the Company and
Converium to the Chairman or the Vice-Chairman or the Secretary by no later than the end of
their term of office.1.8
    
    Remuneration1.8.1
    
    The Board of Directors decides on the remuneration for its members according to their demand
and responsibility and based on the proposals of the Remuneration Committee.1.8.2
    
    Expenses and disbursements shall be compensated in addition to this remuneration in
accordance with the applicable expense guidelines of the Company. Extraordinary work beyond
the normal activities of members of the Board of Directors shall be compensated in addition
thereto according to customary rates.11.8.3
    
    The remuneration of any employee of a Converium Company who agreed to serve as member of the
board of directors of a Converium Company is considered a part of the normal compensation of
such employee except if the by-laws of a Converium Company state otherwise.12.
    
    Committees of the Board of Directors 72.1
    
    General2.1.1
    
    Appointment, Meetings2.1.1.1
    
    The members of the Committees of the Board of Directors and their chairpersons shall be
appointed for a term of office of one year by the Board of Directors.8 Each
chairperson shall designate his deputy from among the members of the respective
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Committee of the Board of Directors. The Chairman of the Board of Directors may not be elected
as Chairman of a Committee of the Board of Directors.82.1.1.2
    
    Meetings of the Committees of the Board of Directors shall be chaired by the respective
chairperson or deputy. The Committees of the Board of Directors shall meet as and when the
need arises or if a member thereof so requests.2.1.1.3
    
    Each Committee of the Board of Directors may decide to invite persons, from time to time or
on a regular basis, not being regular members of that Committee of the Board of Directors, to
attend meetings of such Committee of the Board of Directors and to be involved in any project
work of that Committee of the Board of Directors.2.1.2
    
    Quorum, Voting, Abstention from Voting, Minutes, Reporting2.1.2.1
    
    As far as these Organizational By-laws do not provide otherwise, a Committee of the Board
of Directors constitutes a quorum if the majority of its members is present and resolutions
are by simple majority of votes cast, the member presiding over the meeting having a casting
vote.2.1.2.2
    
    In the event of a vote on matters liable to give rise to a conflict of interest, the member
involved in such conflict shall abstain from voting on the subject matter giving raise to such
conflict and abstain from any discussions if personally involved in the subject matter.2.1.2.3
    
    Resolutions may be adopted by way of circular letter, including telefax and e-mail if the
sender can be identified as the relevant member of the respective Committee of the Board of
Directors. Each member of a Committee of the Board of Directors may, however, request within
ten days from the receipt of the respective motion that an item be discussed and a resolution
thereon be taken at a meeting of the relevant Committee of the Board of Directors. Circular
resolutions are passed by simple majority of all votes of the respective Committee of the
Board of Directors.2.1.2.4
    
    Absent members of a Committee of the Board of Directors may not be represented.2.1.2.5
    
    The secretary appointed by the respective Committee of the Board of Directors shall keep
the minutes of the meetings of that Committee of the Board of Directors.2.1.2.6
    
    The Committees of the Board of Directors report on a regular basis to the Board of
Directors.
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2.2
    
    Nomination and Remuneration Committee2.2.1
    
    The Nomination and Remuneration Committee shall consist of any number of members of the
Board of Directors, as defined by the Board of Directors from time to time, but at least a
minimum of three members. Only independent Directors are eligible to serve on the Nomination
and Remuneration Committee. In order to qualify as independent, a member may not accept any
consulting, advisory or compensatory fee, other than his/her Board compensation, from the
Company.8 In addition, a Nomination and Remuneration Committee member may not be a
person affiliated with the Company or any of its subsidiaries.2.2.2
    
    The Nomination and Remuneration Committee has the following tasks and responsibilities:2.2.2.1
    
    Assessment and submission to the Board of Directors for approval of its proposal for the
appointment and dismissal of the following persons:8
 §
    
    Members of the Board of Directors, of the Committees of the
Board of Directors and of their chairpersons.§
    
    Chairman and Vice-Chairman of the Board of Directors.§
    
    The CEO and the members of the Global Executive Committee.
 2.2.2.2
    
    (deleted)82.2.2.3
    
    Appointment and dismissal of the following persons:8
 §
    
    General Legal Counsel if not a member of the Global Executive
Committee.5§
    
    Head of Internal Audit.§
    
    Outside directors of Converium Companies unless such
appointment or dismissal is required by regulatory law or order,
in which case such appointment or dismissal is the responsibility
of the CEO.2
 2.2.2.4
    
    Definition and implementation of procedures for the following activities:1
 §
    
    Annual self-evaluation of the performance of the Board of
Directors, and its committees.1§
    
    Annual statement of independence of the Board of Directors,
disclosure of any conflict of interests and any agreements
concluded with the Company or any of its subsidiaries.1§
    
    Orientation program for new Board Members.1
 2.2.2.5
    
    Assessment and submission to the Board of Directors for approval of its proposal for the
following items:8
 §
    
    Overall compensation to be received by each of the members of
the Board of Directors.§
    
    Principle of compensation, of the incentive schemes, of bonus
payments for the employees, of pension fund benefits and any
other pension plans.1, 4
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§
    
    (deleted)5§
    
    Overall compensation of the CEO.§
    
    Terms and conditions for D&O insurance and adequate self
retention, if any, for Board members. 8
 2.2.2.6
    
    Assessment and decision upon the following items:
 §
    
    Overall compensation of each of the members of the Global
Executive Committee, other than the CEO.§
    
    Overall compensation of the Head of Internal
Audit.1§
    
    Review of overall compensation above USD 750,000 or any other
amount determined by the Nomination and Remuneration Committee
from time to time.8§
    
    Acceptance of Executive and Board memberships in third
companies by GEC members.8§
    
    Contracts between Converium and any GEC members or any of their family members, not at arms length.8§
    
    Any guidelines relating to the granting of loans by Converium to Converium employees.8
 2.2.2.7
    
    (deleted)82.3
    
    Finance and Risk Committee2.3.1
    
    The Finance and Risk Committee shall consist of any number of members of the Board of
Directors, as defined by the Board of Directors from time to time, but at least a
minimum of three members. A majority of the members has to be financially literate.82.3.2
    
    The Finance and Risk Committee has the following tasks and responsibilities:2.3.2.1
    
    Regarding Finance, Taxes and Investment
 §
    
    Approval of any external providers for asset management
services on behalf of Converium and main banks of Converium.§
    
    Approval of any capital increases in subsidiaries between USD5
millions and USD20 millions.1§
    
    Initiate and review the Credit Rating strategy of Converium.8§
    
    Review of the following items:1, 8
 
    
    The planned tactical asset allocation.8
    
    The group wide cash management.8
    
    The financial performance of the asset management operations in
absolute terms and measured against benchmarks.8
    
    The use of derivatives.8
    
    (deleted)8
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§
    
    The accounting standards framework to be applied by the Company and
the selection of the material options allowed by such framework as well
as any change of the accounting standards framework or the respective
material options.§
    
    Yearly Converiums budget and financial plans.1§
    
    Converiums investment policy, treasury policy (including but not
limited to the applicable principles for interest rate, currency and
maturity risks), issuance of securities in any form and solvency and
liquidity planning.1,8§
    
    Strategic asset allocation of Converiums investment portfolio.§
    
    Converiums tax planning policy.§
    
    Determine the allocation of any Converium expenses to be charged to
the Corporate Center.§
    
    Carrying out of capital increases of the Company and use of contingent
and/or authorized share capital of the Company.§
    
    Purchase and sale of Converium shares by the Company itself, other
than for the operation of Converiums compensation
plans.8§
    
    (deleted)5§
    
    Listing and de-listing of the Company on a stock exchange.§
    
    Other than in connection with reinsurance arrangements of any type,
granting loans, guarantees and entering into similar transactions
exceeding the amount of USD10 millions per transaction.8
 2.3.2.2
    
    Regarding Risk Management1
 §
    
    Liaising with the risk management functions in identifying and
reviewing Converiums areas of greatest financial risk, the underwriting,
credit, liquidity, model and operational risk and their efficient
management and supervision of the framework or Converiums auditing process.1,8§
    
    Assess and submit to the Board of Directors for approval Converiums
Risk Management Policy.1§
    
    Assess and submit to the Board of Directors annually for approval the
overall risk appetite or the most significant risk activities.8§
    
    Review and approve the yearly risk management report, Converiums risk assessment catalogue and action plans.1,§
    
    Review, annually, the ALM approach and model used.8§
    
    Review the Converiums overall assessment conducted by rating agencies.8§
    
    Gaining an independent understanding of Converiums involvement in
complex and/or unusual transactions with a major impact upon its
financial, market position or its position towards regulatory bodies.
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2.4
    
    Audit Committee2.4.1
    
    The Audit Committee shall consist of any number of members of the Board of Directors, as
defined by the Board of Directors from time to time, but at least a minimum of three members.
Only independent Directors are eligible to serve on the Audit Committee. In order to qualify
as independent, a member may not accept any consulting, advisory or compensatory fee from the
Company. In addition, an Audit Committee member may not be a person affiliated with the
Company or any of its subsidiaries.A majority of the members has to be financially literate.12.4.2
    
    The Audit Committee shall carry out the following functions and submit to the Board of
Directors regular reports on its activities and findings:2.4.2.1
    
    Regarding Internal and External Auditors:
 §
    
    Recommend the appointment and dismissal of the External
Auditors to the Board of Directors and overview the External Auditors.1§
    
    Determination and review of the scope and general extent of
the internal and external audit.8§
    
    Determination and approval of audit fees.8§
    
    Review of the independence and objectivity of the external
auditors, including the evaluation of their professional
qualifications and performance.8§
    
    Review of the nature and extent of non-audit services
provided by the external auditors.§
    
    Establish procedures for (a) the receipt, retention and
treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters and
(b) confidential, anonymous submissions by employees of concerns
regarding questionable accounting and auditing matters or
information regarding violation of securities or any other applicable laws.1§
    
    Supervision and review of effectiveness of compliance policy,
compliance procedures and compliance matters with material
financial/reputational consequences.8§
    
    Approve any public disclosure in conjunction with Converiums
periodic disclosure of financial results or any other disclosure
with for significant impact for Converiums business.8§
    
    Cooperation with the internal and external
auditors in order to identifying any possible deficiencies in the
internal control mechanisms of Converium, such as review of the
audit objectives, strategies and plans and the evaluation of the
organization and effectiveness of the audit.8
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§
    
    Discussion of the annual audit report with the external and internal auditors as
well as with management.8
  §
    
    Review of any financial statements and determine whether they are complete and
consistent with the information known to the members of the Board of Directors and assess
whether such statements reflect the appropriate accounting principles.§
    
    Approve quarterly and half-year results (except 4th quarter).3§
    
    Review of significant accounting and reporting issues and assess their impact
upon Converiums financial statements.§
    
    Converiums year-end results and reserve policy and for the Companys year-end
results and dividend policy.5
  §
    
    Being briefed on how the Companys management is developing preliminary external
announcements and interim financial information.§
    
    Assessing the fairness of such preliminary and interim statements on the basis of
Converiums applicable accounting principles.
  3.1         Appointment
  3.2
    
    Duties and Responsibilities3.2.1
    
    In addition to his function as a member of the Board of Directors, the powers and duties of
the Chairman are in particular the following:3.2.1.1
    
    Organization and preparation of the meetings and resolutions of the shareholders
as well as calling, organization and preparation of the meetings and the resolutions of the Board
of Directors.3.2.1.2
    
    Presiding over the shareholders meetings as well as over the meetings of the
Board of Directors.3.2.1.3
    
    Immediate information of the Board of Directors on all incidents, questions and
developments of extraordinary importance for the Company and for Converium.3.2.1.4
    
    Appropriate
information of the Board of Directors on reports, proposals, information and other
communication received from the CEO.
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3.2.1.5
    
    Ensuring the close cooperation between the Board of Directors and the
Committees of the Board of Directors.3.2.1.6
    
    Representation of the overall interests of Converium towards the authorities,
business organizations and other third parties, in conjunction with the CEO.3.2.2
    
    The Chairman is at any time entitled, but not obliged, to attend meetings of any Committee of
the Board of Directors in an advisory function, and to inspect the files of the Committees of the
Board of Directors.3.2.3
    
    The Vice-Chairman shall support the Chairman in his functions and may, in the absence of the
Chairman or if otherwise deemed useful, temporarily assume the functions of the Chairman.3.3
    
    Urgent Resolutions
  5
  5.1      Members 6
  
    
    Chief Executive Officer (CEO),
    
    Head of Standard Property & Casualty Reinsurance (Head of Standard P&C Reinsurance)
    
    Head of the Specialty Lines Segment and the Life and Health Segment (Head of [Specialty
Lines and Head of Life & Health]),
    
    Chief Risk Officer (CRO)8,
    
    Chief Financial Officer (CFO),
    
    Chief Operating Officer (COO)8, and
    
    General Counsel (General Legal Counsel)
  (President) Executive Vice-President 8
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5.2
    
    Main Duties and Responsibilities5.2.1
    
    The Global Executive Committee is responsible for the management of the Company and
Converium, in accordance with these Organizational By-laws, in particular it shall be confined by
the powers and duties of the Board of Directors, the Committees of the Board of
Directors, the Chairman and the Vice-Chairman, the Business Segments and the Corporate
Center.4, 55.2.2
    
    The following shall be the main duties and responsibilities of the members of the
GEC with respect to the Company and/or Converium as the case may be:5.2.2.1
    
    Chief Executive Officer 5
 §
    
    Responsibility for the overall management§
    
    CEO Office§
    
    Global Human Resources & Succession Planning§
    
    Corporate Communication§
    
    Corporate Development§
    
    Strategic planning of reinsurance business including market cycle management
 5.2.2.2
    
    Head of Standard Property & Casualty Reinsurance
 §
    
    Responsibility for all business generated in the assigned lines, including
responsibility for profit and loss and operational cash flows for the respective lines of
business,§
    
    Responsibility for the Business Segment income including reserves set in
accordance with Converiums reserve policy and operational cash flows of the assigned
Business Segment§
    
    (deleted)8§
    
    (deleted)8§
    
    Responsibility for assigned clients§
    
    Responsibility for statutory and regulatory issues concerning any assigned legal entities
 5.2.2.3
    
    Head Specialty Lines and Life & Health
 §
    
    Responsibilities for all business generated in the Specialty Lines Segment and
the Life & Health Segment, including responsibility for profit and loss and operational
cash flows for the respective lines of business§
    
    Responsibility for the Segment income including reserves set in accordance with
Converiums reserve policy and operational cash flows of the assigned Business Segment
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§
    
    (deleted)8§
    
    (deleted)8§
    
    (deleted)8§
    
    Responsibility for assigned clients§
    
    Responsibility for statutory and regulatory issues concerning any assigned legal entities8§
    
    (deleted)8§
    
    (deleted)8
 5.2.2.4
    
    Chief Risk Officer5
 §
    
    Responsibility for all actuarial support and services functions for Converiums
life and non-life business; and the tasks of Chief or Appointed Actuary where appropriate,
including responsibility for the following§
    
    Pricing§
    
    Reserving§
    
    Risk Modeling/Asset Liability Management (ALM)§
    
    Risk Management§
    
    Capital Allocation§
    
    Planning, budgeting and execution of global retention management strategy
including retrocessions and Global Risk Pooling
 5.2.2.5
    
    Chief Financial Officer
 §
    
    Financial Controlling§
    
    Financial Accounting, incl. Consolidation§
    
    (deleted)8§
    
    Investment & Treasury§
    
    (deleted)8§
    
    Tax§
    
    Investor Relations§
    
    Responsibility regarding any reporting issues concerning the Corporate Center9
 5.2.2.6
    
    Chief Operating Officer8
 §
    
    Technical Reinsurance Accounting9§
    
    Information Technology (IT)§
    
    Claims handling management and technical cedent claims and underwriting audits9
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§
    
    (deleted) 9§
    
    Run-off and commutations and related cedent audits9§
    
    Sarbanes Oxley compliance and internal control issue management and coordination9§
    
    Process management9§
    
    (deleted)9
 5.2.2.7
    
    General Legal Counsel
 §
    
    Board of Directors and Company Secretary§
    
    GEC legal affairs§
    
    Corporate Governance and Compliance8§
    
    General and Corporate Legal§
    
    Regulatory matters§
    
    Share Register§
    
    Transactional Legal & Contracts§
    
    Responsibility for statutory and regulatory issues concerning any assigned legal entities6
 5.2.3
    
    In case that any of the above duties have to be carried out at a location
which is different from the one where the Executive Vice-President is residing,
the Executive Vice-President may delegate any of his duties stipulated above (except for
the responsibility for the legal entity) to any person present at such other
location (e.g. in underwriting matters). In this case the responsible Head of the
Business Segment remains, however, responsible for any decisions taken in respect of such
Business Segment.65.2.4
    
    Subject to the powers and authorities as defined in these Organizational By-Laws
the Global Executive Committee may change any of these duties and
responsibilities as shall become necessary from time to time.5.3
    
    Approvals and Decisions
  5.3.1
    
    Strategic Planning and Business Development
 a)
    
    Strategic planning submitted by the Business Segments, the CRO, CFO and the
COO and submission of the strategic planning as well as Converiums overall
global strategy to the Board of Directors for approval.6, 8b)
    
    Portfolio transfer or establishment of new lines of business or discontinuation
of existing lines of business not subject to the approval of the Board of
Directors as per paragraph 1.3.3.
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c)
    
    Geographical expansion into new regions, withdrawal from regions.d)
    
    Opening and closing of branch offices and representative offices.
 5.3.2
    
    Underwriting
 a)
    
    Underwriting guidelines submitted by the Heads of the Business
Segments. 6
 5.3.3
    
    Pricing and Reserving
 a)
    
    Pricing guidelines, methodologies and profitability
thresholds to be applied in pricing as submitted by the CRO.8b)
    
    Risk measures, safety level and the corresponding Risk Based Capital allocation according to
the risk model submitted by the CRO.8c)
    
    Reserving guidelines, methodologies and reporting standards to be applied as submitted by the
CRO.8
 5.3.4
    
    Finance
 a)
    
    Other than in connection with reinsurance
arrangements of any type, taking up loans and entering into similar transactions
exceeding the amount of USD2.5 millions but not more than USD10 millions per transaction
or series of transactions.b)
    
    Other than in connection with reinsurance arrangements of
any type, granting loans, guarantees and entering into similar transactions exceeding
the amount of USD2.5 millions but not USD10 millions per transaction or series of
transactions.c)
    
    Expenses and capital expenditures beyond the approved budget exceeding
the amount of USD2.5 millions but not USD10 millions per transaction or series of
transactions.d)
    
    Change of the accounting policies or principles (other than
with respect to changes which are within the competence of the Board of Directors).e)
    
    External providers for asset management services, and mandates to external
asset managers to manage assets on behalf of Converium out of the list of
providers approved by the Board of Directors.f)
    
    Appointment and dismissal of main
banks of Converium as per the list of banks approved by the Board of Directors.g)
    
    Acquisition or disposal of direct alternative investments within the
approved strategic asset allocation. Alternative investments include private
equity and hedge funds, as well as cat bonds, commodities and equity tranches of
collateralized bond portfolios.h)
    
    Securities lending and any confirmation thereof,
which shall be performed at least once a year, as per the approved strategic asset
allocation.i)
    
    Review of statutory financial accounts of the main legal entities of
Converium.
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5.3.5
    
    Business Organization
 a)
    
    Approval of the organizational structures of the Business
Segments as well as the offices led by the CEO, CRO, CFO, COO and the General Legal
Counsel.6, 8
 5.3.6
    
    Risk Retention
 a)
    
    Strategy and budget for the global retention
management including retrocessions and Global Risk Pooling.b)
    
    Issuing or guaranteeing public bonds
in connection with reinsurance arrangements of any type, whether or not listed on a stock exchange,
through a guarantee, keep well arrangement or similar arrangement.
 5.3.7
    
    Human Resources
 a)
    
    Appointment of or prior authorization of appointment of any corporate
function required by legal and/or regulatory requirements, such as corporate actuary, chief
financial, risk or compliance officers.b)
    
    Global and Segment (incl. Corporate Center) human
resources strategy, including for the Services Layer and the Business Support Layer.c)
    
    Global promotion policy.d)
    
    Principles of and budget for global training and development programs.
 5.3.8
    
    Marketing and Communication Strategy
 a)
    
    Converiums Investor Relations (IR) and its marketing and
communication strategies.
 5.3.9
    
    Legal and Governance
 a)
    
    Long-term lease, leasing, consultant, co-operation and agency
agreements exceeding the amount of USD10 millions per transaction or series of transactions.b)
    
    Entering into law-suits and settlements (a) if the case involved is within the
ordinary course of the reinsurance business and the amount involved is more than USD2.5
millions per case or (b) if the case involved is outside the ordinary course of the reinsurance
business and the amount involved is not more than USD10 millions per case (in each
case other than with respect to cases which are likely to have a major impact on the
reputation of Converium which are within the competence of the Board of Directors).c)
    
    Decision on the exercise of voting rights in shareholders meetings of the Converium Companies and joint
ventures of Converium which are key subsidiaries or key joint ventures.
 5.3.10
    
    Global IT strategy
 a)
    
    Converiums global IT strategy as well as any key deliverables for its
implementation.
 5.3.11
    
    Matters requiring approval by Board of Directors or its Committees
 a)
    
    Preparation of any
matters which require the approval of the Board of Directors or any of the Committees of the
Board of Directors in accordance
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5.4
    
    Meetings
 5.4.1
    
    Meetings of the Global Executive Committee shall be chaired by the CEO, in his
absence by any other member of the Global Executive Committee appointed by the
CEO.8The Global Executive Committee shall meet monthly or more frequently if and
when the need arises or if a member thereof so requests. Meetings of the Global
Executive Committee may also be held by way of a telephone conference or a video
conference.5.4.2
    
    The Global Executive Committee5may decide to invite other persons, from time to time
or on a regular basis, not being regular members of the Global Executive Committee,
to attend meetings of the Global Executive Committee and to be involved in any
project work of the Global Executive Committee.45.5
    
    Quorum, Voting, Abstention from Voting, Minutes, Reporting5.5.1
    
    As far as these Organizational By-laws do not provide otherwise, the Global Executive
Committee constitutes a quorum if the majority of its members is present and
resolutions are by simple majority of votes cast, the member presiding over the meeting
having a casting vote.55.5.2
    
    In the event of a vote on matters liable to give rise to a conflict of interest, the member
involved in such conflict shall abstain from any discussions and from voting on the
subject matter giving raise to such conflict and abstain from any discussions if
personally involved in the subject matter.5.5.3
    
    Resolutions may be adopted by way of circular letter, including telefax and e-mail if the
sender can be identified as the relevant member of the Global Executive Committee.
Each member of the Global Executive Committee may, however, request as soon as
possible from the receipt of the respective motion that an item be discussed and a
resolution thereon be taken at a meeting of the Global Executive Committee. Circular
resolutions are passed by simple majority of all votes of the Global Executive
Committee.5.5.4
    
    Absent members of the Global Executive Committee may not be represented.5.5.5
    
    The secretary appointed by the Global Executive Committee shall keep the minutes of
the meetings of the Global Executive Committee.5.5.6
    
    The Global Executive Committee reports on a regular basis to the Board of Directors.5.5.7
    
    (deleted)5
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6.1
          Main Duties and Responsibilities
 6.1.1
    
    The CEO is responsible for the management of the Company and Converium, in accordance with
these Organizational By-laws, in particular she shall be confined by the powers and duties of the
Board of Directors, the Committees of the Board of Directors, the Chairman and the
Vice-Chairman5, the Global Executive Committee, the Business Segments and the
Corporate Center.46.1.2
    
    The management responsibilities of the CEO include, in particular, the following items:6.1.2.1
    
    Conducting and management of the entire operational activities of the Company and
of Converium and imposition of the measures which the organization of the Company and the Converium
Companies require.6.1.2.2
    
    Execution of the resolutions taken by the Board of Directors and by the Global Executive
Committee.6.1.2.3
    
    Issuance of the necessary instructions to and supervision of the Business Segments, the
members of the management and the other employees.6.1.2.4
    
    Organization of and presiding at the meetings of the Global Executive Committee.6.1.2.5
    
    Representation of the overall interests of Converium towards the authorities, business
organizations and other third parties, in conjunction with the Chairman.6.1.2.6
    
    Ensure establishment of6a Disclosure Committee with responsibility for
considering the materiality of information and determining disclosure obligations on a timely
basis. The Disclosure Committee reports to the Audit Committee. It creates a charter that defines
its purpose, role, responsibilities and authority. This charter has to be approved by the Audit
Committee.56.1.2.7
    
    Representation of Converium towards employees and their
organizations as well as the pension funds.6.1.2.8
    
    Regular reporting to5 the Board of Directors and immediate information
of5the Board of Directors of all incidents, questions and developments of extraordinary importance
for the Company and for Converium.46.1.2.9
    
    Quarterly submission to the Board of
Directors of an appropriate reporting package including consolidated balance sheets and profit
and loss accounts.6.1.2.10
    
    Submission to the Board of Directors of a yearly Converium business plan and a yearly
Converium budget for the upcoming year by the end of the fourth quarter of each
business year.6.1.2.11
    
    Preparation and continuous control of the budgets as compared to the actual figures.6.1.2.12
    
    Submission to5 the Board of Directors of proposals regarding the
objectives and the principles of Converiums human resources policy, which include, but
are not limited to, strategies on salaries and incentives, employee participation,
training and internal communication and personnel planning.4
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6.1.2.13
    
    Submission to5the Board of Directors of proposals regarding the
long-term policy and strategy with regard to management, development and organizational structure
of the Company and of Converium.46.1.2.14
    
    Informing the Global Executive
Committee5 and the Board of Directors without delay of any irregularities or
inadequacies concerning the management of Converium or individual members thereof.6.1.2.15
    
    Submission of proposals to5the Board of Directors or the Global Executive
Committee concerning items, which are within their duties and responsibilities or subject
to their approval or decision as provided for in these Organizational By-laws.46.1.2.16
    
    Sign the documents to be filed with the SEC (i.e.20F) together with the
CFO.6
 6.2      Approvals and Decisions
  6.2.1
    
    Other than in connection with reinsurance arrangements of any type, taking up loans
and entering into similar transactions up to an amount of USD2.5 millions per transaction or series
of transactions.6.2.2
    
    Other than in connection with reinsurance arrangements of any type, granting loans,
guarantees and entering into similar transactions up to an amount of USD2.5 millions per
transaction or series of transactions.6.2.3
    
    Expenses and capital expenditures beyond the approved budget exceeding the amount of USD1
million but not more than USD2.5 millions per transaction or series of transactions.6.2.4
    
    Long-term lease, leasing, consultant, co-operation and agency agreements exceeding
the amount of USD1 million but not more than USD10 millions per transaction.6.2.5
    
    Entering into law-suits and settlements if the case involved is within the ordinary course of
business and if the amount involved is more than USD1 million but not more than
USD2.5millions per case (in each case other than with respect to cases which are likely to have a
major impact on the reputation of Converium which are within the competence of the Board of
Directors).6.2.6
    
    Appointment of any employee with a base salary in excess of USD350,000 per year.6.2.7
    
    Taking of all necessary action in view of the ad hoc publicity requirements vis-à-vis the SWX Swiss
Exchange or any other relevant stock exchange.6.2.8
    
    Appointment and dismissal of the members of the board of directors (or any equivalent
administrative and/or supervisory bodies) of the Converium Companies provided such
appointment or dismissal is required by any supervisory law or order2, or the members of the
board of directors of the strategic participations as well as the heads of the
Corporate Center (other than the members of the Global Executive Committee and the Head of Internal
Audit).
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6.2.9
    
    Decision on the exercise of voting rights in shareholders meetings of the Converium
Companies and joint ventures of Converium other than key subsidiaries and joint ventures.6.2.10
    
    Appointments and dismissals or promotions of any of the GEC members direct
reporting management staff.
 6.3      Reporting, Delegation
 6.3.1
    
    The CEO reports on a regular basis to5the Board of Directors, in accordance with the
instructions issued by the Board of Directors.46.3.2
    
    Unless provided for differently in these Organizational By-laws, the CEO shall submit
reports, proposals, information and other communication addressed to the Board of
Directors to the Chairman and the Vice-Chairman.56.3.3
    
    The CEO may delegate some of its powers and duties set forth herein, or assign the
preparation and the implementation of any of its obligations, to the management of
Converium, or to any member thereof, or to any other subordinates. In such event, the
CEO shall provide for adequate instructions, supervision, reporting and controlling of
those persons.
  7.1   Organization
 7.1.1
    
    The business activities of Converium shall be organized in three global Business Segments
consisting of
 a)
    
    Standard Property & Casualty Reinsuranceb)
    
    Specialty Linesc)
    
    Life & Health ReinsuranceAdditionally, the organization shall comprise the Corporate Center (cf. para.
8), which shall provide services to Converium and the Company.
 7.1.2
    
    The Business Segments shall be supported in their activities by the Business
Support Layerwhich shall comprise the areas assigned to the CEO, CFO, CRO, COO and the
General Legal Counsel.
 7.2     Duties and Responsibilities
 7.2.1
    
    The management responsibility for the respective functions of the Business Support
Layer shall be with the respective GEC member, i.e. the CEO, the CFO, the CRO, the
COO and the General Legal Counsel to whom such function is allocated.6, 8
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7.2.2
    
    The Heads of the Business Segments are responsible for the management of the assigned
Business Segment and/or assigned legal entity, in accordance with these Organizational By-laws, in
particular they shall be confined by the powers and duties of the Board of Directors, the
Committees of the Board of Directors, the Chairman and the Vice-Chairman5, the
Global Executive Committee, the CEO and the Business Support Layer.4, 67.2.3
    
    The Heads of the Business Segments establish a process in order to ensure that in
all legal entities and markets consistent underwriting principles for all lines of business are
applied and business is transacted in a manner commensurate with Converiums overall
interests.5, 67.2.4
    
    Subject to the instructions issued from time to time by the CEO, the Heads of
the Business Segments, as well as the CFO, the CRO, the COO and the General Legal
Counsel,
as the case may be, have the following main duties, responsibilities and competencies with
respect to their assigned Business Segment and/or the assigned areas of responsibility
and/or assigned legal entity:4, 6, 87.2.4.1
    
    Provide strategic guidance and management to and execute Converiums strategy in
the assigned Business Segment.47.2.4.2
    
    Responsibility for the assigned Business
Segments financial results, the segment income, including reserves set in accordance with
Converiums reserve policy and operational cash flows.7.2.4.3
    
    Building a diversified and balanced portfolio of risks in the assigned geographical
area of responsibility.7.2.4.4
    
    Ensure availability and prudent management of all necessary financial, technical, human and
other resources for the assigned area of responsibility.7.2.4.5
    
    Ensure availability and application of all necessary underwriting guidelines,
standards and principles as well as any other relevant regulations and guidelines.7.2.4.6
    
    Ensure application of all relevant pricing and reserving guidelines, standards and
principles.7.2.4.7
    
    Preparation of the strategic planning and submission of the strategic planning to
the Global Executive Committee for review.7.2.4.8
    
    Appointments and dismissals or promotions of any staff for the assigned Business Segment,
unless reserved to any other corporate body of Converium.7.2.4.9
    
    Represent any assigned Converium Company in respect of all local statutory matters
such as regulatory, tax, corporate legal and administrative matters and managing all
administrative matters of any assigned Converium Company, provided such function is not reserved to
any other corporate body by law or otherwise.7.2.4.10
    
    Expenses and capital expenditures beyond the approved budget of the respective Business
Segment up to an amount of USD1 million per transaction or series of transactions.7.2.4.11
    
    Long-term lease, leasing, consultant, co-operation and agency agreements up to
an amount of USD1 million per transaction or series of transactions.
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7.2.4.12
    
    Upon prior approval by the General Legal Counsel, entering into law-suits and
settlements if the case involved is within the ordinary course of business and if the
amount involved is not more than USD1 million per case (in each case other than with respect to
cases which are likely to have a major impact on the reputation of Converium which are within the
competence of the Board of Directors).
 7.3      Reporting
 5 5, 6, 8
 7.4      Management Principles (Structures)
 6, 8
  8.1      Organization
 8.1.1
    
    Converiums Corporate Center shall comprise the following Functional Levels, which
shall be responsible for the respective functions globally and which shall procure services to the
Company and/or the Business Segments and/or any Converium Companies:8.1.1.1
    
    Offices of the members of the Global Executive Committee8.1.1.2
    
    Global Human Resources8.1.1.3
    
    Corporate Communication and Investor Relations8.1.1.4
    
    Corporate Development8.1.1.5
    
    Global Risk Management8.1.1.6
    
    Global Consolidation8.1.1.7
    
    Global Investment and Treasury8.1.1.8
    
    Global Tax8.1.1.9
    
    General Legal Counsel, incl. Share Register and Compliance8.1.1.10
    
    Internal Audit (which, however, has a direct reporting line to the Audit Committee)8.1.1.11
    
    Global Claims Services8.1.1.12
    
    Technical Accounting
 By-laws Converium Holding Ltd  revised March 1, 2007
    
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8.1.1.13
    
    Any other global function designated by the Global Executive Committee from time to
time.8.1.2
    
    The Corporate Center shall be under the responsibility of the CEO.8.1.3
    
    The heads of the Functional Levels, other than the members of the Global Executive
Committee and the Head of Internal Audit shall be appointed by the CEO5, upon proposal
by the responsible member of the Global Executive Committee to whom such Functional Level is
allocated. The Head of Internal Audit shall be appointed by the Nomination Committee
and any member of the Global Executive Committee by the Board of Directors.4
 8.2       Duties and Responsibilities
 5 4
 8.3       Reporting
 5 5
  9.1       Organization
  9.2       Duties and Responsibilities
  9.3       Reporting
  By-laws Converium Holding Ltd  revised March 1, 2007
    
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5 6 7 8 9
    /s/ Markus Dennler
    
    /s/ Christian FeldererMarkus Dennler
    
    Christian Felderer[Chairman]
    
    [Secretary]
 
 1
    
    Amendments as per BOD meeting dd. Oct. 25, 20022
    
    Amendments as per BOD meeting dd. Feb. 5, 20033
    
    Amendment as per BOD meeting dd. February 13, 2004 (previously
responsibility of Finance Committee)4
    
    Amendments as per BOD meeting dd. September 7, 20045
    
    Amendments as per BOD meeting dd. April 11, 20056
    
    Amendments as per BOD meeting dd. September 1, 20057
    
    Amendments as per BOD meeting dd. April 11, 2006 (Structure and responsibilities of the
Committees completely revised)8
    
    Amendments as per BOD meeting dd. June 14, 20069
    
    Amendments as per BOD meeting dd. March 1, 2007 By-laws Converium Holding Ltd  revised March 1, 2007
    
    Page 30 of 30