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Execution Version
 Guarantee Request and Reimbursement Agreement
  Converium AG, Zurich, Switzerland
  Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Munich, Germany
 Whereas:
 A.
    
    The Bank is prepared to provide financing to the Borrower by issuing guarantees,
standby letters of credit and sureties on first demand in accordance with the terms of
this Agreement.B.
    
    The total aggregate amount of all guarantees to be issued by the Bank under this
Agreement shall not exceed USD 250,000,000 (in words: US dollars two-hundred and
fifty million) or its equivalent at any time.
 Now therefore,
 1.
    
    Definitions
 In this Agreement the following terms shall have the following meaning:Agreement means this Guarantee Request and Reimbursement Agreement.Availability Expiry Date has the meaning given to such term in clause 2.3.Business Day means a day on which banks are open for business in Munich,
London and New York.Cash Cover Threshold has the meaning given to such term in clause 10. (f).Cash Equivalent Collateral means instruments, denominated in USD, EURO, CHF,
GBP or YEN, that are short-term obligations of, or unconditionally guaranteed by, a
government (or agency of such government having an equivalent rating) of an OECD
country and are readily tradeable and rated AAA by Moodys or S&P and qualifying




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as zero risk weighted assets under applicable liquidity
principles, provided that the
same provides for payment of both principal and interest (and not principal alone or
interest alone), is not subject to any contingency regarding the payment of principal or
interest and is not convertible or exchangeable to any other security.Change of Control Event means the Borrower becomes the subsidiary of another
company (other than Converium Holding AG or its current subsidiaries) or one or
more person(s) acting either individually or in concert obtain(s) control of Converium
Holding AG (meaning that such person(s) are able to direct the affairs and/or control
the composition of Converium Holding AGs board of directors or equivalent body);
provided that no such event shall constitute an Event of Default hereunder if the Bank
has notified the Borrower that such event shall not constitute an Event of Default
hereunder; and provided further that no such event shall constitute an Event of
Default hereunder until the date which falls one month after the occurrence of such
event.Consolidated Tangible Net Worth means at any time Converium Holding AGs
Total equity as determined from the line item so described under the heading
Liabilities and equity in the consolidated financial statements of Converium Holding
AG most recently delivered under clause 10 (c) and (d) of this Agreement, minus
goodwill.Consolidated Total Borrowings means, at any time Converium Holding AGs Total
debt as determined from the line item so described under the heading Liabilities and
equity in the consolidated financial statements of Converium Holding AG most
recently delivered under clause 10 (c) and (d) of this Agreement.Default Interest Rate has the meaning given to such term in clause 6.3.Event of Default means any of the events set out in clause 11.Evergreen Guarantee means a guarantee which includes a provision which
automatically extends the expiry date thereof for a specified period unless, within
some period of time in advance of the then applicable expiry date thereof, the Bank
gives notice to the beneficiary to the effect that such guarantee will not be so
extended.Federal Funds Rate means, in relation to any day, the rate per annum equal to:
 (a)
    
    the weighted average of the rates on overnight Federal funds transactions with
members of the US Federal Reserve System arranged by Federal funds
brokers, as published for that day (or, if that day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New
York; or(b)
    
    if a rate is not so published for any day which is a Business Day, the average
of the quotations for that day on such transactions received by the Bank from
three (3) Federal funds brokers of recognised standing selected by the Bank.
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Guarantee Request shall mean a request of the Borrower to the Bank substantially in
form of Annex 1 hereto to issue a guarantee.NAIC means the National Association of Insurance Commissioners (or any
successor person which assumes all or any part of its function).Non-Extension Date means, with respect to any Evergreen Guarantee, the date set
in the guarantee by which the Bank must give notice to the beneficiary thereof of the
non-renewal of such Evergreen Guarantee in order to avoid the automatic extension of
the expiry date thereof.Rating means the Standard & Poors (S&P) financial strength rating of the Borrower.
 2.
    
    Guarantee Facility, Purpose
 2.1
    
    Subject to the terms and conditions of this Agreement and to the extent permitted by
applicable laws, regulations and internal compliance policies, the Bank is prepared to
issue on behalf of the Borrower guarantees or standby letters of credit and sureties on
first demand (hereinafter all designated as guarantees, unless individually
specified) in favour of third parties (Beneficiaries) denominated in USD, EURO,
CHF, GBP or YEN (or any other freely convertible currency if agreed between the
parties) up to a total aggregate principal amount of USD 250,000,000 (in words: US
dollars two-hundred and fifty million) or, with regard to guarantees issued in other
currencies than USD, its equivalent, at any time. If, at any time, the aggregate
outstanding amount of guarantees issued under this Agreement exceeds such amount,
then the Borrower shall upon demand of the Bank immediately provide full cash
cover for the excess amount or shall achieve reduction of the Banks obligations
accordingly.Each guarantee will be issued by the Bank pursuant to a Guarantee Request of the
Borrower which shall be substantially in the form of Annex 1 hereto.2.2
    
    This Guarantee Facility shall be used for the Borrowers general corporate purposes
and the purpose of issuing letters of credit in order to collateralise third party claims
related to the global reinsurance underwriting business of the Borrower and its
subsidiary Converium Rückversicherung (Deutschland) AG.The Bank shall not be obliged to concern itself with the purpose for which a guarantee
will be issued.2.3
    
    This Guarantee Facility is made available by the Bank until the date falling 364 days
after the day of signing hereof (the Availability Expiry Date). No guarantee will be
issued by the Bank after such date but the Agreement shall otherwise remain in full
force and effect until expiration of all outstanding guarantees. Each guarantee issued
hereunder shall be limited by an expiry date falling no later than 364 days after the
date of the issuance of the guarantee.
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3.
    
    Issuance of Guarantees
 3.1
    
    A guarantee, subject to Sections 4 and 5 below and the other provisions and
requirements of this Agreement, will only be issued by the Bank in response to a
written request by the Borrower in the form of the Guarantee Request, which must be
duly signed by the Borrower. The proposed date of issuance of the guarantee must be
a Business Day within the term of this agreement and the Guarantee Request must be
delivered at least two Business Days prior to the proposed date of issuance. The
Borrower may also request the issuance of retroactive guarantees in accordance with
law and industry practice. The Bank will issue the requested guarantee in the preagreed
form annexed as Annex 2 hereto. Guarantee texts that are not in in accordance
with this pre-agreed form are subject to approval of the Bank, as are beneficiaries
which do not have their seat in either (i) an OECD member country or (ii) a country
listed in Annex 3 hereto. The individual beneficiary and the chosen governing law
(except for the choice of the laws of the countries listed in
Annex 4 hereto which are
pre-approved subject only to changes in circumstances in the future of which we will
inform you without undue delay) are subject to these not violating laws, regulations or
internal compliance policies.3.2
    
    In compliance with the instructions of the Borrower in the Guarantee Request, the
Bank issues guarantees itself (direct guarantee) or instructs another bank (Second
Bank) (which shall be a NAIC approved bank if so requested by the Borrower) under
its counterliability (counter-guarantee) to issue or confirm the guarantee (indirect
guarantee). If the Bank does not receive instructions from the Borrower, it may issue
an indirect guarantee, provided this is deemed necessary under the circumstances in
the interest of the Borrower.3.3
    
    A Guarantee Request may also be made by the Borrower by facsimile transmission, in
which event the Bank shall have no liability for, and the Borrower accepts the full risk
of, any error in transmission, lack of due authorisation by the Borrower, non receipt or
otherwise. Such Guarantee Request shall be confirmed as soon as reasonably
practicable by letter but so that the Bank shall be entitled to rely on such facsimile
transmission and to act in accordance with the same notwithstanding the non receipt
of any such confirmation or any discrepancy between the facsimile transmission and
the confirming letter.3.4
    
    A guarantee shall have a face amount of at least the then current equivalent of USD
100,000 and in any case less than the then current equivalent of EURO 150,000,000.
A maximum of 100 guarantees may be outstanding at any time.3.5
    
    Evergreen-Guarantees:If as of the date twenty (20) days prior to the Non-Extension Date of any Evergreen
Guarantee the Bank has not have received a written direction from the Borrower to
not cause or permit such extension, the Bank shall nonetheless be permitted (but shall
not be obligated) to allow such guarantee to automatically extend for up to 364 days
and the Borrower hereby authorizes such extension. Notwithstanding the foregoing, if
as a consequence of the automatic extension of any Evergreen Guarantee the expiry
date thereof would be a date later than the date falling 364 days after the Availability
Expiry Date, then on or prior to the Non-Extension Date with respect to such
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Evergreen Guarantee the Bank shall give such notice as is necessary to prevent such
automatic extension. In addition, upon the direction of the Borrower for any
Evergreen Guarantee, the Bank shall give such notice as is necessary to prevent an
automatic extension of the expiry date of such Evergreen Guarantee;
provided,
however, that in no event shall the Bank have liability to the Borrower for its failure
to give such notice if written direction to give such notice is received by the Bank less
than twenty (20) days prior to the Non-Extension Date for such Evergreen Guarantee.
 4.
    
    Conditions Precedent
 4.1
    
    A guarantee will be issued by the Bank subject to the condition precedent that the
Bank has received all of the following in form and substance satisfactory to it:
 (a)
    
    certified copy of the Articles of Incorporation of the Borrower;(b)
    
    up-to-date certified extract of the Commercial Register of the Borrower of
latest date evidencing that the signatories for the Borrower under this
agreement are authorised to enter into this Agreement in the name of the
Borrower;(c)
    
    original or certified copy of the resolution of the Verwaltungsrat of the
Borrower authorising the execution and performance of this Agreement;(d)
    
    inhouse legal opinion of the Borrower in form and substance satisfactory to
the Bank confirming that this Agreement has been validly entered into by the
Borrower which has full power, capacity and authority to do so;(e)
    
    copies of the audited financial statements of the Borrower and the audited
consolidated financial statements of Converium Holding AG, for their fiscal
year 2005 and and the preliminary financial statements of each of the
Borrower and Converium Holding AG for their fiscal year 2006 (to the extent
available); and(f)
    
    specimen signatures of such agents of the Borrower as shall be authorised to
sign this Agreement, a Guarantee Request and any notices required to be given
by the Borrower pursuant to the provisions of this Guarantee Agreement.
 4.2
    
    Any obligation of the Bank to issue guarantees hereunder is subject to the further
conditions precedent that as of the request date and the requested issuance date of the
guarantee:
 (a)
    
    the representations and warranties set out in Section 9 are correct in all
material respects;(b)
    
    no Event of Default (or any event which with the giving of notice or lapse of
time might constitute an Event of Default) is continuing or would result from
the proposed issuance; and
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(c)
    
    if the Rating of the Borrower is less than the applicable Cash Cover Threshold
or the Borrower ceases to have a Rating: the Borrower has (in addition to
fulfilling its obligations to collateralise already outstanding guarantees
pursuant to clause 10 (f) below) provided cash collateral or Cash Equivalent
Collateral in accordance with the requirements of clause 10 (f) below in
respect of all guarantees which it requests to be issued.
 5.
    
    Conditions Governing Guarantees and Reimbursement Claims
 5.1
    
    A Guarantee Request of the Borrower and the Borrowers obligation to reimburse and
indemnify the Bank shall be subject to the following:
 (a)
    
    Guarantee account entries and remuneration/guarantee commission
 Upon delivery, respectively, dispatch of the guarantee or the request to issue or
confirm the guarantee the Bank is entitled to debit the Borrowers guarantee account
with the amount of the guarantee, with any fees owed in accordance with this
Agreement or otherwise agreed between the parties and, for the duration of the Banks
undertaking, the periodic guarantee commission owed in accordance with this
Agreement.
 (b)
    
    Examination of documents
 The Bank will examine with reasonable care, whether any demands for payment,
statements and other documents to be presented under a guarantee appear on their face
to be conform with the terms of the guarantee and consistent with each other. If
documents are sent by means of authenticated teletransmission (e.g. tested telex or
SWIFT), the Bank may treat them as originals.
 (c)
    
    Reimbursement
 The Borrower will reimburse the Bank for all required disbursements and
expenditures (which in particular includes the immediate reimbursement of payments
made by the Bank under the terms of any guarantee and which for indirect guarantees
also include all commission, all reasonable expenses and costs charged to the Bank by
the Second Bank issuing the guarantee) resulting from the execution and performance
of a Guarantee Request, including those resulting from judicial and extrajudicial
proceedings and the enforcement or preservation of the Banks rights in Germany or
abroad and further including all reasonable expenses and costs (legal and otherwise)
incurred by the Bank in connection with the enforcement, preservation or assessment
of its rights under guarantees which are subject to a law other than German law and/or
a place of jurisdiction outside of Germany. This obligation to reimburse also covers
disbursements and expenditures incurred after the debit entry of the guarantee amount
in the Borrowers guarantee account has been reversed, in particular to the extent that
the obligation to pay under the guarantee is still in effect, or a judical decision for
payment exists, which is enforceable in the country where it was passed.
 (d)
    
    Notification of Borrower
 The Bank will, without undue delay (unverzüglich), notify the Borrower upon
receiving a demand for payment under any guarantee complying with the terms of
such guarantee.The Bank will provide the Borrower at its request with the originals of the documents
received by the Bank and complying with the terms of the guarantee, which are
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relevant for the Borrower, provided the Bank no longer needs them to safeguard its
rights or to perform its obligations.
 (e)
    
    Payment under any Guarantee
 The Bank will effect payment in accordance with the terms of the guarantee when it
has received from the beneficiary/the Second Bank a demand for payment complying
with the terms of the guarantee/counter-guarantee prior to the expiry of the
guarantee/counter-guarantee. With respect to such demand for payment under
guarantees, standby letters of credit and sureties on first demand the Bank can only
take into consideration the defence of legal abuse (Rechtsmißbrauch), if the
Borrower has put forward such defence to the Bank without delay in writing
documented by conclusive evidence (liquide Beweismittel), or if it is obviously
manifest that the preconditions of such defence have occurred, and in each case only
to the extent permissible under the terms of the guarantee and the law applicable
thereto.In the case of other sureties, the Bank will consider all permissible objections of
defences, which have been made credible to the Bank in writing within a reasonable
period so that they may be forwarded to the Beneficiary.The Borrower may send written statements to the Bank by fax, provided the original
letter is sent immediately thereafter.
 (f)
    
    Cancellation (Ausbuchung) of entries in the guarantee account
 Upon expiry of direct guarantees, which are not explicitly subject to foreign (i.e. non-
German) law, the Bank will reverse the debit entries for these guarantees in the
Borrowers guarantee account and cease to charge guarantee commission, provided
these guarantees expire, according to their terms, beyond doubt on a certain calendar
date, or upon presentation of documents specified in the guarantee for the purpose of
determining the expiry, and provided further that no demand for payment has been
received by the Bank before the expiry of such guarantee.With respect to all other direct guarantees, respectively, indirect guarantees the Bank
will reverse the debit entries in the Borrowers guarantee account and cease to charge
guarantee commission, when the Beneficiary has either returned the original
guarantee document to the Bank for cancellation, or released the Bank without reserve
from its liability, respectively, when the Second Bank has released the Bank without
reserve from its liability.In case of a surety provided for a security in legal proceedings, unless the Beneficiary
has returned the original guarantee document to the Bank for cancellation, evidence
must be submitted to the Bank either regarding the Beneficiarys consent to the Banks
discharge from its liability, or of a final court order according to Section 109
subsection 2 of the German Code of Civil Procedure.It is incumbent on the Borrower to provide for the relevant requirements for the
reversal of the debit entry of the guarantee amount in the Borrowers guarantee
account.
 (g)
    
    Reduction
 In case of reductions of a direct guarantee, the Bank will reverse the corresponding
partial amount of the debit entry in the Borrowers guarantee account and will take
this into account when calculating the guarantee commission, provided either that the
terms of the reduction clause in the guarantee have been complied with beyond doubt,
or that the Bank has been partially released without reserve from its liability by the
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(h)
    
    Uniform rules for demand guarantees
   (h)
    
    Standby letters of credit
  5.2
    
    The Borrower also acknowledges the following important risk information:
  Rechtsmißbrauch liquide Beweismittel
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6.
    
    Reimbursement, Interest6.1
    
    All amounts (other than the fees and guarantee commission as to which Section 12
shall apply) payable by the Borrower as a result of the execution and performance of a
Guarantee Request (including as a result of any payments made by the Bank to a
beneficiary under a guarantee) shall become due three Business Days after the
Borrower has received from the Bank a payment notice with respect to such amounts.6.2
    
    All amounts paid by the Bank and remaining unpaid by the Borrower shall bear
interest, payable on demand, for each day until paid at a rate per annum equal to (i)
the sum of the Federal Funds Rate for such day plus 0.50% per annum if such day
falls on or before the date the reimbursement or other payment obligation of the
Borrower is due and (ii) the Default Interest Rate (as defined below) if such day falls
after such due date. Such interest shall accrue from and including the date of the
Banks payment to and including the date of payment.6.3
    
    In the event of a default by the Borrower in the payment of any amount due (except
interest), the Borrower shall pay interest thereon from the date of the default to the
date of actual payment (after as well as before judgement) accruing on a daily basis at
an interest rate (the Default Interest Rate) of 2 % p.a. above the Federal Funds Rate
(or in the case of default in payments due in any other currency than USD, the
relevant overnight interest rate quoted to the Bank in the London Interbank Market at
or about 11 a.m. London time) for amounts corresponding to the amount in default,
such rate to be determined day by day by the Bank conclusively and binding upon the
Borrower.6.4
    
    If the Borrower fails to pay any amount of interest, the
Borrower shall pay to the Bank liquidated damages for all amounts of interest overdue calculated at the same rate and
for the same period as stipulated in clauses 6.2 and 6.3 above. The Borrower shall be
free to prove that no damage has arisen, or the damage has not arisen in the asserted
amount. The right of the Bank to claim further damages shall remain unaffected.6.5
    
    Without prejudice to the foregoing the Borrower shall indemnify the Bank against any
expenses or losses which the Bank may sustain or incur as a consequence of the
default by the Borrower in payment of any principal amount or interest thereon or any
other amount payable hereunder (including all costs incurred by the Bank in respect to
the preservation or enforcement of its rights hereunder) except to the extent caused by
the gross negligence or willful misconduct of the Bank.7.
    
    Payments, Currency7.1
    
    All payments to be made by the Borrower hereunder on account of principal, interest
or otherwise shall be made to the credit of an account opened in the name of the
Borrower with the Bank, without set off or any counterclaim and free and clear of and
exempt from, and without deduction from or on account of, any present or future
taxes, levies, imposts, duties, deductions, withholdings, or other charges of whatever
nature, imposed, levied, selected, withheld or assessed by or within Germany,
Switzerland or any other jurisdiction. If the Borrower is compelled by any applicable
law or treaty to deduct any such taxes or make any such other deductions, the
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7.2
    
    Any payments falling due on a day which is not a Business Day shall be made on the
next Business Day and any interest shall accrue and be payable up to that day.7.3
    
    Payments insufficient to cover due payment obligations under this Agreement will be
applied in the following order:
 
    
    any amounts due which are not interest and principal;
    
    interest; and
    
    principal.
 7.4
    
    Where the Bank has been requested to issue a guarantee in a currency other than USD,
the Bank shall on the day on which the guarantee is issued determine the USD
equivalent thereof at the Banks spot rate of exchange and shall debit the Borrowers
guarantee account accordingly. Where a beneficiary has demanded payment under a
guarantee in a currency other than USD, the Bank shall, as of the date on which it
effects payment, determine the USD equivalent of its payment at its spot rate of
exchange and the reimbursement obligation of the Borrower shall be owed in USD
acccordingly. Any other currency conversions (e.g. in determining the available
facility amount from time time) shall also be calculated by the Bank at its spot rate of
exchange on the relevant date.8.
    
    Increased Costs
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9.
    
    Representations and Warranties
  (a)
    
    the Borrower is a stock corporationduly organised, validly existing and in
good standing order under the laws of Switzerland;(b)
    
    the Borrower has the authority to enter into and perform this Agreement to
make Guarantee Requests hereunder and to perform its obligations under this
Agreement and in this regards all necessary decisions and resolutions of the
Borrower and its shareholders have been taken;(c)
    
    this Agreement constitutes the legal and binding obligations of the Borrower
enforceable in accordance with its respective terms;(d)
    
    the choice of laws of the Federal Republic of Germany constitutes a valid
choice of laws under the laws of Switzerland and a judgement of a German
court would be enforceable in Switzerland;(e)
    
    the entry into and the execution and performance of this Agreement does not
conflict with the constitutional documents of the Borrower and does not
violate any law, directive, order, decree, arbitral award, judgement or any
agreement to which the Borrower is a party;(f)
    
    the payment obligations of the Borrower under this Agreement rank and will
rank at least pari passu with all other unsecured obligations of the Borrower;(g)
    
    no event has occurred which constitutes or will constitute a default under or in
respect of this or any other agreement, undertaking, or instrument to which the
Borrower is a party;(h)
    
    there has been no material adverse change in the Borrowers financial position
since the date of the latest audited or unaudited financial statements;(i)
    
    all necessary approvals, consents or authorisations, filings or registrations
required or advisable in connection with the entry into, performance, validity
and enforceability of this Agreement and the transactions contemplated hereby
have been obtained and are in full force and effect;(j)
    
    the financial information delivered by the Borrower is complete and correct
and convey a complete and correct picture of the financial position of the
Borrower as at that date. The financial statements were prepared in accordance
with all applicable accounting and auditing principles, and these principles
were applied in the same form and manner as in previous years, unless
otherwise stated in the financial statements; and
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(k)
    
    that, for purposes of Section 8 of the German money laundering act
(Geldwäschegesetz), it transacts the business contemplated in this Agreement
for its own account.
 10.
    
    Undertakings
  Information:
 (a)
    
    to promptly inform the Bank of the occurrence of any event which is or may
become an Event of Default (whether with the giving of notice passing of time
or the making of any determination) and of all material events, which might
negatively affect the ability of the Borrower to fulfil its obligations under or in
connection with this Agreement;(b)
    
    to promptly inform the Bank (i) of any change in its Rating and (ii) of any
change in its fiscal year;(c)
    
    to furnish to the Bank as soon as available, but not later than 6 months after
the close of each financial year of the Borrower and Converium Holding AG
respectively, the audited financial statements of the Borrower and Converium
Holding AG respectively, prepared in accordance with generally accepted
accounting principles consistently applied;(d)
    
    to furnish to the Bank as soon as available, but not later than 60 days after the
end of a financial quarter, the quarterly financial statements of Converium
Holding AG;(e)
    
    upon request, to provide to the Bank such additional financial or other
information or documentation as the Bank may from time to time reasonably
request (including but not limited to information required by regulatory
provisions such as sections 13 and 18 of the German Banking Act and
documents or evidence required by applicable know your customer checks);
 Other:
 (f)
    
    cash collateralisation: if at any time and as long as the Rating of the Borrower
is less than BBB+ (the Cash Cover Threshold, until the Rating increases to
A- from which point onwards the Rating of A- shall be the Cash Cover
Threshold) or the Borrower ceases to have a Rating, the Borrower shall
within five Business Days of the relevant change in the Rating provide cash
collateral (on a blocked, pledged account held with the Bank) in the currencies
in which each relevant outstanding guarantee is denominated in an amount
equal to 110% of the amounts for which the Bank is under a payment
obligation under each outstanding guarantee.
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Instead of cash collateral, the borrower may provide Cash Equivalent
Collateral in the currencies in which each relevant outstanding guarantee is
denominated, the aggregate fair market value of which must equal 110% of the
amounts for which the Bank is under a payment obligation under each
outstanding guarantee.So long as the Borrower remains under the obligation to provide or uphold
such collateralisation (by way of cash collateral or Cash Equivalent Collateral)
it shall ensure that such collateralisation at all times equals the levels set out
above. Any such cash or Cash Equivalent Collateral shall be released as soon
as reasonably practicable once the Borrowers Rating is equal to or above the
applicable Cash Cover Threshold. For the avoidance of doubt, the benefits (i.e.
interest) arising from the cash or Cash Equivalent Collateral shall itself also
serve as collateral but shall otherwise ultimately accrue for the account of the
Borrower.
 11.
    
    Events of Default
  (a)
    
    failure by the Borrower to pay when due any amount payable as a result from
the execution and performance of a Guarantee Request or any other amount
payable under or in connection with this Agreement, when the same becomes
due (unless caused by administrative or technical error and paid within 5
Business Days of its due date); or(b)
    
    failure by the Borrower to fulfill any obligation under this Agreement to
provide cash collateral or Cash Equivalent Collateral, as and when the same
becomes due; or(c)
    
    any representation or warranty made by the Borrower in or in connection with
this Agreement or any certificate or statement delivered proves to be incorrect
or untrue in any material respect at the time such representation or warranty
was made, or (as the case may be) any certificate or statement was dated; or(d)
    
    failure by the Borrower to fulfil (i) any undertaking or other obligation or
provision under this Agreement (except for the non-payment Event of Default
described above in item (a) and the collateralisation Event of Default described
above in item (b)) and this failure, if capable of remedy, is not remedied within
ten days of the earlier of the Bank giving notice to the Borrower or the
Borrower becoming otherwise aware of its failure to comply or (ii) any
payment obligation not related to this Agreement when such payment
obligation becomes due provided it exceeds the amount or equivalent of USD
100,000,000; or(e)
    
    filing of any involuntary petition against the Borrower in bankruptcy or any
involuntary petition seeking reorganisation, an arrangement, readjustment of
the Borrowers debts or of any other relief under any insolvency act or law,
now or hereafter existing, or the involuntary appointment of an insolvency
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administrator, a receiver or trustee of the Borrower for all or a substantial part
of its property or the issuance of a warrant or attachment against any
substantial part of the property of the Borrower; or overindebtedness (asset
value less than liabilities), inability to pay its debts when due or any other
applicable insolvency event occurs or any insolvency filing is made with
respect to such events; or(f)
    
    deterioration of the financial status of the Borrower or the occurrence of an
extraordinary situation or a material adverse change in the business, assets or
financial or other condition of the Borrower, which give reasonable grounds to
conclude that such situation, change or circumstances will imperil, delay or
preclude the purpose and performance of this Agreement; or(g)
    
    the Consolidated Total Borrowings of Converium Holding AG at any time
exceed 35 per cent. of Converium Holding AGs Consolidated Tangible Net
Worth; or Converium Holding AGs Consolidated Tangible Net Worth no
longer exceeds USD 1,237,500,000 at any time; or(h)
    
    the rights or remedies of the Bank under this Agreement or the effectiveness or
ranking of any security granted or purporting to be granted in connection with
this Agreement are no longer in full force and effect; or(i)
    
    it is or becomes unlawful for the Borrower to perform any of its obligations
under this Agreement; any obligation of the Borrower under this Agreement
(or any security granted in respect thereof) is not or cease to be legal, valid,
binding or enforceable and the cessation individually or cumulatively
materially and adversely affects the interests of the Bank under this
Agreement; or the Borrower rescinds or purports to rescind or repudiates or
purports to repudiate this Agreement (or any security granted in respect
thereof); or(j)
    
    a Change of Control Event occurs;
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12.
    
    Fees, Costs and Expenses12.1
    
    The Borrower shall pay to the Bank an up-front fee of 0.20% calculated on the
aggregate principal amount of the Facility which shall be payable within seven days
of the date of signing of this Agreement.12.2
    
    As long as the payment undertaking of the Bank under a guarantee remains in force
(and including guarantees which have been collateralised and including with respect
to periods subject to retroactive effectiveness of any guarantee), the Borrower shall
pay to the Bank upon first demand a guarantee commission at the rate of 0.70% p.a.
on the amount outstanding under such guarantee, which, in case of and for the
duration of an upgrading of the Rating of the Borrower to at least A-, will be reduced
to 0.50% p.a., beginning with the next full month falling after such upgrading of the
Rating. The guarantee commission shall be payable by the Borrower on a monthly
basis for the number of days elapsed on the last Business Day of each month.12.3
    
    The Borrower shall reimburse the Bank for all costs and expenses incurred by the
Bank in connection with the performance and enforcement of this Agreement and the
preservation of its rights hereunder, including (but not limited to) value added taxes
and the reasonable fees and expenses of legal advisors of the Bank, except to the
extent caused by the gross negligence or willful misconduct of the Bank.12.4
    
    If the Bank receives an amount in respect of the Borrowers liability under this
Agreement or if that liability is converted into a claim, proof, judgement or order in a
currency other than the currency (the Contractual Currencies) in which the amount
is expressed or permitted to be payable under this Agreement:
 (a)
    
    the Borrower shall indemnify the Bank as an independent obligation against
any loss or liability arising out of or as a result of the conversion;(b)
    
    if the amount received by the Bank, when converted into the Contractual
Currency at the exchange rate determined by the Bank, is less than the amount
owed in the Contractual Currency, the borrower shall forthwith on demand pay
to the Bank an amount in the contractual currency equal to the deficit; and(c)
    
    the Borrower shall pay to the Bank on demand any taxes and
reasonable exchange costs payable in connection with any such conversion.
 12.5
    
    The Borrower waives any right it may have in any jurisdiction to pay any amount
under this Agreement in a currency other than that in which it is expressed to be
payable.
 13.
    
    Assignment
  15




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14.
    
    No Waiver
  15.
    
    Communications
  16.
    
    General Legal Provisions16.1
    
    This Agreement and each Guarantee Request made hereunder shall be governed by
and construed in accordance with the laws of Germany. Place of jurisdiction shall be
Munich. The Bank shall be entitled, however, to assert any legal action against the
Borrower also before any other court of competent jurisdiction.16.2
    
    Should any of the provisions of this Agreement be or become invalid in whole or in
part, the other provisions shall remain in force. The invalid provision shall, according
to the intent and purpose of this Agreement, be deemed to be re-placed by such valid
provision, which in its economic effect comes as close as legally possible to that of
the invalid provision. The same shall apply in cases of a gap (Regelungslücke).16.3
    
    Changes to this Agreement (including with regard to this clause) must be made in
writing by all parties thereto.16.4
    
    The Annexes form an integral part of this Agreement.
  16




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Zurich, ___ August 2006Signature:Name, title:Signature:Name, title:for
Converium AG
General Guisan-Quai 26
8022 Zurich
SwitzerlandAtt.: Richard RablCorporate TreasurerTel.: +41 44 639 96 61Fax: +41 44 639 76 61Munich, ___ August 2006Signature:Name, title:Signature:Name, title:for
Bayerische Hypo- und Vereinsbank AG
Am Tucherpark 16
80538 München
GermanyAtt.: Adrian Indlekofer (ManagingDirector, Institutional Clients Group)Tel.: +49-89-378 14374Fax: +49-89-378 33 14374
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Annex 1
 Guarantee Request
  Guarantee Request and Reimbursement Agreement
between
Bayerische Hypo-und Vereinsbank AG and Converium AG
dated
[  ] (the Agreement)
  Guarantee Request 
  Name and Address of Principal
    
    
    hereby requeststhe Borrower  (Converium AG) address
    
    
    Bayerische Hypo-und Vereinsbank AktiengesellschaftPrincipal Bank to issue a guarantee in the
_________ language and in accordance with the specifications set forth below
for and on behalf of the PrincipalThe guarantee is to be issued:o     for the own account of the Principal within the meaning of Section 8 German Money Laundering Acto     for the account of the following third party: ________________________________________________Beneficiary (Name and Address):Currency
    
    Guarantee Amount
    
    Interesto     incl. interest
    
    
    o     plus interest at a rate of ___% p.a.Guarantee Amount in Words:Validity Period:o     effective date ________ o     expiry date __________o     unlimited duration _______
    
    
    Note: The guarantee is of unlimited duration if the Principle fails to stipulate an expiry date or if the law governing this guarantee does not permit limitation of the validity period.
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Type of Guarantee and Details of Underlying Transaction:The Guarantee shall secure the [payment] obligations of [insert name] to
[insert name of beneficiary] pursuant to the
_________ Agreement dated [] in
the amount of
[]. The Guarantee shall be issued by the Bank in favour
of insert name of beneficiary[].Issuing Banko     Bank in favour of Beneficiary (direct guarantee)o     Second bank in the Beneficiarys country (indirect guarantee)o     The following second bank (indirect guarantee): _______________________Text of Guarantee:o     see attached
    
    
    o     
in the form of Annex
______ to the Facility
Agreement
    
    Note: Texts which
do not comply with
the form annexed to
the Facility
Agreement are
subject to the Banks approval.Transmission byo     letter by courier
    
    

o     SWIFT / TelexDelivery or mailing of Guarantee to:o     
Principalo     
Beneficiary or second bank
    
    
    o     Principals Representative/Agent abroad (Name and Address)Special Instructions
(e.g. advising of a direct guarantee, deadline, copies to _____ ):Important
Acknowledgement by the Principal:We acknowledge and request
that this request for the issuance of a guarantee shall be subject to
the terms and conditions of the Facility Agreement. Due to such
conditions and the application of foreign law in individual cases,
guarantees involve special risks (outlined in particular in Sections
5.1 and 5.2 of the Facility Agreement).
    
    
    Person to Contact
at Principal (name,
telephone number):Conditions Precedent:We confirm that:(a)  the representations and
warranties set out in Section 9 of the Agreement are correct in all
material respects;(b)  no event of default set out in Section 11 of the
Agreement (or any event which with the giving of notice or lapse of
time might constitute  an event of default) is continuing or would
result from the proposed issuance; and(c)  the S&P financial strength
rating of the Converium AG is not less than the applicable Cash Cover
Threshold (as defined in the  Agreement).Place
    
    
    
    
    
    Date
    
    
    Legally binding
signature(s) and
stamp of Principal
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Annex 2
Approved Form of Guarantee / Letter of Credit
 Bayerische
Hypo- und Vereinsbank AG [acting through its New York Branch]
Attention:
[  ]
  FOR INTERNAL IDENTIFICATION PURPOSES ONLYDate:         Our No.                 Issuing Bank No.Irrevocable Letter ofCredit
    
    AccountholderReinsurerIssuing BankBeneficiary    (Reinsured)                          AmountExpiryState of Domicile
 Irrevocable
    
    
    
    IssueLetter of Credit No.

    
    
    Date:To Beneficiary:
    
    (Name)(Address)
 
 
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Authorized Name (typed)Signature
 21




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##### 



Annex 3
List of Approved Countries of Beneficiaries
 
 22




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Annex 4
List of Currently Approved Governing Laws
 
 23