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Exhibit 2.6

SUBORDINATED GUARANTEE

December 23, 2002

For value received, Converium AG and Converium Holding AG, corporations
incorporated under Swiss law, having their registered offices at General
Guisan-Quai 26, 8002 Zurich, Switzerland, and Baarerstrasse 8, 6300 Zug,
Switzerland, respectively (herein called the Guarantors, which term includes
any successor Person under the Indenture referred to in the Note upon which
this Subordinated Guarantee is endorsed), jointly and severally, irrevocably
and unconditionally agree, subject to the limitations set forth in this
Subordinated Guarantee, to pay in full on a subordinated basis to the Holders
of Notes from time to time, whether such rights under this Subordinated
Guarantee are asserted by the Trustee or directly by any such Holder (without
duplication of amounts theretofore paid by the Issuer or a Guarantor (including
without duplication of amounts theretofore paid under the Subordinated
Guarantee)), if, as and when due, regardless of any defense, right of setoff or
counterclaim that the Guarantors may have or assert (other than the defense of
payment having been made):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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| | (i) any due and payable Interest Payments (including Arrears of
Interest) required to be paid on the Notes in accordance with their
terms;                                                                                                                                                                                                                                                                                                            
|
| | (ii) the Redemption Price required to be paid for each Note called
for redemption, plus an amount equal to accrued interest, if any, for
the then-current Interest Period accrued on a daily basis to the
Redemption Date, Arrears of Interest, if any, interest on Arrears of
Interest, if any, and all other amounts outstanding thereon; and                                                                                                       
|
| | (iii) upon maturity of the Notes or a dissolution, winding up or
liquidation or bankruptcy or similar proceeding of the Issuer, the
aggregate Principal Amount of the Notes, plus any accrued interest at
the stated rate for the then-current Interest Period, through the date
of payment, Arrears or Interest, if any, interest on Arrears of
Interest, if any, and all other amounts outstanding thereon
(collectively, the Guarantee Payments).

All Guarantee Payments shall include interest accrued on such Guarantee
Payments, at a rate per annum equal to the stated Interest Rate of the Notes,
since the date of the claim asserted under this Subordinated Guarantee relating
to such Guarantee Payments through the date of payment of or the date full
payment is offered on such claim.

The Guarantors obligations to make any of the Guarantee Payments may be
satisfied by direct payment of the required amounts by the Guarantors to the
Holders or by causing the Issuer to pay such amounts to the Holders. In
addition, the Guarantors obligations to make the payments described above will
exist





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regardless of any defense, right of set-off or counter claim that the
Issuer may have or assert (other than payment). Any Optional Interest Deferral
Payment shall not give rise to an obligation of any Guarantor to pay the amount
deferred before Arrears of Interest become due and payable.

The Subordinated Guarantees will rank equally and ratably without any
preference with each other. In the event of a liquidation, winding up or
dissolution or bankruptcy or similar proceeding of either of the Guarantors, or
any other similar proceedings affecting either of the Guarantors or their
assets, the claims of Holders to payments under the Subordinated Guarantee is
subordinated to, and subject in right of payment to, the prior payment in full
of all Senior Creditors of such Guarantor and will rank equally with the
holders of such Guarantors existing or future unsecured, subordinated
obligations that are expressed to rank equally with the Subordinated Guarantee
and any other parity securities of such Guarantor then outstanding and in
priority to such Guarantors creditors that are within the Group and to all
holders of such Guarantors share capital and to all holders of the Guarantors
existing or future securities or obligations that are expressed to rank junior
as to payments to the Subordinated Guarantee.

The following are Senior Creditors in respect of the Subordinated
Guarantee:



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| | (i) all claims of the Guarantors unsubordinated creditors that are
outside the Group admitted in the liquidation, winding-up or dissolution
or bankruptcy or similar proceeding;                                                                                                                                                                                                            
|
| | (ii) all claims of the Guarantors creditors that are outside the
Group in respect of liabilities that are, or are expressed to be,
subordinated, whether only in the event of a winding-up or otherwise, to
the claims of the Guarantors unsubordinated creditors but not further
or otherwise except for those whose claims rank equally with or junior
to the Subordinated Guarantee; and
|
| | (iii) all claims in respect of policies of insurance or reinsurance
issued by Converium AG.                                                                                                                                                                                                                                                                                                  

By accepting the Subordinated Guarantee each Holder and the Trustee will
be deemed to have waived any right of set-off, counterclaim or combination of
accounts with respect to the Subordinated Guarantee (or between the
obligations of the Guarantors under or in respect of the Subordinated Guarantee
and any liability owed by a Holder or the Trustee to the Guarantors) that such
Holder might otherwise have against the Guarantors.

The obligations, covenants, agreements and duties of the Guarantors under
this Subordinated Guarantee shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:



| |                                                                                                                                                                                                                                                                                                                                                                                                                          
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| | (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Notes to be performed or observed
by the Issuer;                                                                                                                                                                            
|
| | (b) the extension of time for the payment by the Issuer of all or any
portion of the Interest Payments, Redemption Price, principal or any other sums
payable under the terms of the Notes or the extension of time for the
performance of any other obligation under, arising out of, or in connection
with, the Notes; provided that nothing in this Subordinated Guarantee shall
affect or impair any valid extension;
|
| | (c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Notes, or any action on
the part of the Issuer granting indulgence or extension of any kind;                                                                                                                 
|
| | (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;                                                                                            
|
| | (e) any invalidity of, or defect or deficiency in, the Notes;                                                                                                                                                                                                                                                                                                                                                            
|
| | (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or                                                                                                                                                                                                                                                                                                                              
|
| | (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent
that the obligations of each of the Guarantors hereunder shall be absolute and
unconditional under any and all circumstances.                                                                                                                                        

There shall be no obligation of the Holders or the Trustee to give notice
to, or obtain consent of, the Guarantors with respect to the happening of any
of the foregoing.

The Guarantors waive any right or remedy to require that any action be
brought first against the Issuer or any other Person or entity before
proceeding directly against the Guarantors.

The Guarantors acknowledge that their joint and several obligations
hereunder are independent of the obligations of the Issuer with respect to the
Notes, and that the Guarantors shall each be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Subordinated
Guarantee notwithstanding the occurrence of any event referred to in paragraphs
(a) through (g) above.





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Upon making any payment pursuant this Subordinated Guarantee, the
Guarantors shall be subrogated to the rights of the payee against the Issuer
with respect to such payment; provided, however, that the Guarantors shall not
claim or enforce any payment by way of subrogation if and as long as any
amounts under or in connection with the Notes are outstanding.

All payments in respect of the Notes and the Subordinated Guarantee will
be made without deduction or withholding for, or on account of, any Relevant
Tax imposed, levied, collected, withheld or assessed by or on behalf of a
Relevant Taxing Jurisdiction, unless such deduction or withholding is required
by law.

If at any time a Relevant Taxing Jurisdiction requires a Guarantor to make
any deduction or withholding described in the paragraph above, the Guarantor
will, subject to the exceptions set out below, pay or procure the payment of
such additional amounts (Additional Amounts) that are necessary in order that
the net amounts paid to the Holders, after the deduction or withholding, shall
equal the amounts which would have been payable to Holders if the deduction or
withholding had not been required. However, no Additional Amounts are payable
or due to a Holder (or to a third party on such Holders behalf) with respect
to any Notes to the extent that such Additional Amounts would not have been
payable but for the fact that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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| | (i) the Holder or the Beneficial Owner of the Notes being a
domiciliary, national or resident of, or engaging in business or
maintaining a permanent establishment or physically present in, a
Relevant Taxing Jurisdiction or otherwise having some connection with
the Relevant Taxing Jurisdiction other than the Holding or beneficial
ownership of Notes;                                                                                                                                                  
|
| | (ii) the relevant Note is presented (where presentation is
required) for payment in the Relevant Taxing Jurisdiction;                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (iii) the relevant Note is presented (where presentation is
required) for payment more than 30 days after the date payment became
due or was provided for, whichever is later, except to the extent that
the Holder would have been entitled to the Additional Amounts on
presenting the Note for payment at the close of that 30 day period;                                                                                                                                                                   
|
| | (iv) the Holder or the Beneficial Owner of the Notes has failed,
following a request by the Issuer, to provide information concerning the
nationality, residency or identity of the Holder or the Beneficial
Owner, as the case may be, or to make any declaration or other similar
claim to satisfy any information requirement, which is required or
imposed by a statute, regulation or administrative practice of a
Relevant Taxing Jurisdiction as a precondition to exemption from all or
part of the tax;





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| | (v) the withholding or deduction is imposed on a payment to or for
the benefit of an individual and is required to be made pursuant to any
European Union Directive on the taxation of savings implementing the
conclusions of the ECOFIN Council Meeting of November 26-27, 2000 or any
law implementing or complying with, or introduced in order to conform
to, such directive;
|
| | (vi) the relevant Note is presented (where presentation is
required) for payment or on behalf of a Holder who would have been able
to avoid such withholding or deduction by presenting the relevant Note
to another paying agent in a Member State of the European Union; or                                                                                                     
|
| | (vii) any combination of the above items.                                                                                                                                                                                                                                                                                                                                         

nor shall Additional Amounts described above be paid with respect to payments
on the Notes to any Holder who is a fiduciary or partnership or settlor with
respect to such fiduciary or a member of such partnership other than the sole
Beneficial Owner of such payment to the extent such payment would be required
by the laws of any taxing jurisdiction to be included in the income for tax
purposes of a beneficiary or partner or settlor with respect to such fiduciary
or a member of such partnership or a Beneficial Owner who would not have been
entitled to such Additional Amounts, had it been the Holder.

This Subordinated Guarantee shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns,
including, without limitation, the Holders and the Trustee.

No reference herein to the Indenture and no provision of this Subordinated
Guarantee or of the Indenture shall alter or impair the Subordinated Guarantee
of the Guarantors, which is absolute and unconditional, independent from the
due and punctual payment of the principal of and interest on the Note upon
which this Subordinated Guarantee is endorsed.

This Subordinated Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication of such Note shall have been
manually executed by or on behalf of the Trustee under such Indenture.

All terms used in this Subordinated Guarantee which are defined in such
Indenture shall have the meanings assigned to them in such Indenture.

The Subordinated Guarantee shall be governed by and construed in
accordance with the laws of the State of New York, except for the subordination
provisions which shall be governed by the laws of Switzerland. Any claim or
proceeding brought to enforce the Guarantors obligations herein shall be
brought exclusively before a court in Switzerland or any federal or state court
in the Borough of Manhattan, The City of New York.





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Executed and dated the date on the face hereof.

|             |              |                      |  |             
|------------ | ------------ | -------------------- |  | ------------
|Converium AG |              | Converium Holding AG
|             |              |                     
|             |              |                     
|             |              |                     
|By:          |              | By:                 
|             |              |                      |  |             
|             | Name:
Title: |                      |  | Name:
Title: