8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):   October 25, 2005

PartnerRe Ltd.

(Exact Name of Registrant
as specified in its Charter)

	Bermuda
	(State or other jurisdiction of incorporation)
0-2253		Not Applicable
(Commission File Number)		(IRS Employer Identification No.)
Chesney House, 96 Pitts Bay Road, Pembroke, Bermuda		HM 08
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (441) 292-0888

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     Item 1.01.  Entry into a Material Definitive Agreement.

     As previously reported on October 26, 2005, PartnerRe Ltd. has entered into a Loan Agreement and a Forward Sale Agreement, which are filed hereto as exhibits 10.1 and 10.2 and incorporated into this report by reference.

     Item 8.01.  Other Events

     As previously reported on October 26, 2005, the Company announced an offering of common shares. A copy of the underwriting agreement relating to the offering dated October 25, 2005 is filed with this report as exhibit 99.1 and is incorporated herein by reference.

     Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Loan Agreement
10.2	Forward Sale Agreement
99.1	Underwriting Agreement

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PartnerRe Ltd.
		(Registrant)
Date:	October 31, 2005	By:	/S/ Amanda Sodergren
			Name:	Amanda Sodergren
			Title:	Director Group Legal

EX-10.1

Exhibit 10.1

U.S.$ 400,000,000.00

LOAN AGREEMENT

Dated as of October 25, 2005

among

PARTNERRE LTD.
as Borrower,

     CITIBANK, N.A.,
as Administrative Agent

and

The lenders from time to time party hereto

     LOAN AGREEMENT dated as of October 25, 2005 among PARTNERRE, a Bermuda company (the “Borrower”), the lenders from time to time party hereto (the “Lenders”) and CITIBANK, N.A., as Administrative Agent (with its successors, the “AdministrativeAgent”).

R E C I T A L S

     WHEREAS, the Borrower desires to borrow funds under this Loan Agreement, the proceeds of which will be used for operational purposes (subject to the limitations set forth in Section 4.18) and for the other purposes set forth herein:

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrower and the Lenders and the Administrative Agent agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

     1.1Certain Defined Terms. As used in this Loan Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

     “Administrative Agent”means Citibank N.A. in its capacity as administrative agent under the Loan Documents, and its successors in such capacity.

     “Additional Costs” shall mean, with respect to any Lender lending from an office in the United Kingdom or a Participating Member State, the amount notified by such Lender to the Borrower and the Administrative Agent as its reasonable determination of the proportion of the cost attributable to the portion of the Advance made by such Lender from that office of complying with the fee and minimum reserve requirements of the Bank of England and the UK Financial Services Authority or the European Central Bank in respect of loans made from that office.

     “Advance” means the advance by the Initial Lender to the Borrower pursuant to Section 2.1, as the outstanding principal amount thereof may be adjusted from time to time pursuant to Section 2.3 and/or any other provision of this Loan Agreement.

     “Affiliate” means, as to any Entity, any other Entity that, directly or indirectly, controls, is controlled by or is under common control with such Entity.

     “Applicable Insurance Regulatory Authority” shall mean, when used with respect to any Regulated Insurance Company, (x) the insurance department or similar administrative authority or agency located in each state or other jurisdiction (foreign or domestic) in which such Regulated Insurance Company is domiciled, (y) the insurance department, authority or agency in each state or other jurisdiction (foreign or domestic) in which such Regulated Insurance Company is licensed, to the extent it has regulatory jurisdiction over such Regulated Insurance

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Company, and (z) any Federal or national insurance regulatory department, authority or agency that may be created and that has regulatory jurisdiction over such Regulated Insurance Company.

      “Applicable Lending Office” means the New York office of the Lender.

     “Assignment” means an assignment and assumption agreement entered into by an Entity that is a Lender immediately prior to giving effect to such agreement and an assignee (with the consent of any party whose consent is required by Section 8.5) and accepted by the Administrative Agent, substantially in the form of the assignment and assumption agreement set forth in the Model Credit Agreement Provisions prepared by the Loan Syndications and Trading Association dated January 2004, or other form approved by the Administrative Agent and the Borrower.

     “Authorized Officer” shall mean any senior officer of the Borrower designated as such in writing to the Administrative Agent by such Borrower.

     “Business Day” means a day on which banks are not required or authorized to close in New York, New York; providedthat, when used in connection with any determination of LIBOR, an Interest Period or the Maturity Date, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

     “Capital Stock” shall mean any capital stock of the Borrower or any Consolidated Subsidiary, whether common or preferred.

     “Change of Control” shall mean the occurrence of any of the following events or conditions: (a) any Person or group of Persons (as used in Sections 13 and 14 of the Securities Exchange Act of 1934, and the rules and regulations thereunder) shall have become the beneficial owner (as defined in rules promulgated by the SEC) of more than 40% of the voting securities of the Borrower; or (b) a majority of the members of the Borrower’s board of directors are persons who are then serving on the board of directors without having been elected by the board of directors or having been nominated for election by its shareholders.

     “Closing Date” means the later of October 31, 2005 and the date on which all of the conditions in Article 3 are satisfied (or waived in accordance with Section 8.1) .

     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect at the date of this Loan Agreement and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

     “Consolidated Subsidiary” shall mean at any date any Subsidiary or other entity the accounts of which, in accordance with GAAP, would be consolidated with those of the Borrower in its consolidated financial statements as of such date.

     “Debentures” shall mean subordinated debt securities issued by the Borrower or any Subsidiary to a Special Purpose Trust in exchange for proceeds of Qualified Preferred Securities and common securities of such Special Purpose Trust.

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     “Debt” of any Entity shall mean at any date, without duplication, (i) all obligations of such Entity for borrowed money, (ii) all obligations of such Entity evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Entity to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Entity as lessee under capital leases, (v) all obligations of such Entity to reimburse any bank or other Entity in respect of amounts payable under a banker’s acceptance, (vi) all Redeemable Preferred Stock of such Entity (in the event such Entity is a corporation), (vii) all obligations (absolute or contingent) of such Entity to reimburse any bank or other Entity in respect of amounts paid under a letter of credit or similar instrument, (viii) all Debt of others secured by a Lien on any asset of such Entity, whether or not such Debt is assumed by such Entity, and (ix) all Debt of others Guaranteed by such Entity; provided, that for the avoidance of doubt, insurance payment liabilities, as such, and liabilities arising in the ordinary course of such Entity’s business as an insurance or reinsurance company (including GICs) or a corporate member of The Council of Lloyd’s or as a provider of financial or investment services or contracts (in each case other than in connection with the provision of financing to such Entity or any of such Entity’s Affiliate) shall not constitute Debt.

     “Default” means an Event of Default or an event that, with notice or lapse of time or both, would become an Event of Default.

     “Default Rate” means 2% per annum over the otherwise applicable rate hereunder.

      “Dollars” and “$” means lawful money of the United States of America.

     “Excluded Period” shall mean, with respect to any additional amount payable under Section 2.5(a)(ii), 2.5(c), 2.5(d), 2.5(e) or 2.5(g), the period ending 180 days prior to the applicable Lender’s delivery of the written notice referenced in 2.5(a)(ii), 2.5(c), 2.5(d), 2.5(e) or 2.5(g), as applicable, with respect to such additional amount.

     “Entity” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

     “ERISA Affiliate” shall mean any corporation or trade or business which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower or any of its Subsidiaries or is under common control (within the meaning of Section 414(c) of the Code) with the Borrower or any of its Subsidiaries.

      “Events of Default” has the meaning specified in Section 6.1.

     “Existing Credit Agreement” means the credit agreement, dated as of June 17, 2004 and Amended and Restated as of September 30, 2005, among Partnerre Ltd., various designated subsidiary borrowers, various lending institutions, and JPMorgan Chase Bank, N.A. (F/K/A JPMorgan Chase Bank), as Administrative Agent, as the same is in effect on the Closing Date, without giving effect to any subsequent amendment, waiver, modification or termination.

      “Fiscal Year” means any fiscal year of the Borrower.

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     “Foreign Pension Plan” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by the Borrower or any of its Subsidiaries primarily for the benefit of employees of the Borrower or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

      “GAAP” means generally accepted accounting principles in the United States.

     “Governmental Authority” means the government of the United States of America, or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing regulatory or administrative powers or functions of or pertaining to government including, without limitation, any Applicable Insurance Regulatory Authority.

     “Guarantee” by any Entity means any obligation, contingent or otherwise, of such Entity directly or indirectly guaranteeing any Debt or other obligation of any other Entity and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Entity (i) to secure, purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to provide collateral security, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

      “Initial Lender” means Citibank, N.A., in its capacity as a Lender hereunder.

     “Insurance Business” shall mean one or more aspects of the business of selling, issuing or underwriting insurance or reinsurance.

     “Interest Payment Date” means each of January 30, 2006, May 1, 2006, July 31, 2006, October 30, 2006, January 29, 2007, April 30, 2007, July 30, 2007, October 29, 2007, January 28, 2008, April 28, 2008, July 28, 2008, October 27, 2008, January 26, 2009 and April 27, 2009 (or, if any such day is not a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in New York and in Bermuda (a “Currency Business Day”), the next following Currency Business Day).

     “Interest Period” means the period beginning on the Closing Date (in the case of the first Interest Period) or on the last day of the Interest Period then ending (in the case of each subsequent Interest Period) and ending on the next Interest Payment Date.

     “Lenders” means the Initial Lender and any other Entity that shall become a party hereto pursuant to Section 8.5(b) .

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     “LIBOR” shall mean, for each Interest Period (or other period for determination), the British Bankers Association Interest Settlement Rate that appears on page 3750 (or other appropriate page if the relevant currency does not appear on such page) of the Dow Jones Telerate Screen (or any successor page) for deposits in the relevant currency with maturities comparable to such Interest Period (or other period for determination) as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period (or other period for determination) or, if such a rate does not appear on the Dow Jones Telerate Screen (or any successor page), the offered quotations to first-class banks in the London interbank market by Citibank N.A. for deposits in the relevant currency of amounts in same day funds comparable to the outstanding principal amount of the Advance with maturities comparable to such Interest Period (or other period for determination) determined as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period (or other period for determination).

     “Lien” shall mean, with respect to any asset, any mortgage, deed to secure debt, deed of trust, lien, pledge, charge, security interest, security title, preferential arrangement which has the practical effect of constituting a security interest or encumbrance, servitude or encumbrance of any kind in respect of such asset to secure or assure payment of a Debt or a Guarantee, whether by consensual agreement or by operation of statute or other law, or by any agreement, contingent or otherwise, to provide any of the foregoing. For the purposes of this Loan Agreement, the Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset which they have acquired or hold subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

      “Loan Documents” means this Loan Agreement and the Notes.

      “Margin Stock” has the meaning specified in Regulation U.

     “Material Adverse Effect” shall mean, (i) a material adverse effect on the business, operations, property or financial condition of the Borrower and its Subsidiaries taken as a whole or (ii) a material adverse effect on (x) the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents, (y) the ability of the Borrower to perform its obligations under the Loan Documents, or (z) the legality, validity or enforceability of any Loan Document.

     “Material Subsidiary” shall mean any Subsidiary of the Borrower whose total assets or total revenues exceed 2.5% of the total assets or gross revenues, respectively, of the Borrower and its Subsidiaries on a consolidated basis as of the most recent fiscal quarter end and for the most recent fiscal quarter period, respectively, determined in accordance with GAAP.

      “Maturity Date” means April 27, 2009.

     “Multiemployer Plan” shall mean any multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) the Borrower, any of its Subsidiaries or any of its ERISA Affiliates, and each such plan for the five year period immediately following the latest date on which the

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Borrower, such Subsidiary or such ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

      “Note” has the meaning specified in Section 2.2(b) .

     “Obligations” means all amounts (including, without limitation, principal, interest, fees and indemnities) owing to the Administrative Agent or any Lender and all other obligations of the Borrower, in each case pursuant to the terms of this Loan Agreement or any other Loan Document, including, without limitation, any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Borrower (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.

      “Participant” has the meaning specified in Section 8.5(e) .

     “Participating Member State” shall mean any member state of the European Communities that adopts or has adopted the Euro as its lawful currency in accordance with the legislation of the European Union relating to European Monetary Union.

     “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

     “Plan” shall mean any pension plan as defined in Section 3(2) of ERISA and subject to Title IV of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) the Borrower, any of its Subsidiaries or any of its ERISA Affiliates, and each such plan for the five year period immediately following the latest date on which each the Borrower, its Subsidiaries or ERISA Affiliates maintained, contributed to or had an obligation to contribute to such plan.

     “Qualified Mandatorily Convertible Preferred Securities” shall mean units comprised of (i) preferred shares of the Borrower and (ii) a contract for the sale of ordinary common shares of the Borrower so long as the holder of such unit is obligated to purchase such ordinary common shares with cash or the proceeds from remarketing such preferred shares.

     “Qualified Trust Preferred Securities” shall mean (a) the 7.90% Preferred Securities issued by PartnerRe Capital Trust I and guaranteed by the Borrower; and (b) other preferred securities issued by a Special Purpose Trust which shall provide, among other things, that dividends shall be payable only out of proceeds of interest payments on the Debentures, so long as such preferred securities do not constitute Redeemable Preferred Stock.

     “Regulated Insurance Company” shall mean each Subsidiary of the Borrower, whether now owned or hereafter acquired, that is authorized or admitted to carry on or transact Insurance Business in any jurisdiction (domestic or foreign) and is regulated by any Applicable Insurance Regulatory Authority.

     “Redeemable Preferred Stock” of any Entity shall mean any preferred stock issued by such Entity which (a) is either (i) mandatorily redeemable (by sinking fund or similar

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payments or otherwise) prior to the fifth anniversary of the Final Maturity Date or (ii) redeemable at the option of the holder thereof or (b) contains any financial performance related covenants or incurrence covenants which restrict the operations of the issuer thereof; provided that any preferred stock that such Entity has the right or obligation to redeem at such time with Capital Stock that is not Redeemable Preferred Stock, shall not constitute Redeemable Preferred Stock.

      “Register” has the meaning specified in Section 8.5(c) .

     “Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

     “Regulation X” shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

     “Related Parties” means, with respect to any specified Entity, such Entity’s Affiliates and the respective directors, officers, employees, agents and advisors of such Entity and such Entity’s Affiliates.

     “Required Lenders” means, at any time, Lenders holding in the aggregate at least 51% of the principal amount of the Advance outstanding at such time.

      “Retroactive Period” has the meaning set forth in Section 2.5(f) .

     “Service of Process Agent” means Partner Reinsurance Company of the U.S., with offices on the date hereof located at 1 Greenwich Plaza, Greenwich, CT 06830.

     “Special Purpose Trust” shall mean a special purpose business trust established by the Borrower or any Subsidiary of which the Borrower or any Subsidiary will hold all the common securities, which will be the issuer of Qualified Trust Preferred Securities, and which will loan to the Borrower or any Subsidiary (such loan being evidenced by the Debentures) the net proceeds of the issuance and sale of the Qualified Trust Preferred Securities and common securities of such Special Purpose Trust.

      “Spread” 0.50% per annum.

     “Subsidiary” of any Entity shall mean and include (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Entity directly or indirectly through Subsidiaries and (ii) any partnership, association, joint venture or other entity in which such Entity directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time. Unless otherwise expressly provided, all references herein to “Subsidiary” shall mean a Subsidiary of the Borrower.

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      “Tax Refund” has the meaning set forth in Section 2.6(b) .

      “Taxes” has the meaning set forth in Section 2.6(a) .

     “Wholly Owned Subsidiary” of any Entity shall mean any other Entity to the extent all of the capital stock or other ownership interests in such other Entity, other than directors’ qualifying shares, is owned directly or indirectly by such first Entity.

ARTICLE II

AMOUNT AND TERMS OF THE ADVANCE

     2.1The Advance. The Initial Lender agrees, on the terms and conditions hereinafter set forth, to make an advance to the Borrower in Dollars on the Closing Date in the aggregate principal amount of $400,000,000.00. The Initial Lender will make the proceeds of the Advance available to the Borrower by crediting the amount thereof, in immediately available funds, by 12:00 noon (New York City time) on the Closing Date to the account of the Borrower described on Schedule I hereto.

      2.2Repayment of Advance; Note.

     (a)The Borrower hereby unconditionally promises to pay to each Lender the portion of the then outstanding principal amount of the Advance owed to such Lender on the Maturity Date.

     (b)The obligation of the Borrower to repay the portion of the Advance owed to each Lender shall be evidenced by a promissory note of the Borrower in substantially the form of Exhibit A hereto (each, a “Note”), dated the date hereof, payable to such Lender in a principal amount equal to the portion of the Advance owed to such Lender and otherwise duly completed.

      2.3No Prepayment of Advance.

     The Borrower shall not have the right to prepay at its option the Advance in whole or in part. This is not a demand loan, and subject to the rights of the Lenders under Section 6.1 if an Event of Default shall have occurred and be continuing, no Lender shall have any right to demand payment of the principal hereof prior to the Maturity Date.

      2.4Interest.

     (a)Subject to Sections 2.4(b) and 2.5, the Borrower agrees to pay interest on the Advance at a rate per annum equal to LIBOR plus the Spread.

     (b)Notwithstanding Section 2.4(a), if any principal of or interest on the Advance or any fee or other amount whatsoever payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest from the date such amount becomes overdue, accruing after as well as before judgment until paid in full, at a rate per annum equal to the Default Rate, which shall be payable from time to time upon demand by the Administrative Agent or the Required Lenders.

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     (c)Accrued interest on the Advance shall be due and payable in arrears on each Interest Payment Date (including, without limitation, on the Maturity Date); provided, that interest accrued pursuant to paragraph (b) of this Section 2.4 shall be payable on demand.

     (d)All computations of interest shall be made on the basis of a year of 360 days, as the case may be, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is being computed.

     2.5Increased Costs; Illegality. (a) In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto):

            (i) at any time, that such Lender shall actually incur increased costs or reductions in the amounts received or receivable hereunder with respect to its portion of the Advance (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of any change since the Closing Date in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order) (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding amounts payable pursuant to Section 2.5(c), 2.5(d) or 2.5(e)); or

            (ii) at any time, that the making or continuance of the Advance has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation or guideline, or has become impracticable as a result of a contingency occurring after the Closing Date which adversely affects the relevant interbank market;

            then, and in any such event, such Lender shall (x) on such date and (y) within ten Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower. Thereafter, and for so long as the applicable circumstance continues to exist, (x) in the case of clause (i) above, the Borrower shall pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing the basis for the calculation thereof in reasonable detail, submitted to the Borrower by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto), and (y) in the case of clause (ii) above, the Borrower shall take one of the actions specified in Section 2.5(b) as promptly as possible and, in any event, within the time period required by law.

     (b) At any time when any portion of the Advance is affected by the circumstances described in Section 2.5(a)(i) or (ii), the Borrower shall, upon at least three Business Days’ notice to the Administrative Agent, repay all such portion of the Advance and accrued interest thereon in full, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.5(b) .

      (c) If any Lender shall have determined that after the Closing Date, the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental

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authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such corporation’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender or such other corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or such other corporation’s policies with respect to capital adequacy), then from time to time, within 10 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower agree to pay to such Lender such additional amount or amounts as will compensate such Lender or such other corporation for such reduction. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods that are commercially reasonable. Each Lender, upon so determining that any additional amounts will be payable pursuant to this Section 2.5(c), will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.5(c) upon the subsequent receipt of such notice.

      (d) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any portion of the Advance or any category of liabilities which includes deposits by reference to which the interest rate on the Advance is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, then, unless such reserves are included in Section 2.5(a)(i), 2.5(c) or 2.5(e), such Lender shall promptly notify the Borrower in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts) and the Borrower shall, and shall be obligated to, pay to such Lender such specified amounts as additional interest at the time that the Borrower is otherwise required to pay interest in respect of such portion of the Advance or, if later, on written demand therefor by such Lender.

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     (e) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender has incurred Additional Costs in respect of any portion of the Advance then, unless such Additional Costs are included in Section 2.5(a)(i) or 2.5(c) or 2.5(d) such Lender shall promptly notify the Borrower and the Administrative Agent in writing specifying the additional amounts required to indemnify such Lender against such Additional Costs (such written notice to provide in reasonable detail a computation of such additional amounts) and the Borrower shall, and shall be obligated to, pay to such Lender such specified amounts as additional interest at the time that the Borrower is otherwise required to pay interest in respect of the Advance or, if later, on written demand therefor by such Lender.

     (f) The Borrower shall not be obligated to pay any additional amounts arising pursuant to Sections 2.5(a)(i), 2.5(c), 2.5(d) or 2.5(e) that are attributable to the Excluded Period with respect to such additional amount; provided, that if an applicable law, rule, regulation, guideline or request shall be adopted or made on any date and shall be applicable to the period prior to the date on which such law, rule, regulation, guideline or request is adopted or made (a “Retroactive Period”), the limitation on the Borrower’s obligations to pay such additional amounts hereunder shall not apply to the additional amounts payable in respect of such period.

     (g) If after the Closing Date, the adoption or effectiveness of any applicable law, rule or regulation, order, guideline or request or any change therein after the Closing Date, or any change adopted or effective after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any such authority, central bank or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against the Advance participated in by such Lender, or (ii) impose on such Lender any other conditions directly or indirectly affecting this Loan Agreement or the Advance; and the result of any of the foregoing is to increase the cost to such Lender of issuing, maintaining or participating in the Advance, or to reduce the amount of any sum received or receivable by such Lender hereunder or reduce the rate of return on its capital with respect to the Advance, then, upon written demand to the Borrower by such Lender (with a copy to the Administrative Agent), pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. The preceding sentence shall not apply to increased costs with respect to taxes imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein or with respect to Taxes to the extent that a Lender received additional amounts (or otherwise was indemnified) for such Taxes pursuant to Section 2.6 (or would have received additional amounts pursuant to Section 2.6(a) but for a failure to comply with Section 2.6(b) or Section 2.6(c)) . A certificate submitted to the Borrower by such Lender (with a copy to the Administrative Agent), setting forth the basis for the determination of such additional amount or amounts necessary to compensate such Lender as aforesaid shall be final and conclusive and binding on the Borrower absent manifest error, although the failure to deliver any such certificate shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.5 upon subsequent receipt of such certificate.

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The Borrower shall not be obligated to pay any additional amounts arising pursuant to this Section 2.5 that are attributable to the Excluded Period with respect to such additional amount; provided, that if an applicable law, rule, regulation, guideline or request shall be adopted or made on any date and shall be applicable to the period prior to the date on which such law, rule, regulation, guideline or request is adopted or made, the limitation on the Borrower’s obligations to pay such additional amounts hereunder shall not apply to the additional amounts payable in respect of such period.

      2.6Net Payments.

     (a)All payments made by the Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense; provided that nothing herein shall prevent the Borrower from exercising any right of set-off that it may have under any other contract between the Borrower and the Initial Lender. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Loan Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts (or if it has been established to the satisfaction of the applicable taxing authority that it is impossible to furnish such receipts, such other evidence reasonably satisfactory to the Administrative Agent) evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender.

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     (b)If the Borrower pays any additional amount under this Section 2.6 and such Lender determines in its sole discretion that it has actually received in connection therewith any refund of its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a “Tax Refund”), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Refund; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Refund; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Refund with respect to which such Lender has made a payment to the Borrower pursuant to this Section 2.6(b) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 2.6 without any exclusions or defenses; (iii) nothing in this Section 2.6(b) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns); and (iv) no Lender shall be required to pay any amounts pursuant to this Section 2.6(b) at any time during which a Default or Event of Default exists.

      2.7Payments Generally.

     (a)The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.5 or 2.6, or otherwise) prior to 12:00 noon (New York City time) on the date when due, in Dollars and immediately available funds, without set-off or counterclaim; provided that nothing herein shall prevent the Borrower from exercising any right of set-off that it may have under any other contract between the Borrower and the Initial Lender. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day. All such payments shall be made to the Administrative Agent for the account of the Lenders at its offices at 390 Greenwich Street, 3^rd Floor, New York, New York 10013. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day (unless such succeeding Business Day falls in the next calendar month, in which case the date for such payment shall be the next preceeding Business Day) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.

     (b)If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied first, to pay accrued and unpaid interest not paid in accordance with Section 2.4(b), ratably among the Lenders entitled thereto in accordance with the amounts of interest then due to such parties, second, to pay fees then due ratably among the Lenders entitled thereto in accordance with the amounts of fees then due to such parties, and finally to pay principal due hereunder ratably among the Lenders entitled thereto in accordance with the amounts of principal of the Advance then due to the Lenders.

     (c)The Borrower agrees that at any time after the occurrence and during the continuance of an Event of Default, in addition to (and without limitation of) any right of set-off, banker’s lien, or counterclaim any Lender may otherwise have, each Lender and each of its Affiliates shall be entitled, at its option, at any time and from time to time, to the fullest extent

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permitted by law, except as otherwise agreed between the parties, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding any assets in securities custody accounts) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or for the account of the Borrower at any of its offices, in Dollars or in any other currency, against any principal of or interest on the Advance to the Borrower hereunder, or any other obligation of the Borrower hereunder, which is not paid when due (regardless of whether such deposits or other indebtedness are then due to the Borrower), whether or not such Lender shall have made any demand under this Agreement or the other Loan Documents and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application; provided, that failure to give such notice shall not affect the validity thereof.

     (d)If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on its Note resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Note and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Notes of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Notes; provided that if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest.

ARTICLE III

CONDITIONS OF LENDING

     3.1Conditions Precedent to an Advance. The obligation of the Initial Lender to make the Advance is subject to the condition precedent that the Administrative Agent shall have received the following documents, each dated the Closing Date, except as noted below, and in each case in form and substance satisfactory to the Initial Lender:

     (a)Note, duly executed by the Borrower, payable to the order of the Initial Lender in the principal amount of the Advance.

     (b)Certified copies of either (i) bylaws of the Borrower or (ii) resolutions of the Board of Directors of the Borrower (or equivalent documents), in each case authorizing the Borrower to enter into the Loan Documents, execute any Note and borrow the Advance.

     (c)A certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents, each Note and any other documents to be delivered thereunder.

     (d)A certificate of the Borrower as to the effect set forth in clauses (i) and (ii) of the last paragraph of this Section 3.1.

     (e)Consolidated financial statements of the Borrower and its consolidated Subsidiaries for the fiscal year ended December 31, 2004, including balance sheets and income

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and cash flow statements, audited by independent public accountants and prepared in conformity with GAAP, consistently applied.

     (f)Evidence that the Borrower shall have paid all expenses relating to the execution, delivery and negotiation of the Loan Documents and related matters for which invoices have been presented, on or before such date (including, without limitation, the fees and expenses of counsel to the Administrative Agent), to the extent that statements for such fees and expenses have been delivered to the Borrower.

     (g)Legal opinion from Davis Polk & Wardwell with respect to this Loan Agreement and the Notes.

     (i) A certificate of the Borrower attaching a complete and correct copy of the Existing Credit Agreement.

     The obligation of the Initial Lender to make the Advance shall be subject to the further conditions precedent that on the date hereof and on the Closing Date: (i) the representations and warranties set forth in Article IV of this Loan Agreement and in the Notes are true and correct in all material respects, before and after giving effect to the Advance and to the application of the proceeds thereof and (ii) no Default or Event of Default hereunder shall have occurred and be continuing or would result from such Advance or from the application of the proceeds thereof.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

     In order to induce the Lenders to enter into this Loan Agreement and to make the Advance, the Borrower makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Loan Agreement and the making of the Advance:

     4.1Corporate Existence and Power. (a) Each of the Borrower and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, is duly qualified to transact business in every jurisdiction where, such qualification is necessary except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, and (b) each of the Borrower and its Subsidiaries has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its businesses as now conducted except where the failure to have such governmental licenses, authorizations, consents and approvals would not reasonably be expected to have a Material Adverse Effect.

     4.2Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Loan Agreement and the other Loan Documents, (i) are within each of the Borrower’s corporate powers, (ii) have been duly authorized by all necessary corporate action and if required, by all necessary shareholder action, (iii) require no consent approval of (including any exchange control approval) or action by or in

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respect of, or registration or filing with, any Governmental Authority, agency or official, except such as have been obtained or made and are in full force and effect, (iv) do not contravene, or constitute a default under, any provision of applicable law, regulation or order of any Governmental Authority, the charter, by-laws or other organizational documents of the Borrower or of any judgment, injunction, order or decree binding upon the Borrower or any of its Subsidiaries, (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries and (vi) will not violate or result in a default under any indenture, loan agreement or other material agreement or instrument binding upon the Borrower or its assets, or give rise to a right thereunder to require any payment to be made by any such Entity.

     4.3Enforceability. Each Loan Document constitutes a legal, valid and binding agreement of the Borrower enforceable against the Borrower in accordance with its terms, and the other Loan Documents, when executed and delivered in accordance with this Loan Agreement, will constitute valid and binding obligations of the Borrower enforceable in accordance with their respective terms, provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally.

     4.4Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2004 and the related consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, reported on by Deloitte & Touche copies of which have been delivered to each of the Lenders, and the unaudited consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended June 30, 2005, copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP consistently applied, the consolidated financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated, subject to normal year-end audit adjustments and the absence of footnotes in the case of such unaudited financial statements.

     (b) Except as disclosed in public filings made by the Borrower with the Securities and Exchange Commission prior to the date hereof since December 31, 2004, there has been no event, act, condition or occurrence that has had or is reasonably likely to have a Material Adverse Effect.

     4.5Litigation. There is no action, suit, investigation or proceeding pending or threatened against or affecting the Borrower or any of its Subsidiaries before any court or arbitrator or any Governmental Authority, agency or official which is reasonably likely to have a Material Adverse Effect or which in any manner draws into question the validity or enforceability of, or which is reasonably likely to impair the ability of the Borrower to perform its obligations under, this Loan Agreement or any of the other Loan Documents.

     4.6Tax Returns and Payments. (a) Each of the Borrower and its Subsidiaries has filed all material federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes and assessments payable by it which have become due, except for those contested in good faith and adequately disclosed and

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fully provided for on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP principles. The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. There is no material action, suit, proceeding, investigation, or claim now pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened by any authority regarding any taxes relating to the Borrower or any of its Subsidiaries. Neither the Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

     (b) To ensure the legality, validity, enforceability or admissibility in evidence of this Loan Agreement or any Notes, it is not necessary that any stamp or similar tax be paid on or in respect of this Loan Agreement or such Notes, or any other document other than such stamp or similar taxes that have already been paid.

     4.7Indebtedness. The Borrower does not have any Debt on the Closing Date other than that which is listed on Annex A.

     4.8Insurance Licenses. Each Regulated Insurance Company has obtained and maintains in full force and effect all licenses and permits from all regulatory authorities necessary to operate in the jurisdictions in which such Regulated Insurance Company operates, in each case other than such licenses and permits the failure of which to obtain or maintain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

     4.9Intellectual Property. The Borrower and its Subsidiaries own, or are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to their business, and the use thereof by the Borrower and/or its Subsidiaries does not infringe upon the rights of any other Entity, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

     4.10Not An Investment Company. Neither the Borrower nor any of its Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

     4.11Public Utility Holding Company Act. Neither the Borrower nor any of its Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935, as amended.

     4.12Ownership of Property; Liens. The Borrower and its Subsidiaries have good and valid title to, or a valid leasehold interest in, all of their real and personal properties sufficient for the conduct of their respective businesses and none of such property is subject to any Lien except as permitted in Section 8.01 of the Existing Credit Agreement.

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     4.13No Default. No Default or Event of Default has occurred and is continuing.

     4.14Full Disclosure. None of the information heretofore furnished by the Borrower to the Administrative Agent or any Lender for purposes of or in connection with this Loan Agreement or any transaction contemplated hereby contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and all such information hereafter furnished by the Borrower to the Administrative Agent or any Lender will be, true, accurate and complete in all material respects on the date as of which such information is stated or certified, provided that, with respect to projected financial information, the Borrower represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

     4.15Compliance with Laws. The Borrower and each of its Subsidiaries is in compliance with all applicable laws, regulations, rules and orders of any Governmental Authority, except where any failure to comply with any such laws would not reasonably be expected to, alone or in the aggregate, have a Material Adverse Effect.

     4.16Capital Stock. All Capital Stock, debentures, bonds, notes and all other securities of the Borrower and its Subsidiaries presently issued and outstanding have been validly and properly issued in accordance with all applicable laws, including, but not limited to, the “Blue Sky” laws of all applicable states and the federal securities laws. The issued shares of Capital Stock of each of the Borrower’s Wholly-Owned Subsidiaries are owned by the Borrower free and clear of any Lien or adverse claim.

     4.17Compliance with ERISA. (a) The Borrower and its Subsidiaries and ERISA Affiliates have fulfilled their respective obligations (if any) under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the applicable provisions of ERISA and the Code, and have not incurred any liability to the PBGC or any Plan or Multiemployer Plan (other than to make contributions in the ordinary course of business).

     (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. All contributions required to be made with respect to a Foreign Pension Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities.

     4.18Margin Stock. The Borrower is not engaged principally in the business of purchasing or carrying any Margin Stock, and no part of the proceeds of the Advance hereunder

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will be used to purchase or carry any Margin Stock, or be used for any purpose which violates, or which is inconsistent with the provisions of Regulation U or X.

     4.19Subsidiaries. Set forth in Annex B is a complete and correct list of all of the Subsidiaries of the Borrower as of the Closing Date, together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Entity holding direct ownership interests in such Subsidiary and (iii) the percentage of ownership of such Subsidiary represented by such ownership interests. Except as disclosed in Annex B, as of the Closing Date (y) each of the Borrower and its Subsidiaries owns, free and clear of Liens, and has the unencumbered right to vote, all outstanding ownership interests in each Entity shown to be held by it in Annex B and (z) all of the issued and outstanding Capital Stock of each such Entity organized as a corporation is validly issued, fully paid and nonassessable.

     4.20Use of Proceeds. All proceeds of the Advance shall be utilized for the general corporate purposes of the Borrower and its Subsidiaries.

ARTICLE V

COVENANTS OF THE BORROWER

     5.1 Covenants. So long as any principal of or interest on the Advance or any other Obligation remains outstanding, the Borrower hereby agrees with the Lenders that it shall, for the benefit of the Lenders, observe, ratify and comply with each of the covenants and agreements made by it as the “Company” under Section 7 and Section 8 of the Existing Credit Agreement.

ARTICLE VI

EVENTS OF DEFAULT

      6.1Events of Default.

     Upon the occurrence of any of the following specified events (each, an “Event ofDefault”):

     (a) the Borrower shall fail to pay when due any principal of the Advance, or shall fail to pay any interest on the Advance within three Business Days after such interest shall become due, or shall fail to pay any fee or other amount payable hereunder within five Business Days after such fee or other amount becomes due; or

     (b)the Borrower shall fail to observe or perform any covenant contained in Section 5.1(ii) or in Sections 7.01(c), 7.02(ii), 7.03, 7.06 or Section 8 of the Existing Credit Agreement; or

     (c)the Borrower shall fail to observe or perform any covenant or agreement contained herein (other than those covered by clause (a) or (b) above) for 30 days after the earlier of (i) the first day on which the Borrower has knowledge of such failure or (ii) written notice

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thereof has been given to the Borrower by the Administrative Agent at the request of any Lender; or

     (d)any representation, warranty, certification or statement made or deemed made by the Borrower in Article IV of this Loan Agreement or in any certificate, financial statement or other document delivered pursuant to this Loan Agreement or in any Note shall prove to have been incorrect or misleading in any material respect when made (or deemed made); or

     (e)the Borrower or any Subsidiary shall default in any payment in respect of Debt outstanding in an aggregate principal amount equal to or in excess of $50,000,000 (other than the Obligations) (after giving effect to any applicable grace period); or

     (f)any event or condition shall occur which results in the acceleration of the maturity of any Debt outstanding in an aggregate amount equal to or in excess of $50,000,000 of the Borrower or any Subsidiary or the mandatory prepayment or purchase of such Debt by the Borrower (or its designee) or such Subsidiary (or its designee) prior to the scheduled maturity thereof; or

     (g)the Borrower or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization, rehabilitation, conservation, supervision or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, rehabilitator, conservator, custodian or other similar official of them or any substantial part of their property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against them, or shall make a general assignment for the benefit of creditors, or shall fail generally, or shall admit in writing their inability, to pay their debts as they become due, or shall take any corporate action to authorize any of the foregoing, or shall become or be declared by a court of competent jurisdiction to be insolvent; or

     (h)an involuntary case or other proceeding shall be commenced against the Borrower or any Material Subsidiary seeking liquidation, reorganization, rehabilitation, conservation, supervision or other relief with respect to them or their debts under any bankruptcy, insolvency or other similar law or the Bermuda Companies Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, rehabilitator, conservator, custodian or other similar official of them or any substantial part of their property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Borrower or any Material Subsidiary under the federal bankruptcy laws as now or hereafter in effect;

     (i)an event or condition specified in Section 7.04 of the Existing Credit Agreement shall occur or exist with respect to any Plan or Multiemployer Plan, the Borrower, any of its Subsidiaries or any of its ERISA Affiliates shall fail to pay when due any material amount which they shall have become liable to pay to the PBGC or to a Plan or a Multiemployer Plan under Title IV of ERISA, or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Plan must be terminated, and as a result of such

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event or condition, together with all such other events or conditions, the Borrower, any of its Subsidiaries or any of its ERISA Affiliates shall be reasonably likely in the opinion of the general counsel of the Borrower to incur a liability to a Plan, a Multiemployer Plan or PBGC (or any combination of the foregoing);

     (j)one or more judgments or orders for the payment of money in an aggregate amount in excess of $50,000,000 shall be rendered against the Borrower or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of 30 days; or

      (k) a Change of Control shall occur.

then, and in every such event, the Administrative Agent shall, if requested by the Required Lenders, by notice to the Borrower, declare the principal of and any accrued interest in respect of the Advance and all other Obligations owing hereunder to be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that if any Event of Default specified in clause (g) or (h) above occurs with respect to the Borrower without any notice to the Borrower or any other act by the Administrative Agent or the Lenders, the Notes (together with accrued interest thereon) and all other amounts payable hereunder shall automatically become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Notwithstanding the foregoing, the Administrative Agent shall have available to it all other remedies at law or equity, and shall exercise any one or all of them at the request of the Required Lenders.

     6.2Notice of Default. The Administrative Agent shall give notice to the Borrower of any Default under Section 6.1(d) promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof.

ARTICLE VII

THE ADMINISTRATIVE AGENT

     7.1Appointment and Authorization. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

     7.2Rights and Powers as Lender. The Entity serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Entity and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Affiliate thereof as if it were not the Administrative Agent hereunder.

     7.3Limited Duties and Responsibilities. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or

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other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.1), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its subsidiaries that is communicated to or obtained by the Entity serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.1) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Loan Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Loan Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

     7.4Authority to Rely on Certain Writings, Statements and Advice. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Entity. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Entity, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

     7.5Sub-Agents and Related Parties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more subagents appointed by the Administrative Agent. The Administrative Agent and any such subagent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such subagent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

     7.6Resignation; Successor Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon

23

any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 8.4 shall continue in effect for the benefit of such resigning Administrative Agent, its sub-agents and their respective Affiliates and the Related Parties of the Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

     7.7Credit Decisions by Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Loan Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Loan Agreement, any related agreement or any document furnished hereunder or thereunder.

     7.8 Indemnification. To the extent the Administrative Agent is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the Administrative Agent, in proportion to their respective percentages as used in determining the Required Lenders, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its respective duties hereunder or under any other Loan Document, in any way relating to or arising out of this Agreement or any other Loan Document provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent.

ARTICLE VIII

MISCELLANEOUS

      8.1Amendments, Etc.

     (a)No Loan Document or provision thereof may be waived, amended or modified except, in the case of this Loan Agreement, by an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan

24

Document, by an agreement or agreements in writing entered into by the parties thereto with the consent of the Required Lenders; provided that no such agreement shall

           (1)reduce the principal amount of the Advance or reduce the rate of interest thereon, or reduce any fee payable hereunder, without the written consent of each Lender affected thereby;

           (2)postpone the maturity of the Advance or any date for the payment of any interest or fee payable hereunder, without the written consent of each Lender affected thereby;

           (3)change Section 2.7(b) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender;

           (4)change any provision of this Section or the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to take any action thereunder, without the written consent of each Lender; and

provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without its prior written consent.

     (b)This Loan Agreement, the Note and the documents referred to herein and therein constitute the entire agreement of the parties with respect to the subject matter hereof and thereof.

     8.2Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, to the respective addresses set forth on the signature pages hereof or at such other address as shall be designated by any party in a written notice to the other party. All such notices and communications shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective when deposited in the mails, telecopied, delivered to the telegraph company, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Lender pursuant to Article II or VII shall not be effective until received by the Lender.

     8.3No Waiver; Remedies. No failure on the part of either party to exercise, and no delay in exercising, any right hereunder or under the Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided in equity or at law.

     8.4Payment of Expenses, etc. (a) The Borrower agree to: (i) pay all reasonable out of pocket costs and expenses (1) of the Administrative Agent and the Initial Lender in connection with the negotiation, syndication, preparation, execution, delivery and administration of the Loan Documents or the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of counsel and of consultants and advisors to the Administrative Agent

25

and its counsel) and (2) of the Administrative Agent and each of the Lenders in connection with the enforcement of the Loan Documents or the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of counsel for each of the Lenders); (ii) pay and hold the Administrative Agent and each Lender harmless from and against any and all present and future stamp, VAT and other similar taxes with respect to the foregoing matters and/or fees and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender (including in its capacity as an Administrative Agent and Issuing Agent), its Affiliates and its and their respective officers, directors, employees, representatives and agents (each an "Indemnified Party") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, an investigation (other than an investigation commenced by such Lender), litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among the Administrative Agent, any Lender, or any other third Person) related to the entering into and/or performance of any Loan Document or the use of the proceeds of the Advance hereunder or the consummation of any transactions contemplated in any Loan Document, and in each case, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). All expenses paid by the Borrower pursuant to this Section 12.01 shall be paid in the currency in which such expenses were incurred by the Administrative Agent or Lenders, as the case may be.

     (b) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.

      8.5Assignments and Participations.

     (a)The provisions of this Loan Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Loan Agreement, expressed or implied, shall be construed to confer upon any Entity (except the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly provided herein, the Related Parties of the Lenders) any legal or equitable right, remedy or claim under or by reason of this Loan Agreement.

     (b)Any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Loan Agreement; provided that:

26

           (1)except in the case of an assignment to a Lender or a Lender Affiliate, the Administrative Agent and the Borrower must give their prior written consent to such assignment (which consents shall not be unreasonably withheld);

           (2)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Loan Agreement;

           (3)unless each of the Borrower and the Administrative Agent otherwise consent, the principal amount of the Advance subject to each such assignment (determined as of the date on which the relevant Assignment is delivered to the Administrative Agent) shall not be less than $5,000,000; provided that this clause (3) shall not apply to an assignment to a Lender or Lender Affiliate or an assignment of the entire principal amount of the Advance owing to an assigning Lender; and

           (4)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment, together with a processing and recordation fee of $3,500; provided that only one such fee shall be due in respect of a simultaneous assignment to more than one Lender Affiliate;

and provided further that any consent of the Borrower otherwise required under this subsection shall not be required if an Event of Default has occurred and is continuing. Subject to acceptance and recording thereof pursuant to subsection (d) of this Section, from and after the effective date specified in each Assignment the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment, have the rights and obligations of a Lender under this Loan Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment, be released from its obligations under this Loan Agreement (and, in the case of an Assignment covering all of the assigning Lender’s rights and obligations under this Loan Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.5 and 8.4) .. Any assignment or transfer by a Lender of rights or obligations under this Loan Agreement that does not comply with this subsection shall be treated for purposes of this Loan Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (e) of this Section and shall be required to comply with the requirements set forth in subsection (e) of this Section.

     (c)The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in New York City a copy of each Assignment delivered to it and a register for the recordation of the names and addresses of the Lenders and the portion of the Advance owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the parties hereto may treat each Entity whose name is recorded in the Register pursuant to the terms hereof as a Lender for all purposes of this Loan Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any party hereto at any reasonable time and from time to time upon reasonable prior notice.

     (d)Upon its receipt of a duly completed Assignment executed by an assigning Lender and an assignee, the processing and recordation fee referred to in subsection (b) of this

27

Section and any written consent to such assignment required by subsection (c) of this Section, the Administrative Agent shall accept such Assignment and record the information contained therein in the Register. No assignment shall be effective for purposes of this Loan Agreement unless it has been recorded in the Register as provided in this subsection.

     (e)Any Lender may, without the consent of the Borrower or any other Lender Party, sell participations to one or more banks or other Entities (“Participants”) in all or a portion of such Lender’s rights and obligations under this Loan Agreement; provided that (i) such Lender’s obligations under this Loan Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Loan Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 8.1(a)(1) through (4) that affects such Participant. Each Participant shall be entitled to the benefits of Section 2.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 2.6(a) as though it were a Lender, provided that such Participant agrees to be subject to Section 2.6(b) as though it were a Lender; provided further, that no Participant shall be entitled to receive any greater amount pursuant to Sections 2.6(a) than the transferor Lender would have been entitled to receive in respect to the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.

     (f)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Loan Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank and the obligations of the Initial Lender to the Borrower under any other agreement between the Initial Lender and the Borrower, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

     (g)If, pursuant to this Section 8.5, any interest in this Loan Agreement or any Note is transferred to any transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such transferee concurrently with the effectiveness of such transfer, (i) to represent to the transferor Lender (for the benefit of the transferor Lender, the Administrative Agent and the Borrower) that under applicable law and treaties no taxes will be required to be withheld by the Administrative Agent, the Borrower or the transferor Lender with respect to any payments to be made to such transferee in respect of the Advances, (ii) to furnish to the transferor Lender, the Administrative Agent and the Borrower either U.S. Internal Revenue Service Form W-8BEN or U.S. Internal Revenue Service Form W-8ECI (wherein such transferee claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit

28

of the transferor Lender, the Administrative Agent and the Borrower) to provide the transferor Lender, the Administrative Agent and the Borrower a new Form W-8BEN or Form W-8ECI upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

     8.6Governing Law; Submission to Jurisdiction; Process Agent. This Loan Agreement and the Note shall be governed by, and construed in accordance with, the law of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York County for the purposes of all legal proceedings arising out of or relating to the Loan Documents or the transactions contemplated therein. The Borrower irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrower hereby irrevocably designates, appoints and empowers the Service of Process Agent, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding referred to in this Section 8.8. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Borrower agrees to designate a new designee, appointee and agent on the terms and for the purposes of this provision reasonably satisfactory to the Administrative Agent under this agreement.

     8.7Severability. In case any provision in this Loan Agreement or any Note shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Loan Agreement or any Note, as the case may be, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     8.8Execution in Counterparts. This Loan Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Loan Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Loan Agreement.

     8.9Survival. The obligations of the Borrower under Sections 2.4, 2.5, 2.6 and 8.4 shall survive the repayment of the Advance. Each representation and warranty made or deemed to be made herein or pursuant hereto shall survive the making of such representation and warranty, and the Lender shall not be deemed to have waived, by reason of making any Advance, any Default or Event of Default that may arise by reason of such representation or warranty proving to have been false or misleading.

     8.10Waiver of Jury Trial. EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL

29

PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREIN.

     8.11No Fiduciary Relationship. The Borrower acknowledges that the Lender has no fiduciary relationship with, or fiduciary duty to, the Borrower arising out of or in connection with this Loan Agreement or the Note, and the relationship between the Lender and the Borrower is solely that of creditor and debtor. This Loan Agreement does not create a joint venture among the parties.

     8.12Disclosure of Tax Treatment. Notwithstanding any other provisions herein, the Borrower and the Lender (and each employee, representative or other agent of each of the foregoing parties) may disclose to any and all Entities, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of this Loan Agreement and the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to any of the foregoing Entities relating to such U.S. tax treatment and U.S. tax structure.

     8.13Judgment Currency. This is an international loan transaction in which the specification of Dollars (the “Specified Currency”) and payment in New York City (the “Specified Place”), is of the essence. The payment obligations of the Borrower under this Agreement and the other Loan Documents shall not be discharged or satisfied by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in a Specified Currency into another currency (the “Second Currency”), the rate of exchange that shall be applied shall be the rate at which in accordance with normal banking procedures the Administrative Agent could purchase such Specified Currency with the Second Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder (in this Section 8.15 called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the Second Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Second Currency so adjudged to be due; and the Borrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Specified Currency hereunder exceeds the amount of the Specified Currency so purchased and transferred.

30

      IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

PARTNERRE LTD.
By:	/s/ Patrick Thiele
	Name: Patrick Thiele
	Title: President and CEO
Address for Notices:
	PartnerRe Ltd.
	Chesney House
	96 Pitts Bay Road
	Pembroke HM 08
	Bermuda
	Attention: Joe Barbosa
CITIBANK, N.A.
as Administrative Agent
By:	/s/ Herman Hirsch
	Name: Herman Hirsch
	Title: Authorized Representative
Address for Notices:
	390 Greenwich Street, 5th Floor
	New York, NY 10013
	Attn: Herman Hirsch
	Facsimile: (212) 723-8328
	Telephone: (212) 723-7361

CITIBANK, N.A.
as Initial Lender
By:	/s/ Herman Hirsch
	Name: Herman Hirsch
	Title: Authorized Representative
Address for Notices:
	390 Greenwich Street, 5th Floor
	New York, NY 10013
	Attn: Herman Hirsch
	Facsimile: (212) 723-8328
	Telephone: (212) 723-7361

EXHIBIT A

[FORM OF NOTE]

U.S. $[__________]  Dated:  [__________] 

     FOR VALUE RECEIVED, the undersigned, PartnerRe Ltd., a Bermuda company (the “Borrower”), HEREBY PROMISES TO PAY to the order of [___________]. (the “Lender”) on April 27, 2009 (“the Maturity Date”) the then unpaid principal amount of the Advance made by the Lender to the Borrower under the Loan Agreement plus any interest accrued on the unpaid principal amount of the Lender’s pro rata share of the Advance from the date hereof until such principal amount is paid in full, at such interest rates as are specified in the Loan Agreement as defined below.

     Both principal and interest are payable in lawful money of the United States of America at the office of the Administrative Agent at 390 Greenwich Street, 3^rd Floor, New York, New York 10013.

     This Note is one of the Notes referred to in, and is entitled to the benefits of, the Loan Agreement dated as of October 25, 2005 (the “Loan Agreement”, the terms defined therein being used herein as therein defined) among the Borrower, the Administrative Agent and each Lender party thereto. The Loan Agreement contains provisions for acceleration of the Maturity Date hereof upon the happening of certain stated events.

     The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

     This Note shall be governed by, and construed in accordance with, the laws of the State of New York, United States.

PartnerRe Ltd., as Borrower 

By: 

Name: 

Title: 

A-1

ANNEX A

INDEBTEDNESS

(in US$ millions)

Long term debt consisting of a fully collateralized fixed rate
loan repayable in 2008.	$220.0
Loans and Letters of Credit outstanding under the Existing
Credit Facility	$295.8

A-A-1

ANNEX B

SUBSIDIARIES

	% Beneficial Ownership by Immediate Parent	Jurisdiction of Incorporation
PartnerRe Ltd.	—	Bermuda
Partner Reinsurance Company Ltd	100	Bermuda
PartnerRe Servicios Y Compania Limitada (1)	99	Chile
PARC GmbH & Co KG	100	Germany
PARC Service GmbH	100	Germany
Quantitative Strategies Bermuda Ltd.	100	Bermuda
Quantitative Strategies, LLC	100	United States
PartnerRe Services Ltd	100	Bermuda
PartnerRe UK Holdings Limited	100	United Kingdom
		Netherlands
PartnerRe (Curacao) N.V	100	Antilles
PartnerRe Holdings B.V	100	Netherlands
PartnerRe Holdings SA(2)
	70	France
PartnerRe SA	100	France
PartnerRe U.S. Corporation(4)
	66	United States
Partner Reinsurance Company of the U.S	100	United States
PartnerRe Insurance Company of New York	100	United States
Transat Madison Corp.	100	United States
PartnerRe Asset Management Corporation	100	United States
PartnerRe New Solutions Inc	100	United States
PartnerRe Finance I Inc	100	United States

B-B-1

PartnerRe Capital Trust I	100	United States
PartnerRe Finance II Inc	100	United States
PartnerRe Capital Trust II	100	United States
PartnerRe Capital Trust III	100	United States
SCI Francoreas	100	France
Coresa (3)	91	Luxembourg
PartnerRe Holdings Ireland Limited	100	Ireland
PartnerRe Ireland Insurance Limited	100	Ireland
Partner Reinsurance Ireland Limited	100	Ireland

(1)	Partner Reinsurance Company Ltd. holds 99% of PartnerRe Servicios Y Compania Limitada shares and PartnerRe Services Ltd. Holds the remaining 1%.
(2)	PartnerRe Holdings B.V. holds 70% of PartnerRe Holdings SA, Partner Reinsurance Company Ltd. holds 16% of PartnerRe Holdings SA and PartnerRe (Curacao) N.V. holds the remaining 14%.
(3)	SCI Francoreas holds 10% of Coresa shares and PartnerRe SA holds the remaining 9%.
(4)	PartnerRe (Curacao) holds 66% of PartnerRe U.S. Corporation and PartnerRe Ltd. holds the remaining 34%.

B-B-2

SCHEDULE I

Account Information for Borrower:

JPMorgan Chase
New York, New York
ABA Number:	021 000 021
SWIFT:	CHASUS33
Favour:	JPMorgan Chase London
SWIFT:	CHASGB2L
Account:	0010962009
Further Credit:	PartnerRe Ltd.
Account:	22365002

Sch I-1

EX-10.2

Exhibit 10.2

EXECUTION COPY

CONFIRMATION

Date:	October 25, 2005
To:	PartnerRe Ltd.
	96 Pitts Bay Road
	Pembroke HM 08
	Bermuda
Telefax No.:	(441) 292-7010
Attention:	Albert Benchimol
From:	Citibank, N.A.
Telefax No.:	212-615-8985

Transaction Reference Number: E05-01958 to E05-01997

     The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between PartnerRe Ltd. (“Counterparty”) and Citibank, N.A. (“Citibank”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Agreement specified below.

     This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction. This Confirmation and any confirmation for an Additional Payment Transaction (as defined hereinafter) shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the “ISDA Agreement”) in the form published by the International Swaps and Derivatives Association, Inc. (“ISDA”) as if we had executed an agreement in such form (with a Schedule that elected a Termination Currency of U.S. Dollars (“USD”)) on the date hereof. A copy of the ISDA Agreement has been, or promptly after the date hereof will be, delivered to you.

     The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Definitions”) as published by ISDA are incorporated into this Confirmation.

     If there exists any executed ISDA Agreement between Citibank and Counterparty or any confirmation or other agreement between Citibank and Counterparty pursuant to which an ISDA Agreement is deemed to exist between Citibank and Counterparty, then notwithstanding anything to the contrary in such ISDA Agreement, such confirmation or agreement or any other agreement to which Citibank and Counterparty are parties, neither the Transaction nor any Additional Payment Transaction shall be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Agreement.

     THIS CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

      1. In the event of any inconsistency between this Confirmation, on the one hand, and the Definitions or the ISDA Agreement, on the other hand, this Confirmation will govern.

     2. Each party will make each payment specified in this Confirmation as being payable by such party, not later than the due date for value on that date in the place of the account specified below or otherwise specified in writing, in freely transferable funds and in a manner customary for payments in the required currency.

3. General Terms:

     This Confirmation and the ISDA Agreement shall constitute the written agreement between Counterparty and Citibank with respect to the Transaction.

     The terms of the particular Transaction to which this Confirmation relates are as follows:

Trade Date:	October 25, 2005
Seller:	Counterparty
Buyer:	Citibank
Shares:	The common stock, $1.00 par value per share, of Counterparty (the “Issuer”) (Symbol: “PRE”).
Tranches:	The Transaction will be divided into individual Tranches, each with the terms set forth in this Confirmation, and in particular with the Number of Shares and Valuation Date set forth below. The payments and deliveries to be made upon settlement of the Transaction will be determined separately for each Tranche as if each Tranche were a separate Transaction under the Agreement.
Number of Shares:	In the aggregate for all Tranches, 6,732,590. For each Tranche, other than the final Tranche, such aggregate Number of Shares dividedby the Number of Tranches, rounded up to the nearest whole number, and, for the final Tranche, such aggregate Number of Shares minus the aggregate sum of the Number of Shares for all preceding Tranches. For the avoidance of doubt, any reference herein to “the Number of Shares” without any reference to a particular Tranche shall be a reference to the aggregate Number of Shares.
Number of Tranches:	40
Forward Price:	For any Tranche,
	(i) If the Relevant Price on the Valuation Date for such Tranche is less than or equal to the Forward Cap Price but greater than or equal to the Forward Floor Price, such Relevant Price; or (ii) if the Relevant Price on the Valuation Date for such Tranche is greater than the Forward Cap Price, the Forward Cap Price; or (iii) if the Relevant Price on the Valuation Date for such Tranche is less than the Forward Floor Price, the Forward Floor Price.

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Forward Floor Price:		USD59.41
Forward Cap Price:		USD79.63
Prepayment:		Not Applicable
Variable Obligation:		Not Applicable
Exchange:		New York Stock Exchange
Related Exchanges:		All Exchanges
Calculation Agent:		Citibank, which shall make all calculations, adjustments and determinations in a commercially reasonable manner. All calculations, adjustments and determinations so made shall be binding absent manifest error. The Calculation Agent shall provide Counterparty and Citibank with a schedule of all calculations, adjustments and determinations in reasonable detail and in a timely manner, and consult with Counterparty and Citibank prior to making calculations, adjustments and determinations where reasonably practicable.
	4. Periodic Payments:
Periodic Payments:		In respect of each Tranche, on each Periodic Payment Date for such Tranche, Counterparty shall make a cash payment in immediately available funds to Citibank in an amount equal to the Periodic Payment Amount for such Periodic Payment Date for such Tranche; provided that Counterparty shall have the right, upon notice to Citibank at least 3 Scheduled Trading Days prior to the relevant Periodic Payment Date, to defer payment of all or any part of any such Periodic Payment, or any other Periodic Payment (or portion thereof) deferred to such Periodic Payment Date, until the next Periodic Payment Date but in no event later than the Settlement Date for such Tranche (including, for the avoidance of doubt, any early Settlement Date for such Tranche pursuant to Section 11). Any Periodic Payment (or portion thereof) that is so deferred shall bear interest at a rate equal to the Deferral Rate plus 0.50%, compounded (and reset) on each Periodic Payment Date for such Tranche and computed on the basis of the actual number of days elapsed in the relevant period over a 360-day year. On the day Counterparty makes any such deferred Periodic Payment (or portion thereof), Counterparty shall also pay interest accrued on such deferred Periodic Payment (or portion thereof).
Deferral Rate:		For each Periodic Payment Period for any Tranche (or other period for determination) the British Bankers Association Interest Settlement Rate that appears on page 3750 (or other appropriate page if the relevant currency does not appear on such page) of the Dow Jones Telerate Screen (or any

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	successor page) for deposits in the relevant currency with maturities comparable to such Periodic Payment Period (or other period for determination) as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Periodic Payment Period (or other period for determination) or, if such a rate does not appear on the Dow Jones Telerate Screen (or any successor page), the offered quotations to first-class banks in the London interbank market by Citibank N.A. for deposits in the relevant currency of amounts in same day funds comparable to the amount of the Periodic Payment for such Tranche (or portion thereof) being deferred with maturities comparable to such Periodic Payment Period (or other period of determination) determined as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Periodic Payment Period (or other period of determination).
Business Day:	A day on which banks are not required or authorized to close in New York, New York and on which banks are open for dealings in dollar deposits in the London interbank market.
Periodic Payment Dates:	For each Tranche, each of January 30, 2006, May 1, 2006, July 31, 2006, October 30, 2006, January 29, 2007, April 30, 2007, July 30, 2007, October 29, 2007, January 28, 2008, April 28, 2008, July 28, 2008 and September 25, 2008 (or, if any such day is not a Currency Business Day, the next following Currency Business Day); provided that if an early Settlement Date occurs with respect to such Tranche (or any portion thereof), (i) such early Settlement Date shall be a Periodic Payment Date with respect to such Tranche (or portion thereof) and (ii) any of the dates listed above occurring after such early Settlement Date shall not be a Periodic Payment Date for such Tranche (or portion thereof).
Currency Business Day:	Notwithstanding the Definitions, “Currency Business Day” means any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in New York and in Bermuda.
Periodic Payment Amount:	For any Periodic Payment Date for any Tranche, the sum of the Daily Payment Amounts for such Tranche for all calendar days during the relevant Periodic Payment Period.
Daily Payment Amount:	For any Tranche, for any calendar day, the product of (i) the Number of Shares for such Tranche on such day and (ii) USD0.0043932 per Share.
Periodic Payment Period:	For any Periodic Payment Date for any Tranche, the period beginning on and including the immediately preceding Periodic Payment Date for such Tranche (or, in the case of the first Periodic Payment Period for such Tranche, the date that follows the Trade Date by one Settlement Cycle) to but

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		excluding such Periodic Payment Date.
Failure to Pay:		For the avoidance of doubt, failure by Counterparty to make all or any part of any Periodic Payment on any Periodic Payment Date (other than a Periodic Payment Date that is a Settlement Date) when due shall not be an Event of Default.
	5. Valuation:
In respect of any Tranche:
Valuation Date:		For the first Tranche, September 26, 2008 and, for each subsequent Tranche, the Scheduled Trading Day immediately following the Valuation Date for the preceding Tranche.
Valuation Date Disruption:		If any Valuation Date is a Disrupted Day, such Valuation Date shall instead be the first succeeding Scheduled Trading Day that is not a Disrupted Day and is not, and is not deemed to be, the Valuation Date in respect of any other Tranche; provided that if such Valuation Date has not occurred pursuant to this sentence as of the Final Disruption Date, the Final Disruption Date shall be such Valuation Date (irrespective of whether such date is the Valuation Date in respect of any other Tranche) and the Relevant Price for such Tranche shall be the prevailing market price determined by the Calculation Agent.
Final Disruption Date:		December 15, 2008
Market Disruption Event:		The third and fourth lines of Section 6.3(a) of the Definitions are hereby amended by deleting the words “during the one hour period that ends at the relevant Valuation Time” and replacing them with “at any time prior to the relevant Valuation Time”.
	6. Settlement Terms:
In respect of any Tranche:
Settlement Currency:		USD
Settlement Method Election:		Not Applicable
Physical Settlement:		Applicable.
Representation and Agreement:		Notwithstanding Section 9.11 of the Definitions, the parties acknowledge that (i) any Shares delivered to Counterparty will be subject to restrictions and limitations arising from Counterparty’s status under applicable securities laws, and (ii) any Shares delivered to Citibank will be subject to restrictions and limitations under applicable securities laws,

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		as described in Section 12(d)(iii) below.
	7. Adjustments:
Method of Adjustment:		Calculation Agent Adjustment; provided that the sole adjustments in respect of any Extraordinary Dividend shall be that each of the Forward Floor Price and the Forward Cap Price shall be adjusted to be equal to the Forward Floor Price and the Forward Cap Price immediately prior to such adjustment minus the Extraordinary Dividend Amount for such Extraordinary Dividend; and provided further that any adjustment in respect of an Extraordinary Dividend will be effective with respect to any Tranche only if the ex-dividend date for such Extraordinary Dividend occurs during the period from but excluding the Trade Date to and including the Valuation Date for such Tranche.
Potential Adjustment Event:		For purposes hereof, the definition of “Potential Adjustment Event” shall not include clauses (iv) and (v) thereof.
Extraordinary Dividend:		For any Tranche, any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Definitions) the per Share amount or value of which differs from the Ordinary Dividend Amount for such dividend or distribution, as determined by the Calculation Agent. If no ex-dividend date for a dividend or distribution on the Shares occurs within any regular quarterly dividend period of Counterparty, Counterparty shall be deemed to have paid an Extraordinary Dividend in an amount of zero with an ex-dividend date occurring on the Periodic Payment Date (not including any Periodic Payment Date that is a Periodic Payment Date solely because it is a Settlement Date) occurring within such period.
Ordinary Dividend Amount:		USD0.42 for the first dividend or distribution on the Shares for which the ex-dividend date falls within a regular quarterly dividend period of Counterparty, and zero for any subsequent dividend or distribution on the Shares for which the ex-dividend date falls within the same regular quarterly dividend period; provided that with respect to any Tranche, the Ordinary Dividend Amount for any dividend or distribution on the Shares for which the ex-dividend date falls after the scheduled Valuation Date for such Tranche shall be USD0.00.
Extraordinary Dividend Amount:		For any Extraordinary Dividend, the per Share amount or value of such Extraordinary Dividend minus the Ordinary Dividend Amount for such Extraordinary Dividend (which difference may be a negative number).

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	8.Extraordinary Events:
New Shares:		In the definition of New Shares in Section 12.1(i) of the Definitions, the text in (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System (or their respective successors)”.
Consequences of Merger Events:
	(a) Share-for-Share:	Alternative Obligation
	(b) Share-for Other:	Cancellation and Payment, subject to Section 14(b).
	(c) Share-for-Combined:	Component Adjustment
Tender Offer:		Not applicable
Composition of Combined Consideration:		Not Applicable
Nationalization, Insolvency or Delisting:		Cancellation and Payment (subject to “Insolvency Filing” below and to Section 14(b), as applicable) In addition to the provisions of Section 12.6(a)(iii) of the Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
Determining Party:		For all applicable Extraordinary Events, Citibank
	9. Additional Disruption Events:
Change in Law:		Applicable; provided that Section 12.9(a)(ii) of the Definitions is hereby amended by replacing the phrase “the interpretation” in the third line thereof with the phrase “or public announcement of the formal or informal interpretation”.
Failure to Deliver:		Applicable
Insolvency Filing:		Not applicable; provided that notwithstanding anything to the contrary herein, in the ISDA Agreement or in the Definitions, upon the occurrence of an event of the type described in paragraph (vii) of Section 5(a) of the ISDA Agreement with respect to the Issuer, the Transaction shall automatically terminate on the date thereof without further liability of either party to this Confirmation to the other

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		party (except for any liability in respect of any breach of representation or covenant by a party under this Confirmation prior to the date of such order being granted).
	Hedging Disruption:	Not applicable
	Loss of Stock Borrow:	Applicable; provided that the phrase “at a rate equal to or less than the Maximum Stock Loan Rate” at the end of Section 12.9(a)(vii) of the Definitions shall be deleted.
	Increased Cost of Stock Borrow:	Not Applicable
	Hedging Party:	For all applicable Additional Disruption Events, Citibank
	Determining Party:	For all applicable Additional Disruption Events, Citibank
10. Non-Reliance:
	Non-Reliance:	Applicable
	Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
	Additional Acknowledgments:	Applicable

      11. Optional Early Settlement:

     (a) Counterparty may, by providing Citibank at least five Scheduled Trading Days’ prior written notice (a “Settlement Notice”), irrevocably elect to accelerate the Valuation Date for all or any portion of any Tranche to a Scheduled Trading Day specified by Counterparty in such Settlement Notice (such date, the “Early Valuation Date”).

     (b) If Counterparty elects to accelerate a portion but not all of any Tranche, the relevant Settlement Notice shall specify the number of Shares for such Tranche to be accelerated (such number, the “Early Settlement Number”), and (i) early settlement shall occur as described below as if the Number of Shares for such Tranche were the Early Settlement Number and (ii) such Tranche shall continue with its Number of Shares reduced by such Early Settlement Number.

     (c) If any Tranche is so accelerated, then (i) the Number of Shares for such Tranche shall be the Number of Shares for such Tranche (or, if only a portion of the Transaction is accelerated, the Early Settlement Number), (ii) the Forward Price for such Tranche shall be the Early Settlement Forward Price (as defined in Annex A) and (iii) in addition to the payment by Citibank provided in Section 9.2(a)(i) of the Definitions, Citibank shall, in respect of all Tranches (or portions thereof) so accelerated to the same Early Valuation Date, execute and deliver in favor of Counterparty, for no additional consideration, a transaction with the terms set forth in Annex A (such transaction, an “Additional Payment Transaction”). Effective as of any Early Valuation Date and prior to execution and delivery of a confirmation evidencing the related Additional Payment Transaction (such confirmation, an “Additional Payment Transaction Confirmation”), the parties hereto shall be deemed to have executed and delivered such Additional Payment Transaction Confirmation with the terms set forth in Annex A.

     (d) For the avoidance of doubt, the early settlement described above shall constitute a complete and final settlement of the relevant Tranche or Tranches or portion or portions thereof.

      12. Matters relating to the Purchase of Shares and Related Matters:

     (a) Conditions to Effectiveness. The effectiveness of this Confirmation on the Trade Date shall be subject to the following conditions:

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     (i) the representations and warranties of Counterparty contained in the Underwriting Agreement (the “Underwriting Agreement”) dated the date hereof among Counterparty, Citibank and Citigroup Global Markets Inc. and any certificate delivered pursuant thereto by Counterparty shall be true and correct on the Trade Date as if made as of the Trade Date;

     (ii) Counterparty shall have performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Trade Date;

     (iii) all of the conditions set forth in Section 5 of the Underwriting Agreement shall have been satisfied;

     (iv) all of the representations and warranties of Counterparty hereunder and under the ISDA Agreement shall be true and correct on the Trade Date as if made as of the Trade Date;

     (v) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the ISDA Agreement on or prior to the Trade Date; and

     (vi) each of Counterparty and Citibank shall have delivered to the other party a customary closing opinion in form and substance reasonably acceptable to the party receiving such opinion.

If delivery and payment for the Hedge Shares (as such term is defined in the Underwriting Agreement) shall not have occurred by the Closing Date (as such term is defined in the Underwriting Agreement), the parties shall have no further obligations in connection with the Transaction, other than in respect of breaches of representations or covenants on or prior to such date. If, for any reason, the prospectus contemplated by the Underwriting Agreement ceases to satisfy the requirements of the Underwriting Agreement prior to the completion by Citibank, its affiliates or the other underwriters of the sale of the Number of Shares, Citibank may reduce the Number of Shares hereunder to the number of Shares sold prior to such time.

     (b) Interpretive Letter. The parties intend for this Confirmation to constitute a “Contract” as described in the letter dated October 6, 2003 submitted by Robert W. Reeder and Leslie N. Silverman to Paula Dubberly of the staff of the Securities and Exchange Commission (the “Staff”) to which the Staff responded in an interpretive letter dated October 9, 2003 (the “Interpretive Letter”).

      (c) Agreements and Acknowledgments Regarding Shares.

     (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Citibank hereunder, such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim, any preemptive or similar rights or other encumbrance and shall, upon such issuance, be accepted for listing or quotation on the Exchange;

     (ii) Counterparty agrees and acknowledges that Citibank will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and each of Citibank and Counterparty currently believes that the Shares (up to the Number of Shares) delivered by Counterparty to Citibank in connection with the Transaction may be used by Citibank to close out open Share borrowings created in the course of Citibank’s hedging activities related to its exposure under the Transaction without further registration under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, Counterparty agrees that, subject to Section 12(d), the Shares that it delivers, pledges or loans to Citibank on or prior to the Settlement Date or Cash Settlement Payment Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System; and

     (iii) Counterparty agrees not to take any action to reduce or decrease the number of authorized and unissued Shares below the sum of the aggregate Number of Shares plus the total number of Shares issuable upon settlement (whether by net share settlement or otherwise) of any other transaction or agreement to which it is a party.

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     (d) Securities Laws Matters. If the belief of either Citibank or Counterparty stated in sub-paragraph (ii) of “Agreements and Acknowledgments Regarding Shares” above changes because of a change in law or a change in interpretation or the policy of the Securities and Exchange Commission or its staff, or either Citibank or Counterparty otherwise determines that in its reasonable opinion any Shares to be delivered to Citibank by Counterparty may not be freely returned by Citibank to securities lenders as described under such sub-paragraph (ii), then Counterparty may elect that any Shares delivered hereunder either be (x) registered pursuant to an effective registration statement covering public resale of such Shares (“Registered Shares”) or (y) issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof (“Restricted Shares”).

     (i) If Counterparty has elected to deliver Registered Shares, Counterparty shall have afforded Citibank and its counsel and other advisers a reasonable opportunity to conduct a due diligence investigation of Counterparty customary in scope for underwritten equity offerings, and Counterparty and Citibank shall have executed an agreement containing such terms, covenants, conditions, representations, warranties and indemnities substantially similar to such provisions that are customary for underwriting agreements in underwritten equity offerings.

     (ii) Delivery of Restricted Shares by Counterparty to Citibank (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Citibank. On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable either (x) the exemption pursuant to Section 4(2) of the Securities Act for the sale or deemed sale by Counterparty to Citibank (or any affiliate designated by Citibank) of the Restricted Shares or (y) the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Restricted Shares by Citibank (or any such affiliate of Citibank). Counterparty and Citibank shall execute an agreement containing customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Citibank, due diligence rights (for Citibank or any designated buyer of the Restricted Shares by Citibank), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Citibank. In the case of a delivery of Restricted Shares, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Citibank hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Citibank and may only be saleable by Citibank at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the ISDA Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Citibank to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (ii). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.

     (iii) If Counterparty delivers any Restricted Shares in respect of the Transaction, Counterparty agrees that (A) such Shares may be transferred freely among Citibank and the wholly owned direct and indirect subsidiaries of Citigroup Inc. and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed, Counterparty shall promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Citibank (or such affiliate of Citibank) to Counterparty or such transfer agent of seller’s and broker’s representation letters customarily delivered by Citibank or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Citibank (or such affiliate of Citibank).

      13. Representations and Covenants:

     (a) In connection with this Confirmation, the Transaction and any other documentation relating to the ISDA Agreement and any Additional Payment Transaction Confirmation and Additional Payment Transaction, each party to this Confirmation represents and acknowledges to the other party on the date hereof and on the date of any Additional Payment Transaction Confirmation that:

      (i) it is an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act; and

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     (ii) it is an “eligible contract participant” as defined in Section 1(a)(12) of the Commodity Exchange Act, as amended (the “CEA”), and this Confirmation and the Transaction hereunder or the relevant Additional Payment Transaction Confirmation and the relevant Additional Payment Transaction, as the case may be, are subject to individual negotiation by the parties and have not been executed or traded on a “trading facility” as defined in Section 1a(33) of the CEA.

     (b) Counterparty represents to Citibank on the Trade Date (and,in the case of clauses (i), (ii), (iii), (iv) and (v) below, on the Trade Date for each Additional Payment Transaction, and, in the case of clauses (vi) and (ix) below, on the date that Counterparty notifies Citibank that Net Share Settlement, Physical Settlement or Modified Physical Settlement (each as defined in Annex A) applies to any Additional Payment Transaction) that:

     (i) its financial condition is such that it has no need for liquidity with respect to its investment in the Transaction or any Additional Payment Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness;

     (ii) its investments in and liabilities in respect of the Transaction and any Additional Payment Transaction, which it understands are not readily marketable, is not disproportionate to its net worth, and it is able to bear any loss in connection with the Transaction or any Additional Payment Transaction, including the loss of its entire investment in the Transaction or any Additional Payment Transaction;

     (iii) it understands that Citibank has no obligation or intention to register the Transaction or any Additional Payment Transaction under the Securities Act or any state securities law or other applicable federal securities law;

     (iv) it understands that no obligations of Citibank to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any Affiliate of Citibank or any governmental agency;

     (v) IT UNDERSTANDS THAT THE TRANSACTION IS, AND ANY ADDITIONAL PAYMENT TRANSACTION WILL BE, SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS;

     (vi) each of its filings under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the date of this representation, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;

     (vii) it has reserved and will keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall then be issuable upon settlement of the Transaction;

     (viii) it is not entering into this Confirmation or the Additional Payment Transaction Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares);

     (ix) it is not in possession of any material non-public information regarding itself or the Shares;

     (x) it is entering into this Confirmation and the Transaction and any Additional Payment Transaction in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the

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Exchange Act, and it has not entered into or altered any hedging transaction relating to the Shares corresponding to or offsetting the Transaction or any Additional Payment Transaction;

     (xi) it is, and shall be as of the date of any payment or delivery by it hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages;

     (xii) it is not and, after giving effect to the transactions contemplated hereby or by any Additional Payment Transaction Confirmation, will not be required to registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

     (xiii) it is eligible to conduct a primary offering of Shares on Form S-3, the offering contemplated by the Underwriting Agreement complies with Rule 415 under the Securities Act, and the Shares are “actively traded” as defined in Rule 101(c)(1) of Regulation M (“Regulation M”) promulgated under the Exchange Act.

     (c) In connection with this Confirmation, the Transaction, any Additional Payment Transaction Confirmation and any Additional Payment Transaction, Counterparty agrees and acknowledges that:

     (i) it shall not enter into or alter any hedging transaction relating to the Shares corresponding to or offsetting the Transaction or any Additional Payment Transaction;

     (ii) it shall, upon obtaining knowledge of the occurrence of any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default, a Potential Event of Default, a Termination Event in respect of which it is an Affected Party, a Potential Adjustment Event, an Extraordinary Event or an Additional Disruption Event, notify Citibank within one Scheduled Trading Day of the occurrence of obtaining such knowledge;

     (iii) it shall not engage in any “distribution” (as defined in Regulation M) during the period starting on the Valuation Date for any Tranche to which Net Share Settlement, Physical Settlement or Modified Physical Settlement applies under any Additional Payment Transaction and ending on the first Exchange Business Day immediately following the last such Valuation Date; and

     (iv) it shall notify Citibank immediately of its intention to repurchase any Shares if the number of Shares so repurchased would be equal to or greater than 1% of the number of outstanding Shares immediately prior to such repurchase.

     (d) In connection with this Confirmation and the Transaction, Citibank shall (i) hedge its exposure to the Transaction by selling a number of Shares equal to the Number of Shares pursuant to the registration statement contemplated by the Underwriting Agreement and (ii) use any Shares delivered by Counterparty to Citibank in connection with the Transaction only to close out open Share borrowings created in the course of Citibank’s hedging activities related to its exposure under the Transaction.

      14. Miscellaneous:

     (a) Early Termination. The parties agree that, notwithstanding the definition of Settlement Amount in the ISDA Agreement, for purposes of Section 6(e) of the ISDA Agreement, Second Method and Loss will apply to the Transaction.

      (b) Payment on Early Termination and on Certain Extraordinary Events.

     If, subject to Section 14(c) below, one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the ISDA Agreement (a “Payment Obligation”), then, in lieu of either party

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fulfilling such Payment Obligation, Counterparty shall deliver to Citibank a number of Termination Delivery Units equal to the Number of Shares against payment by Citibank a purchase price equal to the sum of (i) (A) the sum for all Tranches of the products of (x) the Present Value (as defined in Annex A) of the Forward Floor Price for each Tranche as of date on which such Payment Obligation would have been due and (y) the Number of Shares for the relevant Tranche, minus (B) any accrued and unpaid Periodic Payments and any accrued and unpaid interest on any deferred Periodic Payments or portions thereof, plus (ii) the amount that would be payable by Citibank to Counterparty in respect of the relevant Early Termination Date under Section 6(d)(ii) of the ISDA Agreement or the Cancellation Amount that would be payable by Citibank to Counterparty under Section 12.7 or 12.9 of the Definitions, as the case may be, if the Transaction were the Additional Payment Transaction that Citibank would have been required to execute and deliver in favor of Counterparty if Counterparty had elected pursuant to the provisions of Section 11 to accelerate the Valuation Date for all then outstanding Tranches in full to the date on which such Payment Obligation would have been due. Such delivery and payment shall be made on the third Scheduled Trading Day (or, if such day is not both a Clearance System Business Day and a Currency Business Day, the next following Scheduled Trading Day that is both such days) immediately following the date on which such Payment Obligation would have been due. Notwithstanding anything to the contrary in the ISDA Agreement, for purpose of determining the Payment Obligation, the Transaction shall be deemed to be the only Transaction under the ISDA Agreement.

“Termination Delivery Unit” means (A) in the case of a Termination Event, an Event of Default or an Extraordinary Event (other than an Insolvency, Nationalization, Merger Event or Tender Offer), one Share or (B) in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If a Termination Delivery Unit consists of property other than cash or New Shares and Counterparty provides irrevocable written notice to the Calculation Agent on or prior to the Closing Date that it elects to deliver cash, New Shares or a combination thereof (in such proportion as Counterparty designates) in lieu of such other property, the Calculation Agent will replace such property with cash, New Shares or a combination thereof as components of a Termination Delivery Unit in such amounts, as determined by the Calculation Agent, as shall have a value equal to the value of the property so replaced. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.

     (c) Set-Off and Netting. Citibank agrees not to set-off or net amounts due from Counterparty with respect to the Transaction against amounts due from Citibank to Counterparty under obligations other than Equity Contracts. Section 2(c) of the ISDA Agreement as it applies to payments due with respect to the Transaction shall remain in effect and is not subject to the first sentence of this provision. In addition, upon the occurrence of an Event of Default of the type described in paragraph (vii) of Section 5(a) of the ISDA Agreement with respect to either party as the Defaulting Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X (if X is Counterparty, under an Equity Contract) owed to Y (whether or not matured or contingent and whether or not arising under this Confirmation, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y (if X is Counterparty, under an Equity Contract) owed to X (whether or not matured or contingent and whether or not arising under this Confirmation, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off or application effected under this provision. “Equity Contract” shall mean for purposes of this provision any transaction relating to Shares between X and Y that qualifies as ‘equity’ under applicable accounting rules. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this provision shall be effective to create a charge or other security interest. This provision shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

13

     (d) Maximum Share Delivery. Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver hereunder and under any Additional Payment Transaction, whether pursuant to Physical Settlement, Private Placement Settlement or otherwise, more than 10,000,000 Shares to Citibank in the aggregate.

     (e) Status of Claims in Bankruptcy. Citibank acknowledges and agrees that this Confirmation is not intended to convey to Citibank rights with respect to the transactions contemplated hereby that are senior to the claims of common shareholders in winding up of Counterparty; provided, however, that nothing herein shall limit or shall be deemed to limit Citibank’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to this Confirmation and the ISDA Agreement; and, provided, further, that nothing herein shall limit or shall be deemed to limit Citibank’s rights in respect of any transaction other than the Transaction.

     (f) No Collateral. Notwithstanding any provision of this Confirmation or the ISDA Agreement, or any other agreement between the parties, to the contrary, the obligations of Counterparty under the Transaction is not secured by any collateral. Without limiting the generality of the foregoing, if the ISDA Agreement or any other agreement between the parties includes an ISDA Credit Support Annex or other agreement pursuant to which Counterparty collateralizes obligations to Citibank, then the obligations of Counterparty hereunder will not be considered to be obligations under such Credit Support Annex or other agreement pursuant to which Counterparty collateralizes obligations to Citibank, and the Transaction shall be disregarded for purposes of calculating any Exposure or similar term thereunder.

     (g) Additional Share Delivery. If at any time Counterparty shall be required to pay any amount in cash to Citibank pursuant to any provision hereunder or under the ISDA Agreement (other than pursuant to Section 12.7 or 12.9 of the Definitions or Section 6(d)(ii) of the ISDA Agreement), Counterparty may, upon prior written notice to Citibank, in lieu of making such cash payment to Citibank, deliver a number of Shares (“Additional Shares”) with an aggregate value, as determined by the Calculation Agent based on the closing price of the Shares on the Exchange on the immediately preceding Exchange Business Day, equal to the amount of such cash payment. The parties acknowledge that any Additional Shares so delivered will not be registered for resale under applicable securities laws, and as a result the value thereof so determined by the Calculation Agent will reflect a commercially reasonable illiquidity discount. If, after using commercially reasonable efforts, Citibank cannot sell the additional Additional Shares so received from Counterparty so as to generate proceeds to Citibank in an amount equal to the amount of the cash payment otherwise owed by Counterparty, Counterparty shall, upon request, deliver Additional Shares to Citibank from time to time until such time as the aggregate proceeds from sales effected by Citibank in a commercially reasonable manner of all Additional Shares equals the amount of such cash payment. Citibank agrees that upon so generating an aggregate amount in proceeds from sales of Additional Shares equal to the amount of such cash payment, Citibank shall promptly pay to Counterparty any amount of such proceeds in excess of the amount of such cash payment and return to Counterparty any unsold Additional Shares to Counterparty.

     (h) Transfer. Citibank has the right to assign any or all of its rights and obligations under the Transaction to deliver or accept delivery of Shares to any of its affiliates; provided that such assignment shall only occur in respect of the Transaction when it has become obligatory that the Transaction be settled by the transfer of Shares; and provided, further, that Counterparty shall have recourse to Citibank in the event of failure by the assignee to perform any of such obligations hereunder. Notwithstanding the foregoing, the recourse to Citibank shall be limited to recoupment of Counterparty’s monetary damages and Counterparty hereby waives any right to seek specific performance by Citibank of its obligations hereunder. Such failure after any applicable grace period shall be deemed to be an Additional Termination Event, such Transaction shall be the only Affected Transaction and Citibank shall be the only Affected Party.

     (i) Severability; Illegality. If compliance by either party with any provision of the Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of the Transaction shall not be invalidated, but shall remain in full force and effect.

14

     (j) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND CITIBANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR ANY ADDITIONAL PAYMENT TRANSACTION OR THE ACTIONS OF CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

     (k) Confidentiality. Notwithstanding any provision in this Confirmation, in connection with Section 1.6011 -4 of the Treasury Regulations, the parties hereby agree that each party (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

     (l) 10b5-1. The parties intend for any settlement hereof to comply with the requirements of Rule 10b5-1(c)(1)(i)(A) under the Exchange Act and this Confirmation to constitute a binding contract or instruction satisfying the requirements of 10b5-1(c) and to be interpreted to comply with the requirements of Rule 10b5-1(c).

     (m) Beneficial Ownership. Notwithstanding anything to the contrary in the ISDA Agreement or this Confirmation, in no event shall Citibank be entitled to receive, or shall be deemed to receive, any Shares if, upon such receipt of such Shares by Citibank, its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and the rules promulgated thereunder) would be equal to or greater than 4.9% or more of the outstanding Shares. If any delivery owed to Citibank hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Citibank gives notice to Counterparty that such delivery would not result in Citibank directly or indirectly so beneficially owning in excess of 4.9% of the outstanding Shares.

     (n) Credit Support Document. The Collateral Appendix attached hereto as Annex B shall be a Credit Support Document with respect to Citibank.

      15.Addresses for Notice:

	If to Citibank:	Citibank, N.A.
		390 Greenwich Street
		New York, NY 10013
		Attention:	Corporate Equity Derivatives
		Facsimile:	(212) 723-8328
		Telephone:	(212) 723-7357
	with a copy to:	Citibank, N.A.
		250 West Street, 10th Floor
		New York, NY 10013
		Attention:	GCIB Legal Group—Derivatives
		Facsimile:	(212)  816-7772
		Telephone:	(212) 723-3837
	If to Counterparty:	PartnerRe Ltd.
		96 Pitts Bay Road,
		Pembroke HM 08
		Bermuda
		Facsimile:	(441) 292-7010
15

	Telephone:		(441) 292-0888
16. Accounts for Payment:
To Citibank:	Citibank, N.A.
	ABA #021000089
	DDA 00167679
	Ref: Equity Derivatives
To Counterparty:	JPMorgan Chase
	New York, New York
	ABA Number:	021 000 021
	SWIFT:	CHASUS33
	Favour:	JPMorgan Chase London
	SWIFT:	CHASGB2L
	Account:	0010962009
	Further Credit:	PartnerRe Ltd.
	Account:	22365002

     17. Delivery Instructions:

     Unless otherwise directed in writing, any Share to be delivered hereunder shall be delivered as follows:

     To Citibank:             To be advised.

     To Counterparty:      To be advised.

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		Yours sincerely,
		CITIBANK, N.A.
		By:	/s/ Herman Hirsch
			Name: Herman Hirsch
			Title: Authorized Representative
Confirmed as of the date first above written:
PARTNERRE LTD.
By:	/s/ Patrick Thiele
	Name: Patrick Thiele
	Title: President and CEO

Annex A

TERMS OF OPTIONAL EARLY SETTLEMENT
AND
FORM OF ADDITIONAL PAYMENT TRANSACTION

     Upon any Optional Early Settlement as described in the Forward Transaction Confirmation (as defined below), the Early Settlement Forward Price for any Tranche that is accelerated as so described shall be the discounted present value on the relevant early Settlement Date of the then-applicable Forward Floor Price, discounted from the scheduled Settlement Date for such Tranche using the rate per annum for U.S. dollar LIBOR for the relevant reference period, determined on the basis of the actual number of days elapsed over a 360-day year, as determined by the Calculation Agent (the “Present Value” of the Forward Floor Price for such Tranche as of such early Settlement Date).

     Each Additional Payment Transaction shall be evidenced by an Additional Payment Transaction Confirmation containing the terms set forth below and customary confirmation provisions such as those contained in the confirmation dated October 25, 2005 between PartnerRe Ltd. (“Counterparty”) and Citibank, N.A. (“Citibank”) (the “Forward Transaction Confirmation”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Forward Transaction Confirmation.

     For the avoidance of doubt, the transaction contemplated hereby (the “Additional Payment Transaction”) shall be a “Transaction” under the ISDA Agreement. Solely for purposes of the Definitions, the Additional Payment Transaction shall be considered a Share Option Transaction and shall have the following terms:

(1)	General Terms:
		Option Style:	European
		Option Type:	Call
		Seller:	Citibank
		Buyer:	Counterparty
		Shares:	The common stock, $1.00 par value per share, of Counterparty (Symbol: PRE).
		Trade Date:	The relevant Early Valuation Date
		Tranches:	The Additional Payment Transaction will be divided into individual Tranches corresponding to the Tranches under the Transaction evidenced by the Forward Transaction Confirmation (the “Forward Transaction”) to which the relevant Early Valuation Date related, each with the terms set forth in this Additional Payment Transaction Confirmation and in particular with the Number of Options and Expiration Date set forth below. The payments and deliveries to be made upon settlement of the Additional Payment Transaction will be determined separately for each Tranche as if each Tranche were a separate Transaction under the Agreement.

A-1

		Number of Tranches:	The number of the Tranches under the Forward Transaction to which the relevant Early Valuation Date related; provided that if (A) the Relevant Price on the Valuation Date for any Tranche is greater than the Cap Price and (B) Physical Settlement, Modified Physical Settlement or Net Share Settlement is applicable, such Tranche shall be further divided into additional Tranches if necessary such that if Counterparty were to purchase Shares equal to the Number of Options for each such Tranche in Rule 10b-18 purchases (as such term is defined in Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) on the Valuation Date for such Tranche, such Rule 10b-18 purchases could be made in a manner that meets the requirements for the safe harbor provided by Rule 10b-18.
		Number of Options:	For any Tranche, the Number of Shares for the corresponding Tranche under the Forward Transaction (or, if such corresponding Tranche was accelerated only in part, the Early Settlement Number for such corresponding Tranche); provided that if the Number of Tranches is increased pursuant to the proviso to “Number of Tranches” above, the Number of Options for each Tranche resulting from the further division described in such proviso shall be as set forth in such proviso.
		Strike Price:	The Forward Floor Price as of the relevant Early Valuation Date.
		Cap Price:	The Forward Cap Price as of the relevant Early Valuation Date.
		Premium:	None.
		Exchange:	New York Stock Exchange
		Related Exchanges:	All Exchanges
		Calculation Agent:	Citibank, which shall make all calculations, adjustments and determinations in a commercially reasonable manner. All calculations, adjustments and determinations so made shall be binding absent manifest error. The Calculation Agent shall provide Counterparty and Citibank with a schedule of all calculations, adjustments and determinations in reasonable detail and in a timely manner, and consult with Counterparty and Citibank prior to making calculations, adjustments and determinations where reasonably practicable.
(2)	Procedure for Exercise and Valuation:
	In respect of any Tranche:
		Expiration Time:	The Valuation Time

A-2

Expiration Date:	The Valuation Date for the corresponding Tranche under the Forward Transaction; provided that if the Number of Tranches is increased pursuant to the proviso to “Number of Tranches” above, the Expiration Dates for each Tranche resulting from the further division described in such proviso shall be the Scheduled Trading Day immediately following the latest of the Expiration Date for the final Tranche of the Additional Payment Transaction or any other Additional Payment Transaction and the Valuation Date for the final Tranche of the Forward Transaction; providedfurther that if any Expiration Date is a Disrupted Day, such Expiration Date shall instead be the first succeeding Scheduled Trading Day that is not a Disrupted Day and is not, and is not deemed to be, the Expiration Date in respect of any other Tranche of the Additional Payment Transaction or any other Additional Payment Transaction or the Valuation Date in respect of any Tranche under the Forward Transaction; and providedfurther that if such Expiration Date has not occurred pursuant to this sentence as of the Final Disruption Date, the Final Disruption Date shall be such Expiration Date (irrespective of whether such date is the Expiration Date in respect of any other Tranche of the Additional Payment Transaction or any other Additional Payment Transaction or the Valuation Date in respect of any Tranche of the Forward Transaction) and the Relevant Price for such Tranche shall be the prevailing market price determined by the Calculation Agent. Notwithstanding the foregoing and anything to the contrary in the Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make adjustments to the number of Options for the relevant Tranche for which such day shall be an Expiration Date and shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Options for such Tranche, and settlement of the Tranche shall be made on two Settlement Dates in respect of such Expiration Dates as if such Tranche were two separate Tranches. Such determinations and adjustments will be based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares.
Final Disruption Date:	January 26, 2009
Automatic Exercise:	If Cash Settlement is applicable, Applicable.
Seller’s Telephone Number, Facsimile Number and Contact Details for Purpose of Giving Notice:	Citibank, N.A. 390 Greenwich Street New York, NY 10013 Attention:      Equity Derivatives

A-3

		Facsimile:    (212) 723-8328 Telephone:   (212) 723-7357
	Relevant Price:	For any Valuation Date, if Cash Settlement is not applicable and the Relevant Price for the Scheduled Trading Day immediately preceding such Valuation Date is greater than the Cap Price, the 10b-18 VWAP Price minus USD0.05, or, otherwise, as set forth in Section 1.29 of the Definitions.
	10b-18 VWAP Price:	For any Valuation Date, the volume-weighted average price per Share at which the Shares trade on the Exchange on such day, excluding trades (i) that do not settle regular way, (ii) opening trades (regular way) reported in the consolidated system, (iii) trades effected during the 10 minutes before the scheduled close of trading on the Exchange and 10 minutes before the scheduled close of the primary trading session in the market where the trade is effected and (iv) trades on such day that do not satisfy the requirements of Rule 10b-18(b)(3) under the Exchange Act, as determined by the Calculation Agent by reference to Bloomberg Page “AQR SEC” (or any successor thereto) for the Issuer.
	Market Disruption Event:	The third and fourth lines of Section 6.3(a) of the Definitions are hereby amended by deleting the words “during the one hour period that ends at the relevant Valuation Time” and replacing them with “at any time prior to the relevant Valuation Time”.
(4)	Settlement Terms:
	In respect of any Tranche:
	Settlement Currency:	USD
	Settlement Method Election:	Applicable; provided that (i) for purposes of this Additional Payment Transaction Confirmation, Section 7.1 of the Definitions is hereby amended by adding the phrase “, Net Share Settlement, Modified Physical Settlement” after “Cash Settlement” in the sixth line thereof, (ii) if Counterparty elects Net Share Settlement, Physical Settlement or Modified Physical Settlement, it shall be deemed to have repeated the representations contained in section 13(b)(vi) and (ix) of the Forward Transaction Confirmation on the date of notice of such election and (iii) the same Settlement Method shall be applicable for all Tranches of all Additional Payment Transactions.
	Electing Party:	Buyer
	Settlement Method Election Date:	The fifth Scheduled Trading Day immediately preceding the first scheduled Valuation Date.
	Default Settlement Method:	Cash Settlement

A-4

Settlement Date:	In the case of Physical Settlement, Modified Physical Settlement and Net Share Settlement, the Settlement Date as defined in the Definitions, or, in the case of Cash Settlement, the Cash Settlement Payment Date as defined in the Definitions.
Strike Price Differential:	An amount equal to the lesser of: (i) the greater of (a) the Settlement Price minus the Strike Price and (b) zero; and (ii) the Cap Price minus the Strike Price.
Net Share Settlement:	If applicable, on the Settlement Date, Seller shall deliver to Buyer the Net Share Settlement Amount, and the provisions of Section 9.8, 9.9, 9.10, 9.11 and 9.12 of the Definitions will be applicable.
Net Share Settlement Amount:	The number of Shares (rounded down to the nearest whole Share) equal to the Option Cash Settlement Amount dividedby the Relevant Price.
Physical Settlement:	If applicable, settlement shall occur in accordance with Section 9.1 of the Definitions, provided that in addition to the payments and deliveries required thereunder, if the Relevant Price is greater than the Cap Price, Buyer shall pay to Seller the Additional Settlement Amount on the Settlement Date.
Additional Settlement Amount:	An amount in the Settlement Currency equal to the greater of (i) (x) the Relevant Price minus the Cap Price, multipliedby (y) the Option Entitlement multipliedby (z) the Number of Options; and (ii) zero.
Modified Physical Settlement:	If applicable, settlement shall occur in accordance with Section 9.1 of the Definitions; provided that in addition to the payments and deliveries required thereunder, if the Relevant Price is greater than the Cap Price, Seller’s delivery obligation shall be reduced by the Cap Share Adjustment, and Seller shall pay to Buyer an amount in the Settlement Currency for any fractional Share included in the Cap Share Adjustment solely due to rounding (at the Relevant Price).
Cap Share Adjustment:	A number of Shares (rounded up to the nearest whole Share) equal to (i) the Additional Settlement Amount dividedby (ii) the Relevant Price.
Settlement Price:	If Cash Settlement or Net Share Settlement is applicable, the Relevant Price; or if Physical Settlement or Modified Physical Settlement is applicable, the Strike Price.
Representation and Agreement:	Notwithstanding Section 9.11 of the Definitions, the parties acknowledge that any Shares delivered to Counterparty will be, upon such delivery, subject to restrictions and limitations

A-5

			arising from Counterparty’s status under applicable securities laws.
(5)	Adjustments:
		Method of Adjustment:	Calculation Agent Adjustment; provided that the sole adjustments in respect of any Extraordinary Dividend shall be that each of the Strike Price and the Cap Price shall be adjusted to be equal to the Strike Price and the Cap Price immediately prior to such adjustment minus the Extraordinary Dividend Amount for such Extraordinary Dividend; and providedfurther that any adjustment in respect of an Extraordinary Dividend will be effective with respect to any Tranche only if the ex-dividend date for such Extraordinary Dividend occurs during the period from but excluding the Trade Date to and including the Valuation Date for such Tranche.
		Potential Adjustment Event:	For purposes hereof, the definition of “Potential Adjustment Event” shall not include clauses (iv) and (v) thereof.
		Extraordinary Dividend:	For any Tranche, any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Definitions) the amount or value of which differs from the Ordinary Dividend Amount for such dividend or distribution, as determined by the Calculation Agent. If no ex-dividend date for a dividend or distribution on the Shares occurs within any regular quarterly dividend period of Counterparty, Counterparty shall be deemed to have paid an Extraordinary Dividend in an amount of zero with an ex-dividend date occurring on the Periodic Payment Date (not including any Periodic Payment Date that is a Periodic Payment Date solely because it is a Settlement Date) occurring within such period.
		Ordinary Dividend Amount:	USD0.42 for the first dividend or distribution on the Shares for which the ex-dividend date falls within a regular quarterly dividend period of Counterparty, and zero for any subsequent dividend or distribution on the Shares for which the ex-dividend date falls within the same regular quarterly dividend period; provided that with respect to any Tranche, the Ordinary Dividend Amount for any dividend or distribution on the Shares for which the ex-dividend date falls after the scheduled Valuation Date for such Tranche shall be USD0.00.
		Extraordinary Dividend Amount:	For any Extraordinary Dividend, the per Share amount or value of such Extraordinary Dividend minus the Ordinary Dividend Amount for such Extraordinary Dividend (which difference may be a negative number).

A-6

(6)	Extraordinary Events:
		New Shares:	In the definition of New Shares in Section 12.1(i) of the Definitions, the text in (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System (or their respective successors)”.
		Consequences of Merger Events:
		(a) Share-for-Share:	Alternative Obligation
		(b) Share-for Other:	Cancellation and Payment (Calculation Agent Determination), subject to Section 9(b).
		(c) Share-for-Combined:	Component Adjustment
		Tender Offer:	Not applicable
		Composition of Combined Consideration:	Not Applicable
		Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination), subject to Section 9(b). In addition to the provisions of Section 12.6(a)(iii) of the Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
		Determining Party:	For all applicable Extraordinary Events, Citibank
(7)	Additional Disruption Events:
		Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Definitions is hereby amended by replacing the phrase “the interpretation” in the third line thereof with the phrase “or public announcement of the formal or informal interpretation”.
		Failure to Deliver:	Applicable
		Insolvency Filing:	Not Applicable
		Hedging Disruption:	Not applicable
		Loss of Stock Borrow:	Not applicable

A-7

		Increased Cost of Stock Borrow:	Not Applicable
		Determining Party:	For all applicable Additional Disruption Events, Citibank
(8)	Acknowledgments:
		Non-Reliance:	Applicable
		Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
		Additional Acknowledgments:	Applicable
(9)	Miscellaneous:

     (a) Early Termination. The parties agree that Second Method and Loss will apply to the Additional Payment Transaction as such terms are defined under the 1992 ISDA Master Agreement (Multicurrency-Cross Border).

      (b) Payment on Early Termination and on Certain Extraordinary Events.

     If, subject to Section 9(c) below, one party owes the other party any amount in connection with the Additional Payment Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s control) (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to (A) if the amount is owed by Citibank, require Citibank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Citibank, confirmed in writing within one Scheduled Trading Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Termination Date, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur on the third Scheduled Trading Day (or, if such day is not both a Clearance System Business Day and a Currency Business Day, the next following Scheduled Trading Day that is both such days) following the date on which such Payment Obligation would have been due. Notwithstanding anything to the contrary in the ISDA Agreement, for purposes of determining the Payment Obligation, the Additional Payment Transaction shall be deemed to be the only Transaction under the ISDA Agreement.

“Termination Delivery Unit” means (A) in the case of a Termination Event, an Event of Default or an Extraordinary Event (other than an Insolvency, Nationalization, Merger Event or Tender Offer), one Share or (B) in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If a Termination Delivery Unit consists of property other than cash or New Shares and Counterparty provides irrevocable written notice to the Calculation Agent on or prior to the Closing Date that it elects to deliver (or, as applicable, have Citibank deliver) cash, New Shares or a combination thereof (in such proportion as Counterparty designates) in lieu

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of such other property, the Calculation Agent will replace such property with cash, New Shares or a combination thereof as components of a Termination Delivery Unit in such amounts, as determined by the Calculation Agent, as shall have a value equal to the value of the property so replaced. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.

     (c) Set-Off and Netting. Citibank agrees not to set-off or net amounts due from Counterparty with respect to the Transaction against amounts due from Citibank to Counterparty under obligations other than Equity Contracts. Section 2(c) of the ISDA Agreement as it applies to payments due with respect to the Transaction shall remain in effect and is not subject to the first sentence of this provision. In addition, upon the occurrence of an Event of Default of the type described in paragraph (vii) of Section 5(a) of the ISDA Agreement with respect to either party as the Defaulting Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X (if X is Counterparty, under an Equity Contract) owed to Y (whether or not matured or contingent and whether or not arising under this Confirmation, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y (if X is Counterparty, under an Equity Contract) owed to X (whether or not matured or contingent and whether or not arising under this Confirmation, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off or application effected under this provision. “Equity Contract” shall mean for purposes of this provision any transaction relating to Shares between X and Y that qualifies as ‘equity’ under applicable accounting rules. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this provision shall be effective to create a charge or other security interest. This provision shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

     (d) Maximum Share Delivery. Notwithstanding any other provision of this Additional Payment Confirmation, in no event will Counterparty be required to deliver hereunder, under any other Additional Payment Transaction and under the Forward Transaction more than 10,000,000 Shares to Citibank in the aggregate.

     (e) Status of Claims in Bankruptcy. Citibank acknowledges and agrees that the Additional Payment Transaction, is not intended to convey to Citibank rights with respect to any Transaction that are senior to the claims of common shareholders in winding up of Counterparty; provided that nothing herein shall limit or shall be deemed to limit Citibank’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to the Additional Payment Transaction; and provided further that nothing herein shall limit or shall be deemed to limit Citibank’s rights in respect of any transactions other than the Additional Payment Transaction.

     (f) No Collateral. Notwithstanding any provision of this Additional Payment Confirmation, or any other agreement between the parties, to the contrary, the obligations of Counterparty under the Additional Payment Transaction are not secured by any collateral. Without limiting the generality of the foregoing, if the Agreement or any other agreement between the parties includes an ISDA Credit Support Annex or other agreement pursuant to which Counterparty collateralizes obligations to Citibank, then the obligations of Counterparty hereunder will not be considered to be obligations under such Credit Support Annex or other agreement pursuant to which Counterparty collateralizes obligations to Citibank, and the Additional Payment Transaction shall be disregarded for purposes of calculating any Exposure, Market Value or similar term thereunder.

     (g) Additional Share Delivery. If at any time Counterparty shall be required to pay any amount in cash to Citibank pursuant to any provision hereunder or under the ISDA Agreement (other than pursuant to Section 12.7 or 12.9 of the Definitions or Section 6(d)(ii) of the ISDA Agreement), Counterparty may, upon prior written notice to Citibank, in lieu of making such cash payment to Citibank, deliver a number of Shares (“Additional

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Shares”) with an aggregate value, as determined by the Calculation Agent based on the closing price of the Shares on the Exchange on the immediately preceding Exchange Business Day, equal to the amount of such cash payment. The parties acknowledge that any Additional Shares so delivered will not be registered for resale under applicable securities laws, and as a result the value thereof so determined by the Calculation Agent will reflect a commercially reasonable illiquidity discount. If, after using commercially reasonable efforts, Citibank cannot sell the additional Additional Shares so received from Counterparty so as to generate proceeds to Citibank in an amount equal to the amount of the cash payment otherwise owed by Counterparty, Counterparty shall, upon request, deliver Additional Shares to Citibank from time to time until such time as the aggregate proceeds from sales effected by Citibank in a commercially reasonable manner of all Additional Shares equals the amount of such cash payment. Citibank agrees that upon so generating an aggregate amount in proceeds from sales of Additional Shares equal to the amount of such cash payment, Citibank shall promptly pay to Counterparty any amount of such proceeds in excess of the amount of such cash payment and return to Counterparty any unsold Additional Shares to Counterparty.

     (h) Transfer. Citibank has the right to assign any or all of its rights and obligations under the Additional Payment Transaction to deliver or accept delivery of Shares to any of its affiliates; provided that such assignment shall only occur in respect of the Additional Payment Transaction when it has become obligatory that the Additional Payment Transaction be settled by the transfer of Shares; and provided, further, that Counterparty shall have recourse to Citibank in the event of failure by the assignee to perform any of such obligations hereunder. Notwithstanding the foregoing, the recourse to Citibank shall be limited to recoupment of Counterparty’s monetary damages and Counterparty hereby waives any right to seek specific performance by Citibank of its obligations hereunder. Such failure after any applicable grace period shall be deemed to be an Additional Termination Event, such Additional Payment Transaction shall be the only Affected Transaction and Citibank shall be the only Affected Party.

     (i) Severability; Illegality. If compliance by either party with any provision of the Additional Payment Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of the Additional Payment Transaction shall not be invalidated, but shall remain in full force and effect.

     (j) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND CITIBANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ADDITIONAL PAYMENT TRANSACTION OR THE ACTIONS OF CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

     (k) Confidentiality. Notwithstanding any provision in this Additional Payment Confirmation, in connection with Section 1.6011 -4 of the Treasury Regulations, the parties hereby agree that each party (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the Additional Payment Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

     (l) 10b5-1. The parties intend for any Cash Settlement to comply with the requirements of Rule 10b5-1(c)(1)(i)(A) under the Exchange Act and this Additional Payment Confirmation to constitute a binding contract or instruction satisfying the requirements of 10b5-1(c) and to be interpreted to comply with the requirements of Rule 10b5-1(c).

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     (m) Acknowledgments and Agreements With Respect To Hedging and Market Activity. In connection with settlement of the Additional Payment Transaction, Counterparty acknowledges and agrees that, without limiting the generality of Sections 13.1, 13.2 and 13.4 of the Definitions:

     (i) Citibank shall make its own determination as to whether, when or in what manner any hedging or market activities in the Counterparty’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the 10b-18 VWAP Price; and

     (ii) any market activities of Citibank and its affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the 10b-18 VWAP Price, each in a manner that may be adverse to Counterparty.

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ANNEX B

COLLATERAL APPENDIX
in respect of the
CONFIRMATION
of the
TRANSACTION
between
PARTNERRE LTD
and
CITIBANK, N.A.

     This Collateral Appendix (this “Collateral Appendix”) supplements, forms part of and is subject to, the above-referenced Confirmation dated as of October 25, 2005 (the “Confirmation”) between PartnerRe Ltd. (“Secured Party”) and Citibank, N.A. (“Pledgor”) and the Agreement referred to therein, and is a Credit Support Document under the Agreement with respect to the Pledgor. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Confirmation.

     In consideration of their mutual covenants contained herein and to secure the performance by Pledgor of Pledgor’s obligations under the Transaction and the observance and performance of the covenants and agreements contained herein and in the Confirmation, the parties hereto, intending to be legally bound, hereby mutually covenant and agree as follows:

      1. Definitions.

As used herein, the following words and phrases shall have the following meanings:

“Authorized Officer” of Pledgor means any officer as to whom Pledgor shall have delivered notice to Secured Party that such officer is authorized to act hereunder on behalf of Pledgor.

“Collateral” has the meaning provided in Section 2(a) of this Collateral Appendix;

“Collateral Account” has the meaning provided in Section 4(e) of this Collateral Appendix;

“Collateral Event of Default” means, at any time, the failure at any time of the Security Interests to constitute valid and perfected security interests in all of the Collateral, subject to no prior or equal Lien, and, with respect to any Collateral consisting of securities or security entitlements (each as defined in Section 8-102 of the UCC), as to which Secured Party has Control, or, in each case, assertion of such by Pledgor in writing;

“Control” means “control” as defined in Section 8-106 and Section 9-106 of the UCC;

“Custodian” means the custodian appointed by Secured Party and identified to Pledgor;

“Default Event” means any Event of Default with respect to Pledgor or any Termination Event with respect to which Pledgor is the Affected Party or an Affected Party;

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“Excluded Proceeds” means any ordinary interest payment in respect of the Loan unless such interest payment is made after the occurrence and during the continuance of any Default Event;

“Lien” means any lien, mortgage, security interest, pledge, charge or encumbrance of any kind;

“Loan” means any outstanding principal amount of the advance made and any accrued and unpaid interest owed by the Secured Party to the Pledgor under the Loan Agreement.

“Loan Agreement” means the loan agreement dated as of October 25, 2005 between the Pledgor and the Secured Party.

“Loan Collateral” has the meaning provided in Section 6 of this Collateral Appendix.

“Location” means, with respect to any party, such party’s “location” within the meaning of Section 9-307 of the UCC;

“Perfection Certificate” has the meaning provided in Section 3(e) of this Collateral Appendix.

“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof;

“Retained Proceeds” has the meaning provided in Section 6(a) of this Collateral Appendix;

“Security Interests” means the security interests in the Collateral created hereby;

“UCC” means the Uniform Commercial Code as in effect in the State of New York.

2.	The Security Interests.
	In order to secure the full and punctual observance and performance of the covenants and agreements contained herein, in the Confirmation and in the Agreement:
(a)	Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor’s right, title and interest in and to and under (whether now existing or hereafter acquired):
	(i)	the Loan Agreement;
	(ii)	any and all principal, interest, and all other payments and other moneys due or to become due, and any and all claims, rights, powers, remedies, title and interests of the Pledgor in and to or under or arising out of the Loan Agreement;

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(iii)	the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), and other funds, property or assets from time to time held therein or credited thereto;
(iv)	any and all cash and cash equivalents deposited in the Collateral Account as substitute collateral as permitted by Section 6 below; and
(v)	all proceeds of the foregoing, including without limitation any amounts received by Pledgor in repayment of the Loan or in connection with any assignment of or sale of participations in the Loan pursuant to the Loan Agreement (together with (i) through (iii) above collectively called the “Collateral”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Collateral Appendix.

(b) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

3.	Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party that:
	(a)	Pledgor owns and, at all times prior to the release of the Collateral pursuant to the terms of this Collateral Appendix, will own the Collateral free and clear of any Liens created by the Pledgor (other than the Security Interests).
	(b)	Except for the filings described in 4(b) below, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Collateral Appendix or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests.
	(c)	Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Collateral Appendix or that might limit Secured Party in any such enforcement.
	(d)	The Location of Pledgor (within the meaning of Section 9-307 of the UCC) is New York, and under the Uniform Commercial Code as in effect in such Location, no local filing is required to perfect a security interest in collateral consisting of general intangibles.
	(e)	Pledgor has delivered to Secured Party a perfection certificate substantially in the form attached as Appendix A hereto, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of Secured Party, and signed by an Authorized Officer of Pledgor (the “Perfection Certificate”).

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4.	Certain Covenants of Pledgor. Pledgor agrees that, so long as any of Pledgor’s obligations under the Agreement remain outstanding:
	(a)	Pledgor shall ensure at all times that a Collateral Event of Default shall not occur.
	(b)	Pledgor shall, at its own expense and in such manner and form as Secured Party may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a) of the UCC) or (iii) enable Secured Party to exercise and enforce its rights hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be carbon, photographic, photostatic or other reproductions of this Collateral Appendix or of a financing statement relating to this Collateral Appendix) that Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests, including without limitation a UCC-1 financing statement in the form of Appendix B attached hereto filed in the appropriate filing offices in each jurisdiction identified in Part 1 of the Perfection Certificate.
	(c)	Pledgor shall warrant and defend Pledgor’s title to the Collateral, subject to the rights of Secured Party, against the claims and demands of all persons. Secured Party may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral.
	(d)	Pledgor agrees that Pledgor shall not change (i) Pledgor’s name, identity or corporate / organizational structure in any manner or (ii) Pledgor’s Location, unless Pledgor shall have given Secured Party not less than 10 days’ prior notice thereof.
	(e)	Pledgor agrees that Pledgor shall not (i) create any Lien (other than the Security Interests) upon or with respect to the Collateral, (ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral (other than assignments and participations permitted by the Loan Agreement at par and for cash proceeds that are deposited in a securities account (as defined in Section 8-501 of the UCC) (the “Collateral Account”) of Secured Party maintained by the Custodian) or (iii) enter into or consent to any agreement pursuant to which any person other than Pledgor, Secured Party and any securities intermediary through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have Control in respect of any Collateral.
	(f)	Pledgor agrees that Pledgor shall forthwith upon demand pay to Secured Party: (i) the amount of any taxes that Secured Party or the Custodian may have been required to pay by reason of income or profit attributable to amounts held in the Collateral Account or to free any of the Collateral from any Lien thereon; and (ii) the amount of any and all costs and expenses, including the fees and

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		disbursements of counsel and of any other experts, that Secured Party or the Custodian may incur in connection with (A) the enforcement of this Collateral Appendix, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of the Security Interests, (B) the collection, sale or other disposition of any of the Collateral, (C) the exercise by Secured Party of any of the rights conferred upon it hereunder or (D) any Default Event. Any such amount not paid on demand shall bear interest (computed on the basis of a year of 360 days and payable for the actual number of days elapsed) at a rate per annum equal to 5% plus the prime rate as published from time to time in The Wall Street Journal, Eastern Edition.
5.	Administration of Collateral.
	(a)	Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds, excluding any Excluded Proceeds, but including, without limitation, proceeds from the assignments and participations permitted by the Loan Agreement at par and for cash that is deposited in the Collateral Account and interest on the Collateral Account; provided that Secured Party shall have such right with respect to any and all proceeds, including without limitation any Excluded Proceeds, after the occurrence and during the continuance of a Default Event (such proceeds as Secured Party shall have the right to receive and retain at any time, “Retained Proceeds”), and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such Retained Proceeds that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party, be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement).
	(b)	If on any Business Day Secured Party determines that no Default Event or failure by Pledgor to meet any of Pledgor’s obligations under Sections 4 or 5 hereof has occurred and is continuing, Pledgor may obtain the release from the Security Interests of any Collateral consisting of payments of principal to be made under the Loan Agreement or, if Pledgor shall have disposed of the loan under the Loan Agreement, consisting of cash or cash equivalents held in the Collateral Account (the “Released Payment”) upon delivery to Secured Party of a written notice from Pledgor certifying that Pledgor has made a payment to Secured Party pursuant to the Confirmation and the Agreement and the cash portion of such payment equals the amount of the Released Payment.
6.	Substitution of Collateral.
	Pledgor may, at any time, so long as no Default Event has occurred and is continuing, substitute cash or cash equivalents for the Collateral consisting of Pledgor’s right, title and interest in and to and under the Loan Agreement (the “Loan Collateral”) in the manner provided in the following sentence. Upon the posting of cash or cash equivalents to the Collateral Account in an aggregate amount equal to the then outstanding principal amount of the Loan, the Security Interests in the Loan Collateral shall be released.

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7.	Remedies upon Default Events.
	If any Default Event shall have occurred and be continuing, Secured Party may exercise all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised).
8.	Termination of Collateral Appendix.
	This Collateral Appendix and the rights hereby granted by Pledgor in the Collateral shall cease, terminate and be void upon fulfillment of all of the obligations of Pledgor under the Confirmation and hereunder. Any Collateral remaining at the time of such termination shall be fully released and discharged from the Security Interests and delivered to Pledgor by Secured Party, all at the request and expense of Pledgor.

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Appendix A

FORM OF PERFECTION CERTIFICATE

     The undersigned, an Authorized Officer of Citibank, N.A. (“Citibank”), hereby certifies, pursuant to Section 3(e) of the Collateral Appendix forming a part of the Confirmation dated as of October 25, 2005 between PartnerRe Ltd. and Citibank (the “Collateral Appendix”) (terms defined therein being used herein as defined in the Collateral Appendix), that:

     1. Jurisdiction of Organization. Citibank is a national banking association formed under the laws of the United States of America.

     2. Name. The exact corporate name of Citibank as it appears in its articles of association is Citibank, N.A.

     3. Prior Names. Set forth below is each other corporate name that Citibank has had within the past five years, together with the date of the relevant change:

     (b) Citibank has not changed its corporate structure in any way within the past five years.

     4. Current Locations. The chief executive office of Citibank is located at the following address:

Mailing Address County State

Name:

Date:

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Appendix B

FORM OF UCC-1 FINANCING STATEMENT

SCHEDULE A TO FINANCING STATEMENT NAMING
CITIBANK, N.A., AS DEBTOR,
AND PARTNERRE LTD.,
AS SECURED PARTY

     This financing statement covers the right, title and interest of Citibank N.A. (the “Debtor”) in and to the following (all of which is hereinafter collectively referred to as the “Collateral”):

(i)	the Loan Agreement;
(ii)	any and all principal, interest, and all other payments and other moneys due or to become due, and any and all claims, rights, powers, remedies, title and interests of the Debtor in and to or under or arising out of the Loan Agreement;
(iii)	the Collateral Account and all securities and other financial assets (each as defined in Section 8- 102 of the UCC), and other funds, property or assets from time to time held therein or credited thereto;
(iv)	any and all cash and cash equivalents deposited in the Collateral Account as substitute collateral; and
(v)	all proceeds of the Collateral described in the foregoing clauses (i) through (iii), including without limitation any amounts received by the Debtor in repayment of the Loan or in connection with any assignment of or sale of participations in the Loan pursuant to the Loan Agreement.

     As used in this Schedule A, the following capitalized terms have the meanings specified below (such meanings being equally applicable to both the singular and plural forms of the terms defined):

     “Collateral Account” means a securities account (as defined in Section 8-501 of the UCC) to be established in the name of the Secured Party at the offices of the Custodian in which or to which certain of the Collateral is to be deposited or credited.

      “Custodian” means the custodian appointed by the Secured Party and identified to the Debtor.

     “Loan” means any outstanding principal amount of the advance made and any accrued and unpaid interest owed by the Secured Party to the Debtor under the Loan Agreement.

     “Loan Agreement” means the loan agreement dated as of October 25, 2005 between the Debtor and the Secured Party.

      “Secured Party” means PartnerRe Ltd.

      “UCC” means the Uniform Commercial Code as in effect in the State of New York.

B-B-1

EX-99.1

Exhibit 99.1

EXECUTION COPY

9,181,570 Shares

PARTNERRE LTD.

COMMON SHARES,
PAR VALUE $1.00 PER SHARE

UNDERWRITING AGREEMENT

October 25, 2005

CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street
New York, New York 10013

CITIBANK, N.A.
c/o CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

     PartnerRe Ltd., a Bermuda company (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (the “Underwriter”) 2,448,980 (the “Firm Shares”) of its common shares, par value $1.00 per share (“Common Shares”). Additionally, Citibank, N.A. (the “Forward Counterparty”) proposes to sell to the Underwriter 4,207,869 Common Shares (the “HedgeShares” and, together with the Firm Shares, the “Shares”). The Forward Counterparty has entered into a forward stock purchase agreement, consisting of a Confirmation (which incorporates the terms of an ISDA Master Agreement) dated the date hereof, with the Company (the “Forward Purchase Contract”), pursuant to which the Company has agreed to issue, and the Forward Counterparty has agreed to purchase, pursuant to the terms of such Forward Purchase Contract, a number of Common Shares specified thereunder. The Forward Counterparty or its affiliates also propose to sell from time to time an additional 2,524,721 Common Shares (the “Additional Shares”), which the Forward Counterparty or its affiliates will sell in connection with the Forward Purchase Contract.

     The Company has filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (the “Securities Act”), a registration statement on Form S-3 (registration no. 333-124713), including the related prospectus, relating to the registration of certain securities of the Company, including the Shares and the Additional Shares, to be sold from time to time. The registration statement, as amended to the date of this Agreement, is hereinafter referred to as the “Registration Statement,” and the prospectus included therein at the time the Registration Statement became effective, is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement dated October 25, 2005 (the “Prospectus Supplement”), relating to the Shares and

the Additional Shares, in the form first used to confirm sales of the Shares is hereinafter referred to as the “Prospectus.” If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference to the Registration Statement, the Basic Prospectus, any preliminary form of prospectus previously filed with the Commission pursuant to Rule 424 of the Securities Act or the Prospectus shall be deemed to refer to and include the documents incorporated therein by reference pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the effective date of the Registration Statement or the issue date of such preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the effective date of the Registration Statement or the issue date of any preliminary prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference.

     1.Representations and Warranties of the Company. The Company represents and warrants to and agrees with the Underwriter and the Forward Counterparty that:

     (a)The Company and the transactions contemplated by this Agreement meet the requirements for using Form S-3 under the Securities Act. The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, contemplated by the Commission.

     (b)(i) The Registration Statement, when it became effective, did not and, as amended and supplemented, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus, as of its issue date and, as amended or supplemented, if applicable, complied or will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iii) the Prospectus as of its issue date and, as amended or supplemented, if applicable, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 1(b) do not apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use therein. Each document filed or to be filed pursuant to the Exchange Act, and incorporated by reference in the Prospectus, did not contain or will not contain when so filed any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and complied or will comply when so filed in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder. No order preventing or suspending the use of any preliminary prospectus has been issued by the Commission and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company, threatened or contemplated by the Commission.

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     (c)The Company has been duly organized, is validly existing as a company in good standing (including as an exempted company) under the laws of Bermuda, has the power and authority to own, lease and operate its property and to conduct its business as described in the Registration Statement and the Prospectus and is duly registered, qualified and authorized to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership, leasing or operation of property requires such registration, qualification or authorization, except to the extent that the failure to be so registered, qualified or authorized or be in good standing would not have a material adverse effect on the condition, financial or otherwise, or on the earnings, business or operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

     (d)Partner Reinsurance Company Ltd., a Bermuda company (“Partner Reinsurance”), PartnerRe Reinsurance Company of the U.S. (“PartnerRe U.S.”) and PartnerRe S.A., a French société anonyme (and, collectively with Partner Reinsurance and PartnerRe U.S., the “Subsidiaries”), are each wholly owned, directly or indirectly, by the Company, except in the case of PartnerRe S.A. for director’s qualifying shares, and are the only “significant subsidiaries” of the Company within the meaning of Rule 405 under the Securities Act. Each of the Subsidiaries has been duly organized, is validly existing as a company, corporation or other legal entity, as the case may be, in good standing (including, in the case of Partner Reinsurance, as an exempted company) under the laws of the jurisdiction of its organization, has the power and authority to own, lease and operate its property and to conduct its business as described in the Registration Statement and the Prospectus and is duly registered, qualified and authorized to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership, leasing or operation of property requires such registration, qualification or authorization, except to the extent that the failure to be so registered, qualified or authorized or be in good standing would not have a Material Adverse Effect; and all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable and are, except in the case of PartnerRe S.A. for director’s qualifying shares, owned directly or indirectly by the Company, free and clear of all security interests, liens, encumbrances, equities or claims.

     (e)All of the outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable, conform as to legal matters to the descriptions thereof contained in the Prospectus and are not and will not be subject to any preemptive or similar rights.

     (f)This Agreement has been duly authorized, executed and delivered by the Company.

     (g)The Shares and the Additional Shares conform as to legal matters to the description thereof contained in the Prospectus.

     (h)The Firm Shares have been duly authorized and, when the Firm Shares are issued and delivered pursuant to this Agreement, such shares will have been validly issued, fully paid and nonassessable.

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     (i)Applications have been made to list the Firm Shares on the New York Stock Exchange.

     (j)The issuance of the Firm Shares will not be subject to any preemptive rights other than those that have been waived.

     (k)None of the Company nor any of the Subsidiaries is (i) in violation of its certificate of incorporation, memorandum of association or bye-laws or other organizational documents, (ii) in violation of any law, ordinance, administrative or governmental rule or regulation applicable to any of them or any of their respective properties (except where any such violation or violations individually or in the aggregate would not have a Material Adverse Effect), (iii) in violation of any judgment, injunction, restraining order, decree or order of any nature (collectively, any “Order”) of any court, tribunal, regulatory body, administrative agency or other governmental body, commission, agency, or official, or any arbitrator or self-regulatory organization (including, without limitation, any insurance regulatory agency or body) (collectively, a “Regulatory Authority”) having jurisdiction over any of them (except where any such violation or violations individually or in the aggregate would not have a Material Adverse Effect), or (iv) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any contract, agreement, indenture, lease or other instrument to which any of the Company or the Subsidiaries is a party or by which any of them is bound or to which any of their respective properties or assets is subject, and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default (except where any such default or defaults individually or in the aggregate would not have a Material Adverse Effect).

     (l)Neither the execution and delivery by the Company of, or the performance by it of its obligations under, this Agreement, nor the consummation of the transactions contemplated hereby, will (A) conflict with or contravene any provision of (i) any applicable statute, law, regulation, ruling or filing, (ii) the memorandum of association, certificate of incorporation, bye-laws or other organizational documents of any of the Company or the Subsidiaries, (iii) any bond, debenture, note or other evidence of indebtedness or any agreement, indenture, lease or other instrument to which any of the Company or the Subsidiaries is a party or by which any of them is or may be bound or to which any of their respective properties or assets is or may be subject, or (iv) any Order of any Regulatory Authority that is applicable to any of the Company or the Subsidiaries or any of their respective properties, except, with respect to the foregoing clauses (i), (iii), and (iv), to the extent such conflict or contravention would not have a Material Adverse Effect, or (B) result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Company or the Subsidiaries pursuant to the terms of any agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the property or assets of any of them is subject (except where any such lien, charge or encumbrance would not have a Material Adverse Effect).

     (m)No consent, approval, authorization or order of, qualification with, or registration or filing with any Regulatory Authority applicable to the Company or any of its properties is required for the performance by the Company of its obligations under this

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Agreement, except such as may be required (1) for registrations and filings under the Securities Act or the Exchange Act, (2) under the Insurance Laws (as defined below) or under the Investment Business Act 1998 of Bermuda, (3) under the securities or Blue Sky or insurance securities laws of the various states in connection with the offer and sale of the Shares and Additional Shares and (4) Bermuda Monetary Authority approval, all of which have been or will be effected on or prior to the Closing Date.

     (n)The consolidated financial statements of the Company (together with related schedules and notes) included in the Registration Statement and Prospectus comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and present fairly the consolidated financial position of the Company as at the dates indicated and the results of its operations and its cash flows for the periods specified; such financial statements and related schedules and notes have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis during the periods involved.

     (o)There has not occurred any material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or the earnings, business or operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Registration Statement and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

     (p)There are no legal or governmental proceedings pending or, to the knowledge of any of the Company or the Subsidiaries, threatened to which any of them is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, agreements, contracts, indentures, leases, or other instruments or documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement or to any documents incorporated by reference therein that are not described or filed as required.

     (q)Each of the Company and the Subsidiaries (i) is in compliance with the applicable requirements of the insurance statutes, including the statutes relating to companies which control insurance companies, and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (“Insurance Laws”) of its jurisdiction of incorporation, and (ii) has filed all reports, information statements, documents, and other information required to be filed thereunder, except in the case of the foregoing clauses (i) and (ii) where the failure to comply would not have a Material Adverse Effect; each of the Company and its Subsidiaries (as applicable) maintains its books and records in accordance with and is in compliance with the Insurance Laws of other jurisdictions which are applicable to any of them, except where the failure to comply would not have a Material Adverse Effect.

     (r)Each of the Company and the Subsidiaries possesses such consents, authorizations, approvals, orders, franchises, licenses, certificates (including certificates of authority), or permits issued by any regulatory agencies or bodies (collectively, “Permits”) of and from, and has made all declarations and filings with, all Regulatory Authorities which are necessary to conduct the business as described in the Registration Statement and the Prospectus,

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except where the failure to possess such Permits or to make such declarations or filings would not have a Material Adverse Effect; all of such Permits are in full force and effect, and neither the Company nor the Subsidiaries has received any notification from any Regulatory Authority, in the United States, its jurisdiction of organization or elsewhere concerning any alleged violation of the terms of, or proposed proceeding to revoke or that could reasonably be expected to lead to the revocation, modification, termination, suspension or any other material impairment of the rights of the holder of any Permit or to the effect that any additional Permit from such authority, commission or body is needed to be obtained by any of them or that any of them is not in compliance with any applicable Insurance Laws; and no insurance regulatory agency or body has issued any order or decree impairing, restricting or prohibiting the payment of any dividends by either of the Company or the Subsidiaries or the continuation of the business of any of them as currently conducted.

     (s)Each preliminary prospectus relating to the Shares and the Additional Shares filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

     (t)The Company is not, and after giving effect to the offering and sale of the Firm Shares and the application of the proceeds thereof as described in the Prospectus, will not be, required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

     (u)There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to include any securities of the Company with the Shares and the Additional Shares registered pursuant to the Registration Statement or, except as described in the Prospectus and Registration Statement, to file a registration statement under the Securities Act with respect to any securities of the Company, in each case, other than such rights as have been waived.

     (v)Each of the Subsidiaries is duly registered as an insurer or reinsurer where it is required to be so registered to conduct its business as described in the Registration Statement and the Prospectus (except where the failure to be so registered would not have a Material Adverse Effect) and is subject to regulation and supervision in its jurisdiction of organization, and the Company is not required to be so registered. Each of the Company and the Subsidiaries is duly licensed or admitted as an insurer, reinsurer or an insurance holding company, as applicable, in each jurisdiction where it is required to be so licensed or admitted to conduct its business as described in the Registration Statement and the Prospectus, except for where the failure to be so licensed or admitted would not have a Material Adverse Effect.

     (w)Neither the Underwriter nor any of the initial purchasers of the Shares or the Additional Shares is subject to any stamp duty, excise or similar tax imposed in Bermuda in connection with the offering, sale or purchase of the Shares or the Additional Shares.

     (x)Any tax returns required to be filed by either the Company or any of the Subsidiaries in any jurisdiction have been filed, and any material taxes, including franchise

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taxes and similar fees and any withholding taxes, penalties and interest, assessments and fees and other charges due or claimed to be due from such entities have been paid, other than any of those being contested in good faith and for which adequate reserves have been provided or any of those currently payable without penalty or interest.

     (y)The statements in the Prospectus under the headings “Material Bermuda and United States Federal Income Tax Consequences” and “Enforcement of Civil Liabilities Under United States Federal Securities Laws” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.

     (z)The Company and Partner Reinsurance have each received from the Bermuda Minister of Finance an assurance under The Exempted Undertakings Tax Protection Act, 1966 of Bermuda to the effect set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 under the caption “Business - Taxation of the Company and its Subsidiaries - Bermuda,” and neither the Company nor Partner Reinsurance has received any notification to the effect (or is otherwise aware) that such assurance may be revoked or otherwise not honored by the Bermuda government.

     (aa)There are no currency exchange control laws or withholding taxes of Bermuda that would be applicable to the payment of dividends (i) on the Shares or the Additional Shares by the Company, or (ii) by Partner Reinsurance to the Company.

     (bb)Deloitte & Touche, who reported on the consolidated financial statements and supporting schedules of the Company included or to be included in the Registration Statement and the Prospectus (or any amendment or supplement thereto), is an independent public accountant with respect to the Company as required by the Securities Act and the applicable published rules and regulations thereunder.

     (cc)The Company maintains, and each of the Subsidiaries maintain, a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles and with statutory accounting principles, as the case may be, and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (dd)The Company has duly, validly and irrevocably appointed PartnerRe U.S. Corporation as its agent for the purposes described in Section 12 of this Agreement and to receive service of process in actions against it arising out of or in connection with violations of the U.S. Federal securities laws in any Federal court or state court in the United States relating to the transactions covered by the Prospectus.

     (ee)None of the Company nor the Subsidiaries or any employee or agent thereof has made any payment of funds or received or retained any funds in violation of any

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law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in the Prospectus, except where such payment, receipt or retention of funds would not have a Material Adverse Effect.

     (ff)Consummation of the transactions contemplated by this Agreement, including but not limited to any actions taken pursuant to the indemnification and contribution provisions set forth herein, will not constitute unlawful financial assistance under Bermuda law.

     2.Agreements to Sell and Purchase. (a) The Company hereby agrees to sell to the Underwriter, and the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby agrees to purchase from the Company at $61.25 per share (the “Purchase Price”), the number of Firm Shares set forth in Schedule I hereto opposite the name of the Underwriter.

     (b) The Forward Counterparty hereby agrees to sell to the Underwriter, and the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby agrees to purchase from the Forward Counterparty at the Purchase Price, the number of Hedge Shares set forth in Schedule I hereto opposite the name of the Underwriter.

     3.Terms of Public Offering. It is understood that the Underwriter proposes to offer the Shares and the Additional Shares for sale to the public as set forth in the Prospectus.

     4.Payment and Delivery. Payment for the Firm Shares to the Company and payment for the Hedge Shares to the Forward Counterparty, respectively, shall be made in Federal or other funds immediately available in New York City against delivery to the Underwriter of the Shares at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, at 9:00 a.m., New York City time, on October 31, 2005, or at such other time on the same or such other date, not later than five business days after the date of this Agreement as shall be designated in writing by the Underwriter. The time and date of such payment are hereinafter referred to as the “Closing Date.”

     Delivery of the Shares shall be made to the Underwriter against payment by the Underwriter of the aggregate purchase price of the Shares being sold by the Company and the Forward Counterparty, respectively, by wire transfer to the accounts specified by the Company and the Forward Counterparty, respectively. The certificates, if any, for the Shares purchased by the Underwriter shall be registered in such names and in such denominations as the Underwriter shall request in writing not later than one full business day prior to the Closing Date with any transfer taxes payable in connection with the transfer of the Shares to the Underwriter duly paid, against payment of the Purchase Price with respect to such Shares.

      5.Conditions to the Underwriter’s Obligations. The obligation of the Underwriter to purchase and pay for the Shares on the Closing Date is subject, in the discretion of the Underwriter, to the condition that all representations and warranties and other statements of the Company in this Agreement are, at and as of the date of this Agreement and the Closing Date, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and to the following conditions:

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     (a)The Prospectus as amended or supplemented in relation to the Shares and the Additional Shares shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act and in accordance with Section 6(a) hereof; no stop order suspending the effectiveness of the Registration Statement shall have been instituted or shall be pending or, to the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Underwriter.

     (b)Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

     (i)there shall not have occurred any downgrading of two notches or more from the rating as of the date hereof, nor shall any notice have been given of any intended or potential downgrading of two notches or more from the rating as of the date hereof, accorded the Company’s securities which are rated as of the date of this Agreement by A.M. Best & Co., Standard & Poor’s Rating Services or Moody’s Investor Services, Inc.; and

     (ii)there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in the Underwriter’s judgment, is material and adverse and that makes it, in the Underwriter’s judgment, impracticable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus.

     (c)The Underwriter shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 5(b)(i) above and to the effect that (A) the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date; and (B) there shall not have occurred any change, or any development involving a prospective change in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

     (d)The Underwriter shall have received on the Closing Date an opinion of Davis Polk & Wardwell, United States counsel for the Company, dated the Closing Date and addressed to the Underwriter in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect that:

     (i)PartnerRe U.S. is a company validly existing in good standing under the laws of its jurisdiction of organization and has full power and authority to own or lease its property and to conduct its business as described in the Prospectus;

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     (ii)neither the issuance, sale or delivery of the Shares or the Additional Shares, nor the execution, delivery and performance by the Company of its obligations under this Agreement, nor the compliance by the Company with the provisions hereof, nor the consummation by the Company of any of the transactions contemplated hereby, will (A) conflict with or contravene any provision of (i) any applicable statute, law, regulation, ruling or filing (assuming compliance by the Underwriter with all applicable securities and Blue Sky laws) of any United States Federal or New York Regulatory Authority (excluding insurance statutes, laws and regulations and any rulings or filings of, by or with any insurance regulatory authority), except to the extent that such conflict or contravention would not have a Material Adverse Effect, (ii) to the best of such counsel’s knowledge, any agreement, indenture, lease or instrument to which any of the Company or the Subsidiaries is a party or by which any of them is bound or to which any of their respective properties or assets is subject, which agreement, indenture, lease or instrument is, in each case, included as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, or (iii) to such counsel’s knowledge (and based solely on review and discussion with the Company’s general counsel), any Order of any United States or New York Regulatory Authority (excluding any rulings or filings of, by or with any insurance regulatory authority) that is applicable to the Company or any of the Subsidiaries or any of their respective properties except to the extent such conflict or contravention would not have a Material Adverse Effect, or (B) to the best of such counsel’s knowledge, result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Company or the Subsidiaries pursuant to the terms of any agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the property or assets of any of them is subject which agreement or instrument is, in each case, included as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004;

     (iii)no consent, approval, authorization or order of, qualification with, or registration or filing with any United States Federal or New York Regulatory Authority (excluding any rulings or filings of, by or with any insurance regulatory authority), is required for the performance by the Company of its obligations under this Agreement, except for such consent, approvals, authorizations and orders (1) as have been obtained and (2) as may be required under state securities, Blue Sky or insurance laws of the various states in connection with the offer and sale of the Shares and the Additional Shares;

     (iv)the discussion of United States tax matters set forth under the heading “Material Bermuda and United States Federal Income Tax Consequences” in the Prospectus accurately reflects such counsel’s opinion as to such tax laws (subject to the qualifications and assumptions set forth in such discussion);

     (v)to such counsel’s knowledge (and based solely on review and discussion with the Company’s general counsel) there are no legal or governmental proceedings before or by any U.S. or New York Regulatory Authority (excluding any insurance regulatory authority), now pending, contemplated or threatened to which the Company or any of the Subsidiaries is a party or to which any of their respective properties is subject

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that is required to be described in the Registration Statement or the Prospectus or any statutes, regulations or orders that have been enacted, adopted or issued by any U.S. Federal or New York Regulatory Authority (excluding any insurance regulatory authority) or Orders by a U.S. Federal or New York court of competent jurisdiction that have been issued, or any contracts, agreements, indentures, leases or other documents or instruments, any of which are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement or to any document incorporated by reference therein that are not described or filed as required.

     (vi)such counsel have not themselves checked the accuracy, completeness or fairness of, or otherwise verified, the information furnished with respect to matters addressed in documents incorporated by reference in the Registration Statement or the Prospectus. Such counsel have generally reviewed and discussed with certain officers and employees of, and counsel and independent public accountants for, the Company the information furnished, whether or not subject to such counsel’s check and verification. On the basis of such consideration, review and discussion, but without independent check or verification, in such counsel’s opinion the document incorporated by reference in the Registration Statement and the Prospectus (except for financial statements and the notes thereto and schedules and other financial and statistical data included therein, as to which such counsel need express no opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder when filed with the Commission;

     (vii)to the extent that the laws of the State of New York are applicable, the Company has validly and irrevocably submitted to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in the Borough of Manhattan, the City of New York, New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Shares and the Additional Shares, has validly and irrevocably waived and agreed not to assert, to the fullest extent, it may effectively do so under applicable law, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum;

     (viii)the Company, as provided in the Registration Statement, has duly and irrevocably appointed PartnerRe U.S. Corporation as its agent for the purposes described in Section 12 of this Agreement and to receive service of process in actions against it arising out of or in connection with violations of the U.S. Federal securities laws in any Federal court or state court in the United States relating to transactions covered by the Prospectus;

     (ix)the Company is not, and after giving effect to the offering and sale of the Firm Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; and

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     (x)PartnerRe S.A. is a société anonyme duly organized and validly existing under the laws of the Republic of France and has full power and authority to own or lease its property and to conduct its business as described in the Prospectus.

     In addition, such counsel shall state that, although they have not checked the accuracy, completeness or fairness of, or otherwise verified, the information furnished with respect to other matters in the Registration Statement or the Prospectus, such counsel has participated in a general review and discussion with the Underwriter’s representatives, and with certain officers and employees of, and counsel and independent public accountants for, the Company of the information furnished, whether or not subject to such counsel’s check and verification, and on the basis of such consideration, review and discussion, but without independent check or verification except as stated above, (i) in such counsel’s opinion, the Registration Statement or the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need express no opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, (ii) nothing has come to such counsel’s attention that causes them to believe that the Registration Statement or the Prospectus included therein (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need express no belief) as of the date of the Prospectus Supplement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) nothing has come to such counsel’s attention that causes them to believe that the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need express no belief) as of the date of the Prospectus Supplement or as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (e)The Underwriter shall have received on the Closing Date an opinion of Stroock & Stroock & Lavan, LLP, special insurance regulatory counsel to the Company, dated the Closing Date and addressed to the Underwriter in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect that:

     (i)neither the issuance, sale or delivery of the Shares or the Additional Shares, nor the execution, delivery and performance by the Company of its obligations under this Agreement, nor the compliance by the Company with the provisions hereof, nor the consummation by the Company of any of the transactions contemplated hereby will, conflict with or contravene any provision of any applicable insurance statute, law or regulation, or any ruling or filing of or with any United States federal or New York State insurance regulatory authority, except to the extent that such conflict or contravention would not have a Material Adverse Effect;

     (ii)no consent, approval, authorization or order of, qualification with, or registration or filing with any United States federal or New York State insurance regulatory authority is required for the performance by the Company of its obligations

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under this Agreement, except for such consents, approvals, authorizations and orders as have been obtained;

     (iii)to such counsel’s knowledge (and based solely on review and discussion with the Company’s general counsel), there are no legal or governmental proceedings before or by any United States federal or New York insurance regulatory authority now pending, contemplated or threatened to which any of the Company or the Subsidiaries is a party or to which any of their respective properties is subject that is required to be described in the Registration Statement or the Prospectus; and

     (iv)to the best of such counsel’s knowledge, there are no United States federal or New York insurance statutes or regulations or orders that have been enacted, adopted or issued by any U.S. or New York insurance regulatory authority that are required to be described in the Registration Statement or the Prospectus that are not described as required.

     (f)The Underwriter shall have received on the Closing Date an opinion of Marc Wetherhill, corporate counsel to the Company, dated the Closing Date, and addressed to the Underwriter in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect that:

     (i)each of the Company and Partner Reinsurance is a company duly organized and validly existing in good standing (including as an exempted company) under the laws of Bermuda, has requisite power and authority and such Permits of any Regulatory Authority in Bermuda (a “Bermuda Regulatory Authority”) necessary to own, lease and operate its property and to conduct its business as described in the Registration Statement and the Prospectus, which remain in full force and effect, except to the extent that the failure to be in good standing would not have a Material Adverse Effect;

     (ii)the Company has the power and authority to enter into this Agreement; the execution, delivery and performance of its obligations under this Agreement have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company;

     (iii)the authorized shares of capital stock of the Company conforms in all material respects as to Bermuda legal matters to the description thereof contained in the Prospectus; and the shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable (meaning that no further sums are required to be paid by the holders thereof in connection with the issue of such shares) and all such shares of the Subsidiaries are registered in the name of the Company or a wholly-owned subsidiary of the Company, except in the case of PartnerRe S.A. for director’s qualifying shares; based solely on a search of the Register of Charges maintained by the Registrar of Companies pursuant to Sections 55 and 61 of the Companies Act 1981 of Bermuda, as amended (the “Companies Act”), there are no registered liens, encumbrances, equities or claims in the Register of Charges in respect of the issued shares of the Company or Partner Reinsurance;

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     (iv)the Firm Shares have been duly authorized, executed and delivered by the Company, and when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and nonassessable, and the issuance of the Firm Shares is not subject to any preemptive rights other than such rights as have been waived;

     (v)neither the execution, delivery and performance by the Company of its obligations under this Agreement, nor the compliance by the Company with the provisions hereof, nor the consummation by the Company of any of the transactions contemplated hereby, will (A) conflict with or contravene any provision of (i) any applicable statute, law, regulation or published ruling or Order of any Bermuda Regulatory Authority in any material respect that is applicable to the Company or Partner Reinsurance or any of their respective properties or (ii) the memorandum of association, certificate of incorporation, bye-laws or other organizational documents of the Company or Partner Reinsurance or (B) result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or Partner Reinsurance in Bermuda;

     (vi)no consent, approval, authorization or order of, qualification with, or registration or filing with any Bermuda Regulatory Authority is required for the performance by the Company of its obligations under this Agreement that has not been obtained or effected;

     (vii)Partner Reinsurance is duly registered as a Class 4 insurer under the Bermuda Insurance Act 1978, as amended, and any applicable rules and regulations thereunder (the “Bermuda Insurance Act”), and is subject to regulation and supervision in Bermuda and the Company is not required to be registered as an insurance company under the Bermuda Insurance Act;

     (viii)the consummation of the transactions contemplated by the Agreement (including but not limited to any actions taken pursuant to the indemnification and contribution provisions contained herein) will not, subject to Section 39A(2A) of the Companies Act, constitute unlawful financial assistance by the Company or Partner Reinsurance under Bermuda law;

     (ix)all statements made (A) in the Registration Statement and Prospectus (including the documents incorporated therein by reference) with respect to (1) the Shares and the Additional Shares (insofar as such statements relate to matters of Bermuda law), (2) the memorandum of association, bye-laws or other organizational documents of the Company or Partner Reinsurance, (3) statutes, regulations, rules, treaties and other laws of Bermuda (including, but not limited to, statements made with respect to insurance, regulatory and tax matters and to the Bermuda Insurance Act), (4) enforcement of judgments in Bermuda and (5) the statements related to Bermuda or the documents governed by Bermuda law made under the headings “Description of Our Capital Shares” and “Material Bermuda and United States Federal Income Tax Consequences” and (B) in the Registration Statement in Item 15 with respect to the Company, in each case insofar as such statements constitute summaries of documents referred to therein, fairly and accurately present the information set forth therein and such counsel’s opinion as to such matter;

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     (x)neither the Underwriter nor any of the initial purchasers of the Shares or the Additional Shares are subject to any stamp duty, excise or similar tax imposed in Bermuda in connection with the offering, sale or purchase of the Shares or the Additional Shares;

     (xi)the Company and Partner Reinsurance have each received from the Bermuda Minister of Finance an assurance of tax exemption under The Exempted Undertakings Tax Protection Act 1966 of Bermuda to the effect set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 under the caption “Business - Taxation of the Company and its Subsidiaries - Bermuda”;

     (xii)there are no currency exchange control laws or withholding taxes of Bermuda that would be applicable to the payment of dividends on the Shares and the Additional Shares by the Company or by Partner Reinsurance to the Company;

     (xiii)the Company, as provided in the Registration Statement, has duly and irrevocably appointed PartnerRe U.S. Corporation as its agent for the purposes described in Section 12 of this Agreement and to receive service of process in actions against it arising out of or in connection with violations of the U.S. Federal securities laws in any Federal court or state court in the United States relating to transactions covered by the Prospectus and such appointment is valid under Bermuda law;

     (xiv)under the laws of Bermuda, the submission by the Company to the non-exclusive jurisdiction of any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Shares or the Additional Shares, its waiver and agreement not to assert by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and the appointment of PartnerRe U.S. Corporation as its authorized agent for the purposes described in Section 12 of this Agreement are valid and binding; and service of process effected in the manner set forth in Section 12 of this Agreement will be effective under the laws of Bermuda to confer personal jurisdiction over each of the Company and the Subsidiaries, assuming this to be the case under the laws of the State of New York;

(xv)the choice of the laws of New York as the governing law of this Agreement is a valid and effective choice of law; the Underwriter would be permitted to commence proceeding in a court of competent jurisdiction in Bermuda based on or arising under this Agreement; and the laws of New York would be recognized and applied by such court as the laws governing this Agreement;

     (xvi)in order to ensure the legality, validity, enforceability or admissibility in evidence of the Prospectus and this Agreement, it is not necessary that any document be filed, recorded or enrolled with any Bermuda Regulatory Authority or that any stamp duties, registration or similar tax or charge be paid in Bermuda;

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     (xvii)a final and conclusive judgment of a New York State or a Federal Court against the Company or any Subsidiary based upon this Agreement, under which a sum of money is payable (not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty or in respect of multiple damages as defined in the Protection of Trading Interest Act, 1981) may be the subject of enforcement proceedings in the Supreme Court of Bermuda under the common law doctrine of Obligation and by action for the debt evidenced by the foreign Court’s judgment. A final opinion as to the availability of this remedy should be sought when the facts surrounding the United States court’s judgment are known, but, on general principles such counsel would expect such proceedings to be successful provided that:

     (A) the court that gave the judgment was competent to hear the action in accordance with private international law principles as applied by the courts in Bermuda (and, as at the date hereof, we believe that a Court in Bermuda would determine that any New York State or Federal Court sitting in the City of New York is so competent); and

     (B) the judgment is not contrary to public policy in Bermuda and was not obtained by fraud or in proceedings contrary to the rules of natural justice of Bermuda. Such counsel does not believe that any provisions of this Agreement would be so contrary;

     (xviii)there are no legal or governmental proceedings of any Bermuda Regulatory Authority pending or, to the best of such counsel’s knowledge, threatened against any of the Company or Partner Reinsurance or to which any of them or any of their respective properties is subject, based solely on (i) a certificate given by a director of the Company and (ii) a search of the public records of the Company and Partner Reinsurance, maintained by the Registrar of Companies and the Registrar of the Supreme Court of Bermuda; and

     (xix)except as disclosed in the Prospectus, there are no preemptive or other rights to subscribe for or to purchase or any restriction upon the voting or transfer of, any shares of capital stock of the Company or Partner Reinsurance pursuant to the Company’s or Partner Reinsurance’s memorandum of association, certificate of incorporation, bye-laws or other organizational documents, respectively, and the issuance of the Firm Shares will not be subject to any preemptive or similar rights.

In rendering his opinion as aforesaid, such counsel may, as to matters of fact, rely upon certificates of officers of the Company and, as to matters of law, may rely upon an opinion or opinions, each dated the Closing Date, of other counsel retained by the Company as to laws of any jurisdiction other than Bermuda, provided that (i) the Underwriter is notified in advance of such counsel’s intention to rely on local counsel and each such local counsel is acceptable to the Underwriter, (ii) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Underwriter and is, in form and substance reasonably satisfactory to the Underwriter and to counsel for the Underwriter, and (iii) such counsel shall

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state in his opinion that he believes that he and the Underwriter are justified in relying on such local counsel opinion. Such counsel may also make such assumptions, and express his opinion to be subject to such reservations, as shall be reasonably satisfactory to the Underwriter’s counsel. In his opinion, such counsel shall expressly authorize Willkie Farr & Gallagher LLP and Davis Polk & Wardwell to rely on said opinion.

     (g)The Underwriter shall have received on the Closing Date an opinion of Willkie Farr & Gallagher LLP, counsel for the Underwriter, dated the Closing Date in form and substance satisfactory to the Underwriter.

     The opinions of Davis Polk & Wardwell described in paragraph 5(d), of Stroock & Stroock & Lavan, LLP described in paragraph 5(e), and of the corporate counsel of the Company described in paragraph 5(f) above shall be rendered to the Underwriter at the request of the Company and shall so state therein.

     (h)The Underwriter shall have received, on each of the date hereof and on the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriter, from Deloitte & Touche, independent chartered accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statement and certain financial information contained in the Registration Statement and the Prospectus.

     (i)The Firm Shares shall have been approved for listing, subject only to official notice of issuance, on the New York Stock Exchange.

     (j)The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between the Underwriter and certain executive officers and directors of the Company relating to sales and certain other dispositions of Common Shares or certain other securities, delivered to the Underwriter on or before the Closing Date, shall be in full force and effect on the Closing Date.

     (k)The Company shall have furnished or caused to be furnished to the Underwriter such further certificates and documents as the Underwriter shall have reasonably requested.

     6.Covenants of the Company. In further consideration of the agreements of the Underwriter and the Forward Counterparty herein contained, the Company covenants with the Underwriter and the Forward Counterparty as follows:

     (a)The Company will use its best efforts to cause any amendment to the Registration Statement, if any, if not effective on the date hereof, to become effective. Prior to the termination of the offering of the Shares and the Additional Shares, the Company will not file any amendment to the Registration Statement or supplement (including the Prospectus Supplement or any preliminary prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished the Underwriter a copy for the Underwriter’s review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of

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a prospectus is otherwise required under Rule 424(b), the Company will cause a prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Underwriter of such timely filing. The Company will promptly advise the Underwriter (1) when any amendment to the Registration Statement, if any, if not effective on the date hereof, shall have become effective, (2) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (3) when, prior to termination of the offering of the Shares and the Additional Shares, any amendment to the Registration Statement shall have been filed or become effective, (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares and the Additional Shares for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

     (b)If, at any time when a prospectus relating to the Shares or the Additional Shares is required to be delivered under the Securities Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Company promptly will notify the Underwriter of such event, and either (A) (1) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance and (2) supply any supplemented Prospectus to the Underwriter in such quantities as the Underwriter may reasonably request or (B)instruct the Underwriter and the Forward Counterparty to discontinue offers and sales of the Additional Shares until such time as the Company informs the Underwriter and the Forward Counterparty that offers and sales may be resumed (such days during which offers and sales of the Additional Shares are so discontinued, “Suspension Days”) and, if the Company elects to so instruct the Underwriter and the Forward Counterparty, the Underwriter and the Forward Counterparty shall each follow such instructions; provided, however,that the aggregate number of Suspension Days during the period beginning on the Closing Date and ending on March 31, 2006 shall not exceed 30 business days.

     (c)As soon as practicable, the Company will make generally available to its security holders and to the Underwriter an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Securities Act.

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     (d)The Company will furnish to the Underwriter and counsel for the Underwriter, without charge, conformed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act, as many copies of the Prospectus and any supplement thereto as the Underwriter may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.

     (e)The Company will arrange, if necessary, for the qualification of the Shares and the Additional Shares for sale under the laws of such jurisdictions as the Underwriter may designate and will maintain such qualifications in effect so long as required for the distribution of the Shares and the Additional Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to material taxation or service of process in suits, other than those arising out of the offering or sale of the Shares and the Additional Shares, in any jurisdiction where it is not now so subject.

     (f)The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares and the Additional Shares.

     (g)If the sale of the Shares and the Additional Shares provided for herein is not consummated because any condition to the obligations of the Underwriter set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 8 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by the Underwriter, the Company will reimburse the Underwriter on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Underwriter) that shall have been incurred by them in connection with the proposed purchase and sale of the Shares and the Additional Shares.

     (h)The Company will not, without the prior written consent of the Underwriter, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any Subsidiary) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Common Shares or any securities convertible into, or exercisable, or exchangeable for, Common Shares, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of this Agreement; provided, however, that the Company may (x) issue and sell Common Shares pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date hereof and the Company may issue Common Shares issuable upon the conversion of securities or the exercise of warrants outstanding on the date hereof or (y) issue and sell in an underwritten offering Common Shares or securities convertible into or exercisable or exchangeable for Common Shares to raise funds

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as a result of a large loss event impacting the Company’s reinsurance or insurance portfolio if, in the good faith judgment of management, it is determined that such additional funds are necessary to maintain the Company’s existing ratings or ratings outlook.

     (i)Upon the filing by Company with the SEC of its Form 10-Q for Company’s third fiscal quarter of 2005, unless at such time all of the Additional Shares have been sold as contemplated in this Agreement, the Company shall deliver, or cause to be delivered, to the Forward Counterparty (i) a letter confirming as of such date the statements contained in the paragraph of the opinion of Davis Polk & Wardwell described in the last paragraph of Section 5(d) of this Agreement and (ii) a letter dated as of such date from Deloitte & Touche LLP of the type described in Section 5(h) of this Agreement.

     7.Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless the Underwriter and the Forward Counterparty, the directors, officers, employees and agents of the Underwriter or the Forward Counterparty and each person who controls the Underwriter or the Forward Counterparty within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Shares and the Additional Shares at the time it became effective or in any amendment thereof, in any preliminary prospectus or in the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically for inclusion therein; provided, further, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of the Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Shares or Additional Shares, or any person controlling the Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendment or supplement thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law to have been so delivered, at or prior to the written confirmation of the sale of the Shares or the Additional Shares sold by the Underwriter to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

     (b)The Underwriter agrees to indemnify and hold harmless the Company, the Forward Counterparty, the directors, officers, employees and agents of the Company or the Forward Counterparty, each of the Company’s officers who signs the Registration Statement,

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and each person who controls the Company or the Forward Counterparty within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Underwriter and the Forward Counterparty, but only with reference to written information relating to the Underwriter furnished to the Company by or on behalf of the Underwriter specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which the Underwriter may otherwise have. The Company acknowledges that the statements set forth (A) in the last paragraph of the cover page regarding delivery of the Additional Shares and (B) under the heading “Underwriting,” (i) the name of the Underwriter and its participation in the sale of the Shares and the Additional Shares, (ii) the sentences related to concessions and reallowances, (iii) the sentences related to underwriting commissions, (iv) the paragraphs related to stabilization and penalty bids, (v) the paragraph relating to online offers and sales, and (vi) the sentences regarding the conduct of the offering in accordance with the rules of NASD, Inc., in any preliminary prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the Underwriter for inclusion in any preliminary prospectus or the Prospectus.

     (c)Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure materially prejudices substantial rights or defenses of the indemnifying party and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action)

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unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

     (d)In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriter agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which the Company, the Underwriter and the Forward Counterparty may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriter and the Forward Counterparty on the other from the offering of the Shares and the Additional Shares; provided, however, that in no case shall the Underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the Shares and the Additional Shares purchased by the Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriter severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriter on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriter shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriter on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriter agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls the Underwriter or the Forward Counterparty within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of the Underwriter or the Forward Counterparty shall have the same rights to contribution as the Underwriter, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

     8.Termination. This Agreement shall be subject to termination in the absolute discretion of the Underwriter, by notice given to the Company and the Forward Counterparty prior to delivery of and payment for the Shares, if at any time prior to such time (a) (i) trading of any securities of the Company shall have been suspended by the Commission or the New York Stock Exchange, or trading in securities generally on the New York Stock Exchange

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shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis, and (b) in the case of any of the events specified in clause 8(a)(i) or 8(a)(iv), such event makes it, in the sole judgment of the Underwriter, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any supplement thereto).

     9.Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

     10.Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

     11.Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

     12.Judicial Proceedings. (a) The Company expressly accepts and irrevocably submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Shares and the Additional Shares. To the fullest extent it may effectively do so under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

     (b)The Company agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 12(a) brought in any such court shall be conclusive and binding upon the Company, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment.

     (c)The Company irrevocably designates and appoints PartnerRe U.S. Corporation as its authorized agent, upon whom process may be served in any suit, action or proceeding of the nature referred to in Section 12(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the agent at the address of the Company specified in Section 13. The Company agrees that such service (i) shall be deemed in every respect effective service of process upon it in every suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed

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received as evidenced by a delivery receipt furnished by the United States Postal Service or any commercial delivery service.

     (d)Nothing in this Section 12 shall affect the right of the Underwriter to serve process in any manner permitted by law, or limit any right to bring proceedings against the Company in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

     13.Notice. Except as otherwise provided herein, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (i) if to the Company, at the office of the Company at PartnerRe Ltd., 96 Pitts Bay Road, Pembroke HM 08, Bermuda, Attention: Director of Group Legal; (ii) if to the Underwriter, at the office of Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel; or (iii) if to the Forward Counterparty, to Citibank, N.A., 390 Greenwich Street, New York, NY 10013, Attention: Corporate Equity Derivatives (fax no: (212) 723-8328), with a copy to Citibank, N.A., 250 West Street, 10th floor, New York, NY 10013, Attention: GCIB Legal Group – Derivatives (fax no: (212) 816-7772).

     14.Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

     15.Survival. The provisions of Sections 6(g) and 7 hereof shall survive the termination or cancellation of this Agreement.

     16.Covenant of the Underwriter and the Forward Counterparty. The Underwriter and the Forward Counterparty each agree to provide a report to the Company promptly upon completion of its respective sales of Hedge Shares and Additional Shares under this Agreement and in connection with the Forward Purchase Contract, which report shall include the date of such completion and the price or prices at which such Hedge Shares or Additional Shares were sold by the Underwriter or the Forward Counterparty, as the case may be.

     17. No Fiduciary Duty. The Company hereby acknowledges that (a) the Underwriter and the Forward Counterparty are acting as principal and not as an agent or fiduciary of the Company and (b) its engagement of the Underwriter and the Forward Counterparty in connection with the transactions contemplated hereby is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the transactions contemplated hereby (irrespective of whether the Underwriter or the Forward Counterparty have advised or are currently advising the Company on related or other matters).

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Very truly yours,
PARTNERRE LTD.
By:	/S/ Patrick Thiele
	Name: Patrick Thiele Title: President and CEO
CITIBANK, N.A.
By:	/S/ Herman Hirsch
	Name: Herman Hirsch Title: Authorized Representative

Accepted as of the date hereof.

CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Richard Spiro
	Name: Richard Spiro
	Title: Managing Director

SCHEDULE I

Underwriter	Number of Firm	Number of Hedge
	Shares To Be	Shares To Be
	Purchased	Purchased
Citigroup Global Markets Inc	2,448,980	4,207,869
Total	2,448,980	4,207,869

EXHIBIT A

PartnerRe Ltd.
Public Offering of Common Shares

October __, 2005

Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013

Ladies and Gentlemen:

     This letter is being delivered to you in connection with the Underwriting Agreement (the “Underwriting Agreement”) entered into on or prior to the date hereof among PartnerRe Ltd., a Bermuda company (the “Company”), Citibank, N.A. and you as the Underwriter, relating to an underwritten public offering of Common Shares, $1.00 par value (the “Common Shares”), of the Company.

     The undersigned will not, without your prior written consent, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing), or the exercise by or on behalf of the undersigned of any registration rights to effect the filing of, a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Underwriting Agreement.

     The foregoing sentence shall not apply to (a) transactions relating to Common Shares or other securities acquired in open market transactions after the completion of the public offering contemplated by the Underwriting Agreement, (b) sales or surrenders of options or securities to the Company in payment of the exercise price of options granted pursuant to the Company’s stock option or stock purchase plans, (c) transfers to an affiliate of the undersigned (provided that any such affiliate agrees to be bound by the terms of this Lock-Up Agreement) or (d) dispositions of Common Shares or other securities of the Company by gift to members of the undersigned’s immediate family, to trusts established for the benefit of members of the undersigned’s immediate family, or to charitable organizations (provided that any such person, trust, or charitable organization agrees as a condition to receiving such gifts to be bound by the terms of this Lock-Up Agreement).

     If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated.

Very truly yours,
	Name: Title:

Address:

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