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):  July 4, 2009
PartnerRe Ltd.
(Exact Name of Registrant as Specified in Charter)
	Bermuda
	(State or Other Jurisdiction of Incorporation)
001-14536		Not Applicable
(Commission File Number)		(IRS Employer Identification No.)
Wellesley House, 90 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):

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

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

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

On July 4, 2009, PartnerRe Ltd., a Bermuda exempted company (“PartnerRe”), entered into a number of definitive agreements relating to its acquisition of all the outstanding shares of PARIS RE Holdings Limited, a Swiss corporation (“PARIS RE”), in a multi-step transaction. Under the terms of these agreements, PartnerRe expects to issue approximately 24.2 million PartnerRe common shares in exchange for the approximately 80.6 million PARIS RE common shares currently outstanding (net of treasury shares), assuming an exchange ratio of 0.30 PartnerRe common shares for each PARIS RE common share.  Additionally, PartnerRe expects to issue up to 1.4 million PartnerRe common shares in exchange for up to the approximately 8.5 million PARIS RE warrants currently outstanding.  As a result of the exchanges current PartnerRe shareholders will own approximately 69% of the combined company and current PARIS RE shareholders will own approximately 31% of the combined company upon completion of the transaction.  The exchange ratio is subject to adjustment in certain cases as described below.

Block Purchase Agreement

On July 4, 2009, PartnerRe, PARIS RE and certain investment entities affiliated with Stone Point Capital, Hellman & Friedman, Vestar Capital Partners, Crestview Partners, New Mountain and Caisse de Dépôt et Placement du Québec (collectively, the “Block Sellers”) that collectively own approximately 57% of PARIS RE’s outstanding shares entered into a Securities Purchase Agreement (the “Block Purchase Agreement”) pursuant to which PartnerRe will purchase (the “Block Purchase”) all of the PARIS RE common shares and warrants to purchase PARIS RE common shares held by the Block Sellers.  The purchase price for PARIS RE common shares and warrants is 0.30 PartnerRe common shares per PARIS RE common share (the “Per Share Consideration”) and 0.167 Partner Re common shares per PARIS RE warrant (the “Per Warrant Consideration”), subject, in each case, to the tangible book value adjustment described below under the heading “Transaction Agreement.”

Immediately prior to the Block Purchase, PARIS RE intends to effect an extraordinary cash distribution by way of a capital reduction to all PARIS RE shareholders (the “Share Capital Repayment”).  The Share Capital Repayment will amount to up to CHF 4.17 (the Swiss Franc equivalent of US$3.85 as of July 7, 2009)per PARIS RE common share.  The Block Purchase Agreement and the Transaction Agreement (as described below) contemplate that to the extent the full Share Capital Repayment is not paid prior to the closing of the Block Purchase due to, among other things, the failure to obtain all necessary regulatory approvals, PartnerRe will commit to pay or cause to be paid the remaining portion of the Share Capital Repayment (i) to the Block Sellers at the closing of the Block Purchase in the form of a promissory note and (ii) to the other PARIS RE shareholders immediately prior to the settlement of the Exchange Offer described below in cash by way of a capital distribution from PARIS RE.  The Share Capital Repayment will not be paid if the Block Purchase does not close for any reason.  In addition, to the extent that the Block Purchase closes, but all or a portion of the Share Capital Repayment is not paid immediately prior to the Block Purchase, the payment of the Share Capital Repayment (or remaining portion thereof) to the remaining PARIS RE shareholders is conditioned on the Exchange Offer closing immediately following the payment.

Consummation of the Block Purchase is subject to a number of conditions, including (i) approval of the holders of PartnerRe common shares and PARIS RE common shares, (ii) approval of the holders of PARIS RE common shares of certain matters to be submitted to a PARIS RE shareholders’ meeting, (iii) obtaining certain regulatory approvals and expiration or termination of the applicable Hart-Scott-Rodino waiting period and certain foreign antitrust approvals, (iv) approval for listing of the PartnerRe common shares to be issued in the Exchange Offer and the Merger (as described below) on the New York Stock Exchange and on Euronext Paris or another European Union stock exchange selected by PartnerRe, (v) evidence that the PartnerRe designees on PARIS RE’s board of directors will comprise a majority of PARIS RE’s board of directors immediately following the closing of the Block Purchase, (vi) an amendment to PARIS RE’s articles of incorporation to, among other things, remove a provision thereof purporting to require a cash takeover bid for any acquisition of more than one-third of the PARIS RE voting rights, (vii) subject to certain exceptions, the accuracy of representations and warranties and (viii) certain other customary closing conditions.

The Block Sellers have agreed to vote in favor of all matters required to be submitted for approval to the PARIS RE shareholders in order to consummate the Block Purchase, including (i) the election of PartnerRe designees to the

PARIS RE board of directors comprising a majority of the PARIS RE board of directors, (ii) the approval of the Share Capital Repayment and (iii) the amendment to PARIS RE’s articles of incorporation, and together have sufficient votes to approve such matters.  The Block Sellers are obligated to vote in favor of these matters irrespective of whether PARIS RE’s board of directors withdraws, changes or modifies its recommendation with respect to the transactions contemplated by the Block Purchase Agreement and the Transaction Agreement in a manner that is adverse to PartnerRe.

The foregoing description of the Block Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Block Purchase Agreement, which is filed as Exhibit 2.1 hereto.

Transaction Agreement

Simultaneously with entering into the Block Purchase Agreement, PartnerRe and PARIS RE entered into a Transaction Agreement (the “Transaction Agreement”) pursuant to which PartnerRe has agreed, subject to certain conditions, to commence a voluntary public exchange offer (the “Exchange Offer”) for all PARIS RE common shares and warrants not owned by PartnerRe immediately prior to the commencement of the Exchange Offer as promptly as practicable after the closing of the Block Purchase.  The Exchange Offer will be conducted pursuant to French tender offer rules and, to the extent applicable, United States securities laws.

In the Exchange Offer, PartnerRe will offer to acquire PARIS RE common shares and warrants for the same Per Share Consideration and Per Warrant Consideration, as applicable, paid in the Block Purchase, subject, in each case, to the tangible book value adjustment described below.  The Transaction Agreement provides that if, after completion of the Exchange Offer, PartnerRe owns greater than 90% but less than 100% of PARIS RE’s common shares, PartnerRe will effect a compulsory merger (the “Merger”) in accordance with Swiss law pursuant to which PARIS RE will be merged into a wholly owned subsidiary of PartnerRe, with the subsidiary of PartnerRe surviving the Merger.  The same Per Share Consideration paid in the Exchange Offer for each PARIS RE common share will be paid in the Merger.

The Transaction Agreement provides that if the percentage decline in a party’s tangible book value during the period from March 31, 2009 to the closing of the Block Purchase is more than 15% greater than the percentage decline in the other party’s tangible book value during the same period, the Per Share Consideration and Per Warrant Consideration will be adjusted upwards (if the percentage decline in PartnerRe’s tangible book value is greater than that of PARIS RE’s) or downwards (if the percentage decline in PARIS RE’s tangible book value is greater than that of PartnerRe’s) based on a formulaic adjustment.  The formulaic adjustment provides that for each percentage point difference in excess of 15% in the parties’ relative declines in their tangible book values, the Per Share Consideration and Per Warrant Consideration will adjust upwards or downwards, as applicable, by 0.004.  The tangible book value adjustment is capped such that the Per Share Consideration and Per Warrant Consideration will not increase or decrease by more than 0.10.  If either PartnerRe or PARIS RE experiences a 40% relative decline in its tangible book value during the period from March 31, 2009 to the closing of the Block Purchase, the other party will have the right to terminate the Transaction Agreement and the Block Purchase Agreement.

The Transaction Agreement further provides that the Per Share Consideration in the Exchange Offer and the Merger will be adjusted upwards to reflect any dividend declared on the PartnerRe common shares having a record date on or after the closing of the Block Purchase and prior to the settlement of the Exchange Offer.

PartnerRe’s obligation to commence the Exchange Offer following the closing of the Block Purchase is subject to a number of conditions, including (i) approval for listing of the PartnerRe common shares to be issued in the Exchange Offer and the Merger on the New York Stock Exchange and on Euronext Paris or another European Union stock exchange selected by PartnerRe, (ii) the Exchange Offer on the terms proposed having been declared compliant by the Autorité des Marchés Financiers (the French securities regulator) without any requirement that PartnerRe provide for a cash alternative under the French tender offer rules, (iii) PartnerRe having a reasonable basis to believe that the opinion of the independent expert to be rendered under French law in connection with the Exchange Offer on the terms proposed would satisfy the requirements of French law and (iv) certain other customary conditions.

PartnerRe and PARIS RE have made customary representations, warranties and covenants in the Transaction Agreement, including, among others, covenants (i) to conduct their respective businesses in the ordinary course consistent with past practice between the execution of the Transaction Agreement and closing of the Block Purchase (and in the case of PARIS RE, until the effective time of the Merger), (ii) to cause shareholder meetings to be held to consider the matters required to be submitted for approval to the PARIS RE and PartnerRe shareholders irrespective of whether either party’s board of directors withdraws, changes or modifies its recommendation with respect to the transactions contemplated by the Block Purchase Agreement and the Transaction Agreement in a manner that is adverse to the other party, (iii) not to solicit proposals relating to alternative business combination transactions and (iv) subject to certain exceptions, for their respective boards of directors to recommend the approval by its shareholders of the transactions contemplated by the Block Purchase Agreement and the Transaction Agreement.

The Transaction Agreement contains certain termination rights for both PartnerRe and PARIS RE and further provides that PartnerRe may be required to pay PARIS RE a termination fee of US$75 million upon termination of the Transaction Agreement either because (i) PartnerRe’s board of directors withdraws, changes or modifies its recommendation with respect to the transactions contemplated by the Block Purchase Agreement and the Transaction Agreement in a manner that is adverse to PARIS RE or (ii) PartnerRe’s shareholders fail to approve such transactions at the PartnerRe shareholders meeting called for such purpose.

The Transaction Agreement provides that one of the existing members of PARIS RE’s board of directors unaffiliated with the Block Sellers will become a member of PartnerRe’s board of directors at the closing of the Block Purchase.

The foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement, which is filed as Exhibit 2.2 hereto.

Investor Agreements

The Block Purchase Agreement provides that at the closing of the Block Purchase, certain investment entities affiliated with each of Stone Point Capital, Hellman & Friedman, Vestar Capital Partners, Crestview Partners, New Mountain and Caisse de Dépôt et Placement du Québec (each affiliated group of investment vehicles is individually referred to as a “Block Purchase Shareholder”) will enter into a separate investor agreement with PartnerRe.  The investor agreements subject the Block Purchase Shareholders to certain transfer restrictions, which provide that until the later to occur of (i) six months after the closing of the Block Purchase and (ii) the earlier to occur of (A) three months after the consummation of the Exchange Offer and (B) May 31, 2010 (the “Lock-Up Period”), no Block Purchase Shareholder may transfer its PartnerRe common shares, except for transfers to affiliates or, after six months, in certain distributions in-kind.  Following the Lock-Up Period, each Block Purchase Shareholder may generally transfer its PartnerRe common shares to third parties, except that, subject to certain exceptions, no such transfers may be made to any person who, to such Block Purchase Shareholder’s knowledge, is a competing person, has filed a Schedule 13D with respect to PartnerRe’s equity securities or beneficially owns 5% or more of PartnerRe’s total outstanding voting power.

The investor agreements also subject the Block Purchase Shareholders to certain “standstill” restrictions that generally restrict each Block Purchase Shareholder from, among other things, (i) acquiring beneficial ownership of more than 9.9% of PartnerRe’s total outstanding voting power, (ii) seeking to effect a merger, tender offer or other extraordinary transaction involving PartnerRe, (iii) soliciting proxies to vote or seek to influence any third party with respect to their voting of any PartnerRe common shares, (iv) facilitating or encouraging any person to seek representation on PartnerRe’s board of directors or (v) forming, joining or participating in a 13D group, including a group consisting of other Block Purchase Shareholders.  In addition, each Block Purchase Shareholder must notify PartnerRe under certain circumstances upon being approached by any person requesting that such Block Purchase Shareholder join or act in concert with such person in taking any of action prohibited by the standstill restrictions.

The investor agreements further provide that if at any time any Block Purchase Shareholder’s total voting power over PartnerRe common shares is in excess of the total voting power represented by the PartnerRe common shares acquired by such Block Purchase Shareholder at the closing of the Block Purchase, the excess voting power must

either be voted, in such Block Purchase Shareholder’s option, in accordance with the recommendation of PartnerRe’s board of directors or in accordance with the votes made by PartnerRe shareholders other than the Block Purchase Shareholders.

The investor agreements further grant the Block Purchase Shareholders the right to attend quarterly meetings with PartnerRe’s chief financial officer (or his or her deputy) and potentially one or more other members of PartnerRe’s executive committee.  In addition, each Block Purchase Shareholder will be entitled to certain quarterly information rights, in which case such Block Purchase Shareholder will be subject to PartnerRe’s normal trading policy and black-out periods applicable to “designated insiders.”

Subject to certain exceptions, the investor agreements will generally terminate with respect to all Block Purchase Shareholders at such time that the Block Purchase Shareholders’ aggregate voting power is less than 10% of PartnerRe’s total voting power and with respect to any individual Block Purchase Shareholder, at such time that such Block Purchase Shareholder ceases to own at least 50% of the number of PartnerRe shares acquired by it in the Block Purchase.

The foregoing description of the investor agreements does not purport to be complete and is qualified in its entirety by reference to the form of investor agreement, which is filed as Exhibit 2.3 hereto.

Registration Rights Agreements

The Block Purchase Agreement further provides that at the closing of the Block Purchase, each of the Block Purchase Shareholders, together with its related entities, will enter into a separate registration rights agreement.  Pursuant to these agreements, PartnerRe will agree to maintain an effective registration statement during a two-year period commencing at the expiration of the Lock-Up Period (which period may be extended under certain circumstances), permitting the Block Purchase Shareholders to sell their PartnerRe common shares in underwritten and non-underwritten offerings at any time during such period subject to PartnerRe’s customary trading black-out periods and PartnerRe’s right to impose certain suspension periods. Each of the registration rights agreements with the Block Purchase Shareholders contains customary indemnification provisions.

The foregoing description of the registration rights agreements does not purport to be complete and is qualified in its entirety by reference to the form of registration rights agreement, which is filed as Exhibit 2.4 hereto.

Pre-Announcement Purchases

On July 4, 2009, PartnerRe entered into five separate unconditional securities purchase agreements to acquire (the “Pre-Announcement Purchases”) approximately 6% of the outstanding PARIS RE common shares held by certain affiliates of Greenhill Capital Partners, LLC, Richard E. Rainwater and family and certain affiliates, Mr. V. Dowling and an affiliated family trust, an affiliate of Wachovia Capital Partners and TMT Partners, Ltd. The purchase price per PARIS RE common share in connection with each of the Pre-Announcement Purchases is the same Per Share Consideration payable in the Block Purchase.  In order to give effect to the tangible book value adjustment described above under the heading “Transaction Agreement,” the Pre-Announcement Purchases will be subject to a post-closing adjustment at the time of the closing of the Block Purchase.  Pursuant to the post-closing adjustment, if the tangible book value adjustment results in an upward adjustment to the Per Share Consideration, PartnerRe will issue an appropriate number of additional PartnerRe common shares based on the formulaic adjustment described above to each of the selling shareholders reflecting such upward adjustment.  Similarly, if the tangible book value adjustment results in a downward adjustment to the Per Share Consideration, the selling shareholders will return an appropriate number of additional PartnerRe common shares (or, for certain selling shareholders, cash in lieu thereof equal to the fair market value of such shares as of a recent date) to PartnerRe based on the formulaic adjustment described above reflecting such downward adjustment.

The securities purchase agreements governing the Pre-Announcement Purchases further provide that at the closing of the Block Purchase, the selling shareholders will receive a cash payment of US$3.85 for each PARIS RE common share sold to PartnerRe in the Pre-Announcement Purchases net of any per share dividend declared on the PartnerRe common shares having a record date prior to the closing of the Block Purchase (as appropriately adjusted

for an exchange ratio of 0.30 PartnerRe common shares for each PARIS RE common share).  This cash payment will be paid to the selling shareholders even if the Block Purchase does not close, in which case no post-closing adjustment will be applicable and the payment will be made within two business days following termination of the Block Purchase Agreement.

           At the time that PartnerRe entered into the securities purchase agreements governing the Pre-Announcement Purchases, PartnerRe also entered into a registration rights agreement with each of the parties to the Pre-Announcement Purchases.  Pursuant to these agreements, PartnerRe will make an effective shelf registration statement available immediately after the filing of PartnerRe’s next quarterly report with the U.S. Securities and Exchange Commission, permitting resales by the selling shareholders in non-underwritten transactions subject to PartnerRe’s customary trading black-out periods and PartnerRe’s right to impose certain suspension periods.  These resale registration rights will remain available until the securities are freely tradeable under Rule 144 of the Securities Act of 1933, as amended. Each of the registration rights agreements with the parties to the Pre-Announcement Purchases contains customary indemnification provisions.

PartnerRe may enter into agreements to purchase additional PARIS RE common shares from certain other shareholders who were shareholders of PARIS RE prior to its initial public offering and their private transferees. Such purchases, which are expected to be conditioned upon the closing of the Block Purchase and consummated simultaneously with the closing of the Block Purchase, will, if entered into, be consummated at the same Per Share Consideration payable in the Block Purchase, as adjusted pursuant to the tangible book value adjustment described above.  These purchases, if they are consummated, will be disclosed in filings with the U.S. Securities and Exchange Commission and with the Autorité des Marchés Financiers.

Tender and Support Agreements

On July 4, 2009, as an inducement for PartnerRe to enter into the Block Purchase Agreement and the Transaction Agreement, Mr. Hans-Peter Gerhardt, the chief executive officer of PARIS RE, and certain funds managed by OZ Management LP, entered into tender and support agreements with PartnerRe.  Pursuant to these agreements, Mr. Gerhardt agreed to tender all of his PARIS RE warrants and the funds managed by OZ Management LP agreed to tender all of their PARIS RE common shares, representing approximately 6% of PARIS RE’s outstanding common shares, as promptly as practicable after commencement of the Exchange Offer.  Neither Mr. Gerhardt nor the funds managed by OZ Management LP may sell, assign, transfer or otherwise dispose of any of their PARIS RE warrants, in the case of Mr. Gerhardt, or common shares, in the case of the funds managed by OZ Management LP, during the term of the applicable tender and support agreement.  If a competing offer is made prior to the settlement of the Exchange Offer, however, each of Mr. Gerhardt and the funds managed by OZ Management LP will be entitled to withdraw from the Exchange Offer any such common shares or warrants previously tendered.

The tender and support agreement entered into with the funds managed by OZ Management LP further provides that such funds will, at any meeting of the PARIS RE shareholders, vote (or cause to be voted) in favor of the approval of the matters required to be submitted for approval to the PARIS RE shareholders in order to consummate the Block Purchase and against, among other things, any action or agreement that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, or prevent or delay or adversely affect the consummation of the transactions contemplated by the Block Purchase Agreement and the Transaction Agreement.

The foregoing description of the tender and support agreements between PartnerRe, on the one hand, and Mr. Gerhardt or the funds managed by OZ Management LP, on the other hand, does not purport to be complete and is qualified in its entirety by reference to such tender and support agreements, which are filed as Exhibits 2.5 and 2.6 hereto, respectively.

Additional Information

The Transaction Agreement and Block Purchase Agreement govern the contractual rights between the parties in relation to the Block Purchase, the Exchange Offer and the Merger. The above summary of the principal terms of the Transaction Agreement and the Block Purchase Agreement, and the Transaction Agreement and Block Purchase

Agreement attached as exhibits to this Form 8-K, are intended to provide you with information regarding the terms of the Transaction Agreement and Block Purchase Agreement.  The Transaction Agreement and the Block Purchase Agreement and the related summaries are not intended to modify or supplement any factual disclosures about PartnerRe or PARIS RE in PartnerRe’s or PARIS RE’s respective public reports filed with the U.S. Securities and Exchange Commission or the Autorité des Marchés Financiers, as applicable. In particular, the Transaction Agreement and the Block Purchase Agreement and the related summaries are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to PartnerRe or PARIS RE. The representations and warranties have been negotiated with the principal purpose of establishing the circumstances in which a party may have the right not to close the Block Purchase if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocate risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable under securities laws.

Item 9.01                      Financial Statements and Exhibits

Exhibit No.	Description
2.1	Securities Purchase Agreement dated as of July 4, 2009 among PartnerRe Ltd., PARIS RE Holdings Limited and the sellers named therein
2.2	Transaction Agreement dated as of July 4, 2009 between PartnerRe Ltd. and PARIS RE Holdings Limited
2.3	Form of Investor Agreement between PartnerRe Ltd. and shareholders party thereto
2.4	Form of Registration Rights Agreement between PartnerRe Ltd. and shareholders party thereto
2.5	Tender and Support Agreement dated as of July 4, 2009 between PartnerRe Ltd. and Hans-Peter Gerhardt
2.6	Tender and Support Agreement dated as of July 4, 2009 among PartnerRe Ltd., Gordel Holdings Limited, Goldman Sachs & Co. Profit Sharing Master Trust, OZ Master Fund, Ltd. and OZ Europe Master Fund Ltd.

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:	July 9, 2009	By:	/s/ Amanda E. Sodergren
			Name:	Amanda E. Sodergren
			Title:	Chief Legal Counsel

Exhibit Index

Exhibit No.	Description
2.1	Securities Purchase Agreement dated as of July 4, 2009 among PartnerRe Ltd., PARIS RE Holdings Limited and the sellers named therein
2.2	Transaction Agreement dated as of July 4, 2009 between PartnerRe Ltd. and PARIS RE Holdings Limited
2.3	Form of Investor Agreement between PartnerRe Ltd. and shareholders party thereto
2.4	Form of Registration Rights Agreement between PartnerRe Ltd. and shareholders party thereto
2.5	Tender and Support Agreement dated as of July 4, 2009 between PartnerRe Ltd. and Hans-Peter Gerhardt
2.6	Tender and Support Agreement dated as of July 4, 2009 among PartnerRe Ltd., Gordel Holdings Limited, Goldman Sachs & Co. Profit Sharing Master Trust, OZ Master Fund, Ltd. and OZ Europe Master Fund Ltd.

EX-2.1

Exhibit 2.1

EXECUTION COPY

SECURITIES PURCHASE AGREEMENT

dated as of

July 4, 2009

among

PARTNERRE LTD.

(as buyer),

THE SELLERS NAMED HEREIN

(as sellers)

and,

solely for purposes of Sections 7.04, 7.05, 7.07(a), 11.02 and 11.03,

PARIS RE HOLDINGS LIMITED

relating to the purchase and sale

of

Common Shares

and

Warrants to purchase Common Shares

of

PARIS RE HOLDINGS LIMITED

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.  Definitions	2
Section 1.02.  Other Definitional and Interpretative Provisions	6
ARTICLE 2
Purchase and Sale
Section 2.01.  Purchase and Sale	6
Section 2.02.  Closing	7
Section 2.03.  No Fractional Shares	8
Section 2.04.  Adjustments	8
Section 2.05.  Withholding Rights	9
ARTICLE 3
Representations and Warranties of Sellers
Section 3.01.  Existence and Power	9
Section 3.02.  Authorization	9
Section 3.03.  Governmental Authorization	9
Section 3.04.  Noncontravention	10
Section 3.05.  Ownership of Company Shares	10
Section 3.06.  Related Party Agreements	10
Section 3.07.  Disclosure Documents	11
Section 3.08.  Investment Purpose; Inspections; No Other Representations	11
Section 3.09.  Transaction Expenses	12
ARTICLE 4
Representations and Warranties of Parent
Section 4.01.  Existence and Power	13
Section 4.02.  Authorization	13
Section 4.03.  Governmental Authorization	14
Section 4.04.  Noncontravention	15
Section 4.05.  Purchase for Investment; Inspections; No Other Representations	15
Section 4.06.  Finders’ Fees	16
Section 4.07.  Valid Issuance	16
Section 4.08.  Additional Representations	16

i

ARTICLE 5
Covenants of Sellers
Section 5.01.  Directors	17
Section 5.02.  Share Capital Repayment and Charter Amendment	18
Section 5.03.  No Solicitation; Other Offers	18
Section 5.04.  Subsequently Acquired Company Shares or Company Warrants	19
Section 5.05.  Waiver of Released Claims	19
ARTICLE 6
Covenants of Parent and Purchaser
Section 6.01.  Formation of Purchaser	20
Section 6.02.  Obligations of Purchaser	21
ARTICLE 7
Additional Agreements
Section 7.01.  Reasonable Best Efforts; Further Assurances	21
Section 7.02.  Disclosure Documents	21
Section 7.03.  Certain Filings	21
Section 7.04.  Public Announcements	21
Section 7.05.  Standstill Provision	22
Section 7.06.  Notices of Certain Events	23
Section 7.07.  Securityholders’ Agreement and Company Warrants	23
Section 7.08.  Information Rights	24
ARTICLE 8
Conditions to Closing
Section 8.01.  Conditions to Obligations of Parent, Purchaser and the Sellers	24
Section 8.02.  Conditions to Obligation of Parent and Purchaser	25
Section 8.03.  Conditions to Obligation of the Sellers	27
ARTICLE 9
Survival
Section 9.01.  Survival	28
ARTICLE 10
Termination
Section 10.01.   Grounds for Termination	29
Section 10.02.  Effect of Termination 30

ii

ARTICLE 11
Miscellaneous
Section 11.01.  Notices	30
Section 11.02.  Amendments and Waivers	31
Section 11.03.  Expenses	31
Section 11.04.  Disclosure Schedule References	32
Section 11.05.  Several Obligations	32
Section 11.06.  Binding Effect; Benefit; Assignment	32
Section 11.07.  Governing Law	33
Section 11.08.  Jurisdiction	33
Section 11.09.  WAIVER OF JURY TRIAL	33
Section 11.10.  Counterparts; Effectiveness	33
Section 11.11.  Entire Agreement	33
Section 11.12.  Severability	34
Section 11.13.  Specific Performance	34

EXHIBIT A Security Ownership and Payment Information

EXHIBIT B Form of Investor Agreement

EXHIBIT C Names of Resigning Members of the Company Board

EXHIBIT D Form of Registration Rights Agreement

EXHIBIT E Form of Parent Note

Seller Disclosure Schedules

Parent Disclosure Schedules

iii

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated as of July 4, 2009 among:

(i) PartnerRe Ltd., a Bermuda exempted company (“Parent”);

(ii) Hellman & Friedman Capital Partners V (Cayman), L.P., Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. and Hellman & Friedman Capital Associates V (Cayman), L.P. (collectively, the “Hellman & Friedman Sellers”);

(iii) Trident III, L.P. and Trident III Professionals Fund, L.P. (collectively, the “Stone Point Sellers”);

(iv) Vestar Capital Partners V, L.P., Vestar Capital Partners V-A, L.P., Vestar Executives V, L.P. and Vestar Holdings V, L.P. (collectively, the “Vestar Sellers”);

(v) Crestview Partners (Outbound), L.P., Crestview Partners TE (Outbound), L.P., Crestview Partners ERISA (Outbound), L.P., Crestview Partners (PF), L.P. and Crestview Offshore Holdings (Cayman), L.P. (collectively, the “Crestview Sellers”);

(vi) Caisse de depot et placement du Québec (the “Caisse de Dépôt Seller”);

(vii) New Mountain Partners II (Cayman), L.P., Allegheny New Mountain Partners (Cayman), L.P. and New Mountain Affiliated Investors II (Cayman), L.P. (collectively, the “New Mountain Sellers”); each of the Hellman & Friedman Sellers, the Stone Point Sellers, the Vestar Sellers, the Crestview Sellers, the Caisse de Dépôt Seller and the New Mountain Sellers is individually referred to as a “Seller”, and collectively is referred to as the “Sellers”); and

(ix) Solely for purposes of Sections  7.04, 7.05, 7.07(a), 11.02 and 11.03 hereof, PARIS RE Holdings Limited, a Swiss corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, Parent intends to consummate, through Purchaser (as defined below), a series of transactions in order to acquire the Company;

WHEREAS, as the first step in acquiring the Company, Parent desires to cause Purchaser to purchase (the “Purchase”) all of the Company Shares and Company Warrants (in each case, as defined below) owned by the Sellers, and the Sellers, as the owners of such Company Shares and Company Warrants, desire to

sell such Company Shares and Company Warrants to Purchaser, upon the terms and subject to the conditions of this Agreement;

WHEREAS, upon the consummation of the transactions contemplated by this Agreement, Parent intends to cause Purchaser, pursuant to the terms and conditions of the Transaction Agreement dated as of the date hereof (the “Transaction Agreement”) between Parent and the Company, to commence an exchange offer for all of the Company Shares and Company Warrants that Purchaser does not own prior to the commencement of such exchange offer, and provided Purchaser owns at least 90% of the outstanding Company Shares following consummation of such exchange offer, to consummate the Merger immediately thereafter; and

WHEREAS, the parties intend, to the extent permitted by Applicable Law, for the Merger, together with the other transactions contemplated in the Transaction Agreement and herein, to qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended.

The parties hereto agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Definitions.  Article 1 The following terms, as used herein, have the following meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided that (i) none of the Company or any of its Subsidiaries shall be considered an Affiliate of any of the Sellers or any of their respective Affiliates (other than the Company and its Subsidiaries), (ii) none of the Sellers or any of their respective Affiliates (other than the Company and its Subsidiaries) shall be considered an Affiliate of the Company or any of its Subsidiaries and (iii) no portfolio company in which any Seller or an Affiliate of a Seller has an investment shall be considered an Affiliate of such Seller or Affiliate.

“AMF” means the Autorité des Marchés Financiers.

“Applicable Law” means, with respect to any Person, any supranational, foreign, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, permit, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated, made mandatory or applied by a Governmental Authority that is

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binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Burdensome Condition” shall have the meaning given to such term in the Transaction Agreement.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, Paris or Zurich are authorized or required by Applicable Law to close.

“Charter Amendment” shall have the meaning given to such term in the Transaction Agreement.

“CHF” means Swiss Francs, being the lawful currency of Switzerland.

“Closing Date” means the date of the Closing.

“Company Shares” means the common bearer shares, CHF 4.51 par value per share of the Company.

“Company Warrants” means any and all warrants to purchase Company Shares.

“FINMA” means the Swiss Financial Supervisory Market Authority.

“General Rules of the AMF” means the Règlement général de l'Autorité des marchés financiers and any instruction, regulation or recommendation enacted, adopted, promulgated or applied by the AMF.

“Governmental Authority” means any transnational, domestic or foreign federal, state or local, governmental, regulatory or administrative (including social security) authority, department, court, agency or official, including any political subdivision thereof.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Investor Agreements” means the Investor Agreements, each substantially in the form attached as Exhibit B hereto.

“knowledge” means the actual knowledge, after reasonable inquiry, of the officers of Parent and its Subsidiaries set forth in Section 1.01 of the Parent Disclosure Schedule or the executives of each Seller and its Affiliates set forth in Section 1.01 of the Seller Disclosure Schedule, as the case may be. It is agreed that the actual knowledge of the individuals listed in the Disclosure Schedules excludes any knowledge which may be implied, imputed or construed from or on the basis of the knowledge of any other Person including, without limitation,

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professional advisers or any other employee, director or officer of any Seller or any of its Affiliates or Parent or any of its Subsidiaries not so listed.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset.  For purposes of this Agreement, a Person shall be deemed to own subject to a Lien any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

“Material Adverse Effect” shall have the meaning given to such term in the Transaction Agreement.

“Merger” shall have the meaning given to such term in the Transaction Agreement.

“1933 Act” means the Securities Act of 1933.

“1934 Act” means the Securities Exchange Act of 1934.

“NYSE” means the New York Stock Exchange.

“Offer” shall have the meaning given to such term in the Transaction Agreement.

“Parent Disclosure Schedule”means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Sellers.

“Parent Note” means a promissory note of Parent substantially in the form attached as Exhibit E hereto.

“Parent Shares” means Parent’s common shares, par value US$1.00 per share.

“Per Share Consideration” shall have the meaning given to such term in the Transaction Agreement (but without giving effect to any adjustment thereto pursuant to Section 2.07 thereto).

“Per Warrant Consideration” shall have the meaning given to such term in the Transaction Agreement (but without giving effect to any adjustment thereto pursuant to Section 2.07 thereto).

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

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“Purchaser” shall have the meaning given to such term in the Transaction Agreement.

“Registration Rights Agreement” means each of the Registration Rights Agreements to be entered into at the Closing between Parent and each Seller, substantially in the form attached as Exhibit D hereto.

“Seller Disclosure Schedule”means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Sellers to the Company.

“Share Capital Repayment” shall have the meaning given to such term in the Transaction Agreement.

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person.

“Swiss Cartel Act” means the Swiss Federal Act on Cartels and Other Restraints of Competition and its implementing ordinances.

(a) Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Agreement	Preamble
Caisse de Dépôt Seller	Preamble
Closing	2.02
Company	Preamble
Company Board	5.01
Continuing Company Board Members	5.01
Crestview Sellers	Preamble
e-mail	11.01
End Date	10.01
Foreign Antitrust Laws	4.03
Hellman & Friedman Sellers	Preamble
New Mountain Sellers	Preamble
Parent	Preamble
Parent Board	4.02
Parent Designated Directors	5.01
Parent Released Claims	5.05
Parent Shareholder Approvals	4.02
Purchase	Preamble
Representatives	5.03
SEC	3.07
Securityholder	7.07

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Term	Section
Securityholders’ Agreement	7.07
Seller Released Claims	5.05
Sellers	Preamble
Stone Point Sellers	Preamble
Transaction Agreement	Preamble
Vestar Sellers	Preamble

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder.  References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.

ARTICLE 2

Purchase and Sale

Section 2.01.  Purchase and Sale.  Article 2 Upon the terms and subject to the conditions of this Agreement, each Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from each Seller, the number of the Company Shares and Company Warrants set forth opposite such Seller’s name on Exhibit A

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hereto at the Closing.  The purchase price for each Company Share is equal to (i) the Per Share Consideration plus (ii), solely to the extent the Share Capital Repayment is not paid immediately prior to the Closing pursuant to Section 9.03(b) of the Transaction Agreement, a Parent Note with a principal amount equal to the difference between (x) US $3.85 minus (y) any per share payment of the Share Capital Repayment made prior to Closing pursuant to Section 9.03(b)(ii) of the Transaction Agreement, and the purchase price for each Company Warrant is equal to the Per Warrant Consideration.  The aggregate number of Parent Shares to be issued to each Seller in respect of the Company Shares and Company Warrants owned by such Seller and the maximum aggregate principal amount of Parent Notes, if any, to be issued to such Seller are set forth under the headings “Parent Shares to be Issued” and “Maximum Aggregate Principal Amount of Notes”, respectively, on Exhibit A hereto.  The Per Share Consideration, Per Warrant Consideration and the principal amount of any Parent Notes shall be paid as provided in Section 2.02.

(b)        To the extent that any adjustment is made to the Per Share Consideration and Per Warrant Consideration pursuant to Section 2.06(d) of the Transaction Agreement, Exhibit A hereto shall be adjusted accordingly to give effect to such adjustment.

Section 2.02.  Closing.  The closing of the purchase and sale of the Company Shares and Company Warrants hereunder (the “Closing”) shall take place at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York three Business Days after the Adjustment Determination Date (as defined in the Transaction Agreement), or at such other time or place as Parent and each Seller may agree.  At the Closing:

(a)        Purchaser shall deliver to each Seller certificates evidencing the aggregate number of Parent Shares set forth opposite such Seller’s name under the heading “Parent Shares to be Issued” on Exhibit A, in definitive form and registered in the name of such Seller;

(b)        Each Seller shall give the irrevocable and unconditional instruction to the investment services provider (prestatataire de service d'investissement) in charge of the transaction, to debit its share account (compte titres) as specified by such Seller prior to the Closing with the number of Company Shares set forth opposite such Seller’s name on Exhibit A and credit the share account of Purchaser with such number of Company Shares;

(c)        Each Seller owning Company Warrants shall deliver to Purchaser all certificates for the Company Warrants, duly endorsed and accompanied by assignments, substantially in the form attached to the Company Warrants; and

(d)        Solely to the extent the Share Capital Repayment is not paid immediately prior to the Closing pursuant to Section 9.03(b) of the Transaction

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Agreement, Purchaser shall deliver to each Seller a Parent Note having an aggregate principal amount equal to (i) the difference between (x) US$3.85 and (y) any per share payment of the Share Capital Repayment made prior to Closing pursuant to Section 9.03(b)(ii) of the Transaction Agreement times (ii) the number of Company Shares set forth opposite such Seller’s name on Exhibit A hereto, which maximum aggregate principal amount is set forth under the heading “Maximum Aggregate Principal Amount of Notes” on Exhibit A hereto.

Section 2.03.  No Fractional Shares.  No fractional Parent Shares shall be issued in the Purchase. All fractional Parent Shares that a holder of Company Shares or Company Warrants would otherwise be entitled to receive as a result of the Purchase shall be aggregated and if a fractional share results from such aggregation, the number of Parent Shares to be issued shall be rounded to the nearest whole Parent Share (with 0.50 being rounded upward).

Section 2.04.  Adjustments.  If, during the period between the date of this Agreement and the Closing,

(i) any change in the outstanding capital shares of the Company or Parent shall occur, including by reason of any reclassification, recapitalization, share split or combination, exchange or readjustment of shares, or any share dividend thereon with a record date during such period, but excluding any change that results from (A) any exercise of options or other equity awards to purchase Company Shares or Parent Shares, as applicable, granted under the Company’s or Parent’s share option or compensation plans or arrangements, and any issuance of options, other equity awards or shares pursuant to any such plans or arrangements subject to and in accordance with the terms of this Agreement, (B) any exercise or conversion of any Company Securities (as defined in the Transaction Agreement) (including Company Warrants) or Parent Securities (as defined in the Transaction Agreement) convertible into, or exchangeable for, Company Shares or Parent Shares, as applicable, that are outstanding as of the date hereof, (C) any bona fide issuance of Company Securities or Parent Securities subject to and in accordance with the terms of this Agreement in which Parent or the Company receives fair value for such shares (as determined in good faith by the board of directors of Parent or the Company, as applicable), (D) the issuance of Parent Shares in the Purchase or (E) any other action effected with the prior written consent of Parent, in the case of the Company, or the Company, in the case of Parent, or

(ii) Parent or the Company shall declare, subject to and in accordance with the terms of this Agreement, a cash dividend with a record date during such period other than (A) quarterly cash dividends paid by Parent consistent with past practice and having customary record and payment dates and (B) the Share Capital Repayment,

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the Per Share Consideration, Per Warrant Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to provide to the holders of Company Shares or Company Warrants the same economic effect as contemplated by this Agreement prior to such event.

Section 2.05.  Withholding Rights.  Notwithstanding any provision contained herein to the contrary, either of Purchaser or Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax law.  If Purchaser or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Shares or Company Warrants in respect of which Purchaser or Parent, as the case may be, made such deduction and withholding.

ARTICLE 3

Representations and Warranties of Sellers

Subject to Section 11.04, except as set forth in the Seller Disclosure Schedule, each Seller severally as to itself but not jointly with the other Sellers represents and warrants to Parent as of the date hereof and as of the Closing that:

Section 3.01.  Existence and Power.  Such Seller is duly organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of organization and has all organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, adversely affect such Seller’s ability to consummate the transactions contemplated by this Agreement to be consummated by it.

Section 3.02.  Authorization.  The execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereby are within such Seller’s powers and have been duly authorized by all necessary action on the part of such Seller.  This Agreement constitutes a valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Section 3.03.  Governmental Authorization.  The execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereby require no action by or in respect of, or filing with or notifications to, any Governmental Authority, other than compliance with any other applicable requirements of the 1933 Act or the 1934

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Act and notifications required to be made to, and approvals required to be obtained from, the Company, FINMA or the AMF due to crossing certain ownership thresholds, with only such exceptions that, individually or in the aggregate, would not reasonably be expected to adversely affect such Seller’s ability to consummate the transactions contemplated by this Agreement to be consummated by it.

Section 3.04.  Noncontravention.  The execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereby do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws or other similar organizational documents of such Seller, (ii) assuming compliance with the matters referred to in Section 3.03, contravene, conflict with, or result in a violation or breach of any provision of any Applicable Law, or (iii) assuming compliance with the matters referred to in Section 3.03, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which such Seller or any of its Affiliates is entitled under, any provision of any agreement or other instrument binding upon such Seller or any of its Affiliates, or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of such Seller or any of its Affiliates or (iv) result in the creation or imposition of any Lien on any asset of such Seller or any of its Affiliates, with only such exceptions, in the case of each of clauses (ii) through (iv), that, individually or in the aggregate, would not reasonably be expected to adversely affect such Seller’s ability to consummate the transactions contemplated by this Agreement to be consummated by it.

Section 3.05.  Ownership of Company Shares.  Such Seller is the owner of the Company Shares and Company Warrants set forth opposite such Seller’s name on Exhibit A, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Company Shares), and will transfer and deliver to Purchaser at the Closing valid title to such Company Shares and Company Warrants free and clear of any Lien and any such limitation or restriction.  Except for the Company Shares and Company Warrants set forth opposite such Seller’s name on Exhibit A, such Seller does not own beneficially or of record any capital stock of the Company or any of its Subsidiaries or any interest therein.

Section 3.06.  Related Party Agreements.  Neither such Seller nor any of its Affiliates is a party to any contract, agreement, arrangement or understanding with the Company or any of its Affiliates, excluding contracts, agreements, arrangements or understandings to which Parent or a Subsidiary of Parent is a party.

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Section 3.07.  Disclosure Documents.  Article 3 The information relating to such Seller supplied in writing by such Seller specifically for inclusion in the S-4 (as defined in the Transaction Agreement) shall not at the time the S-4 is declared effective by the U.S. Securities and Exchange Commission (the “SEC”) (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)        The information relating to such Seller supplied in writing by such Seller specifically for inclusion in the Proxy Statement (as defined in the Transaction Agreement) shall not, on the date the Proxy Statement, and any amendments or supplements thereto, is first mailed to the shareholders of Parent, or at the time of the Parent Shareholder Approvals, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c)        The information relating to such Seller supplied in writing by such Seller specifically for inclusion in the Company Disclosure Documents (as defined in the Transaction Agreement) shall, as of their respective filing dates, be accurate and fairly presented in accordance with the provisions of the General Rules of the AMF.

(d)        The representations and warranties contained in this Section 3.07 will not apply to statements or omissions included or incorporated by reference in the S-4, the Proxy Statement or the Company Disclosure Documents based upon information supplied by the Company, Parent or Purchaser or any of their Representatives specifically for inclusion therein.

Section 3.08.  Investment Purpose; Inspections; No Other Representations.  Article 4 The Parent Shares to be acquired by such Seller pursuant to this Agreement are being acquired for such Seller’s own account for investment and without a view to the public distribution of such Parent Shares or any interest therein.  Such Seller acknowledges that the Parent Shares being acquired pursuant to this Agreement have not been registered under the 1933 Act or under the securities laws of any state or non-U.S. jurisdiction and may not be sold or transferred without compliance with applicable federal, state or non-U.S. securities laws, pursuant to registration or exemption therefrom.

(b)        Such Seller has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Parent Shares and such Seller is capable of bearing the economic risks of such investment.

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(c)        Such Seller has been given the opportunity to ask questions of and receive answers from Parent concerning Parent, the Parent Shares and other related matters.  Such Seller further represents and warrants to Parent and Purchaser that it has been furnished with all information it deems necessary or desirable to evaluate the merits and risks of the acquisition of the Parent Shares and that Parent has made available to such Seller or its agents all documents and information relating to an investment in the Parent Shares requested by or on behalf of such Seller. In evaluating the suitability of an investment in the Parent Shares, such Seller has not relied upon any other representations or other information (other than as contemplated by the preceding sentences) whether oral or written made by or on behalf of Parent.  Without limiting the generality of the foregoing, such Seller acknowledges that none of Parent, Purchaser or any of their Affiliates makes any representation or warranty with respect to Article 5 any projections, estimates or budgets delivered to or made available to such Seller of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or its Subsidiaries or the future business and operations of Parent or its Subsidiaries or Article 6 any other information or documents made available to such Seller or its counsel, accountants or advisors with respect to Parent or its Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement or in the case of fraud or intentional misrepresentation.

(d)        Such Seller is an “Accredited Investor” as such term is defined in Regulation D under the 1933 Act.

(e)        Except for the representations and warranties of such Seller contained in this Agreement, such Seller makes no other representation or warranty in connection with, arising out of or relating to the transactions contemplated by this Agreement and the Transaction Agreement, express or implied, and such Seller hereby disclaims, and Parent and Purchaser may not rely on, any such other representation or warranty, notwithstanding the delivery or disclosure to Parent, Purchaser or any of their respective Affiliates or any other Person of any documentation or other information by such Seller or any of its Representatives or any other Person with respect to any of such matters, in each case except in the case of fraud or intentional misrepresentation.

Section 3.09.  Transaction Expenses.  Except for the Persons set forth in Section 3.09 of the Seller Disclosure Schedule, there is no investment banker, broker, finder, attorney, tax advisor, actuarial advisor, accountant or other intermediary or advisor that has been retained by or is authorized to act on behalf of such Seller who might be entitled to any fee or commission from the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement or the Transaction Agreement (including indirectly by way of reimbursement pursuant to Section 11.03(a)). With respect to each Person set forth on Section 3.09 of the Seller Disclosure Schedule for which a Seller reasonably believes fees and expenses in excess of US$100,000 would be payable

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in connection with the transactions contemplated by this Agreement and the Transaction Agreement, Section 3.09 of the Seller Disclosure Schedule sets forth an estimate of the aggregate fees and expenses payable to such Person.  The estimate of each such Person’s fees and expenses are being provided to Parent for informational purposes only and are based solely on the estimate thereof provided by such Person to one or more Sellers prior to the date hereof.  Except for the immediately succeeding sentence, no Seller is making any representation or warranty hereunder as to the accuracy of any such Person’s estimated fees and expenses.  As of the date hereof and each Seller’s knowledge (without any obligation of inquiry or investigation), such Seller is not aware that the estimated fees and expenses of any Person set forth on Section 3.09 of the Seller Disclosure Schedule are materially inaccurate.

ARTICLE 4

Representations and Warranties of Parent

Subject to Section 11.04, except as disclosed in any Parent SEC Document (as defined in the Transaction Agreement) filed after December 31, 2008 and before the date of this Agreement or as set forth in the Parent Disclosure Schedule, Parent represents and warrants to each Seller as of the date hereof and as of the Closing that:

Section 4.01.  Existence and Power.  Parent is, and Purchaser will be, duly organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of organization and has all organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Parent is duly qualified to do business as a foreign stock corporation in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.    Parent has heretofore made available to each Seller true and complete copies of the memorandum of association and bye-laws or similar organizational documents of Parent as currently in effect.  Since the date of its formation, Purchaser has not engaged in any activities other than in connection with or as contemplated by this Agreement and the Transaction Agreement.

Section 4.02.  Authorization.  Article 7 The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement and the Transaction Agreement are within the organizational powers of Parent and have been duly authorized by all necessary action on the part of Parent, except for the Parent Shareholder Approvals.  The execution, delivery and performance by Purchaser of this Agreement and the

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consummation by Purchaser of the transactions contemplated by this Agreement and the Transaction Agreement will be, upon its execution and delivery hereof in accordance with Section 6.01, within the organizational powers of Purchaser and will be duly authorized by all necessary action on the part of Purchaser.  This Agreement constitutes a valid and binding agreement of Parent, and will upon its execution and delivery hereof by Purchaser pursuant to Section 6.01, constitute a valid and binding agreement of Purchaser, enforceable against Parent and Purchaser in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

(b)        The affirmative vote of a simple majority of the total votes cast in favor of Article 8 an increase in the number of directors constituting the board of directors of Parent (the “Parent Board”), Article 9 the issuance of the Parent Shares in connection with the transactions contemplated by this Agreement and the Transaction Agreement and Article 10 any amendments to Parent’s Amended and Restated 2005 Employee Equity Plan to the extent required to give effect to the provisions of Sections 3.02(a) and 3.02(c) of the Transaction Agreement (collectively, the “Parent Shareholder Approvals”) are the only votes or approvals of the holders of any class or series of capital shares of Parent necessary to approve this Agreement, the Transaction Agreement and the transactions contemplated by this Agreement and the Transaction Agreement.

Section 4.03.  Governmental Authorization.  The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby and by the Transaction Agreement require no action by or in respect of, or filing with or notifications to, any Governmental Authority, other than (i) notifications required to be made to the Company or the AMF due to crossing certain ownership thresholds, (ii) compliance with any applicable requirements of the HSR Act, (iii) compliance with any applicable requirements of antitrust or other competition laws of jurisdictions other than the United States or investment laws relating to foreign ownership, including applicable European Commission antitrust laws and the Swiss Cartel Act (“Foreign Antitrust Laws”), (iv) compliance with any applicable requirements of the 1933 Act, the 1934 Act, the General Rules of the AMF and the Euronext Paris non-harmonized market rules, and any other federal, state or non-U.S. securities laws and (v) the approval (if any) of, or notifications (if any) to, the Delaware Insurance Commissioner, the California Insurance Commissioner, FINMA, the French Comité des entreprises d'assurance, the Canadian Office of the Superintendent of Financial Institutions, the Singapore Monetary Authority and the Bermuda Monetary Authority, except, in each case, for any actions or filings the absence of which would not reasonably be expected to (A) impair the ability of Parent and Purchaser to timely consummate the transactions contemplated by this Agreement or the Transaction Agreement or (B) be material to Parent and its Subsidiaries, taken as a whole.

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Section 4.04.  Noncontravention.  The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby and by the Transaction Agreement will not (i) contravene, conflict with, or result in any violation or breach of any provision of  the certificate of incorporation or bylaws or other similar organizational documents of Parent or Purchaser, (ii) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with, or result in a violation or breach of any provision of any Applicable Law or (iii) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) through (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Section 4.05.  Purchase for Investment; Inspections; No Other Representations.  Article 11 Purchaser is purchasing the Company Shares and the Company Warrants for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof.  Purchaser (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Company Shares and the Company Warrants and is capable of bearing the economic risks of such investment.  Purchaser acknowledges that the Company Shares and the Company Warrants being acquired pursuant to this Agreement have not been registered under the 1933 Act or under the securities laws of any state or non-U.S. jurisdiction and may not be sold or transferred without compliance with applicable federal, state or non-U.S. securities laws, pursuant to registration or exemption therefrom.

(b)        Parent has been given the opportunity to ask questions of and receive answers from the Sellers and the Company concerning the Sellers, the Company, the Company Shares, the Company Warrants and other related matters.  Parent further represents and warrants to each Seller it has been furnished with all information it deems necessary or desirable to evaluate the merits and risks of the acquisition of the Company Shares and the Company Warrants and that the Sellers and the Company have made available to Parent or its agents all documents and information relating to an investment in the Company Shares and the Company Warrants requested by or on behalf of Parent. In evaluating the suitability of an investment in the Company Shares and the Company Warrants,

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Parent has not relied upon any other representations or other information (other than as contemplated by the preceding sentences) whether oral or written made by or on behalf of the Sellers.  Without limiting the generality of the foregoing, Parent acknowledges that none of the Sellers or any of their Affiliates makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or its Subsidiaries or the future business and operations of the Company or its Subsidiaries or (ii) any other information or documents made available to Parent or its counsel, accountants or advisors with respect to the Company Shares, the Company Warrants, the Company or its Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement or in the case of fraud or intentional misrepresentation.

(c)        Except for the representations and warranties of Parent contained in this Agreement, Parent makes no other representation or warranty in connection with, arising out of or relating to the transactions contemplated by this Agreement and the Transaction Agreement, express or implied, and Parent hereby disclaims, and the Sellers may not rely on, any such other representation or warranty, notwithstanding the delivery or disclosure to the Sellers or any of their respective Affiliates or any other Person of any documentation or other information by Parent or any of its Representatives or any other Person with respect to any of such matters, in each case except in the case of fraud or intentional misrepresentation.

Section 4.06.  Finders’ Fees.  There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Parent or Purchaser who might be entitled to any fee or commission from the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement or the Transaction Agreement.

Section 4.07.  Valid Issuance.  The Parent Shares to be issued to each of the Sellers hereunder, when delivered against payment therefor as provided in this Agreement, will have been duly authorized, issued and delivered, fully paid and non-assessable and free and clear of any Lien, and will not be issued in violation of any preemptive rights or have any restriction on the right to vote, sell or otherwise dispose of such Parent Shares except as otherwise set forth in this Agreement or the Investor Agreements.

Section 4.08.  Additional Representations.  Each of the representations and warranties set forth in Article 6 of the Transaction Agreement are true.

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ARTICLE 5

Covenants of Sellers

Each Seller agrees that:

Section 5.01.  Directors.  Article 12 Each Seller listed on Exhibit C shall use its reasonable best efforts to ensure that each member of the board of directors of the Company (the “Company Board”) set forth next to such Seller’s name on Exhibit C delivers to the Company (with a copy to Purchaser) at least five Business Days prior to the publication of the invitation to the applicable Company Shareholders Meeting (as defined in the Transaction Agreement) relating to the election of the Parent Designated Directors, the resignation declarations, subject to and effective upon the Closing pursuant to which each such member shall (i) resign from his positions with the Company and each of its Subsidiaries and(ii) waive any rights and declare to have no claims of any kind whatsoever towards the Company and its Subsidiaries in connection with, or otherwise arising out of, their membership on such boards of directors; provided that the foregoing clause (ii) shall not waive or otherwise limit any of such person’s rights of indemnification, contribution or reimbursement in any way related to his service as a director of the Company or any of its Subsidiaries pursuant to (A) Applicable Law (with all exclusions and exceptions provided by Applicable Law to remain in full force and effect), (B) any indemnification agreement entered into between such person and the Company or any of its Subsidiaries, (C) any applicable director and officer insurance arrangements, (D) in accordance with the articles of incorporation or bylaws or other similar organizational documents of the Company or any of its Subsidiaries and (E) Section 8.05 of the Transaction Agreement.  In addition, each Seller (i) shall reasonably cooperate with Parent’s efforts to ensure that the Company’s Chief Executive Officer and each of the four members of the Company Board set forth on the list entitled “Continuing Company Board Members” (the “Continuing Company Board Members”) delivered by Parent to each Seller in writing no later than seven Business Days prior to the publication of the invitation to the applicable Company Shareholders Meeting relating to the election of the Parent Designated Directors remain a member of the Company Board and (ii) shall not take any action to remove any such member of the Company Board.

(b)        Each Seller shall take, or cause to be taken, all actions by it reasonably necessary to cause a majority of the Company Board to be comprised, as of the Closing and after giving effect to the resignations contemplated by Section 5.01(a), of the six individuals (such individuals, the “Parent Designated Directors”) set forth on the list entitled “Parent Designated Directors” delivered by Parent to each Seller in writing no later than seven Business Days prior to the publication of the invitation to the applicable Company Shareholders Meeting relating to the election of the Parent Designated Directors, including voting all Company Shares owned by each such Seller in favor of the appointment of the Parent Designated Directors to the Company Board, subject to and effective upon

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the Closing, at the applicable Company Shareholders Meeting (as defined in the Transaction Agreement) called for such purpose pursuant to Section 7.02 of the Transaction Agreement.

Section 5.02.  Share Capital Repayment and Charter Amendment.  Each Seller agrees to take all actions by it reasonably necessary for Article 13 the approval and adoption of the Share Capital Repayment (as defined in the Transaction Agreement) by the Company’s shareholders and the payment thereof immediately prior to the Closing and Article 14 the approval and declared effectiveness of the Charter Amendment, including voting all Company Shares owned by such Seller in favor of the Share Capital Repayment and Charter Amendment at the applicable Company Shareholders Meeting (as defined in the Transaction Agreement) called for such purpose pursuant to Section 7.02 of the Transaction Agreement.

Section 5.03.  No Solicitation; Other Offers.  Article 15 Each Seller agrees that it shall not enter into an agreement with any Third Party (as defined in the Transaction Agreement) for the purchase and sale of the Company Shares and Company Warrants that such Seller has agreed to sell to Purchaser hereunder or otherwise sell or transfer any such Company Shares or Company Warrants or any interest therein to a Third Party. Additionally, no Seller shall vote in favor of any proposal presented to the shareholders of the Company that, if approved, would be inconsistent with, or could otherwise be expected to impede, interfere with, prevent or materially delay, or dilute materially the benefits to Parent of, the transactions contemplated by this Agreement and the Transaction Agreement.

(b)        Each Seller agrees not to, and agrees to cause its Affiliates and its and their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, Article 16 solicit, initiate or take any action to facilitate or encourage the submission of any Company Acquisition Proposal (as defined in the Transaction Agreement), Article 17 enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company Acquisition Proposal or Article 18 enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Company Acquisition Proposal.  Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to limit or affect any actions taken by any Representative of any Seller solely in his or her capacity as a director or officer of the Company, except to the extent expressly provided otherwise in the Transaction Agreement.  It is agreed that any violation of this Section by any Representative of a Seller or any of such Seller’s Affiliates shall be a breach of this Section by such Seller.

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Section 5.04.  Subsequently Acquired Company Shares or Company Warrants.  Prior to the consummation of the Offer, if any Seller or any of its Affiliates purchases or otherwise acquires beneficial ownership of any Company Shares or Company Warrants in addition to those Company Shares and Company Warrants set forth opposite such Seller’s (or, if applicable, any of its Affiliate’s) name on Exhibit A hereto, such Company Shares or Company Warrants shall be subject to the terms and conditions of this Agreement to the same extent as if they were owned by such Seller as of the date hereof and Exhibit A hereto shall be adjusted accordingly to give effect to such purchase or acquisition; provided, however, that if such Company Shares or Company Warrants are purchased or otherwise acquired after the Closing, but prior to the consummation of the Offer, the Per Share Consideration and Per Warrant Consideration shall not be paid as provided in Article 2, and instead, such Seller hereby agrees to validly tender or cause to be tendered in the Offer all such Company Shares or Company Warrants pursuant to and in accordance with the terms of the Offer and shall not withdraw or cause to be withdrawn any of such Company Shares or Company Warrants from the Offer once tendered.

Section 5.05.  Waiver of Released Claims.  Article 19 On and as of the Closing, each Seller waives and releases, with respect to the Seller Released Claims, any and all provisions, rights and benefits conferred by any Applicable Law.  Each Seller hereby acknowledges that such Seller may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the subject matter of the Seller Released Claims, but such Seller hereby expressly agrees that, on and as of the Closing, it shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or fixed claim with respect to the Seller Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts; provided that the foregoing shall not waive or release or in any way affect (i) the rights of any Seller in respect of the agreements referred to in Section 11.11 and the transactions contemplated hereby and thereby or (ii) the rights of any person to indemnification, contribution or reimbursement described in the proviso contained in Section 5.01.

“Seller Released Claims” means, with respect to any Seller, any and all past, present or future claims, actions and causes of action in law or equity, suits, obligations, debts, demands, agreements, promises, liabilities, controversies, damages, losses, attorneys’ fees, costs or expenses of any kind whatsoever, by such Seller or any of its Affiliates against the Company, the boards of directors of the Company and each of its Subsidiaries, the current and former directors of the Company and its Subsidiaries and Parent and its Affiliates, whether individually or collectively, whether based on common law or on any federal, state or non-U.S. statute, rule, regulation, or other law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued, suspected or unsuspected, fixed or contingent, raised or not raised (regardless of

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whether such claim could be raised), and whether or not concealed or hidden, arising out of, based upon or related to the actions of the Company, any of its Subsidiaries, the board of directors of the Company or any of its Subsidiaries or any current or former director of the Company or any of its Subsidiaries taken or occurring on or prior to the Closing.

(b)        On and as of the Closing, Parent waives and releases, with respect to the Parent Released Claims, any and all provisions, rights and benefits conferred by any Applicable Law.  Parent hereby acknowledges that Parent may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the subject matter of the Parent Released Claims, but Parent hereby expressly agrees that, on and as of the Closing, it shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or fixed claim with respect to the Parent Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts; provided that the foregoing shall not waive or release or in any way affect the rights of Parent in respect of the agreements referred to in Section 11.11and the transactions contemplated hereby and thereby.

“Parent Released Claims” means any and all past, present or future claims, actions and causes of action in law or equity, suits, obligations, debts, demands, agreements, promises, liabilities, controversies, damages, losses, attorneys’ fees, costs or expenses of any kind whatsoever, by Parent or any of its Affiliates against each Seller and each Seller’s Affiliates, whether individually or collectively, whether based on common law or on any federal or state statute, rule, regulation, or other law or right of action, foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued, suspected or unsuspected, fixed or contingent, raised or not raised (regardless of whether such claim could be raised), and whether or not concealed or hidden, arising out of, based upon or related to the actions of the Company, any of its Subsidiaries, the board of directors of the Company or any of its Subsidiaries or any current or former director of the Company or any of its Subsidiaries taken or occurring on or prior to the Closing.

ARTICLE 6

Covenants of Parent and Purchaser

Parent and Purchaser agree that:

Section 6.01.  Formation of Purchaser.  Parent shall form Purchaser in accordance with, and shall cause Purchaser to take such actions contemplated by, Section 8.02 of the Transaction Agreement.  

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Section 6.02.  Obligations of Purchaser.  Parent shall cause Purchaser to perform its obligations under this Agreement and to consummate the transactions contemplated hereby on the terms and conditions set forth in this Agreement.

ARTICLE 7

Additional Agreements

Parent, Purchaser and each Seller agree that:

Section 7.01.  Reasonable Best Efforts; Further Assurances.  Subject to the terms and conditions of this Agreement, each of the Sellers shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement and the Transaction Agreement.  Each of Purchaser and Parent agrees, for the benefit of each Seller, to perform and comply in full with its obligations under Sections 2.01, 3.01, 8.01, 8.02, 8.03, 8.04, 8.05, 8.06, 8.07, 8.08, 8.09, 8.10, 9.01, 9.02 and 9.03 of the Transaction Agreement.

Section 7.02.  Disclosure Documents.  Each Seller agrees promptly to correct any information provided by it in writing specifically for use in the S-4, the Proxy Statement and the Company Disclosure Documents (in each case, as defined in the Transaction Agreement) if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect.

Section 7.03.  Certain Filings.  Parent, Purchaser and each Seller shall cooperate with one another (i) in connection with the preparation of the S-4, the Proxy Statement, the Company Disclosure Documents (in each case, as defined in the Transaction Agreement) and such documents as are necessary to seek the Company Shareholder Approvals (as defined in the Transaction Agreement), (ii) in determining whether any action by or in respect of, or filing with or notification to, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

Section 7.04.  Public Announcements.  Parent and Purchaser, on the one hand, and each Seller, on the other hand, shall consult with the other party(ies) and the Company before issuing any press release, having any communication with the press (whether or not for attribution) or making any other public statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the Transaction Agreement or the

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transactions contemplated hereby and thereby and, except in respect of any public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association, shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call without the consent of the other party(ies) and the Company; provided, however, that if disclosure is required by Applicable Law, Parent and Purchaser, on the one hand, and each Seller, on the other hand, shall, to the extent reasonably possible, provide the other parties and the Company with prompt notice of such requirement prior to making any disclosure so that such other parties may seek an appropriate protective order; provided further, that the foregoing shall not prohibit Article 20 any party from issuing any press release or making any other public statement that is consistent with (including as to nature and scope) the contents of (i) the press release issued by each of Parent and the Company in connection with the announcement of the transactions contemplated by this Agreement and the Transaction Agreement and previously approved by the Company, in the case of the press release issued by Parent, and Parent, in the case of the press release issued by the Company, (ii) the set of questions and answers or key messages outline mutually agreed by the Company and Parent from time to time, or (iii) any public statement previously issued or made by Parent or the Company after consultation with, and with the consent of, the Company or Parent, as applicable, so long as, in each case, such statement is made by such party to its traditional target audience in a manner consistent with its past practices or Article 21 Parent from issuing any press release or making any other public statement (i) upon the Parent Board making an Adverse Parent Recommendation Change (as defined in the Transaction Agreement) or (ii) with the prior written consent of the Company, or Article 22 any disclosure by any Seller to the limited partners of or investors in such Seller to the extent consistent with, and limited to, the type of information customarily provided by such Seller to limited partners or investors in the ordinary course of reporting on its performance and then only to the extent such limited partners or investors are subject to customary undertakings of confidentiality.

Section 7.05.  Standstill Provision.  The parties hereto agree that effective upon the execution and delivery hereof, Section 23 of the May Confidentiality Agreement shall cease to apply and shall be of no further force and effect; provided, however, that if this Agreement is terminated prior the Closing, Section 23 of the May Confidentiality Agreement shall be revived and continue in full force and effect in accordance with its terms, except that such provision shall not be applicable to any transaction, a binding agreement for which was entered into with any Securityholder in accordance with Section 7.07(a)(i)(B) contemporaneously with or after the execution and delivery hereof and prior to the termination of this Agreement, and which will not be consummated until after the termination hereof.

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Section 7.06.  Notices of Certain Events.  Each of the Sellers and Parent shall promptly notify the other party of, to such party’s knowledge (without any obligation of inquiry or investigation):

(a)        any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or the Transaction Agreement;

(b)        any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Transaction Agreement; and

(c)        any event or change that could reasonably be expected to cause a condition set forth in Article 8 not to be satisfied;

provided, however, that the delivery of any such notice pursuant to this Section 7.06 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided further, however, that any noncompliance with the foregoing shall not constitute the failure to be satisfied of a condition set forth in Article 8 or give rise to any right of termination under Article 10; for the avoidance of doubt, it is acknowledged and agreed that breaches of representations, warranties and covenants underlying a failure of a condition referred to in Section 7.06(c) may independently constitute such a failure or give rise to such a right.

Section 7.07.  Securityholders’ Agreement and Company Warrants.  (a) For purposes of (x) the Amended and Restated Securityholders’ Agreement dated as of May 7, 2007 (the “Securityholders’ Agreement”) among the securityholders party thereto and (y) the terms of each Company Warrant or the related agreement or award pursuant to which such Company Warrant was granted, the Company (on behalf of the Company Board) (i) hereby consents to and approves (A) the Purchase on the terms hereof and (B) any additional purchase by Purchaser or any of its Affiliates of Company Shares or Company Warrants from any other securityholder (a “Securityholder”) party to the Securityholders’ Agreement on such terms as may be agreed by Parent or any of its Affiliates and such other securityholders, (ii) hereby waives any and all requirements for written or other notice in connection with or relating to the Purchase and such other purchases and (iii) hereby acknowledges and agrees that the Purchase and each such other purchase will not be subject to any other requirement under the Securityholders’ Agreement or the terms of any Company Warrant or the related agreement or award pursuant to which such Company Warrant was granted.

(b)        Each Seller hereby acknowledges and agrees that neither Purchaser nor any of its Affiliates shall be required to become a party to, or will otherwise bound by or subject to any of the provisions of, the Securityholders’ Agreement

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upon consummation of the transactions contemplated by this Agreement and the Transaction Agreement.

Section 7.08.  Information Rights.  Parent and the Sellers hereby agree that the Sellers shall be entitled to the information and quarterly meeting rights and other rights, and shall be subject to the obligations (including the obligations relating to “designated insiders”, “Restricted Persons” and confidentiality), as set forth in Sections 5.01 and 5.02 of the Investor Agreements, on a mutatis mutandis basis as though each Seller were a Shareholder for purposes of such section; provided that (i) other than the Company’s Chief Financial Officer (or, if the Chief Financial Officer cannot be present as described in Section 5.01 of the Investor Agreements, his or her deputy), no other person (including any member of the Company’s Executive Committee) need be present and (ii) the information required to be provided to each such Seller pursuant to Section 5.01 shall be limited to the information required to be made available after the first full-year of the Opt-In Period (as such term is defined in the Investor Agreements).  For purposes of this Section 7.08, Sections 5.01 and 5.02 of the Investor Agreements, as modified by this Section 7.08, shall be deemed incorporated in and made part of this Agreement as though set forth in full herein.

ARTICLE 8

Conditions to Closing

Section 8.01.  Conditions to Obligations of Parent, Purchaser and the Sellers.  The obligations of Parent, Purchaser and each Seller to consummate the Closing are subject to the satisfaction of the following conditions:

(a)        No provision of any Applicable Law shall prohibit the consummation of the transactions contemplated by this Agreement and the Transaction Agreement.

(b)        (i) Any applicable waiting period (or extensions thereof) under the HSR Act relating to the transactions contemplated by this Agreement and the Transaction Agreement shall have expired or been terminated and (ii) any applicable waiting period (or extensions thereof) or approvals under each Foreign Antitrust Law relating to the transactions contemplated by this Agreement and the Transaction Agreement shall have expired, been terminated or been obtained, in each case, without the imposition of any Burdensome Condition on or with respect to Parent or over which Parent has an approval right pursuant to the second proviso in Section 9.01(a) of the Transaction Agreement.

(c)        All actions by or in respect of or filings with or notifications to any insurance authority that are required in connection with the consummation of the transactions contemplated by this Agreement and the Transaction Agreement, including such insurance authorities as require an order, approval, consent, non-

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disapproval or non-objection (in the case of any non-disapprovals or non-objections as evidenced by the time period prescribed by Applicable Law having elapsed without the Company or Parent having received any objection or, if no time period is statutorily prescribed, as evidenced by a reasonable period of time for receiving any objection having passed), shall have been taken, made or obtained without the imposition of any Burdensome Condition on or with respect to Parent or over which Parent has an approval right pursuant to the second proviso in Section 9.01(a) of the Transaction Agreement, and such orders, approvals, consents, non-disapprovals and/or non-objections shall be effective and shall not have been suspended, revoked or stayed.

(d)        All actions by or in respect of or filings with or notifications to any Governmental Authority (other than those referred to Section 8.01(b) and Section 8.01(c)) required to permit the consummation of the transactions contemplated by this Agreement and the Transaction Agreement (other than the Merger) shall have been taken, made or obtained without the imposition of any Burdensome Condition on or with respect to Parent or over which Parent has an approval right pursuant to the second proviso in Section 9.01(a) of the Transaction Agreement.

(e)        (i) The Parent Shares shall have been approved for listing on such European Union stock exchange selected by Parent pursuant to Section 8.10 of the Transaction Agreement or, in Parent’s reasonable judgment, such listing is reasonably expected to occur prior to the consummation of the Offer and (ii) the Parent Shares to be issued to the Sellers hereunder shall have been approved for listing on the NYSE, subject to official notice of issuance.

(f)        The S-4 (as defined in the Transaction Agreement) shall have become effective under the 1933 Act, or, in Parent’s reasonable judgment, there is no reasonable basis to believe that the S-4 would not be declared effective prior to the consummation of the Offer, and no stop order suspending the effectiveness of the S-4 shall have been issued and remain in effect and no proceedings for that purpose shall have been initiated or threatened by the SEC and shall remain pending or continuing.

(g)        Each of the Parent Shareholder Approvals and the Company Shareholder Approvals (as defined in the Transaction Agreement) shall have been obtained.

(h)        Parent shall have obtained exemptive and no-action relief from the SEC permitting Purchaser to commence and consummate the Offer in compliance with the General Rules of the AMF.

Section 8.02.  Conditions to Obligation of Parent and Purchaser.  The obligation of Parent and Purchaser to consummate the Closing is subject to the satisfaction of the following further conditions:

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(a)        (i) Each Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing;

(ii)                 the Company shall have performed in all material respects all of its obligations under the Transaction Agreement which pursuant to the terms thereof are to be performed prior to the Closing;

(iii)                 (A) the representations and warranties of each Seller contained in Sections 3.01, 3.02, 3.05 and 3.08 of this Agreement shall be true in all material respects at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time) and (A) the other representations and warranties of each Seller contained in this Agreement or in any certificate or other writing delivered by such Seller pursuant hereto (disregarding all materiality qualifications contained therein) shall be true at and as of the Closing Date as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, solely in the case of this clause (B), only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Seller’s ability to consummate the transactions contemplated by this Agreement to be consummated by it; and

(iv)                 (B) the representations and warranties of the Company contained in Sections 4.01, 4.02, 4.05, 4.06 and 4.19(a) of the Transaction Agreement shall be true in all material respects at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time), (A) the representations and warranties of the Company contained in Section 4.11 of the Transaction Agreement shall be true in all respects at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time), and (B) the other representations and warranties of the Company contained in the Transaction Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Closing Date as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, solely in the case of this clause (C), only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the

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Company; provided, however, that clause (B) above shall not be a condition for purposes of this Section 8.02 in the event the conditions set forth in Sections 8.01(f) and (g) hereof have otherwise been waived or satisfied; and

(v)       Purchaser shall have received a certificate signed by an executive of each Seller to the foregoing effect, as to such Seller only, with respect to clauses (i) and (iii) above and by an executive officer of the Company to the foregoing effect with respect to clauses (ii) and (iv) above.

(b)        Parent and Purchaser shall have received an executed counterpart to each of the Investor Agreements and the Registration Rights Agreement from each of the Sellers.

(c)        Parent shall have received the following evidence that, immediately following the Closing, the Parent Designated Directors will comprise a majority of the Company Board:

(i)        Parent shall have received resignation letters (which resignation letters shall be subject to and effective upon the Closing) from all members of the Company Board other than the Continuing Company Board Members (it being understood that the resignation of any Continuing Company Board Member shall not constitute a failure of the condition in this clause (i) to be satisfied);

(ii)       the minutes of the Company Shareholders Meeting (as defined in the Transaction Agreement) electing each Parent Designated Director; and

(iii)      the application to the Commercial Register of the Canton of Zug signed by a member of the Company Board with sole signature power (or by two members of the Company Board with joint signature power), including the notarized signatures (if notarized outside Switzerland, they must be accompanied by an Apostille (or equivalent) under the Hague Convention or superlegalized by a Swiss embassy or consulate certifying the capacity of the foreign notary) of each Parent Designated Director.

(d)        The Charter Amendment shall have become effective in accordance with the Swiss Law.

Section 8.03.  Conditions to Obligation of the Sellers.  The obligation of each Seller to consummate the Closing is subject to the satisfaction of the following further conditions:

27

(a)        Article 29 Parent and Purchaser shall have performed in all material respects all of their obligations under this Agreement and the Transaction Agreement required to be performed by it at or prior to the Closing;

(ii)       Article 30 the representations and warranties of Parent contained in Sections 4.01, 4.02, 4.05 and 4.07 of this Agreement and Sections 6.01, 6.02, 6.05 and 6.06 of the Transaction Agreement shall be true in all material respects at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time), and (A) the other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent pursuant to this Agreement and the Transaction Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Closing Date as if made at and as of such date (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, solely in the case of this clause (B), only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent;

(iii)        each Seller shall have received a certificate signed by an executive officer of Parent as to itself and Purchaser to the foregoing effect with respect to clauses (i) and (ii) above; and

(iv)        each Seller shall have received an executed counterpart to the Investor Agreements and the Registration Rights Agreement from Parent.

ARTICLE 9

Survival

Section 9.01.  Survival.  None of the representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing. None of the covenants and agreements of the parties hereto contained in this Agreement shall survive the Closing, except for this Section 9.01, Section 5.04 and Article 11, which shall survive the Closing.

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ARTICLE 10

Termination

Section 10.01.   Grounds for Termination.  This Agreement may be terminated at any time prior to the Closing:

(a)        by mutual written agreement of Sellers and Parent;

(b)        by either any Seller or Parent if the Closing shall not have been consummated on or before March 15, 2010 (the “End Date”); provided that if either party exercises its right to designate a Deferred Delivery Date (as defined in the Transaction Agreement) pursuant to Section 2.06(a)(ii) of the Transaction Agreement and the Adjustment Determination Date (as defined in the Transaction Agreement) does not occur at least 10 Business Days prior to the End Date, the End Date shall automatically be extended until the date that is 10 Business Days after the Adjustment Determination Date; provided, further, that the right to terminate this Agreement pursuant to this Section 10.01(b) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the consummation of the Closing to occur by such time;

(c)        by either any Seller or Parent if the Transaction Agreement has been terminated;

(d)        by either any Seller or Parent if there shall be any Applicable Law that makes consummation of the transactions contemplated by this Agreement or the Transaction Agreement illegal or otherwise prohibited or if consummation of the transactions contemplated hereby or thereby would violate any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction; provided that the right to terminate this Agreement pursuant to this Section 10.01(d) shall not be available to any party whose failure to comply in any material respect with any provision of this Agreement has been the direct cause of, or resulted directly in, such action;

(e)        by Parent if there shall have been a breach by any Seller of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of such Seller, which breach would, individually or in the aggregate, result in, if occurring or continuing on the Closing, the failure of the conditions set forth in Section 8.02(a) and which breach has not been cured within 30 days following written notice thereof to the Sellers or, by its nature, cannot be cured within such time period; provided that, at the time of the delivery of such notice, Parent or Purchaser shall not be in material breach of its or their obligations under this Agreement or the Transaction Agreement; or

(f)        by any Seller if there shall have been a breach by Parent or Purchaser of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement or the Transaction Agreement on the part of Parent or Purchaser, which breach would, individually or in the aggregate, result

29

in, if occurring or continuing on the Closing, the failure of the conditions set forth in Section 8.03(a) and which breach has not been cured within 30 days following written notice thereof to Parent or, by its nature, cannot be cured within such time period; provided that, at the time of the delivery of such notice, neither the Company nor any Seller shall be in material breach of its or their obligations under this Agreement or the Transaction Agreement.

The party desiring to terminate this Agreement pursuant to this Section 10.01 (other than pursuant to Section 10.01(a)) shall give notice of such termination to the other party(ies).

Section 10.02.  Effect of Termination.  In the event of termination of this Agreement by either Parent or any Seller as provided in Section 10.01, this Agreement shall forthwith become void and of no effect, and there shall be no liability or obligation on the part of Parent, Purchaser, any Seller or their respective officers, directors, employees, agents, consultants or representatives under or arising from this Agreement, except with respect to this Section 10.02 (Effect of Termination), Sections 7.05 (Standstill Provision) and 7.07 (Securityholders’ Agreement and Company Warrants) and Article 11 (Miscellaneous), which shall survive such termination, except that no party shall be relieved or released from any liabilities or damages arising out of its (i) intentional failure to fulfill a condition to the performance of the obligations of the other party or (ii) intentional failure to perform a covenant hereof.  For the avoidance of doubt, the inaccuracy of any representation or warranty herein in and of itself shall not give rise to any liability.

ARTICLE 11

Miscellaneous

Section 11.01.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

if to Parent or Purchaser, to:

PartnerRe Ltd.

Wellesley House

90 Pitts Bay Road

Pembroke

HM 11

Bermuda

Attention: Amanda Sodergren

Facsimile No.: (441) 292-3060

E-mail: amanda.sodergren@partnerre.com

30

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York  10017

Attention: Phillip R. Mills

Facsimile No.: (212) 450-3800

E-mail: phillip.mills@davispolk.com

if to a Seller, to such Seller and its counsel at their respective addresses, facsimile numbers or e-mail addresses set forth on the applicable signature page hereof, and

if to the Company, to the Company and its counsel at their respective addresses, facsimile numbers or e-mail addresses set forth in Section 11.01 of the Transaction Agreement,

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

Section 11.02.  Amendments and Waivers.  (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party, including the Company, to this Agreement, or, in the case of a waiver, by each party, including the Company, against whom the waiver is to be effective.

(b)        No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

Section 11.03.  Expenses.  (a) Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense; provided that (i) the Company shall be permitted to pay or reimburse up to 42.5% of the expenses of the Sellers if the Closing is consummated and (ii) the Sellers shall bear any securities transfer or stamp tax duty, if any, payable in connection with the transactions contemplated under this Agreement.

31

(b)        Each Seller agrees, severally as to itself but not jointly, to reimburse the Company at the Closing for its pro rata share (in proportion to the number of Parent Shares to be issued to such Seller at the Closing relative to the number of Parent Shares to be issued to all Sellers at the Closing) of 57.5% of the aggregate fees and expenses of the Accounting Referee (as defined in the Transaction Agreement) required to be borne by the Company pursuant to Section 2.06(c)(ii) of the Transaction Agreement; provided that (A) the Company shall, to the maximum extent permitted by Applicable Law, setoff the amount required to be reimbursed by each Seller pursuant to this Section 11.03(b) against the aggregate Share Capital Repayment payable to such Seller or any of its Affiliates and (B), to the extent the Share Capital Repayment is not paid immediately prior to the Closing pursuant to Section 9.03(b) of the Transaction Agreement, Purchaser shall be entitled, to the maximum extent permitted by Applicable Law, to reduce the aggregate amount of the Parent Note payable to such Seller or any of its Affiliates pursuant to Section 2.02(d) by the amount required to be reimbursed by such Seller pursuant to this Section 11.03(b).

Section 11.04.  Disclosure Schedule References.  The parties hereto agree that any reference in a particular Section of either the Seller Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) Article 33 the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and Article 34 any other representations and warranties of such party that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent to a reasonable person who has read that reference and such representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed.

Section 11.05.  Several Obligations.  The agreements and covenants of each Seller hereunder are several and not joint.

Section 11.06.  Binding Effect; Benefit; Assignment.  (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.  No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

(b)        No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each party may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time and, after the Closing Date, to any Person; provided that no such transfer or assignment shall relieve such party of its obligations hereunder or

32

enlarge, alter or change any obligation of any other party hereto or due to such party.

Section 11.07.  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.

Section 11.08.  Jurisdiction.  The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York, so long as such court shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in such court or that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of such court.   Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 11.01 shall be deemed effective service of process on such party.  The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions in any manner provided by Applicable Law.

Section 11.09.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.10.  Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto.  Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 11.11.  Entire Agreement.  This Agreement, the Confidentiality Agreements (as defined in the Transaction Agreement), and upon the entry into

33

thereof at the Closing, the applicable Investor Agreement and the Registration Rights Agreement, constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 11.12.  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 11.13.  Specific Performance.  The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the specific terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the United States District Court for the Southern District of New York, in addition to any other remedy to which they are entitled at law or in equity.

[The remainder of this page has been intentionally left blank;

the next page is the signature page.]

34

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

PARTNER RE LTD.
By:	/s/ Albert Benchimol
	Name:	Albert Benchimol
	Title:	Chief Financial Officer

Hellman & Friedman Capital Partners V (Cayman), L.P. Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. Hellman & Friedman Capital Associates V (Cayman), L.P.
By:	Hellman & Friedman Investors V (Cayman), L.P., general partner of Hellman & Friedman Capital Partners V (Cayman), L.P. and Hellman & Friedman Capital Partners V (Cayman Parallel), L.P.
	By:	Hellman & Friedman Investors V (Cayman), Ltd., general partner of Hellman & Friedman Capital Associates V (Cayman), L.P. and Hellman & Friedman Investors V (Cayman), L.P.
By:	/s/ David Tunnell
	Name:	David Tunnell
	Title:	Vice President
		Address for notices: Hellman & Friedman Capital Partners V (Cayman), L.P. Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. Hellman & Friedman Capital Associates V (Cayman), L.P. c/o Walkers SPV Limited Walker House, Mary Street, PO Box 908GT George Town, Grand Cayman, Cayman Islands with a copy to: c/o Hellman & Friedman LLC One Maritime Plaza, 12th Floor San Francisco, CA 94111 Attention: Arrie R. Park

Facsimile No.: 415 835 5408

E-mail: apark@hf.com

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017 USA

Attention: Peter J. Gordon

Facsimile No.: (212) 455-2502

E-mail: pgordon@stblaw.com

Trident III, L.P.
By:	Stone Point Capital LLC, as manager
By:	/s/ James Carey
	Name:	James Carey
	Title:	Senior Principal

Trident III Professionals Fund, L.P.
By:	Stone Point Capital LLC, as manager
By:	/s/ James Carey
	Name:	James Carey
	Title:	Senior Principal
		Address for notices: Trident III, L.P. Trident III Professionals Fund, L.P. c/o Walkers Corporate Services Limited Walkers House, 87 Mary Street George Town Grand Cayman KY1-9005 Cayman Islands Facsimile No.: 345-945-4757 E-mail: WCSL.Manager@walkersglobal.com with a copy to: Trident III, L.P. Trident III Professionals Fund, L.P c/o Stone Point Capital LLC 20 Horseneck Lane Greenwich, CT 06830 Attention: David Wermuth Facsimile No.: 203-862-2925 E-mail: dwermuth@stonepoint.com with a copy to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue

New York, NY 10017 USA

Attention: Peter J. Gordon

Facsimile No.: (212) 455-2502

E-mail: pgordon@stblaw.com

Vestar Capital Partners V, L.P.
By:	Vestar Associates V, L.P.
Its:	General Partner
	By:	Vestar Managers V Ltd.
	Its:	General Partner
By:	/s/ Brian J. Modesitt
	Name:	Brian J. Modesitt
	Title:	Managing Director

Vestar Executives V, L.P.
By:	Vestar Associates V, L.P.
Its:	General Partner
	By:	Vestar Managers V Ltd.
	Its:	General Partner
By:	/s/ Brian J. Modesitt
	Name:	Brian J. Modesitt
	Title:	Managing Director

Vestar Capital Partners V-A, L.P.
By:	Vestar Managers V Ltd.
Its:	General Partner
By:	/s/ Brian J. Modesitt
	Name:	Brian J. Modesitt
	Title:	Managing Director

Vestar Holdings V, L.P.
By:	Vestar Managers V Ltd.
Its:	General Partner
By:	/s/ Brian J. Modesitt
	Name:	Brian J. Modesitt
	Title:	Managing Director

Address for notices:

Vestar Capital Partners V, L.P.

Vestar Capital Partners V-A, L.P.

Vestar Executives V, L.P.

Vestar Holdings V, L.P.

c/o Walkers SPV Limited

Walker House, 87 Mary Street

KY1-9001, George Town, Grand Cayman

Cayman Islands

Attention: Mr. Rolf Lindsay

Facsimile No.: 345-814-8207

E-mail: rolf.lindsay@walkersglobal.com

with a copy to:

Vestar Capital Partners V, L.P.

Vestar Capital Partners V-A, L.P.

Vestar Executives V, L.P.

Vestar Holdings V, L.P.

245 Park Avenue, 41st Floor

New York, NY10167

Attention: Brian J. Modesitt

Facsimile No.: 212-808-4922

E-mail: bmodesitt@vestarcapital.com

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017 USA

Attention: Peter J. Gordon

Facsimile No.: (212) 455-2502

E-mail: pgordon@stblaw.com

Crestview Partners (Outbound), L.P.
By:	Crestview Partners GP (Outbound), L.P., its general partner
By:	Crestview, L.L.C., its general partner
By:	/s/ Barry S. Volpert
	Name:	Barry S. Volpert
	Title:	Chairman and Chief Executive Officer

Crestview Partners TE (Outbound), L.P.
By:	Crestview Partners GP (Outbound), L.P., its general partner
By:	Crestview, L.L.C., its general partner
By:	/s/ Barry S. Volpert
	Name:	Barry S. Volpert
	Title:	Chairman and Chief Executive Officer

Crestview Partners ERISA (Outbound), L.P.
By:	Crestview Partners GP (Outbound), L.P., its general partner
By:	Crestview, L.L.C., its general partner
By:	/s/ Barry S. Volpert
	Name:	Barry S. Volpert
	Title:	Chairman and Chief Executive Officer

Crestview Partners (PF), L.P.
By:	Crestview Partners GP, L.P., its general partner
By:	Crestview, L.L.C., its general partner
By:	/s/ Barry S. Volpert
	Name:	Barry S. Volpert
	Title:	Chairman and Chief Executive Officer

Crestview Offshore Holdings (Cayman), L.P.
By:	Crestview Partners GP, L.P., its general partner
By:	Crestview, L.L.C., its general partner
By:	/s/ Barry S. Volpert
	Name:	Barry S. Volpert
	Title:	Chairman and Chief Executive Officer

Address for notices:

Crestview Partners (Outbound), L.P.

Crestview Partners TE (Outbound), L.P.

Crestview Partners ERISA (Outbound), L.P.

Crestview Offshore Holdings (Cayman), L.P.

c/o Maples and Calder

P.O. Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Facsimile No.: 345-949-8080

Crestview Partners (PF), L.P.

667 Madison Avenue, 10th Floor

New York, NY10065

Attention: Adam Klein

Facsimile No.: 212-906-0793

E-mail: aklein@crestview.com

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017 USA

Attention: Peter J. Gordon

Facsimile No.: (212) 455-2502

E-mail: pgordon@stblaw.com

Caisse de depot et placement du Québec
By:	/s/ Cyrille Vittecoq
	Name:	Cyrille Vittecoq
	Title:	Vice-President, Investments

By:	/s/ François Boudreault
	Name:	François Boudreault
	Title:	Manager

Address for notices:

Caisse de depot et placement du Québec

1000, Place Jean-Paul-Riopelle

Montréal, Québec

Canada H2Z 2B3

Attention: Robert Côté

Facsimile No.: 514-281-5212

E-mail: rcote@lacaisse.com

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017 USA

Attention: Peter J. Gordon

Facsimile No.: (212) 455-2502

E-mail: pgordon@stblaw.com

Allegheny New Mountain Partners (Cayman), L.P.
By:	New Mountain Investments II (Cayman), L.P., its General Partner
By:	NMI II (Cayman) GP, Ltd., its General Partner
By:	/s/ Steven B. Klinsky
	Name:	Steven B. Klinsky
	Title:	Director

New Mountain Partners II (Cayman), L.P.
By:	New Mountain Investments II (Cayman), L.P., its General Partner
By:	NMI II (Cayman) GP, Ltd., its General Partner
By:	/s/ Steven B. Klinsky
	Name:	Steven B. Klinsky
	Title:	Director

New Mountain Affiliated Investors II (Cayman), L.P.
By:	New Mountain Investments II (Cayman), L.P., its General Partner
By:	NMI II (Cayman) GP, Ltd., its General Partner
By:	/s/ Steven B. Klinsky
	Name:	Steven B. Klinsky
	Title:	Director

Address for notices:

New Mountain Partners II (Cayman), L.P.

Allegheny New Mountain Partners (Cayman), L.P.

New Mountain Affiliated Investors II (Cayman), L.P.

c/o Walkers Corporate Services Limited

Walker House, 87 Mary Street

George Town

Grand Cayman KY1-9002

Cayman Islands

with a copy to:

New Mountain Partners II (Cayman), L.P.

Allegheny New Mountain Partners (Cayman), L.P.

New Mountain Affiliated Investors II (Cayman), L.P.

787 7th Avenue, 49th Floor

New York, New York10019

Attention: Robert Mulcare

Facsimile No.: 212-582-2277

E-mail: rmulcare@newmountaincapital.com

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017 USA

Attention: Peter J. Gordon

Facsimile No.: (212) 455-2502

E-mail: pgordon@stblaw.com

PARIS RE HOLDINGS LIMITED, solely for purposes of Sections 7.04, 7.05, 7.07(a), 11.02 and 11.03
By:	/s/ Hans-Peter Gerhardt
	Name:	Hans-Peter Gerhardt
	Title:	CEO

EX-2.2

Exhibit 2.2

EXECUTION COPY

TRANSACTION AGREEMENT

dated as of

July 4, 2009

between

PARIS RE HOLDINGS LIMITED,

and

PARTNERRE LTD.

TABLE OF CONTENTS

________________

PAGE

ARTICLE 1

DEFINITIONS

Section 1.01.  Definitions	2
Section 1.02.  Other Definitional and Interpretative Provisions	13

ARTICLE 2

THE OFFER

Section 2.01.  The Offer	13
Section 2.02.  Company Action	15
Section 2.03.  Adjustments	17
Section 2.04.  No Fractional Shares	18
Section 2.05.  Withholding Rights	18
Section 2.06.  Tangible Book Value Per Share Adjustment	18
Section 2.07.  Post-Closing Dividend Adjustment	24

ARTICLE 3

THE MERGER

Section 3.01.  Compulsory Merger	25
Section 3.02.  Treatment of Company Options and Company RSUs	25
Section 3.03.  Treatment of Company Warrants	27

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.01.  Existence and Power	27
Section 4.02.  Authorization	28
Section 4.03.  Governmental Authorization	29
Section 4.04.  Non-contravention	29
Section 4.05.  Capitalization	30
Section 4.06.  Subsidiaries	31
Section 4.07.  AMF Filings	32
Section 4.08.  Financial Statements	33
Section 4.09.  Tangible Book Value Per Share	33
Section 4.10.  Disclosure Documents	33
Section 4.11.  Foreign Private Issuer; Tier I Exemptive Relief	34
Section 4.12.  Absence of Certain Changes	34
Section 4.13.  Employee Benefits; ERISA	34

i

Section 4.14.  Labor and Employment	37
Section 4.15.  Key Employees	38
Section 4.16.  Transaction Expenses	38
Section 4.17.  Opinion of Financial Advisor	39
Section 4.18.  Takeover Statutes	39
Section 4.19.  Certain Company Contractual Matters	39
Section 4.20.  No Other Representations	40

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND OF PARENT

Section 5.01.  No Undisclosed Material Liabilities	40
Section 5.02.  Compliance with Laws and Court Orders	41
Section 5.03.  Litigation	41
Section 5.04.  Properties	42
Section 5.05.  Intellectual Property	42
Section 5.06.  Taxes	43
Section 5.07.  Environmental Matters	44
Section 5.08.  Material Contracts	45
Section 5.09.  Agreements with Regulators	48
Section 5.10.  Reserves	48
Section 5.11.  Insurance Coverage	49
Section 5.12.  Insurance Matters	49
Section 5.13.  Investments; Derivatives	55

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF PARENT

Section 6.01.  Existence and Power	56
Section 6.02.  Authorization	56
Section 6.03.  Governmental Authorization	57
Section 6.04.  Non-contravention	58
Section 6.05.  Capitalization	58
Section 6.06.  Subsidiaries	59
Section 6.07.  SEC Filings	60
Section 6.08.  Disclosure Documents	61
Section 6.09.  Financial Statements	62
Section 6.10.  Tangible Book Value Per Share	62
Section 6.11.  Absence of Certain Changes	62
Section 6.12.  Finders’ Fees	62
Section 6.13.  Opinion of Financial Advisor	62
Section 6.14.  Taxes	63
Section 6.15.  No Other Representations	63

ii

ARTICLE 7

COVENANTS OF THE COMPANY

Section 7.01.  Conduct of the Company	63
Section 7.02.  Company Shareholder Approvals; Company Shareholders Meeting	69
Section 7.03.  Swiss Federal Tax Ruling	70
Section 7.04.  Alternative Structure in Lieu of the Swiss Federal Tax Ruling	71
Section 7.05.  Access to Information	71
Section 7.06.  No Solicitation; Other Offers	72
Section 7.07.  Currency Rate Hedge	75
Section 7.08.  IFRS Financial Statements	75
Section 7.09.  Closing Balance Sheet	75

ARTICLE 8

COVENANTS OF PARENT

Section 8.01.  Conduct of Parent	76
Section 8.02.  Formation of Purchaser	77
Section 8.03.  Obligations of Purchaser	78
Section 8.04.  Voting of Shares	78
Section 8.05.  Director and Officer Liability	78
Section 8.06.  Parent Shareholder Meeting	80
Section 8.07.  No Solicitation; Other Offers	81
Section 8.08.  Protection of Directors and Management	82
Section 8.09.  Composition of Parent Board	83
Section 8.10.  Stock Exchange Listing	83
Section 8.11.  Retrocession Cooperation	83
Section 8.12.  Employment Matters	83
Section 8.13.  Tax Matters	86

ARTICLE 9

ADDITIONAL AGREEMENTS

Section 9.01.  Reasonable Best Efforts	86
Section 9.02.  Parent S-4 and Proxy Statement	88
Section 9.03.  Share Capital Repayment	89
Section 9.04.  Certain Filings	92
Section 9.05.  Public Announcements	92
Section 9.06.  Notices of Certain Events	93
Section 9.07.  Takeover Statutes	94
Section 9.08.  Cantonal Tax Ruling	94

iii

ARTICLE 10

TERMINATION

Section 10.01.  Termination	95
Section 10.02.  Effect of Termination	97

ARTICLE 11

MISCELLANEOUS

Section 11.01.  Notices	98
Section 11.02.  Survival	100
Section 11.03.  Amendments and Waivers	100
Section 11.04.  Expenses	100
Section 11.05.  Disclosure Schedule References; Disclosure Document References	100
Section 11.06.  Binding Effect; Benefit; Assignment	101
Section 11.07.  Governing Law	102
Section 11.08.  Jurisdiction	102
Section 11.09.  WAIVER OF JURY TRIAL	102
Section 11.10.  Counterparts; Effectiveness	102
Section 11.11.  Entire Agreement	103
Section 11.12.  Severability	103
Section 11.13.  Specific Performance	103

ANNEX A	Offer Commencement Conditions
EXHIBIT A	Material Terms of Offer
EXHIBIT B-1	Company Tangible Book Value Per Share Estimate as of March 31, 2009
EXHIBIT B-2	Parent Tangible Book Value Per Share Estimate as of March 31, 2009
EXHIBIT C	Illustrative Example
EXHIBIT D	Form of Merger Agreement
EXHIBIT E	Form of Charter Amendment
EXHIBIT F	Intercompany Loan

iv

TRANSACTION AGREEMENT

TRANSACTION AGREEMENT (this “Agreement”) dated as of July 4, 2009, between PARIS RE Holdings Limited, a Swiss corporation (the “Company”), and PartnerRe Ltd., a Bermuda exempted company (“Parent”).

W I T N E S S E T H :

WHEREAS, the respective boards of directors of the Company and Parent have approved the acquisition of the Company by Parent on the terms and subject to the conditions set forth in this Agreement and the Securities Purchase Agreement (as defined below) and determined that the transactions contemplated hereby and thereby are in the best interest of the respective Person and its shareholders;

WHEREAS, on the terms and subject to the conditions set forth herein, Parent will form Purchaser (as defined below) and cause Purchaser to commence a public exchange offer having the terms and conditions set forth in Exhibit A hereto (as it may be amended from time to time as permitted by this Agreement, the “Offer”) to purchase (i) any and all of the outstanding common bearer shares, CHF 4.51 par value per share, of the Company (the “Company Shares”) not owned by Purchaser or any of its Affiliates after giving effect to the transactions contemplated by the Securities Purchase Agreement (as defined below) in exchange for 0.300 common shares, US$1.00 par value per share, of Parent (“Parent Shares”) per Company Share, subject to adjustment pursuant to Sections 2.06(d) and 2.07 (as so adjusted, the “Per Share Consideration”), and (ii) any and all warrants to purchase Company Shares (the “Company Warrants”) not owned by Purchaser after giving effect to the transactionscontemplated by the Securities Purchase Agreement in exchange for 0.167 Parent Shares per Company Warrant, subject to adjustment pursuant to Sections 2.06(d) (as so adjusted, the “Per Warrant Consideration” and, together with the Per Share Consideration, the “Offer Consideration”);

WHEREAS, on the terms and subject to the conditions set forth herein, the Company Board (as defined below) has declared and recommended, and shall convene a meeting of the Company’s shareholders for the purpose of approving a reduction of the Company’s share capital in a CHF amount equivalent to USD$3.85 per Company Share or such lesser amount as may be paid in accordance with Section 9.03 (the “Share Capital Repayment”);

WHEREAS, provided Purchaser and its Affiliates owns at least 90% of the outstanding Company Shares following consummation of the Offer, Parent will cause the Company to be merged with and into Purchaser, with each outstanding Company Share not owned by Parent or any of its Affiliates (as defined below) being exchanged for the right to receive the Per Share

Consideration, and whereupon the separate existence of the Company shall cease and Purchaser shall be the surviving company (the “Surviving Company”); and

WHEREAS, the parties intend, to the extent permitted by Applicable Law, for the Merger, together with the other transactions contemplated herein and in the Securities Purchase Agreement, to qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. (a) As used herein, the following terms have the following meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided that (i) none of the Company or any of its Subsidiaries shall beconsidered an Affiliate of any of Parent or any of its Affiliates (other than the Company and its Subsidiaries), (ii) none of Parent or any of its Affiliates (other than the Company and its Subsidiaries) shall be considered an Affiliate of the Company or any of its Subsidiaries, (iii) none of the Sellers and their respective Affiliates (other than the Company and its Subsidiaries) shall be considered an Affiliate of the Company or any of its Subsidiaries, and (iv) no portfolio company in which any Seller or an Affiliate of a Seller has any investment shall be considered an Affiliate of such Seller or Affiliate.

“AMF” means the Autorité des Marchés Financiers.

“Applicable Law” means, with respect to any Person, any supranational, foreign, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, permit, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated, made mandatory or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Applicable SAP” means any applicable statutory accounting principles prescribed or permitted by an insurance regulatory authority.

2

“Balance Sheet Date” means December 31, 2008.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, Paris or Zurich are authorized or required by Applicable Law to close.

“CHF” means Swiss Francs, being the lawful currency of Switzerland.

“Closing” has the meaning set forth in Section 2.02 of the Securities Purchase Agreement.

“Company Acquisition Proposal” means, other than the transactions contemplated by this Agreement and the Securities Purchase Agreement, any Third Party offer, proposal or inquiry relating to, or any Third Party indication of interest in, (i) any acquisition or purchase of 5% or more of the consolidated assets of the Company and its Subsidiaries, taken as a whole, (ii) any acquisition or purchase of, or, tender offer (including a self-tender offer) or exchange offer for, its voting securities, that, if consummated, would result in such Third Party beneficially owning securities representing 5% or more of its total voting power (or of the surviving Company entity in such transaction) or the voting power of any of its Subsidiaries whose assets, individually or in the aggregate, constitute 5% or more of the consolidated assets of the Company, (iii) a merger, amalgamation, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 5% or more of the consolidated assets of the Company or (iv) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or the Securities Purchase Agreement, or that could reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by this Agreement or the Securities Purchase Agreement.

“Company Disclosure Schedule” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent.

“Disclosure Schedule” means the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable.

“Environmental Laws” means any Applicable Law relating to human health and safety, the environment or to pollutants, contaminants, wastes or chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials.

3

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” of any entity means any other entity which, together with such entity, would be treated as a single employer under Section 414 of the Code.

“FASB” means the Financial Accounting Standards Board.

“Financial Guaranty Contract” means the reinsurance of insurance policies that provide guarantees resulting in credit rating enhancement to debt instruments.

“FINMA” means the Swiss Financial Market Supervisory Authority FINMA.

“French Participant” means a participant in a Company Stock Plan (i) who is or has been subject to French taxation (i.e., income tax and/or social security contributions) during the period between (x) the date of grant of the Company Option and/or the Company RSU and (y) the exercise of his or her Company Options and/or the vesting of his or her Company RSUs or (ii) whose Award Document (as defined in the Company Stock Plan) provides that he or she is considered a French Participant and therefore is subject to the provisions of the Company Stock Plan applicable to French Participants.

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

“General Rules of the AMF” means the Règlement général de l’Autorité des marchés financiers and any instruction, regulation or recommendationenacted, adopted, promulgated or applied by the AMF.

“Governmental Authority” means any transnational, domestic or foreign federal, state or local, governmental, regulatory or administrative (including social security) authority, department, court, agency or official, including any political subdivision thereof.

“Hazardous Substances” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, or any substance, waste or material having any constituent elements displaying any of the foregoing characteristics, including, without limitation, petroleum, its derivatives, by products and other hydrocarbons, and any substance, waste or material regulated under any Environmental Law.

4

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“IASB” means the International Accounting Standards Board.

“Intellectual Property” means (i) trademarks, service marks, brand names, certification marks, trade dress, domain names and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application, (ii) inventions and discoveries, whether patentable or not, in any jurisdiction, patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction, (iii) Trade Secrets, (iv) writings and other works, whether copyrightable or not, in any jurisdiction, and any and all copyright rights, whether registered or not, and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof, (v) rights in and to Software, (vi) moral rights, database rights, design rights, industrial property rights, publicity rights and privacy rights and (vii) any similar intellectual property or proprietary rights.

“International Plan” means, whether written or as a result of Company custom required by applicable law, (x) any employment, consultancy, severance or similar agreement, plan, arrangement or policy; (y) any other plan or arrangement providing for compensation, bonuses, profit-sharing, equity or equity-based compensation or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, workers’ compensation, termination payments, health and safety, working conditions or professional training programs, employee representation provisions, supplemental unemployment benefits and post-employment or retirement benefits (including compensation, pension or insurance benefits); or (z) any loan, which is sponsored, maintained, administered, contributed to, extended or arranged by the Company or any of its Subsidiaries and covers any current of former employee, officer, director or independent contractor of the Company, provided that in each of clauses (x), (y) and (z) such individuals are located outside of the United States.

“knowledge” means the actual knowledge, after reasonable inquiry, of the officers of Parent and its Subsidiaries set forth in Section 1.01 of the Parent Disclosure Schedule or the officers of the Company and its Subsidiaries set forth in Section 1.01 of the Company Disclosure Schedule, as the case may be. It is agreed that the actual knowledge of the individuals listed in the Disclosure Schedules excludes any knowledge which may be implied, imputed or construed from or on the basis of the knowledge of any other Person including, without

5

limitation, professional advisers or any other employee, director or officer of the Company, Parent or any of their respective Subsidiaries not so listed.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset. For purposes of this Agreement, a Person shall be deemed to own subject to a Lien any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

“Liquidity Agreement” means an agreement made among the Company, Parent and the individual mentioned in the acceptance form to the Liquidity Agreement, which provides certain holders of Company Options the opportunity to exchange the Company Shares (or shares of Purchaser) delivered to such beneficiary in connection with such Company Options for Parent Shares.

“Market Value” means, as of any date of determination, the average closing price of the Parent Shares on the New York Stock Exchange for the 20 trading days immediately prior to such date.

“Material Adverse Effect” means, with respect to any Person, any change, state of facts, event, occurrence or circumstance, that, individually or when taken together, has a material adverse effect on (i) the financial condition, business, assets or results of operations of such Person and its Subsidiaries, taken as a whole, excluding any effect resulting from (A) changes in the financial or securities markets or general economic, regulatory or political conditions in the United States of America, France, Switzerland, Bermuda or any other market in which such Person or its Subsidiary operates not having a materially disproportionate effect on such Person and its Subsidiaries, taken as a whole, relative to other participants primarily in the reinsurance industry, (B) changes or conditions generally affecting the reinsurance industry not having a materially disproportionate effect on such Person and its Subsidiaries, taken as a whole, relative to other participants primarily in the reinsurance industry, (C) acts of war, sabotage or terrorism not having a materially disproportionate effect on such Person and its Subsidiaries, taken as a whole, relative to other participants primarily in the reinsurance industry, (D) any failure by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (it being understood that this clause (D) shall not prevent a party from asserting that any fact, change, event, occurrence, circumstance or effect that may have contributed to such failure independently constitutes or contributes to a Material Adverse Effect), (E) changes or conditions resulting in liabilities under reinsurance contracts, including any effects resulting from any earthquake, hurricane, tornado, windstorm, terrorist act, act of war or other natural or man-made disaster, (F) any change or

6

announcement of a potential change in such Person’s or any of its Subsidiaries’ credit or claims paying rating or the ratings of any of its or its Subsidiaries’ businesses or securities (it being understood that this clause (F) shall not prevent a party from asserting that any fact, change, event, occurrence, circumstance or effect that may have contributed to such change or potential change independently constitutes or contributes to a Material Adverse Effect), (G) a change in the trading prices or volume of such Person’s capital stock (it being understood that this clause (G) shall not prevent a party from asserting that any fact, change, event, occurrence, circumstance or effect that may have contributed to such change independently constitutes or contributes to a Material Adverse Effect), (H) the execution, delivery and announcement of this Agreement and the Securities Purchase Agreement and the transactions contemplated hereby and thereby, including any loss or adverse change in, the relationship of such Person or any of its Subsidiaries with its customers, officers, employees, agents, suppliers, financing sources, business partners or regulators, (I) changes of Applicable Law, GAAP or of SAP, including accounting and financial reporting pronouncements by the IASB, the SEC, the NAIC and FASB not having a materially disproportionate effect on such Person and its Subsidiaries, taken as a whole, relative to other participants primarily in the reinsurance industry and (J) any action or failure to act required to be taken by a Person pursuant to the terms of this Agreement, or (ii) such Person’s ability to consummate the Closing.

“NAIC” means the National Association of Insurance Commissioners.

“Non-French Participant” means a participant in a Company Stock Plan who is not a French Participant.

“1933 Act” means the Securities Act of 1933.

“1934 Act” means the Securities Exchange Act of 1934.

“Parent Acquisition Proposal” means any Third Party offer, proposal or inquiry relating to, or any Third Party indication of interest in, (i) any acquisition or purchase of 50% or more of the consolidated assets of Parent and its Subsidiaries, taken as a whole, (ii) any acquisition or purchase of, or, tender offer (including a self-tender offer) or exchange offer for, its voting securities, that, if consummated, would result in such Third Party beneficially owning securities representing 50% or more of its total voting power (or of the surviving Parent entity in such transaction), (iii) a merger, amalgamation, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Parent or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 50% or more of the consolidated assets of Parent or (iv) any other transaction the consummation of which could reasonably be

7

expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or the Securities Purchase Agreement.

“Parent Disclosure Schedule” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

“PBGC” means the U.S. Pension Benefit Guaranty Corporation.

“Permitted Lien” means (i) statutory liens securing payments not yet due and payable, (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as are not material in amount or do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (iii) restrictions on transfer imposed by Applicable Law (other than due to the failure to comply with such Applicable Law), (iv) assets pledged or transferred to secure reinsurance or retrocession obligations or (v) statutory deposits.

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

“Purchase” has the meaning set forth in the recitals of the Securities Purchase Agreement.

“Purchaser” means, (i) in the event that the Cantonal Tax Ruling with respect to GmbH Purchaser is obtained within the period specified in Section 8.02 and Parent has not exercised its right to form Bermuda Purchaser (as described in Section 8.02), GmbH Purchaser; (ii) in the event that the Cantonal Tax Ruling with respect to GmbH Purchaser is not obtained within the period specified in Section 8.02 and Parent has not exercised its right to form Bermuda Purchaser (as described in Section 8.02), AG Purchaser; or (iii) in the event Parent has exercised its right to form Bermuda Purchaser (as described in Section 8.02), for purposes of the Offer and Article 2 of this Agreement, Bermuda Purchaser, for purposes of the Merger and Article 3 of this Agreement, GmbH Purchaser, and for all other purposes of this Agreement, Bermuda Purchaser and GmbH Purchaser, collectively.

“SEC” means the Securities and Exchange Commission.

“Securities Purchase Agreement” means the Securities Purchase Agreement dated as of the date hereof among the Company, Parent and the Sellers named therein.

8

“Seller” has the meaning set forth in the recitals of the Securities Purchase Agreement.

“Software” means computer software, whether in source code or object code form, and all associated documentation.

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person.

“Swiss Cartel Act” means the Swiss Federal Act on Cartels and Other Restraints of Competition and its implementing ordinances.

“Tax” means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, withholding on amounts paid to or by any Person, such as social security contributions), together with any interest, penalty, addition to tax or additional amount imposed by any Governmental Authority (a “Taxing Authority”) responsible for the imposition of any such tax (domestic or foreign), and any liability for any of the foregoing as transferee and (ii) liability of any Person for the payment of any amount of the type described in clause (i) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined or unitary group, or a party to any agreement or arrangement, as a result of which liability of such Person to a Taxing Authority is determined or taken into account with reference to the activities of any other Person.

“Tax Return” means all returns and reports relating to Taxes (including claims for refund, elections, declarations, disclosures, schedules, estimates and information returns), and including any amendment thereof, required to be supplied to a Taxing Authority.

“Technology” means (i) computers, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other similar equipment and (ii) Software and all associated documentation.

“Third Party” means any Person, including as defined in Section 13(d) of the 1934 Act, other than Parent or any of its Affiliates.

“Title IV Plan” means any US Employee Plan subject to Title IV of ERISA.

“Trade Secrets” means trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any Person.

9

“US Employee Plan” means, whether or not written, any (w) “employee benefit plan”, as defined in Section 3(3) of ERISA; (x) any employment, consultancy, severance, change in control or similar service agreement, plan, arrangement or policy; (y) any other plan or arrangement providing for compensation, bonuses, profit-sharing, equity or equity-based compensation or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, workers’ compensation, supplemental unemployment benefits and post- employment or retirement benefits (including compensation, pension or insurance benefits); or (z) any loan; in each case which is sponsored, maintained, administered, contributed to, extended or arranged by the Company or any Affiliate and covers any current of former employee, director or independent contractor of the Company or any of its Subsidiaries who is or was employed or providing services within the United States or with respect to which the Company or any of its Subsidiaries has any liability with respect to such individuals; provided that any International Plan shall not constitute a US Employee Plan.

“WARN Act” means the U.S. Worker Adjustment and Retraining Notification Act and any foreign, state or local equivalent.

(b) Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Accounting Referee	2.06
Additional Cantonal Tax Ruling	9.08
Adjustment Amount	2.06
Adjustment Determination Date	2.06
Administrator	5.12
Adverse Company Recommendation Change	7.06
Adverse Parent Recommendation Change	8.07
AG Purchaser	8.02
Agent	5.12
Agreement	Preamble
APIC	7.03
April Confidentiality Agreement	7.05
Bermuda Purchaser	8.02
Burdensome Condition	9.01
Cantonal Tax Ruling	9.08
CERCLA	5.07
Charter Amendment	4.02
Closing Balance Sheet	7.09
Code	Recitals
Company	Preamble

10

Term	Section
Company Employees	8.12
Company AMF Documents	4.07
Company Board	2.02
Company Board Recommendation	4.02
Company Disclosure Documents	4.10
Company Financial Advisor	4.17
Company Financial Statements	4.08
Company Options	4.05
Company RSU	3.02
Company Securities	4.05
Company Shareholder Approvals	4.02
Company Shareholders Meeting	7.02
Company Shares	Recitals
Company Stock Plan	3.02
Company Subsidiary Securities	4.06
Company Warrants	Recitals
Confidentiality Agreements	7.05
Converted Warrant	3.02
D&O Insurance	8.05
Deferred Delivery Date	2.06
Effective Time	3.01
e-mail	11.01
Final Offer Recommendation	2.02
Foreign Antitrust Laws	4.03
40% Differential Book Value Per Share Decline	2.06
GmbH Purchaser	8.02
IFRS	4.08
Indemnified Person	8.05
Independent Auditor	7.08
Independent Directors	2.02
Independent Expert	2.02
Initial Offer Recommendation	4.02
Insurance Entities	5.12
Investment Assets	5.13
Leased Real Property	5.04
Material Contract.	5.08
May Confidentiality Agreement	7.05
Measurement Date	2.06
Merger	3.01
Merger Ratio	3.02
NYSE	8.10
OFAC	5.02
Offer	Recitals

11

Term	Section
Offer Consideration	Recitals
Offer Documents	2.01
Offer Filing Date	2.01
Outstanding Shares	2.06
Parent	Preamble
Parent Board	6.02
Parent Board Recommendation	6.02
Parent Financial Statements	6.09
Parent Option	3.02
Parent RSU	3.02
Parent SEC Documents	6.07
Parent Securities	6.05
Parent Shareholder Approvals	6.02
Parent Shareholder Meeting	8.06
Parent Shares	Recitals
Parent Subsidiary Securities	6.06
Parent Termination Fee	10.02
Per Share Consideration	Recitals
Per Warrant Consideration	Recitals
Policies	5.12
Proxy Statement	9.02
Purchaser Option	3.02
Purchaser Shares	3.02
Real Property Schedule	5.04
Reinsurance Agreements	5.12
Reply Document	2.02
Representatives	7.06
Retention Period	8.12
S-4	9.02
Sanctions	5.02
SCR Pre-Conditions	9.03
SCR Intercompany Loan	9.03
SCR Step Plan	9.03
Share Capital Repayment	Recitals
Statutory Statements	5.12
Superior Proposal	7.06
Surviving Company	Recitals
Swiss Federal Tax Ruling	7.03
Tangible Book Value Per Share	2.06
Tangible Book Value Per Share Differential	2.06
Tangible Book Value Per Share Estimate	2.06
Tangible Book Value Per Share Statement	2.06
UNSC	5.02

12

Term	Section
Zug Tax Administration	9.08

Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Annexes, Exhibits and Schedules are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Annexes, Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.

ARTICLE 2

THE OFFER

Section 2.01. The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.01 and (ii) none of the events set forth in Annex A hereto shall exist or have occurred and be continuing (each of which events Parent expressly reserves the right to waive in its sole discretion), as promptly as practicable after the Closing, Purchaser shall file the Offer with the AMF on terms that can be declared compliant by the AMF. The date on which Purchaser files the Offer is referred to as the “Offer Filing Date”.

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(b)Purchaser expressly reserves the right prior to the Offer Filing Date to make any change in the terms or conditions of the Offer; provided that, without the prior written consent of the Company, Purchaser shall not:

(i)  decrease the Per Share Consideration or the Per Warrant Consideration;

(ii)  change the form of consideration to be paid in the Offer;

(iii)decrease the number of Company Shares or Company Warrants sought in the Offer;

(iv)extend or otherwise change the expiration date of the Offer except as otherwise provided herein; or

(v)otherwise amend, modify or supplement any terms of the Offer in a manner adverse to the holders of the Company Shares or Company Warrants.

(c)The Offer shall be conducted in accordance with the General Rules of the AMF applicable to a simplified share exchange offer (offre publique d’échange simplifiée). Additionally, the Offer will expire in accordance with theoffer timetable agreed to by the AMF. Notwithstanding the foregoing, without the consent of the Company, and in accordance with the General Rules of the AMF, Purchaser shall have the right to extend the Offer (i) from time to time if, at the scheduled or extended expiration date of the Offer, either (A) the S-4 has not been declared effective by the SEC upon a request therefor, there is a stop order suspending the effectiveness of the S-4 or proceedings for that purpose have been initiated or threatened by the SEC or (B) the Parent Shares have not been approved for listing on a European Union stock exchange selected by Parent pursuant to Section 8.10, and (ii) for any period required by any rule, regulation, interpretation or position of the AMF or the staff thereof applicable to the Offer or any period otherwise required by Applicable Law.

(d)Subject to the terms and conditions set forth in this Agreement, Purchaser shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer and in accordance with the General Rules of the AMF, all Company Shares and Company Warrants validly tendered and not withdrawn pursuant to the Offer.

(e)As promptly as practicable after the Closing, Parent and Purchaser shall cause a presenting bank (banque présentatrice) to file with the AMF the offer letter (lettre d’offre) and the offer document (la note d’information) and shall publish a press release in accordance with the General Rules of the AMF (together, as amended from time to time, the “Offer Documents”). The

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Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and amendments thereto each time before any such document is filed with the AMF, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Purchaser shall provide the Company and its counsel with (i) any comments or other communications, whether written or oral, that Parent, Purchaser or their counsel may receive from time to time from the AMF or its staff with respect to the Offer Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in Parent’s and Purchaser’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent, Purchaser and their counsel in any discussions with the AMF. Public distribution of the AMF approved Offer Documents shall occur no later than the second trading day following issuance by the AMF of the statement of compliance (déclaration de conformité), and Purchaser and Parent shall use their reasonable best efforts toobtain such statement as promptly as practicable following the Closing. The AMF approved Offer Documents shall be made available free of charge at the office of Parent and the sponsoring institutions and a summary of the Offer shall be published in at least one daily newspaper with nationwide circulation in France that covers economic and financial news.

(f) Other than as provided in the SEC Relief (as defined in the Securities Purchase Agreement), Parent and Purchaser shall conduct the Offer in compliance with the 1933 Act, the 1934 Act and the respective rules promulgated thereunder.

Section 2.02. Company Action. (a) The Company represents that the board of directors of the Company (the “Company Board”), at a meeting duly called and held, has unanimously made the Initial Offer Recommendation. The Company has been advised that all of its directors and executive officers who own Company Shares intend to tender such shares pursuant to the Offer. The Company shall promptly furnish Parent with such information and such assistance as Parent may reasonably request in connection with the Offer.

(b)Promptly following the date hereof, the Company shall appoint an independent expert from the list of individuals set forth on Section 2.02(b) of the Company Disclosure Schedule (the “Independent Expert”) to prepare a report pursuant to Article 261-1-1 of the General Rules of the AMF.

(c)As soon as practicable after the Offer Filing Date and no later than five trading days following the publication by the AMF of the statement of compliance (déclaration de conformité), the Company shall (i) convene a meeting of the Company Board for the purpose of seeking, subject to Section 7.06(b), a recommendation in accordance with Article 231-16 of the General Rules of the

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AMF that is consistent with the Initial Offer Recommendation (the “Final Offer Recommendation”) and (ii) file with the AMF the draft reply document (la noteen réponse) (as amended from time to time, the “Reply Document”), which shallinclude, amongst others, the report of the Independent Expert and shall contain, subject to Section 7.06(b), the Final Offer Recommendation, if any. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Reply Document and amendments thereto each time before such document is filed with the AMF, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Purchaser and their counsel. The Company shall provide Parent, Purchaser and their counsel with (x) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the AMF or its staff with respect to the Reply Document promptly after receipt of those comments or other communications and (y) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company and its counsel in any discussions with the AMF.

(d)               (i) Following the Closing and until the Effective Time, Purchaser shall, and Parent shall cause Purchaser to, use its reasonable best efforts to cause directors on the Company Board on the date of this Agreement that are not Affiliates or associates (as defined in Rule 12b-2 under the 1934 Act) of any Seller to constitute at least one-third of the directors on the Company Board (such directors, the “Independent Directors”).

(ii)If any Independent Director is unable or unwilling to serve due to death, disability, resignation or any other reason, the remaining Independent Director(s) shall be entitled to nominate another individual (provided that such person is not an employee of the Company, Parent or any of their respective Subsidiaries and is “independent” (as defined in the Company’s organizational regulations dated as of May 7, 2007) of each of the Company and Parent) to fill the vacancy, and Purchaser shall take all action reasonably necessary to cause the election of such individual, including nominating such individual to be elected as a director to the Company Board, calling an extraordinary general meeting or holding an ordinary general meeting within a reasonable period thereafter and voting, or causing to be voted, all Company Shares beneficially owned by it or any of its Affiliates in favor of the election of such individual. Any such individual so elected as a director of the Company Board shall be deemed to be an Independent Director for purposes of this Agreement.

(iii)If no Independent Director then remains, the other directors on the Company Board shall nominate individuals representing at least one-third of the directors on the Company Board (provided that each such person is not an employee of the Company, Parent or any of their

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respective Subsidiaries and is “independent” (as defined in the Company’s organizational regulations dated as of May 7, 2007) of each of the Company and Parent) to fill the vacancies, and Purchaser shall take all action reasonably necessary to cause the election of such individuals, including nominating such individuals to be elected as directors to the Company Board, calling an extraordinary general meeting or holding an ordinary general meeting within a reasonable period thereafter and voting, or causing to be voted, all Company Shares beneficially owned by it or any of its Affiliates in favor of the election of such individuals. Any such individuals so elected as directors of the Company Board shall be deemed to be an Independent Director for purposes of this Agreement.

(iv) Following the Closing and until the Effective Time, the approval of a majority of the Independent Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Purchaser and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company. The Independent Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the expense of the Company for the purpose of fulfilling their obligations hereunder.

Section 2.03. Adjustments. If, during the period between the date of this Agreement and the Effective Time,

(i) any change in the outstanding capital shares of the Company or Parent shall occur, including by reason of any reclassification, recapitalization, share split or combination, exchange or readjustment of shares, or any share dividend thereon with a record date during such period, but excluding any change that results from (A) any exercise of options or other equity awards to purchase Company Shares or Parent Shares, as applicable, granted under the Company’s or Parent’s share option or compensation plans or arrangements, and any issuance of options, other equity awards or shares pursuant to any such plans or arrangements subject to and in accordance with the terms of this Agreement, (B) any exercise or conversion of any Company Securities (including Company Warrants) or Parent Securities convertible into, or exchangeable for, Company Shares or Parent Shares, as applicable, that are outstanding as of the date hereof, (C) any bona fide issuance of Company Securities or Parent Securities subject to and in accordance with

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the terms of this Agreement in which Parent or the Company receives fair value for such shares (as determined in good faith by the board of directors of Parent or the Company, as applicable), (D) the issuance of Parent Shares, Parent Options, Parent RSUs and Converted Options in the Purchase, the Offer or the Merger or (E) any other action effected with the prior written consent of the other party, or

(ii) Parent or the Company shall declare, subject to and in accordance with the terms of this Agreement, a cash dividend with a record date during such period other than (A) quarterly cash dividends paid by Parent consistent with past practice and having customary record and payment dates and (B) the Share Capital Repayment,

the Per Share Consideration, Per Warrant Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to provide to the holders of Company Shares or Company Warrants the same economic effect as contemplated by this Agreement prior to such event.

Section 2.04. No Fractional Shares. No fractional Parent Shares shall be issued in the Offer or the Merger. All fractional Parent Shares that a holder of Company Shares or Company Warrants would otherwise be entitled to receive as a result of the Offer or the Merger shall be aggregated and if a fractional share results from such aggregation, the number of Parent Shares to be issued shall be rounded to the nearest whole Parent Share (with 0.50 being rounded upward).

Section 2.05. Withholding Rights. Notwithstanding any provision contained herein to the contrary, either of Purchaser or Parent shall be entitled to deduct and withhold from the Offer Consideration, any amounts payable pursuant to the Merger or otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax law. If Purchaser or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Shares or Company Warrants in respect of which Purchaser or Parent, as the case may be, made such deduction and withholding.

Section 2.06. Tangible Book Value Per Share Adjustment. (a) Tangible Book Value Per Share Estimates. (i) No later than three Business Days after thedate (such date, the “Measurement Date”) on which all conditions set forth in Article 8 of the Securities Purchase Agreement are satisfied or waived (other than those conditions that by their nature cannot be satisfied until or immediately prior to the Closing), each of Parent and the Company shall prepare and deliver to the other party an officer’s certificate (executed by the Chief Financial Officer of Parent or the Company, as applicable), certifying as to its estimate of its Tangible Book Value Per Share as of the Measurement Date (each, a “Tangible Book

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Value Per Share Estimate”) as shown on the accompanying statement ofTangible Book Value Per Share (the “Tangible Book Value Per Share Statement”) attached to such certificate. Each party’s Tangible Book Value PerShare Statement shall set forth such party’s calculation of (x) its Tangible Book Value Per Share as of March 31, 2009, (y) its Tangible Book Value Per Share as of the most recent quarter end prior to the Measurement Date and (z) its Tangible Book Value Per Share as of the Measurement Date, and shall include only those categories of assets and liabilities and line items included in, and calculated and be in a form consistent with, the statement of Tangible Book Value Per Share of the Company and Parent, as applicable, as of March 31, 2009 included as Exhibit B-1 and Exhibit B-2, respectively, hereto. Each party’s Tangible Book Value PerShare Statement shall be accompanied with (I) a reconciliation of the material changes to such party’s consolidated common tangible shareholders’ equity since the date of its most recent quarterly or annual balance sheet filed with the SEC or the AMF, as applicable, to the Measurement Date, reflecting adjustments, among other things, for material changes or estimated changes in valuation of its investment portfolio, exchange rates, loss notifications or loss developments, catastrophe losses and accrued income, together with supporting calculations for each material adjustment, and (II) a reconciliation between the number of such party’s Outstanding Shares as of March 31, 2009 and the Measurement Date. The “Tangible Book Value Per Share” means, with respect to any Person as of any date, a fraction, the numerator of which is the excess, if any, of (A) such Person’s consolidated assets (excluding goodwill, trademarks and other intangible assets, after consideration of applicable Taxes, if any) over (B) such Person’s consolidated liabilities (after consideration of applicable Taxes, if any), in each case, as of the Measurement Date, calculated in accordance with GAAP, in the case of Parent, or IFRS, in the case of the Company, consistently applied with prior periods, and the denominator of which is the number of such Persons’ Outstanding Shares as of such date. “Outstanding Shares” means, subject to Section 2.06(f), (x) with respect to the Company as of any date, the number of Company Shares outstanding as of such date as determined in conformity with the calculation of “Number of Shares” in the Company’s “Tangible book value per share (Primary)” calculation described in the Company’s press release dated May 13, 2009 and (y) with respect to Parent as of any date, the number of Parent Shares outstanding as of such date as determined in a manner consistent with the calculation of “Basic common shares outstanding” set forth in Parent’s Financial Supplement filed with its Form 8-K on April 4, 2009.

(ii) Notwithstanding Section 2.06(a)(i), if an earthquake, hurricane, tornado, windstorm, terrorist act, act of war or other natural or man-made disaster or catastrophe event in each case of significant severity and magnitude shall have occurred within 30 days prior to the Measurement Date that in the good faith, reasonable judgment of either party could result (either alone or in combination with one or more other

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events) in an adjustment to the Per Share Consideration and Per Warrant Consideration pursuant to Section 2.06(d), such party shall have the right, by delivering written notice thereof to the other party at any time on or prior to the Measurement Date to designate a date no more than 30 days after the Measurement Date as the latest date on which the Tangible Book Value Estimate, the Tangible Book Value Statement and the other supporting information described in Section 2.06(a)(i) shall be delivered (in lieu of the third Business Day after the Measurement Date) (such deferred date, the “Deferred Delivery Date”); provided that if in accordance with the foregoing both parties elect to designate a Deferred Delivery Date, the Deferred Delivery Date shall be the latest date selected by either party. For the avoidance of doubt, notwithstanding the designation of a Deferred Delivery Date, the calculations of Tangible Book Value Per Share Estimates shall set forth the estimate of the relevant Tangible Book Value Per Share as of the Measurement Date.

(b)Reasonable Best Efforts. Following the time that both TangibleBook Value Per Share Estimates have been delivered, Parent and the Company shall review the other party’s Tangible Book Value Per Share Estimate and Tangible Book Value Per Share Statement and use their reasonable best efforts to reach agreement on each party’s Tangible Book Value Per Share, including giving full access to all relevant information, with due consideration being given to privilege issues and techniques for resolving them. If Parent and the Company agree on the calculation of a party’s Tangible Book Value Per Share, then such party’s Tangible Book Value Per Share as so agreed shall become final and binding between the parties.

(c)Submission to Accounting Referee. (i) If the parties are unable toagree on either or both of the parties’ Tangible Book Value Per Shares within three Business Days after the date that the Tangible Book Value Per Share Estimates have both been delivered and a party reasonably believes that the items remaining in dispute would result in an increase or decrease to the Adjustment Amount or would bear on whether a party would have the right to terminate the Agreement pursuant to Section 2.06(e), then such party shall have the right to refer the determination of such Tangible Book Value Per Share(s) to Ernst & Young LLP in the first instance, or if Ernst & Young LLP is unavailable, then PricewaterhouseCoopers LLP, or if PricewaterhouseCoopers LLP is unavailable, then KPMG LLP (the entity so selected, the “Accounting Referee”); provided that if any party’s Tangible Book Value Per Share that has not been agreed pursuant to Section 2.06(b) is not referred to the Accounting Referee within five Business Days following the date that the Tangible Book Value Per Share Estimates have both been delivered, such party’s Tangible Book Value Per Share shall be deemed equal to such party’s Tangible Book Value Per Share Estimate (as adjusted to give effect to those items as to which the parties have been able to agree pursuant to Section 2.06(b)), and such Tangible Book Value Per Share shall

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be final and binding upon the parties. If one or both of the parties’ Tangible Book Value Per Share Estimates are referred to the Accounting Referee, each of Parent and the Company will, at a mutually agreed time within three Business Days following such date, simultaneously submit to the Accounting Referee its final proposal (with copies thereof simultaneously delivered to the other party) with respect to each Tangible Book Value Per Share Estimate in dispute (which proposal shall specify for each Tangible Book Value Per Share Estimate in dispute, the items as to which the parties have been able to agree pursuant to Section 2.06(b) and such party’s proposal as to the items in dispute). Parent and the Company shall cooperate and assist the Accounting Referee in their review of the disputed items and the calculation(s) of the Tangible Book Value Per Share(s), including giving full access to all relevant information, with due consideration being given to privilege issues and techniques for resolving them. The Accounting Referee shall have the right, upon reasonable notice, to request that the parties make an oral presentation to the Accounting Referee regarding the items in dispute so long as each party shall be afforded a full and equal opportunity to be heard but without prolonging the date by which the Accounting Referee’s determination shall be made in accordance with the following sentence. Within 10 Business Days of the submission of such final proposals in accordance with the second sentence of this clause 2.06(c), the Accounting Referee will select, with respect to each Book Value Per Share Estimate in dispute, one of the two proposals (with no compromise or split decisions being allowed) as being the most representative of the applicable party’s Tangible Book Value Per Share, and the proposal so selected shall be final and binding between the parties. In making such determination, the Accounting Referee shall consider only those items or amounts as to which the parties have been unable to agree pursuant to Section 2.06(b), and the proposal of the party so selected by the Accounting Referee shall represent the resolution as to all remaining items or amounts in their entirety.

(ii) The fees and expenses of the Accounting Referee shall be borne by:

(A) if the Company and Parent both agree that an adjustment to the Per Share Consideration and Per Warrant Consideration is required pursuant to Section 2.06(d) and the only issue in dispute is the amount of such adjustment, (1) by Parent if (x) the absolute value of the difference between the Adjustment Amount finally determined and the Adjustment Amount that would be calculated based solely on Parent’s final proposal(s) to the Accounting Referee is greater than (y) the absolute value of the difference between the Adjustment Amount finally determined and the Adjustment Amount that would be calculated based on the Company’s final proposal(s) to the Accounting Referee and (2) by the Company if the difference in clause (1)(x) is less than the

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difference in clause (1)(y) and (3) otherwise equally by Parent and the Company; and

(B)if the Company and Parent disagree as to whether an adjustment to the Per Share Consideration and Per Warrant Consideration is required pursuant to Section 2.06(d), then (1) if the Accounting Referee’s final determination results in an adjustment to the Per Share Consideration and Per Warrant Consideration, by the party whose final proposal(s) would have resulted in no adjustment being made or (2) if the Accounting Referee’s final determination does not result in an adjustment to the Per Share Consideration and Per Warrant Consideration, by the party whose final proposal(s) would have resulted in an adjustment being made.

(d)Adjustment to Per Share Consideration and Per Warrant Consideration. (i) On the date that each of the Tangible Book Value Per Sharesof the Company and Parent have become final and binding on the parties in accordance with Section 2.06(b) or (c) (such date, the “Adjustment Determination Date”), the Per Share Consideration and the Per WarrantConsideration shall be adjusted, to the extent applicable, in accordance with Section 2.06(d)(ii).

(ii)If the Tangible Book Value Per Share Differential is in excess of 15%, effective as of the Adjustment Determination Date:

(A)if the percentage decline of Parent’s Tangible Book Value Per Share from March 31, 2009 to the Measurement Date is less than the percentage decline of Company’s Tangible Book Value Per Share during such corresponding period, then the Per Share Consideration and the Per Warrant Consideration shall each be decreased by the Adjustment Amount; and

(B)if the percentage decline of the Company’s Tangible Book Value Per Share from March 31, 2009 to the Measurement Date is less than percentage decline of Parent’s Tangible Book Value Per Share during such corresponding period, then the Per Share and the Per Warrant Consideration shall each be increased by the Adjustment Amount.

(e)Pre-Closing Termination Rights. (i) If the Tangible Book Value PerShare Differential determined on the Adjustment Determination Date is in excess of 40% (a “40% Differential Book Value Per Share Decline”), then, in addition to the adjustments contemplated by Section 2.06(d):

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(A)if the percentage decline of Parent’s Tangible Book Value Per Share from March 31, 2009 to the Measurement Date is less than the percentage decline of Company’s Tangible Book Value Per Share during the corresponding period, then Parent shall have the right to terminate this Agreement pursuant to Section 10.01(a)(iii)(A); and

(B)if the percentage decline of the Company’s Tangible Book Value Per Share from March 31, 2009 to the Measurement Date is less than the percentage decline of Parent’s Tangible Book Value Per Share during the corresponding period, then the Company shall have the right to terminate this Agreement pursuant to Section 10.01(a)(iv)(C).

(f)  Adjustment Amount Calculations.  For purposes of this Section 2.06:

(i)“Adjustment Amount” means the product of (A) the excess (expressed as a decimal), if any, of the Tangible Book Value Per Share Differential over 15%, times (B) 100, times (C) 0.004; provided that in no event shall the Adjustment Amount be in excess of 0.10.

(ii)“Tangible Book Value Per Share Differential” means the absolute value of the difference, expressed as a percentage, between the percentage decline in the Company’s Tangible Book Value Per Share from March 31, 2009 to the Measurement Date over the percentage decline of Parent’s Tangible Book Value Per Share during the same period.

(iii)The Company’s and Parent’s Tangible Book Value Per Shares at March 31, 2009 shall be equal to the Tangible Book Value Per Shares of the Company and Parent set forth on Exhibit B-1 and Exhibit B- 2, respectively, and the Company’s and Parent’s Tangible Book Value PerShares at the Measurement Date shall be equal to the Tangible Book Value Per Shares of the Company and Parent as finally determined pursuant to Sections 2.06(b) and (c), as the case may be.

(iv)If the Company or Parent has experienced an increase in Tangible Book Value Per Share from March 31, 2009 to the Measurement Date, such Person shall be deemed to have experienced no decrease in its Tangible Book Value Per Share.

(v)Each party’s Tangible Book Value Per Share shall be appropriately adjusted for any stock split, combinations, stock dividends, recapitalizations or similar events occurring after March 31, 2009 and on or prior to the Measurement Date in order to eliminate the effect of any such events in the determination of the relative change in such party’s

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Tangible Book Value Per Share from March 31, 2009 to the Measurement Date.

(vi)For purposes of calculating each party’s Tangible Book Value Per Share, (x) any issuance of Company Securities or Parent Securities after March 31, 2009 shall be disregarded (in both the numerator and denominator of the calculation thereof), other than (A) any issuance in connection with the exercise of options or other equity awards to purchase Company Shares or Parent Shares, as applicable, granted under the Company’s or Parent’s share option or compensation plans or arrangements, and any issuance of options, other equity awards or shares pursuant to any such plans or arrangements subject to and in accordance with the terms of this Agreement, (B) any issuance upon the exercise or conversion of any Company Securities or Parent Securities convertible into, or exchangeable for, Company Shares or Parent Shares, as applicable, that are outstanding on the date hereof and (C) any issuance under Parent’s existing Forward Sale Agreement, dated October 2005, as amended, in connection with the forward sale of approximately 3.4 million Parent Shares to an affiliate of Citigroup Global Markets Inc., as in effect on the date hereof, and (y) the effects of any accrual for, payment of, or hedging transaction in respect of, the Share Capital Repayment shall be disregarded. For the avoidance of doubt, any dividend paid or accrued by Parent between March 31, 2009 and the Measurement Date shall have the effect of reducing Parent’s Tangible Book Value Per Share as of the Measurement Date.

(vii)Set forth on Exhibit C are illustrative examples of the adjustment contemplated by this Section 2.06.

Section 2.07. Post-Closing Dividend Adjustment. If Parent shall declare a cash dividend or other cash distribution on the Parent Shares with a record date on or after the Closing Date (as defined in the Securities Purchase Agreement) and prior to the earliest date on which shareholders of the Company have the right to receive payment for Company Shares tendered in the Offer, then the Per Share Consideration shall be adjusted upwards by an amount equal to (a) the U.S. dollar amount of such dividend or distribution paid by Parent with respect to a Parent Share times (b) the Per Share Consideration (after giving effect to any prior adjustment) divided by (c) the Market Value (with the 20-day trading period set forth in the definition thereof decreased to five trading days) of a Parent Share as of the record date with respect to such cash dividend or other cash distribution.

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ARTICLE 3

THE MERGER

Section 3.01. Compulsory Merger. Provided that this Agreement shall not have been terminated in accordance with Section 10.01, as soon as practicable after Purchaser and its Affiliates own at least 90% of the outstanding Company Shares, the parties hereto shall take all necessary and appropriate action, including seeking and the Company recommending the approval of the shareholders of the Company, to cause a merger (the “Merger”) of the Company with and into Purchaser, with each outstanding Company Share not owned by Parent, any of its Affiliates, the Company or any of its Subsidiaries being exchanged for the right to receive the Per Share Consideration, and whereupon the separate existence of the Company shall cease and Purchaser shall be the Surviving Company. The parties hereto agree that Purchaser and the Company shall, as soon as practicable after Purchaser and its Affiliates own at least 90% of the outstanding Company Shares, enter into and execute, and the Merger shall be effected in accordance with, a merger agreement substantially in the form attached hereto as Exhibit D. The time at which the Merger is effective is referred to as the “Effective Time”.

Section 3.02. Treatment of Company Options and Company RSUs. (a) Company Options Held by French Participants. With respect to CompanyOptions held by French Participants, each Company Option granted under an equity compensation plan of the Company (in each case, as it may be amended or modified, a “Company Stock Plan”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall cease to represent a right to acquire Company Shares and shall be converted, at the Effective Time, into an option to purchase shares of Purchaser (a “Purchaser Option”) on the same contractual terms and conditions (including date of grant) as were applicable under such Company Option (but taking into account any changes thereto, including any acceleration thereof, provided for in the relevant Company Stock Plan, or in the related award document by reason of the transactions contemplated hereby, including any adjustment of the corresponding rights in order to reflect the Share Capital Repayment as may be required by the mandatory provisions set forth by French law). The number of shares of Purchaser (the “Purchaser Shares”) subject to each such Purchaser Option shall be equal to the number ofCompany Shares subject to each such Company Option multiplied by the product of (x) the fair market value of one Company Share divided by (y) the fair market value of one Purchaser Share at the Effective Time (the “Merger Ratio”) and such Purchaser Option shall have an exercise price per share (rounded up to the nearest one-hundredth of a dollar) equal to the per share exercise price specified in such Company Option divided by the Merger Ratio. Each holder of a Company Option who is a French Participant shall be offered the opportunity to benefit from the Liquidity Agreement.

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(b)Company Options Held by Non-French Participants. With respect toCompany Options held by non-French Participants, each Company Option granted under a Company Stock Plan, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall cease to represent a right to acquire Company Shares and shall be converted, at the Effective Time, into an option to purchase Parent Shares (a “Parent Option”) on the same contractual terms and conditions (including date of grant) as were applicable under such Company Option (but taking into account any changes thereto, including any acceleration thereof, provided for in the relevant Company Stock Plan, or in the related award document by reason of the transactions contemplated hereby, including any adjustment of the corresponding rights in order to reflect the Share Capital Repayment as may be required by the mandatory provisions set forth by French law). The number of Parent Shares subject to each such Parent Option shall be equal to the number of Company Shares subject to each such Company Option multiplied by the Per Share Consideration, rounded up (except to the extent prohibited by Applicable Law), if necessary, to the nearest whole Parent Share, and such Parent Option shall have an exercise price per share (rounded up to the nearest one-hundredth of a dollar) equal to the per share exercise price specified in such Company Option divided by the Per Share Consideration; provided that in the case of any Company Option to which Section 421of the Code applies as of the Effective Time (after taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of Parent Shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

(c)RSUs Held by All Participants. With respect to both FrenchParticipants and non-French Participants, unless otherwise agreed by the parties and individual French Participants, at the Effective Time, each right of any kind, contingent or accrued, to receive Company Shares and each award of any kind consisting of, based on or relating to Company Shares granted under a Company Stock Plan (including restricted stock units (“actions gratuites”)), which is unvested, other than Company Options (each, a “Company RSU”), and is outstanding immediately prior to the Effective Time shall cease to represent a right or award with respect to Company Shares and shall be converted, at the Effective Time, into a right or award with respect to Parent Shares (a “Parent RSU”) benefiting from protection for dividends and distributions in accordancewith past practice of Parent and otherwise on the same contractual terms and conditions (including date of grant) as were applicable under Company RSUs (but taking into account any changes thereto, including any acceleration thereof, provided for in the relevant Company Stock Plan or in the related award document by reason of the transactions contemplated hereby). The number of Parent Shares subject to each such Parent RSU shall be equal to the number of

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Company Shares subject to the Company RSU multiplied by the Per Share Consideration, rounded up (except to the extent prohibited by Applicable Law) if necessary to the nearest whole Parent Share.

Section 3.03. Treatment of Company Warrants. At the Effective Time, (a) except as set forth in clause (b) below, each Company Warrant, whether or not exercisable or vested, which is outstanding immediately prior to the Effective Time shall cease to represent a right to acquire Company Shares and shall be converted, at the Effective Time, into a right to acquire Parent Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Company Warrant or other related agreement or award pursuant to which such Company Warrant was granted. The number of Parent Shares subject to each such Converted Warrant shall be equal to the number of Company Shares subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Per Share Consideration, rounded up (except to the extent prohibited byApplicable Law) if necessary to the nearest whole Parent Share, and such Converted Warrant shall have an exercise price per share (rounded up to the nearest one-hundredth of a dollar) equal to the per share exercise price of each such Company Warrant in effect immediately prior to the Effective Time divided by the Per Share Consideration (as adjusted, if applicable, to give effect to thepayment of the Share Capital Repayment), and (b) each Company Warrant held by Purchaser, Parent or any of their Affiliates shall be cancelled and cease to be outstanding. Notwithstanding the foregoing, any Company Warrant that is treated as a compensatory stock option under Applicable Law will be subject to Section 3.02(b).

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to Section 11.05, except as disclosed in any Company AMF Document filed after December 31, 2008 and before the date of this Agreement for which an English translation thereof has been made available to Parent prior to the date hereof or as set forth in the Company Disclosure Schedule, the Company represents and warrants to Parent that:

Section 4.01. Existence and Power. The Company is a stock corporation duly organized and validly existing under the laws of Switzerland and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign stock corporation in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

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The Company has heretofore made available to Parent true and complete copies of the articles of incorporation and bylaws of the Company as currently in effect.

Section 4.02. Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s organizational powers and, except for (x) the issuance by the Company Board of the Final Offer Recommendation in accordance with Section 2.02(c) and (y) the approval of the Company’s shareholders (and Company Board actions, if any, necessary to implement such approvals in furtherance of the Company Board’s approval of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby) in connection with (i) the consummation of the Merger (if required by Applicable Law), (ii) the payment of the Share Capital Repayment, (iii) the appointment of the Parent Designated Directors (as defined in the Securities Purchase Agreement) to the Company Board subject to and effective upon the Closing and (iv) the amendment to the Company’s articles of incorporation (the “Charter Amendment”) in the form attached as Exhibit E hereto, have been duly authorized by all necessary action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

(b)At a meeting duly called and held, the Company Board has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interest of the Company and its shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including payment of the Share Capital Repayment, (iii) unanimously recommended that, if the Offer was filed with the AMF as of the date of such meeting in accordance with the terms and conditions set forth in Exhibit A hereto, the Company’s shareholders accept the Offer and tender their Company Shares and Company Warrants in the Offer (the “Initial Offer Recommendation”) and, if the Merger was to be approved on the date ofsuch meeting in accordance with the terms of the draft merger agreement attached as Exhibit D hereto, adopt and approve the Merger (such recommendation, together with the Offer Recommendation, the “Company Board Recommendation”) and (iv) authorized the appointment of one of the individualsset forth on Section 2.02(b) of the Company Disclosure Schedule as the Independent Expert in connection with the Offer pursuant to Article 261-I1 of the General Rules of the AMF.

(c)The affirmative vote of (i) a majority of the outstanding Company Shares represented at the applicable Company Shareholders Meeting in favor of (A)  the resolution and payment of the Share Capital Repayment, (B) the

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appointment of the Parent Designated Directors (as defined in the Securities Purchase Agreement) to the Company Board subject to and effective upon the Closing and (C) the Charter Amendment (each, a “Company Shareholder Approval” and, collectively, the “Company Shareholder Approvals”) and (ii)at least a 90% of all outstanding Company Shares in favor of the Merger are the only votes or approvals of the holders of any class or series of capital stock of the Company necessary to approve this Agreement and the transactions contemplated by this Agreement and the Securities Purchase Agreement.

Section 4.03. Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and by the Securities Purchase Agreement require no action by or in respect of, or filing with or notifications to, any Governmental Authority, other than (i) compliance with any applicable requirements of the HSR Act, (ii) compliance with any applicable requirements of antitrust or other competition laws of jurisdictions other than the United States or investment laws relating to foreign ownership, including applicable European Commission antitrust laws and the Swiss Cartel Act (“Foreign Antitrust Laws”), (iii) compliance with any applicable requirements of the 1933 Act, the 1934 Act, the General Rules of the AMF and the Euronext Paris non-harmonized market rules, and any other federal, state or non-U.S. securities laws and (iv) the approval (if any) of, or notifications (if any) to, the Delaware Insurance Commissioner, the California Insurance Commissioner, FINMA, the French Comité des entreprises d’assurance, the Canadian Office of the Superintendent of Financial Institutions,the Singapore Monetary Authority and the Bermuda Monetary Authority except, in each case, for any actions or filings the absence of which would not reasonably be expected to (A) impair the ability of the Company and its Subsidiaries to timely consummate the transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries, taken as a whole.

Section 4.04. Non-contravention. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and by the Securities Purchase Agreement do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or bylaws or other similar organizational documents of the Company, (ii) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with, or result in a violation or breach of any provision of any Applicable Law, (iii) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement or other instrument binding upon the Company or any of its Subsidiaries or any license, franchise,

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permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) through (iv), as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Section 4.05. Capitalization. (a) The ordinary share capital of the Company amounts to CHF 385,972,749.91 and is divided into 85,581,541 Company Shares. As of June 30, 2009 (i) 4,952,912 Company Shares were held in treasury, (ii) 8,487,750 Company Shares were subject to outstanding Company Warrants (of which Company Warrants to purchase an aggregate of 8,487,750 Company Shares were exercisable), (iii) 1,904,315 Company Shares were subject to outstanding Company Options (of which Company Options to purchase an aggregate of 1,904,315 Company Shares were exercisable) and (iv) 1,276,747 Company Shares were subject to outstanding Company RSUs. All outstanding shares of capital stock of the Company have been, and all shares that may be issued pursuant to any employee stock option or other compensation plan or arrangement or warrant will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and free of preemptive rights. Section 4.05 of the Company Disclosure Schedule contains a complete and correct list of each outstanding compensatory stock option (collectively, “Company Options”) to purchase Company Shares, each outstanding Company Warrants and each outstanding Company RSU, including, as applicable, the holder, date of grant, exercise price (to the extent applicable), vesting schedule and number of Company Shares subject thereto and each Company Stock Plan. All Company Warrants are substantially identical in form to the form of “Series A Warrant” as amended by the letter dated July 31, 2008 previously made available to Parent prior to the date hereof.

(b)The ordinary share capital may be increased (i) in accordance with Article 4bis of the Company’s articles of incorporation by an amount not exceeding CHF 66,297,000 by issuing up to 14,700,000 fully paid-up Company Shares upon the exercise of Company Warrants, (ii) in accordance with Article 4ter of the Company’s articles of incorporation by an amount not exceeding CHF 25,782,317 by issuing up to 5,716,700 fully paid-up Company Shares in connection with the issuance of new Company Shares to employees or directors of the Company and group companies, and (iii) in accordance with Article 4quater of the Company’s articles of incorporation.

(c)There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this Section 4.05 and for changes since June 30, 2009 resulting from the exercise of Company

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Options, Company RSUs and Company Warrants outstanding on such date, there are no issued, reserved for issuance or outstanding (i) shares of capital stock of or other voting securities of or ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in the Company, (iii) warrants, calls, options or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock or other voting securities or ownership interests in or any securities convertible into or exchangeable for capital stock or other voting securities or ownership interests in the Company or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Company Securities.

(d) Except as set forth in this Section 4.05, none of (i) the Company Shares or (ii) the Company Securities are owned by any Subsidiary of the Company.

Section 4.06. Subsidiaries. (a) Each Subsidiary of the Company has been duly organized, is validly existing and (where applicable) in good standing under the laws of its jurisdiction of organization, has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. Each such Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. All Subsidiaries of the Company and their respective jurisdictions of organization are identified in Section 4.06 of the Company Disclosure Schedule.

(b) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company is owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests, but excluding any restriction provided by Applicable Law or pursuant to the articles of incorporation, by-laws or similar organizational documents of the relevant Subsidiary). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into, or exchangeable for, shares of capital stock or other voting securities of, or

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ownership interests in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock or other voting securities of, or ownership interests in, its Subsidiaries and except for the Investment Assets, the Company does not own, directly or indirectly, any capital stock or other voting securities of, or ownership interests in, any Person.

Section 4.07. AMF Filings. (a) The Company has filed with the AMF, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed by the Company since May 28, 2007 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company AMF Documents”).

(b)As of its filing date (and as of the date of any amendment), each Company AMF Document complied, and each Company AMF Document filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the General Rules of the AMF and the French Code de Commerce.

(c)As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), all information contained in each Company AMF Document filed pursuant to the General Rules of the AMF and the French Code de Commerce, as applicable, did not, and each Company AMF Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(d)Since December 31, 2007, the Company has complied in all material respects with the applicable listing rules and regulations of the Paris Euronext stock exchange.

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Section 4.08. Financial Statements. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company AMF Documents (the “Company Financial Statements”) provide a true and fair view, in conformity withInternational Financial Reporting Standards as adopted by the European Union applied on a consistent basis (except as may be indicated in the notes thereto), of the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end audit adjustments in the case of any unaudited interim financial statements).

(b)The consolidated financial statements and consolidated interim financial statements of the Company included in the Company AMF Documents provide a true and fair view, in conformity with International Financial Reporting Standards as issued by the IASB (“IFRS”) applied on a consistent basis (except as may be indicated in the notes thereto), of the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end audit adjustments in the case of any unaudited interim financial statements).

(c)The Company has no reasonable basis upon which to believe that the Independent Auditor will not be able to prepare and deliver the opinion contemplated by Section 7.08(a) within 20 days after the date hereof.

Section 4.09. Tangible Book Value Per Share. Exhibit B-1 fairly presents, in conformity with the methods described in the Company’s press release dated May 13, 2009, the Tangible Book Value Per Share of the Company as of March 31, 2009.

Section 4.10. Disclosure Documents. (a) Each document required to be distributed or otherwise disseminated to the Company’s shareholders in connection with the payment of the Share Capital Repayment and the appointment of the Parent Designated Directors to the Company Board (the “Company Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of Swiss corporate law.

(b) The information relating to the Company and its Subsidiaries supplied by the Company in writing specifically for inclusion in the S-4 shall not at the time the S-4 is declared effective by the SEC (or, with respect to any post- effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to

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make the statements therein, in light of the circumstances under which they were made, not misleading.

(c)The information relating to the Company and its Subsidiaries supplied by the Company in writing specifically for inclusion in the Proxy Statement shall not, on the date the Proxy Statement, and any amendments or supplements thereto, is first mailed to the shareholders of Parent, or at the time of the Parent Shareholder Approvals contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)The representations and warranties contained in this Section 4.10 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents based upon information supplied in writing by Parent or any of its Subsidiaries or any of their Representatives specifically for inclusion therein.

Section 4.11. Foreign Private Issuer; Tier I Exemptive Relief. (a) As of the date hereof, the Company is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the 1934 Act).

(b) To the Company’s knowledge, as of the date hereof, the Offer would be eligible for “Tier I” exemptive relief as provided in Rule 14d-1(d) under the 1934 Act.

Section 4.12. Absence of Certain Changes. (a) Since the Balance Sheet Date, the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practices and there has not been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.From the Balance Sheet Date until the date hereof, there has not been any action taken by the Company or any of its Subsidiaries that, if taken during the period from the date of this Agreement through the Closing without Parent’s consent, would constitute a material breach of Section 7.01.

Section 4.13. Employee Benefits; ERISA. (a) Section 4.13 of the Company Disclosure Schedule contains a correct and complete list identifying each US Employee Plan. Copies, descriptions or summaries of each US Employee Plan and any amendments thereto have been made available in the data room or otherwise provided to Parent, and copies of, to the extent applicable, any related written trust or funding agreements or insurance policies, amendments thereto, prospectuses or summary plan descriptions relating thereto, for any US based entity, and the most recent annual report (Form 5500 including, if

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applicable, Schedule B thereto) and tax return (Form 990) prepared in connection therewith have been made available to Parent.

(b)As of the Balance Sheet Date, the fair market value of the assets of each Title IV Plan, excluding for these purposes any accrued but unpaid contributions, exceeded the present value of all benefits accrued under such Title IV Plan determined on a termination basis using the assumptions established by the PBGC as in effect on such date. Neither the Company nor any of its ERISA Affiliates contributes to (or is required to contribute to) any “multiemployer plan”, as defined in Section 3(37) of ERISA, and neither the Company nor any of its ERISA Affiliate (nor any of their predecessors) has within the past 6 years contributed to (or been required to contribute to) any such plan.

(c)No transaction prohibited by Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any employee benefit plan or arrangement which is covered by Title I of ERISA, which transaction has or will cause the Company or any of its Subsidiaries to incur any liability under ERISA, the Code or otherwise, excluding transactions effected pursuant to and in compliance with a statutory or administrative exemption. No US Employee Plan is in “at risk” status within the meaning of Section 303 of ERISA. No “reportable event”, within the meaning of Section 4043 of ERISA, other than a “reportable event” that would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, and no event described in Section 4062 or 4063 of ERISA, has occurred in connection with any US Employee Plan. Neither the Company nor any of its ERISA Affiliates has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the Closing Date, (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of the Company or any Subsidiary or Parent or any of its ERISA Affiliates after the Closing Date. No condition exists that could constitute grounds for termination by the PBGC of any employee benefit plan that is subject to Title IV of ERISA that is maintained by the Company, any Subsidiary or any of their ERISA Affiliates. The assets of the Company and all of its Subsidiaries are not now, nor will they after the passage of time be, subject to any lien imposed under Section 412(n) of the Code by reason of a failure of the Company or any Subsidiary to make timely installments or other payments required under Section 412 of the Code.

(d)All contributions and payments accrued under each US Employee Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending as of the date

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hereof, have been discharged and paid on or prior to the date hereof except to the extent reflected as a liability on its most recent annual balance sheet.

(e)Each material US Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period since its adoption. Each trust created under any such US Employee Plan by it is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. The Company has made available to Parent copies of the most recent determination letter of the Internal Revenue Service relating to each such material US Employee Plan. Each material US Employee Plan has been maintained in substantial compliance with its terms and with Applicable Law, including ERISA and the Code, and there is no material action, suit, investigation, audit or proceeding pending against or involving or, to its knowledge threatened against or involving, any US Employee Plan before any court or arbitrator or any state, federal or local governmental body, agency or official.

(f)Section 4.13(f) of the Company Disclosure Schedule contains a correct and complete list identifying each International Plan (other than any individual agreement with an employee unless such employee is earning more than US$150,000 or the equivalent in another currency). Copies or descriptions or summaries of each such International Plan and any amendments thereto have been made available in the data room or otherwise provided to Parent, and copies of, to the extent applicable, any related written trust or funding agreements or insurance policies, amendments thereto, actuarial reports relating thereto and prospectuses or summary plan descriptions relating thereto have been made available to Parent. Each of the Company’s material International Plans has been maintained in substantial compliance with its terms and with Applicable Law (including any special provisions relating to qualified plans where such material International Plan was intended to so qualify) and has been maintained in good standing with the applicable regulatory authorities. According to the actuarial assumptions and valuations most recently used for the purpose of funding each material International Plan (or, if the same has no such assumptions and valuations or is unfunded or is not subject to statutory funding requirements, according to the applicable actuarial assumptions and valuations on the date hereof), as of the most recent such valuation, the total amount or value of the funds available under such material International Plan to pay benefits accrued thereunder or segregated in respect of such accrued benefits, together with any reserve or accrual with respect thereto, exceeded the present value of all benefits (actual or contingent) accrued as of such date of all participants and past participants therein in respect of which the Company or any of its Subsidiaries has or would have after the Closing any obligation.

(g)There has been no amendment to, written interpretation of, change in participation or coverage under or announcement (whether or not written) by

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the Company or any of its Subsidiaries relating to or any material US Employee Plan or material International Plan of the Company that would materially increase the expense of maintaining such material US Employee Plan or material International Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof.

(h) No US Employee Plan or International Plan of the Company exists that, as a result of the transactions contemplated by this Agreement and the Securities Purchase Agreement (whether alone or in connection with other events), could result in the payment to any current or former employee, director or independent contractor of the Company or any of its Subsidiaries of any money or other property or could result in the acceleration or provision of any other rights or benefits to any current or former employee, director or independent contractor of the Company or any of its Subsidiaries, whether or not such payment, right or benefit would constitute a “parachute payment” within the meaning of Section 280G of the Code.

Section 4.14. Labor and Employment. (a) The Company and its Subsidiaries have substantially complied with all Applicable Laws relating to labor and employment, including Applicable Laws relating to wages, hours, collective bargaining, health and safety, working conditions, professional training, employee representation, termination of employment, unemployment compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment and withholding of Taxes, and continuation coverage with respect to group health plans.

(b)Neither the Company nor any of its Subsidiaries has been a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other written labor agreement with any union or labor organization.

(c)Section 4.14(c) of the Company Disclosure Schedule, contains a correct and complete list of all employee representation within the Company and its Subsidiaries. There has not been any other activity nor proceeding of any labor organization or employee group to organize any such employees. Furthermore, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) there are no unfair labor practice charges or complaints in writing against the Company or any of its Subsidiaries pending or threatened in writing; (ii) there are no labor strikes, slowdowns or stoppages actually pending or threatened in writing against or affecting the Company or any of its Subsidiaries; (iii) there are no representation claims or petitions pending or threatened in writing and there are no questions in writing concerning representation with respect to employees of the Company or of any of its Subsidiaries; and (iv) there are no written claims whether actual or threatened in

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writing, grievance or pending court or arbitration proceedings, against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement.

(d) Neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any of its site of employment or facility or any of its Subsidiaries; (ii) a “mass layoff” (as defined in the WARN Act); or (iii) such other transaction, layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar foreign, state or local law (and in particular the obligation to set up a “plan de sauvegarde de l’emploi” in France).

Section 4.15. Key Employees. Section 4.15 of the Company Disclosure Schedule sets forth a true and complete list as of June 30, 2009 of the names, grades, seniority and annual base salaries of all officers of the Company and its Subsidiaries and all other employees of the Company and its Subsidiaries whose annual base salary exceeds US$150,000. None of such employees has unequivocally informed, either verbally in a formal discussion or in writing, in each case to any individual listed on Section 1.01 of the Company Disclosure Schedule that he or she will resign or retire as a result of the transactions contemplated by this Agreement or the Securities Purchase Agreement or otherwise within one year after the Closing, irrespective of any changes to the terms or conditions of his or her employment following the Closing.

Section 4.16. Transaction Expenses. Except for the Company Financial Advisor and the Persons set forth in Section 4.16 of the Company Disclosure Schedule and as permitted by the Securities Purchase Agreement, there is no investment banker, broker, finder, attorney, tax advisor, actuarial advisor, accountant or other intermediary or advisor that has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries who might be entitled to any fee or commission from the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. With respect to each Person set forth on Section 4.16 of the Company Disclosure Schedule for which the Company reasonably believes fees and expenses in excess of US$100,000 would be payable in connection with the transactions contemplated by this Agreement and the Securities Purchase Agreement, Section 4.16 of the Company Disclosure Schedule sets forth an estimate of the aggregate fees and expenses payable to such Person. The estimate of each such Person’s fees and expenses are being provided to Parent for informational purposes only and are based solely on the estimate thereof provided by such Person to the Company prior to the date hereof. Except for the immediately succeeding sentence, the Company is not making any representation or warranty hereunder as to the accuracy of any such Person’s estimated fees and expenses. As of the date hereof and to the Company’s knowledge (without any obligation of inquiry or

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investigation), the Company is not aware that the estimated fees and expenses of any Person set forth on Section 4.16 of the Company Disclosure Schedule are materially inaccurate.

Section 4.17. Opinion of Financial Advisor. The Company has received the written opinion of Credit Suisse Securities (Europe) Limited (the “Company Financial Advisor”), financial advisor to the Company, to the effect that, as ofthe date of such opinion and based on and subject to the assumptions, matters considered and limitations described therein, the 0.300 Parent Shares to be paid in exchange for each Company Share to holders of Company Shares in the Offer and the Merger, is fair, from a financial point of view, to the holders of Company Shares, other than the Parent and its Affiliates (including the Purchaser) and the Sellers.

Section 4.18. Takeover Statutes. To the Company’s knowledge, no “control share acquisition,” “fair price,” “moratorium” or other anti-takeover laws enacted under French or Swiss law apply to this Agreement, the Securities Purchase Agreement or any of the transactions contemplated hereby and thereby.

Section 4.19. Certain Company Contractual Matters. (a) As of the date hereof, the Company has no reason to believe that AXA or COLISEE RE (formerly known as AXA RE) is seeking, or in future may seek, to terminate, revoke, modify or limit the guarantee provided by AXA and COLISEE RE in the Reserve Agreement dated December 21, 2006 among AXA, COLISEE RE and the Company, and the Company knows of no basis (whether in contract or otherwise) upon which AXA or COLISEE RE may so terminate, revoke or modify such guarantee.

(b)The Company has not, since its formation, assumed any risks relating to any Financial Guaranty Contract other than incidental exposure that is covered in a broader treaty.

(c)Section 4.19(c) of the Company Disclosure Schedule contains a list which is true and complete in all material respects of all contracts and agreements either acquired through acquisitions from COLISEE RE, or ceded through the quota share retrocession agreements, dated December 21, 2006 and effective as of January 1, 2006, between (i) COLISEE RE (including its Hong Kong, Madeira and United Kingdom branches) and the Company and (ii) COLISEE RE’s Canadian Branch and the Company’s Canadian Branch (together the “Quota Share Retrocession Agreements”) with an inception date prior to January 1, 2006, and an initial term in excess of one year ending after January 1, 2006.

(d)The Company has provided a list which is true and complete in all material respects of its and its Subsidiaries’ Reinsurance Agreements and Policies (including capital market instruments that carry insurance or reinsurance risk

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(including weather derivatives and other swap instruments)) with an inception date on or after January 1, 2006 that have given rise to or could have given rise to exposures to the Company or any of its Subsidiaries since such date and are in effect as of June 22, 2009, as recorded in and extracted from the Company’s Petrus contract database on June 22, 2009.

Section 4.20. No Other Representations. Except for the representations and warranties of the Company contained in this Agreement, the Company makes no other representation or warranty in connection with, arising out of or relating to the transactions contemplated by this Agreement and the Securities Purchase Agreement, express or implied, and the Company hereby disclaims, and Parent and Purchaser may not, rely on, any such other representation or warranty, notwithstanding the delivery or disclosure to Parent, Purchaser or any of their respective Affiliates or any other Person of any documentation or other information by the Company or any of its Representatives or any other Person with respect to any of such matters, in each case except in the case of fraud or intentional misrepresentation.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND OF PARENT

Except as (i) set forth in the Company Disclosure Schedule or the Parent Disclosure Schedule, as the case may be, or (ii) disclosed in any Company AMF Document filed after December 31, 2008 and before the date of this Agreement for which an English translation thereof has been made available to Parent prior to the date hereof or any Parent SEC Document filed after December 31, 2008 and before the date of this Agreement, as the case may be, the Company represents and warrants to Parent, and Parent represents and warrants to the Company, to the extent applicable, in each case with respect to itself and its Subsidiaries, that:

Section 5.01. No Undisclosed Material Liabilities. Except for (i) those liabilities that are reflected or reserved for, in the case of Parent, in the Parent Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC prior to the date of this Agreement, or in the case of the Company, in the English version of the Company’s Consolidated Financial Statements for the year ended December 31, 2008, as posted prior to the date of this Agreement on the investor relations portion of the Company’s website at www.paris-re.com, (ii) liabilities and obligations incurred pursuant to this Agreement, (iii) liabilities incurred since December 31, 2008 in the ordinary course of business consistent with past practice (including claims and any related litigation or arbitration arising in the ordinary course of business under Policies or Reinsurance Agreements) and (iv) liabilities which have not been and would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole, it and its Subsidiaries do not

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have, and since December 31, 2008, have not incurred, any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected in its financial statements in accordance with IFRS or GAAP, as applicable). Nothing in this Section or any other Section hereof shall constitute a representation or warranty with respect to the calculation, establishment, adequacy or sufficiency of its or its Subsidiaries’ insurance technical reserves.

Section 5.02. Compliance with Laws and Court Orders. (a) It and each of its Subsidiaries is and since January 1, 2006 has been in compliance in all respects with, and to its knowledge is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not been and would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against it or any of its Subsidiaries that has been or would reasonably be expected to be material to it and its Subsidiaries, taken as a whole or that in any manner seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereby or by the Securities Purchase Agreement.

(b)Neither it nor any of its Subsidiaries, nor any of their directors or officers, is a Person that is, or is owned or controlled by, a Person that is (i) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria).

(c)Since January 1, 2006, neither it nor any of its Subsidiaries has engaged in, or is now engaged in, directly or, to its knowledge, indirectly, any dealings or transactions with any Person, or in any country or territory, that, at the time of the dealing or transaction, is or was the subject of Sanctions with which it or such Subsidiary is required to comply.

(d)It and each of its Subsidiaries is, and since January 1, 2006 has been, in compliance in all material respects with, and to its knowledge is not under investigation with respect to and has not been threatened to be charged with or given notice of any material violation of, any Applicable Law that relates to Sanctions.

Section 5.03. Litigation. There is no action, suit, investigation or proceeding pending against, or, to its knowledge, threatened against or affecting it or any of its Subsidiaries, any present or former officer, director or employee of it

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or any of its Subsidiaries or any Person for whom it or any of its Subsidiaries may be liable or any of their respective properties before (or, in the case of threatened actions, suits, investigations or proceedings, would be before) or by any Governmental Authority or arbitrator, that, if determined or resolved adversely in accordance with the plaintiff’s demands, would reasonably be expected to be material to it and its Subsidiaries, taken as a whole. During the last five years, to its knowledge, no officer or director has been (i) convicted of fraud, (ii) subject to any bankruptcy, receivership or liquidation proceeding, (iii) indicted and/or has received a public sanction from any statutory or regulatory authority and/or (iv) ordered by a court not to serve as a member of an administrative, management or supervisory board of an issuer or has been ordered not to intervene in the management or conduct of the business of an issuer.. Properties. (a) Except as would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole, it and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Financial Statements or the Parent Financial Statements, as the case may be, or acquired after the Balance Sheet Date, except as have been disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practice.Section 5.04 of the relevant Disclosure Schedule (the “Real Property Schedule”) correctly describes in all material respects all real property leased by it or any of its Subsidiaries (the “Leased Real Property”). Neither it nor any of its Subsidiaries has any fee ownership in any real property and the Leased Real Property constitutes all of the real property used or occupied by it or any of its Subsidiaries in connection with its business. It or the relevant Subsidiary has a valid and subsisting leasehold interest in such Leased Real Property, subject to the terms of the applicable lease and subject to no Liens other than Permitted Liens and those Liens listed in the Real Property Schedule. Each material lease of Leased Real Property is valid and in full force and effect and neither it nor any of its Subsidiaries, nor to its knowledge any other party to a material lease of Leased Real Property, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a material default under the provisions of such material lease, and neither it nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any material lease. It has made available to the other party for review true and complete copies of all leases listed on the Real Property Schedule.

Section 5.05. Intellectual Property. (a) Except as would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole: (i) it and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (ii) neither it nor any of its Subsidiaries has infringed, misappropriated or otherwise violated in any respect the Intellectual Property rights of any Person; (iii) neither it nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending claim,

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action, suit, order or proceeding (or circumstances which could give rise to any of the foregoing) with respect to any Intellectual Property; (iv) the consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Intellectual Property right of it or any of its Subsidiaries; (v) it and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Trade Secrets owned, used or held for use by it or any of its Subsidiaries; and (vi) it and its Subsidiaries have implemented reasonable backup and disaster recovery systems consistent with industry practices.(b) Except as would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole, the Technology (including all modeling Software) that is owned by it or its Subsidiaries or licensed or leased by it or its Subsidiaries pursuant to written agreement (excluding any public networks) (i) constitutes all the Technology necessary to, or used or held for use in, the conduct of the respective businesses of it and its Subsidiaries as currently conducted and the consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any right of it or any of its Subsidiaries to use or otherwise exploit any such Technology; and (ii) operates and performs in a manner that permits it and its Subsidiaries to conduct their respective businesses as currently conducted in all respects and to the knowledge of it, no Person has gained unauthorized access to any such Technology.

Section 5.06. Taxes. It and each of its Subsidiaries (i) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them on or prior to the date of this Agreement and all such filed Tax Returns are complete and accurate in all material respects; (ii) have paid or remitted all material Taxes that are required to be paid or that it or any of its Subsidiaries are obligated to withhold, except with respect to matters contested in good faith, which have not been finally determined, and for which adequate reserves have been established in accordance with IFRS or GAAP on the Company’s or Parent’s, as the case may be, most recent consolidated financial statements; (iii) have not granted any extension or waiver of the limitation period for the assessment or collection of any material Taxes that remains in effect; and (iv) have fully paid all assessments for Taxes of it or any of its Subsidiaries due with respect to completed, settled or concluded examinations, disputes, audits, investigations or other proceedings with respect to any material Taxes of it or any of its Subsidiaries. As of the date of this Agreement there are no disputes, audits, examinations, investigations or other proceedings with respect to any material Taxes of it or any of its Subsidiaries pending or threatened in writing (other than, in each case, claims or assessments for which adequate reserves have been established in accordance with IFRS or GAAP, as the case may be, on its most recent consolidated financial statements). There are no liens for any material Taxes (other than statutory liens for Taxes not yet due and payable or that are being contested in good faith and for which adequate reserves have been established in accordance with IFRS or GAAP, as

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the case may be, on its most recent consolidated financial statements) upon any of the assets of it or any of its Subsidiaries. Neither it nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among it and any of its Subsidiaries) in respect of any material Taxes. Neither it nor any of its Subsidiaries has constituted, within the past 30 months or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in any distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. Neither it nor any of its Subsidiaries has been a party to any “reportable transaction” within the meaning of U.S. Treasury Regulations Section 1.6011-4(b)(1). No share of it is owned by its Subsidiary (other than those acquired pursuant to the transactions contemplated by this Agreement and the Securities Purchase Agreement). As of the date hereof, neither it nor any of its Subsidiaries has received any written notice from any Governmental Authority in a jurisdiction in which it does not currently file Tax Returns (other than the jurisdiction in which it or the relevant Subsidiary is domiciled or formed) to the effect that it or any of its Subsidiaries is subject to any Tax (other than excise Taxes) in such jurisdiction. Neither it nor any of its Subsidiaries has a present plan to take any action, other than any action contemplated by this Agreement (including the Disclosure Schedules), the Securities Purchase Agreement, the Liquidity Agreement, any other agreement entered into between Parent or any of its Affiliates and any French Participant or non-French Participant pursuant to Section 3.02 of this Agreement or any acquisition agreement pursuant to which Parent or any of its Affiliates agrees to acquire Company Shares, Company Warrants or any other securities issued by the Company, that would prevent the Merger, together with the other transactions contemplated herein and in the Securities Purchase Agreement, from qualifying as a reorganization within the meaning of Section 368(a) of the Code. For the avoidance of doubt, it is not making any representations regarding its status as an “investment company” for purposes of Section 368(a)(2)(F).

Section 5.07. Environmental Matters. (a) No notice, notification, demand, request for information, citation, summons or order has been received, no complaint has been filed and no penalty has been assessed with respect to any matters relating to it or any of its Subsidiaries and relating to or arising out of any Environmental Law, in each case, that would reasonably be expected to be, individually or in the aggregate, material to it and its Subsidiaries, taken as a whole.

(b) No Hazardous Substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted or released at, on or under any property now or previously owned, leased or operated by it or any of its

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Subsidiaries that would reasonably be expected to be, individually or in the aggregate, material to it and its Subsidiaries, taken as a whole.

(c)Except as would not reasonably be expected to be, individually or in the aggregate, material to it and its Subsidiaries, taken as a whole, no property now or previously owned, leased or operated by it or any of its Subsidiaries nor any property to which it or any of its Subsidiaries have, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances is listed or, to its knowledge, proposed for listing, on the National Priorities List promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and any rules or regulations promulgated thereunder (collectively, “CERCLA”), or CERCLIS (as defined in CERCLA) or on any similar federal, state or foreign list of sites requiring investigation or clean up.

(d)Except as would not reasonably be expected to be, individually or in the aggregate, material to it and its Subsidiaries, taken as a whole, there has been no environmental investigation, study, audit, test, review or other analysis conducted of which it has knowledge in relation to its or any of its Subsidiaries’ current or prior business or any property or facility now or previously owned, leased or operated by it or any of its Subsidiaries which has not been delivered to the other Party at least ten days prior to the date hereof.

(e)Neither it nor any of its Subsidiaries owns, leases or operates or has owned, leased or operated any property or has conducted any operations in New Jersey or Connecticut.

(f)For purposes of this Section 5.07, the terms “it” and “Subsidiary” shall include any entity which is, in whole or in part, a predecessor of the Company or Parent, as the case may be, or any of its Subsidiaries.

Section 5.08. Material Contracts. (a) As of the date of this Agreement, neither it, nor any of its Subsidiaries is a party to or bound by any contract or agreement that falls within any of the following categories (excluding any Reinsurance Agreement or Policy or, solely in the case of Parent, any contract or agreement entered into in the ordinary course by Parent’s capital markets group):

(i)reserve agreements pursuant to which it or any of its Subsidiaries guarantees the adequacy of reserves of a third party, or a third party guarantees the adequacy of reserves of it or its Subsidiaries;

(ii)any agreement providing for the appointment of any managing general agent or any Person performing similar functions;

(iii)capital maintenance agreements pursuant to which it has agreed to contribute capital to a third party (other than its Subsidiaries)

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under specified circumstances and/or maintain such third party’s (other than its Subsidiaries) capital at specified levels;

(iv)claims management agreements pursuant to which a third party manages claims in respect of a portion of its or its Subsidiaries’ Reinsurance Agreements or Policies;

(v)investment advisory or investment management agreements to which it or any of its Subsidiaries is a party and under which any Investment Asset is invested or managed or any third party (other than its Subsidiaries) has the right or power to make investment decisions with respect to any Investment Asset;

(vi)any contract or agreement (other than employment agreements) involving the expected payment or receipt of amounts by it or any of its Subsidiaries of more than US$1,000,000 in any calendar year;

(vii)any contract or agreement, other than weather derivatives, agriculture related derivatives and agreements relating to currency rate hedging for Investment Assets and the Share Capital Repayment, that contains a put, call or similar right pursuant to which it or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than US$5,000,000;

(viii)any material agreement relating to the formation, creation, operation, management or control of any joint venture with respect to any of its or its Subsidiaries’ material business or assets;

(ix)any contract or agreement pursuant to which it or any of its Subsidiaries is a party containing a standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of the other party or any of its Affiliates;

(x)any contract or agreement pursuant to which it or any of its Subsidiaries licenses any material Intellectual Property rights to or from any Person (excluding any contract or agreement for commercial off-the- shelf software which is generally available on non-discriminatory pricing terms);

(xi)any loan or credit agreement, mortgage, promissory note, indenture or other contract or agreement evidencing non-intragroup indebtedness for borrowed money by it or any of its Subsidiaries other than any such contract or agreement (A) with an aggregate outstanding principal amount not exceeding US$1,000,000 and (B) relating to loans

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granted to any employee not exceeding US$100,000 in the aggregate (together with all such loans issued to such employee);

(xii)any contract or agreement with respect to any swap, forward, future, warrant, option or other derivative transaction, other than (A)weather derivatives and agriculture related derivatives and (B) contracts written for the purposes of hedging exposure (including currency exposure);

(xiii)any contract or agreement (other than leases of Leased Real Property) with a remaining term of three years or more that is not terminable without penalty by it or any of its Subsidiaries upon three years notice and which involves the expected payment or receipt of amounts by it or any of its Subsidiaries of more than US$1,000,000, in the aggregate; and

(xiv)any contract, agreement, arrangement or understanding containing any provision or covenant limiting in any material respect the ability of it or any of its Subsidiaries (or, in the case of the Company, after the Closing, Parent, Purchaser or any of their respective Subsidiaries (including the Surviving Company after the Merger)), to (A) sell any products or services of or to any other Person or in any geographic region, (B)engage in any line of business or (C) compete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries or, following the Closing or the Effective Time, Parent, Purchaser or any of their respective Subsidiaries.

Each such agreement described in numbers (i) to (xiv) is referred to herein as a “Material Contract.”

(b) Except for breaches, violations or defaults as would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole, (i) each of the Material Contracts is valid and in full force and effect and (ii) neither it nor any of its Subsidiaries, nor to its knowledge any other party to a Material Contract, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Contract, and neither it nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any Material Contract. Except as disclosed in Section 5.08, to its knowledge, there are no material oral contracts or agreements or oral or written side letters to which it or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound and which relate to any Material Contracts. True and complete copies of each Material Contract or, in the case of oral Material Contracts, a written summary of

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such Material Contracts, have been delivered or made available by it for review to the other party, prior to the date hereof.

(c) Section 5.08 of the relevant Disclosure Schedule sets forth a list of all Reinsurance Agreements in which premium is not delivered to the reinsurer but rather withheld by the ceding company and held on deposit to the extent the premium so withheld exceeds US$20,000,000, together with the amount of funds withheld and the name of the cedent party thereto;

Section 5.09. Agreements with Regulators. Except as required by insurance laws of general applicability and the insurance licenses maintained by any of the Insurance Entities (as defined below) or as is not and would not be reasonably expected to be material to it and its Subsidiaries, taken as a whole, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on it or any Insurance Entity or to which it or any Insurance Entity is a party, on one hand, and any Governmental Authority is a party or addressee, on the other hand, or any orders or directives by, or supervisory letters or cease-and-desist orders from, any Governmental Authority, nor has it nor any Insurance Entity adopted any board resolution at the request of any Governmental Authority, in each case specifically with respect to it or any Insurance Entity, which (a) limit its ability or the ability of any Insurance Entity to issue Policies or enter into Reinsurance Agreements in any respect; (b) require any divestiture of any investment of any of its Subsidiary; (c) in any manner relate to its ability or the ability of any of its Subsidiaries to pay dividends; (d) require any investment of the Insurance Entities to be treated as non-admitted assets (or the local equivalent) or (e) otherwise restrict the conduct of business of it or any Insurance Entity in any respect, nor has it been advised by any Governmental Authority that such authority is contemplating any such undertakings.

Section 5.10. Reserves. The reserves for future payment of benefits, losses, claims, expenses and similar purposes (including claims litigation) under all insurance policies or Reinsurance Agreements to which any of its Subsidiaries is a party reflected in, or included with, the financial statements set forth, with respect to the Company, in the AMF Documents and, with respect to Parent, in the Parent SEC Documents: (i) have been computed in all material respects in accordance with presently accepted actuarial standards consistently applied and prepared in accordance with IFRS or GAAP, as the case may be, consistently applied; (ii) have been computed based on actuarial assumptions that are consistent in all material respects with applicable provisions of such agreements and with those used to compute the corresponding items in such financial statements; (iii) have been computed on the basis of assumptions consistent in all material respects with those used to compute the corresponding items in such financial statements; and (iv) where applicable, have been computed in all material respects in accordance with the requirements for reserves established by the insurance regulator of each such Subsidiary. It has made available to the other

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party a true and complete copy of all finalized actuarial reports prepared by third- party actuaries since January 1, 2006.

Section 5.11. Insurance Coverage. Except for failures to maintain insurance coverage that would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole, it and its Subsidiaries maintain insurance coverage (excluding all retrocessional insurance coverage) with reputable insurers or self-insure, which it reasonably believes are in those amounts and covering those risks as are consistent with normal industry practice for companies of the size and financial condition of it engaged in businesses similar to that of it and its Subsidiaries. Neither it nor any of its Subsidiaries has received any written (or to the its knowledge, oral) notice of cancellation, material premium increase or termination with respect to, or material alteration of coverage under, any material insurance policy of it or any of its Subsidiaries, except with respect to any cancellation, premium increase, termination or alteration in accordance with the terms of the applicable insurance policy that would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole. It has furnished to the other party a list of, and true and complete copies of, all such material insurance policies covering it. There is no claim by it or any of its Subsidiaries pending under any of such policies as to which coverage has been questioned, denied or disputed in writing by the underwriters of such policies or in respect of which such underwriters have reserved their rights, except for such claims for which the failure to obtain coverage would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole. Except as would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole, all premiums payable under all such policies have been timely paid and it and its Subsidiaries have otherwise complied with the terms and conditions of all such policies. Except as would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole, such policies (or other policies providing substantially similar insurance coverage) remain in full force and effect. It and its Subsidiaries shall immediately after the Closing continue to have coverage under such policies (to the extent such policies have not expired upon the expiration of the term thereof in accordance with its terms) with respect to events occurring prior to the Closing Date.. Insurance Matters. (a) Each of its Subsidiaries which by virtue of its operations and activities is required to be licensed as an insurance company, reinsurer or insurance intermediary (collectively, the “Insurance Entities”) is listed in Section 5.12 of its Disclosure Schedule, together with thejurisdiction of domicile thereof (and the name of the Governmental Authority which has issued such license) and any other jurisdiction where it is required to be so licensed or authorized to write business in such jurisdiction (and the name of the Governmental Authority which has issued such license or authorization). None of its Insurance Entities is commercially domiciled in any other jurisdiction or is otherwise treated as domiciled in a jurisdiction other than that of its organization. It conducts all of its insurance operations that are required to be

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conducted through a licensed insurance company or insurance intermediary, through its Insurance Entities, each of which is duly licensed or authorized as an insurance company, and/or, where applicable, a reinsurer or insurance intermediary in its jurisdiction of incorporation and each other jurisdiction where it is required to be so licensed or authorized and is duly licensed or authorized in each such jurisdiction for each line of business written therein, except where the failure to so conduct its insurance operations or the failure of its Insurance Entities to be licensed or authorized would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole.

(b) Since January 1, 2007, each of its Insurance Entities has timely filed or submitted in all material respects all annual and, to the extent Applicable Law requires, quarterly and other periodic statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (as filed by it through the date hereof and thereafter, collectively, the “Statutory Statements”), except, in each case, as has been cured or resolved to the satisfaction of such insurance regulatory authority without imposition of any material penalty or as would not reasonably be expected to be material to it and its Subsidiaries, taken as whole. It has delivered or made available to the other parties, to the extent permitted by Applicable Laws, (i) true and complete copies of all annual Statutory Statements filed with any Governmental Authority for each Insurance Entity for the periods beginning January 1, 2007 through the date hereof and, once duly and timely filed, thereafter, and the quarterly Statutory Statements for each Insurance Entity for the quarterly periods ended December 31, 2008 through the date hereof and, once duly and timely filed, thereafter, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable insurance regulatory authority and (ii) true and complete copies of all examination reports (and has notified the other party of any pending examinations) of any insurance regulatory authorities received by it on or after January 1, 2007 through the date hereof relating to the Insurance Entities. Financial statements included in its Statutory Statements were prepared in conformity with Applicable SAP, consistently applied for the periods covered thereby, were prepared in accordance with the books and records of the applicable Insurance Entity, and present fairly in all material respects the statutory financial position of the relevant Insurance Entity as of the respective dates thereof and the results of operations, cash flows, and changes in capital and surplus (or shareholders’ equity, as applicable) of such Insurance Entity for the respective periods then ended. Its Statutory Statements complied in all material respects with all Applicable Laws when filed or submitted and no material violation or deficiency has been asserted in writing by any Governmental Authority with respect to any of its Statutory Statements that

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have not been cured or otherwise resolved to the satisfaction of such Governmental Authority. The statutory balance sheets and income statements included in its annual Statutory Statements have been audited by its independent auditors, and it has delivered or made available to the other party true and complete copies of all audit opinions related thereto for periods beginning January 1, 2007 through the date hereof. Except as indicated therein, all assets that are reflected on its Subsidiaries’ Statutory Statements comply in all material respects with all applicable insurance laws regulating the investments of Insurance Entities and all applicable insurance laws with respect to admitted assets and are in amount at least equal to the minimum amount required by applicable insurance laws. The financial statements included in its Statutory Statement accurately reflect in all material respects the extent to which, pursuant to Applicable Laws and Applicable SAP, the applicable Insurance Entity is entitled to take credit for reinsurance (or any local equivalent concept).

(c)The loss reserves and other actuarial amounts of each of the Insurance Entities contained in its Statutory Statements: (i) were determined in accordance with generally accepted actuarial standards and principles consistently applied (except as otherwise noted in the financial statements and notes thereto included in such Statutory Statements), (ii) complied in all material respects with Applicable Laws and were computed on the basis of methodologies consistent in all material respects with those used in computing the corresponding reserves in the prior fiscal years, except as otherwise noted in the financial statements and notes thereto included in such Statutory Statements, and (iii) include provisions for all actuarial reserves and related items which are required to be established in accordance with Applicable Law. To its knowledge, no facts or circumstances exist which would necessitate any material increase in the statutorily required reserves above those reflected in the most recent balance sheet included in its Statutory Statements.

(d)Prior to the date of this Agreement, it has made available to the other party true and complete copies of all finalized actuarial reports prepared by independent actuaries and used as the basis for establishing the reserves for each of the Insurance Entities from and after January 1, 2007, and all material attachments, addenda, supplements and modifications thereto. To its knowledge, any information and data furnished by it or any of its Subsidiaries to independent actuaries in connection with the preparation of such actuarial reports were accurate in all material respects. To its knowledge, such actuarial reports were based upon an accurate inventory of Policies and Reinsurance Agreements in force for it and its Subsidiaries, as the case may be, at the relevant time of preparation and were prepared in conformity in all material respects with generally accepted actuarial principles in effect at such time (except as may be noted therein) and the projections contained therein were prepared in accordance with the assumptions stated therein.

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(e)As of the date of this Agreement, all material reinsurance or retrocession treaties or agreements, slips, binders, cover notes or other similar arrangements (including weather derivatives) to which it or any of its Subsidiaries is a party or under which it or any of its Subsidiaries has any existing rights, obligations or liabilities (the “Reinsurance Agreements”) are, and after the consummation of the transactions contemplated hereby will continue to be, valid and binding obligations of it and its Subsidiaries (to the extent they are parties thereto or bound thereby) and, to its knowledge, each other party thereto, in accordance with their terms and are in full force and effect, and it and each of its Subsidiaries (to the extent they are party thereto or bound thereby) and, to the its knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each Reinsurance Agreement, except as would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole. As of the date hereof, neither it nor any of its Subsidiaries has received notice, nor does it have knowledge, of any violation or default in respect of any obligation under (or any condition which, with the lapse of time or the giving of notice or both, would result in such a violation or default), or any intention to cancel, terminate or change the scope of rights and obligations under, or not to renew, any Reinsurance Agreement, except, in each case, as has not been and would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole. Since January 1, 2007, (i) neither it nor its Subsidiaries have received any written notice from any party to a Reinsurance Agreement that any amount of reinsurance ceded by it or such Subsidiary to such counterparty will be uncollectible or otherwise defaulted upon, (ii) to its knowledge, no party to a Reinsurance Agreement under which it or any of its Subsidiaries is the cedent is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iii) to its knowledge, the financial condition of any party to a Reinsurance Agreement under which it or any of its Subsidiaries is the cedent is not impaired to the extent that a default thereunder is reasonably anticipated, (iv) there are no disputes under any Reinsurance Agreement other than disputes in the ordinary course for which adequate loss reserves have been established and (v) its relevant Subsidiary is entitled under any Applicable Law and Applicable SAP to take full credit in its Statutory Statements for all amounts recoverable by it pursuant to any Reinsurance Agreement under which it is the cedent and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Statutory Statements, except as has not been and would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole.

(f)Except as has not been and would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole, with respect to any Reinsurance Agreement for which the ceding insurer party thereto is taking credit on its most recent Statutory Statements, to its knowledge, from and after January

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1, 2007 (i) there has been no separate written or oral agreement between such ceding insurer and the assuming reinsurer that would under any circumstances reduce, limit, mitigate or otherwise affect in any respect any actual or potential loss to the parties under any such Reinsurance Agreement, other than inuring contracts that are explicitly defined in any such Reinsurance Agreement, (ii) for each such Reinsurance Agreement entered into, renewed or amended on or after January 1, 2007, for which risk transfer is not reasonably considered to be self- evident, documentation concerning the economic intent of the transaction and the risk transfer analysis evidencing the proper accounting treatment is available in any respect for review by the relevant Governmental Authorities for each of it and its Subsidiaries, (iii) its Subsidiary that is a party thereto, and to its knowledge, any other party thereto, complies and has complied from and after January 1, 2007 with any applicable requirements set forth in IFRS 4, in the case of the Company and its Subsidiaries, and FAS 113, in the case of Parent and its Subsidiaries, in any respect, and (iv) such Insurance Entity has and had since January 1, 2007 appropriate controls in place to monitor the use of reinsurance and comply with the provisions of IFRS 4, in the case of the Company and its Subsidiaries, and FAS 113, in the case of Parent and its Subsidiaries, in any respect.

(g)All policies, policy forms, binders, slips, treaties, certificates, insurance or reinsurance contracts or participation agreements and other agreements of insurance or reinsurance, whether individual or group (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) and all amendments, applications, brochures, illustrations and certificates pertaining thereto (the “Policies”), in effect as of the date of this Agreement, that are issued by it or any of its Subsidiaries and any and all marketing materials have been, to the extent required under Applicable Law, filed with or submitted to and not objected to by such Governmental Authority within the period provided for objection, and such Policies and marketing materials comply with the insurance laws applicable thereto and have been administered in accordance therewith, except as has not had and would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole. All premium rates established by it or any of its Subsidiaries that are required to be filed with or submitted to or approved by Governmental Authority have been so filed, submitted or approved, the premiums charged conform thereto and such premiums comply with the insurance laws applicable thereto, except as has not been and would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole.

(h)To its knowledge, each insurance agent, general agent, agency, producer, broker, reinsurance intermediary, program manager, managing general agent and managing general underwriter currently selling, issuing or underwriting business for or on behalf of it or any of its Subsidiaries (including it and its Subsidiaries’ salaried employees) (each, an “Agent”) was duly licensed for the

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type of activity and business conducted or written, sold, produced, underwritten or managed. To its knowledge, each program manager, managing general agent, third party administrator or claims adjuster or manager, at the time such person managed or administered business (including without limitation the administration, handling or adjusting of claims) for or on behalf of it or any of its Subsidiaries (each, an “Administrator”) was duly licensed for the type of activity conducted. To its knowledge, no Agent or Administrator has materially violated or is currently in violation of any material respect of any term or provision of any Applicable Law applicable to the writing, sale, production, underwriting or administration of business for it or any of its Subsidiaries, except for such failures or such violations which have been cured, that have been resolved or settled through agreements with applicable Governmental Authorities or that are barred by an applicable statute of limitations. Each Agent was appointed and compensated by it or its Subsidiaries in compliance in all material respects with Applicable Law and all processes and procedures used in making inquiries with respect of such Agent were undertaken in compliance in all material respects with Applicable Law. No Agent has binding authority on behalf of it or any of its Subsidiaries. As of the date of this Agreement, no Agent accounting individually for 1% or more of the total gross premiums of all of the Insurance Entities for the year ended December 31, 2008 has indicated to it or any of its Subsidiaries in writing or, to its knowledge, orally that such Agent will be unable or unwilling to continue its relationship as an Agent with it or any of its Subsidiaries within twelve months after the date hereof.

(i)Each of the Insurance Entities has duly and timely filed in all respects all reports or other filings required to be filed with any insurance regulatory authority in the manner prescribed therefor under Applicable Laws and no Governmental Authority has asserted any deficiency or violation with respect thereto, except as has been cured or resolved to the satisfaction of the Government Authority or except, in each case, as has not been and would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole. Without limiting the foregoing, each of its and its Subsidiaries’ submissions, reports or other filings under applicable insurance holding company statutes or other applicable insurance laws with respect to contracts, agreements, arrangements and transactions between or among Insurance Entities and their affiliates, and all contracts, agreements, arrangements and transactions in effect between any of its Subsidiaries that is an Insurance Entity and any affiliate are in compliance in all respects with the requirements of all applicable insurance holding company statutes or other such insurance laws and all required approvals or deemed approvals of insurance regulatory authorities with respect thereto have been received or obtained, except as has not been and would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole.

(j)Copies (which are complete and correct in all material respects) of all analyses, reports and other data prepared by or on behalf of any Insurance

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Entities and submitted by or on behalf of any such Insurance Entity to any insurance regulatory authority since January 1, 2006 relating to risk based capital calculations or Insurance Regulatory Information Systems ratios have been provided by it to the other party prior to the date of this Agreement.

(k)Except for regular periodic assessments in the ordinary course of business, there are no material unpaid claims and assessments against it or any of its Subsidiaries, whether or not due, by any insurance guaranty association (in connection with that association’s fund relating to insolvent insurers), joint underwriting association, residual market facility or assigned risk pool. No such material claim or assessment is pending and neither it nor any of its Subsidiaries has received written notice of any such material claim or assessment against it or its Subsidiaries by any insurance guaranty association, joint underwriting association, residual market facility or assigned risk pool.

(l)As of the date hereof, it has no reason to believe that any rating presently held by it or any of its Subsidiaries is likely to be modified, qualified, lowered or placed under surveillance for a possible downgrade for any reason (excluding any such modification, qualification, lowering or placement under surveillance occurring as a result of the announcement or consummation of the transactions contemplated by this Agreement and the Securities Purchase Agreement).

Section 5.13. Investments; Derivatives. (a) The information provided by it to the other party related to its investment assets, including, without limitation, bonds, notes, debentures, mortgage loans, real estate, collateral loans, derivatives (including swaps, swaptions, caps, floors, foreign exchange, and options or forward agreements) and all other instruments of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued by or interests in trusts, alternative investments and direct or indirect investments in hedge funds, whether entered into for its own or its Subsidiaries or their customers’ accounts (such investment assets, together with all investment assets held between such date and the Effective Time are referred to herein as the “Investment Assets”) is true and complete in all material respects as of June 15, 2009.

(b)As of the date of this Agreement, to its knowledge, none of its Investment Assets is in material default in the payment of principal or interest or dividends.

(c)As of the date of this Agreement, to its knowledge, its Investment Assets comply in all material respects with, and the acquisition thereof complied in all material respects with, any and all investment restrictions under Applicable Law and its and its Subsidiaries’ policies with respect to the investment of its Investment Assets. Except for its Investment Assets sold in the ordinary course of

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business consistent with past practice or as contemplated by this Agreement, each of it and its Subsidiaries, as applicable, has good and marketable title to all of its material Investment Assets it purports to own, free and clear of all Liens (except Permitted Liens).

(d) To its knowledge, none of its Investment Assets is subject to any capital calls or similar liabilities, or any restrictions or suspensions on redemptions, lock-ups, “gates,” “side-pockets,” stepped-up fee provisions or other penalties or restrictions relating to withdrawals or redemptions, except as would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF PARENT

Subject to Section 11.05, except as disclosed in any Parent SEC Document filed after December 31, 2008 and before the date of this Agreement or as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:

Section 6.01. Existence and Power. Parent is, and Purchaser will be at the Closing, duly organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of organization and Parent has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. Parent is, and Purchaser will be at the Closing, duly qualified to do business as a foreign share corporation in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. Parent has heretofore made available to the Company true and complete copies of the memorandum of association and bye-laws or similar organizational documents of Parent as currently in effect. Since the date of its formation, Purchaser has not engaged in any activities other than in connection with or as contemplated by this Agreement and the Securities Purchase Agreement.

Section 6.02. Authorization. (a) The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated by this Agreement and the Securities Purchase Agreement are within the organizational powers of Parent and have been duly authorized by all necessary action on the part of Parent, except for the Parent Shareholder Approvals. The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated by this Agreement and the Securities Purchase Agreement will be, upon its execution and delivery hereof in accordance with Section 8.01, within the

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organizational powers of Purchaser and will be duly authorized by all necessary action on the part of Purchaser. This Agreement constitutes a valid and binding agreement of Parent, and will upon its execution and delivery hereof by Purchaser pursuant to Section 8.01 constitute a valid and binding agreement of Purchaser, enforceable against Parent and Purchaser in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

(b)The affirmative vote of a simple majority of the total votes cast in favor of (i) an increase in the number of directors constituting the board of directors of Parent (the “Parent Board”), (ii) the issuance of the Parent Shares in connection with the transactions contemplated by this Agreement and the Securities Purchase Agreement and (iii) any amendments to Parent’s Amended and Restated 2005 Employee Equity Plan to the extent required to give effect to the provisions of Sections 3.02(a) and 3.02(c) (collectively, the “Parent Shareholder Approvals”) are the only votes or approvals of the holders of anyclass or series of capital shares of Parent necessary to approve this Agreement, the Securities Purchase Agreement and the transactions contemplated by this Agreement and the Securities Purchase Agreement.

(c)At a meeting duly called and held, the Parent Board has (i) unanimously determined that this Agreement, the Securities Purchase Agreement and the transactions contemplated hereby and thereby are fair to and in the best interest of Parent’s shareholders, (ii) unanimously approved, adopted and declared advisable this Agreement, the Securities Purchase Agreement and the transactions contemplated hereby and thereby and (iii) unanimously recommended that Parent’s shareholders grant the Parent Shareholder Approvals (such recommendation, the “Parent Board Recommendation”).

Section 6.03. Governmental Authorization. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby and by the Securities Purchase Agreement require no action by or in respect of, or filing with or notifications to, any Governmental Authority, other than (i) notifications required to be made to the Company or the AMF due to crossing certain ownership thresholds, (ii) compliance with any applicable requirements of the HSR Act, (iii) compliance with any applicable requirements of Foreign Antitrust Laws, (iv) compliance with any applicable requirements of the 1933 Act, the 1934 Act, the General Rules of the AMF and the Euronext Paris non-harmonized market rules, and any other federal, state or non-U.S. securities laws, and (v) the approval of, or notifications to, the Delaware Insurance Commissioner, the California Insurance Commissioner, FINMA, the French Comité des entreprises d’assurance, the Canadian Office of the Superintendent of Financial Institutions,the Singapore Monetary Authority and the Bermuda Monetary Authority, except,

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in each case, for any actions or filings the absence of which would not reasonably be expected to (A) impair the ability of Parent and Purchaser to timely consummate the transactions contemplated by this Agreement or the Securities Purchase Agreement or (B) be material to Parent and its Subsidiaries, taken as a whole.

Section 6.04. Non-contravention. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby and by the Securities Purchase Agreement do not (in the case of Parent) and will not (in the case of Parent and Purchaser) (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws or other similar organizational documents of Parent or Purchaser, (ii) assuming compliance with the matters referred to in Section 6.03, contravene, conflict with, or result in a violation or breach of any provision of any Applicable Law, (iii) assuming compliance with the matters referred to in Section 6.03, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any material license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any material asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) through (iv), as would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole.

Section 6.05. Capitalization. (a) The authorized share capital of Parent amounts to US$200,000,000 and is divided into 11,600,000 Series C preferred shares, 9,200,000 Series D preferred shares, 144,000,000 shares designated as common shares and 35,200,000 undesignated shares. As of June 30, 2009, (i) 57,949,306 Parent Shares were issued and outstanding net of Parent Shares held in treasury, (ii) 1,295,173 Parent Shares were held in treasury, (iii) 2,358,595 Parent Shares were subject to outstanding Parent Options (of which Parent Options to purchase an aggregate of 2,321,780 Parent Shares were exercisable), (iv) 730,682 Parent Shares were subject to outstanding restricted share units, (v) 11,600,000 Series C Preferred Shares were issued and outstanding and (vi) 9,200,000 Series D Preferred Shares were issued and outstanding. All outstanding Parent Shares have been, and all Parent Shares that may be issued pursuant to any employee share option or other compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and free of preemptive rights. Section 6.05 of the Parent Disclosure Schedule contains a complete and correct list of

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each outstanding Parent Options as of the date hereof including the holder, date of grant, exercise price, vesting schedule and number of the Parent Shares subject thereto.As of the date hereof, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. As of June 30, 2009, except as set forth in this Section 6.05, there are no issued, reserved for issuance or outstanding (i) capital shares of or other voting securities of or ownership interests in Parent, (ii) securities of Parent convertible into or exchangeable for capital shares or other voting securities of or ownership interests in Parent, (iii) warrants, calls, options or other rights to acquire from Parent, or other obligation of Parent to issue, any capital stock or other voting securities or ownership interests in or any securities convertible into or exchangeable for capital shares or other voting securities or ownership interests in Parent or (iv) restricted shares, share appreciation rights, performance units, contingent value rights, “phantom” shares or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital share or voting securities of Parent (the items in clauses (i) through (iv) being referred to collectively as the “Parent Securities”). As of the date hereof, there are no outstanding obligations of Parentor any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Parent Securities. As of the date hereof, neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Parent Securities.

(c)As of the date hereof, except as set forth in this Section 6.05 or in furtherance of the transactions contemplated by this Agreement or the Securities Purchase Agreement, none of (i) the Parent Shares or (ii) the Parent Securities are owned by any Subsidiary of Parent.

(d)The Parent Shares to be issued as Offer Consideration, when delivered to the relevant Company security holder in accordance with this Agreement, will have been duly authorized, fully paid and non-assessable free and clear of any Lien and will not be issued in violation of any preemptive rights or have any restriction on the right to vote, sell or otherwise dispose of such Parent Shares, except with respect to the parties thereto, as set forth in the applicable Investor Agreement (as defined in the Securities Purchase Agreement).

Section 6.06. Subsidiaries. (a) Each Subsidiary of Parent has been duly organized, is validly existing and (where applicable) in good standing under the laws of its jurisdiction of organization, has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. Each such Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to be material

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to Parent and its Subsidiaries, taken as a whole. As of the date hereof, all Subsidiaries of Parent and their respective jurisdictions of organization are identified in Section 6.06(a) of the Parent Disclosure Schedule.As of the date hereof, all of the outstanding capital shares or other voting securities of, or ownership interests in, each Subsidiary of Parent is owned by Parent, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests, but excluding any restriction provided by Applicable Law or pursuant to the memorandum of association, bye-laws or similar organizational documents of the relevant Subsidiary). As of the date hereof, there are no issued, reserved for issuance or outstanding (i) securities of Parent or any of its Subsidiaries convertible into, or exchangeable for, capital shares or other voting securities of, or ownership interests in, any Subsidiary of Parent, (ii) warrants, calls, options or other rights to acquire from Parent or any of its Subsidiaries, or other obligations of Parent or any of its Subsidiaries to issue, any capital shares or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable for, any capital shares or other voting securities of, or ownership interests in, any Subsidiary of Parent or (iii) restricted shares, share appreciation rights, performance units, contingent value rights, “phantom” shares or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of Parent (the items in clauses (i) through (iii) being referred to collectively as the “Parent Subsidiary Securities”). As of the date hereof, there are no outstanding obligations of Parentor any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Parent Subsidiary Securities. As of the date hereof, except for the capital shares or other voting securities of, or ownership interests in, its Subsidiaries and except for the Investment Assets, Parent does not own, directly or indirectly, any capital shares or other voting securities of, or ownership interests in, any Person.

Section 6.07. SEC Filings. (a) Parent has filed with the SEC, and made available to the Company, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed by Parent since January 1, 2007 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”).

(b)As of its filing date (and as of the date of any amendment), each Parent SEC Document complied, and each Parent SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be.

(c)As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each Parent SEC Document filed

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subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(d)Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(e)Parent has complied in all material respects with the applicable listing rules and regulations of the New York Stock Exchange.

Section 6.08. Disclosure Documents. (a) The S-4 shall not at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)The Proxy Statement shall not, on the date the Proxy Statement, and any amendments or supplements thereto, is first mailed to the shareholders of Parent, or at the time of the Parent Shareholder Approvals contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c)The information supplied by Parent in writing specifically for inclusion in the Company Disclosure Documents, the Reply Document and the Offer Documents shall not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading.

(d)Each document required to be filed by Parent or Purchaser with the AMF in connection with the transactions contemplated by this Agreement, and any amendments or supplements thereto, when filed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the General Rules of the AMF and will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading.

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(e) The representations and warranties contained in this Section 6.08 will not apply to statements or omissions included or incorporated by reference in the S-4, the Proxy Statement, the Company Disclosure Documents, the Reply Document or the Offering Documents based upon information supplied in writing by the Company or any Seller or any of their Representatives specifically for inclusion therein.

Section 6.09. Financial Statements. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included or incorporated by reference in the Parent SEC Documents (the “Parent Financial Statements”) fairly present, in conformity with GAAP applied on aconsistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year end audit adjustments in the case of any unaudited interim financial statements).

Section 6.10. Tangible Book Value Per Share. Exhibit B-2 fairly presents, in conformity with GAAP applied on a consistent basis, the Tangible Book Value Per Share of Parent as of March 31, 2009.

Section 6.11. Absence of Certain Changes. (a) Since the Balance Sheet Date, the business of Parent and its Subsidiaries has been conducted in the ordinary course consistent with past practices and there has not been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

(b) Since the Balance Sheet Date until the date hereof, there has not been any action taken by Parent or any of its Subsidiaries that, if taken during the period from the date of this Agreement through the Closing without the Company’s consent, would constitute a material breach of Section 8.01.

Section 6.12. Finders’ Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Parent or Purchaser who might be entitled to any fee or commission from the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement or the Securities Purchase Agreement.

Section 6.13. Opinion of Financial Advisor. The Parent Board has received the opinion of UBS Securities LLC, financial advisor to Parent, to the effect that, as of the date of such opinion and based on and subject to the assumptions, matters considered and limitations described therein, the aggregate consideration to be paid by Parent pursuant to this Agreement and the Securities Purchase Agreement is fair, from a financial point of view, to Parent.

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Section 6.14. Taxes. To Parent’s knowledge, neither Parent nor any of its non-U.S. Subsidiaries is treated as a “passive foreign investment company” as defined in Section 1297 of the Code for its most recently ended taxable year. To Parent’s knowledge, Parent and each of its non-U.S. Subsidiaries currently satisfies (assuming the relevant taxable year ended on the date this representation is being given), and expects to satisfy with respect to the taxable year in which the Closing falls, either or both of the exceptions described in Sections 953(c)(3)(A) and (B) of the Code so that none of its U.S. Shareholders (within the meaning of Section 953(c) of the Code) will be required to include in income any of Parent’s or its subsidiaries’ “related person insurance income” (within the meaning of Section 953(c)(2) of the Code) by operation of Sections 951(a) and 953(c)(5) of the Code.. No Other Representations. Except for the representations and warranties of Parent and Purchaser contained in this Agreement, Parent and Purchaser make no other representation or warranty in connection with, arising out of or relating to the transactions contemplated by this Agreement and the Securities Purchase Agreement, express or implied, and Parent and Purchaser hereby disclaim, and the Company may not rely on, any such other representation or warranty, notwithstanding the delivery or disclosure to the Company or any of its Affiliates or any other Person of any documentation or other information by Parent and Purchaser or any of their Representatives or any other Person with respect to any of such matters, in each case except in the case of fraud or intentional misrepresentation.

ARTICLE 7

COVENANTS OF THE COMPANY

The Company agrees that:

Section 7.01. Conduct of the Company. Subject to the limitations and exceptions set forth in the several sentences of this Section 7.01, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and key employees, (iv) maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it and (v) ensure that all payments made, liabilities incurred and transactions entered into represent bona fide obligations or transactions arising in the ordinary course of business for fulland valid consideration. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, as required by Applicable Law, or as set forth in Section 7.01 of the Company Disclosure Schedule or to the extent

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Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), subject to any constraints under Applicable Law, the Company shall, and shall cause its Subsidiaries to:

(a)not amend its articles of incorporation, memorandum of association, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise);

(b)not (i) split, combine or reclassify any shares of its capital stock, or propose to split, combine or reclassify, any of its share capital, or issue or authorize or propose the issuance or authorization of any other securities in respect of, or in lieu of or in substitution for, shares of its share capital, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except (A) for the Company’s payment of the Share Capital Repayment and (B) dividends paid by a direct or indirect wholly owned Subsidiary of the Company to the Company or to any of the Company’s other direct or indirect wholly owned Subsidiaries (to the extent that any such dividends do not result in any Subsidiary of the Company breaching or otherwise violating any applicable regulatory capital requirements or becoming subject to any additional regulatory oversight or reporting requirements); provided that no dividends shall be paid to the Company or to fund the Share Capital Repayment except in accordance with Section 9.03 or (iii)redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any shares of the Company’s (or any of its Subsidiaries’) share capital or any securities convertible into or exercisable for any shares of the Company’s (or any of its Subsidiaries’) share capital (including any Company Securities or any Company Subsidiary Securities), other than repurchases, redemptions or acquisitions by any wholly owned Subsidiary of the Company of share capital or such other securities, as the case may be, of any other wholly owned Subsidiary of the Company;

(c)not (i) issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of any Company Securities or Company Subsidiary Securities, other than the issuance of (A) any Company Shares upon the exercise of Company Options, Company Warrants or Company RSUs that are outstanding on the date of this Agreement in accordance with the terms of those options on the date of this Agreement and (B) any Company Subsidiary Securities to the Company or any other Subsidiary of the Company or (ii) amend any term of any Company Security or any Company Subsidiary Security (in each case, whether by merger, consolidation or otherwise);

(d)not incur any capital expenditures or any obligations or liabilities in respect thereof, except for (i) those contemplated by the capital expenditure budget that has been made available to Parent prior to the date of this Agreement

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and (ii) any unbudgeted capital expenditures not to exceed US$500,000 individually or US$5,000,000 in the aggregate;

(e)not acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than (i) supplies, equipment and investment securities or other assets in bona fide transactions, on arms-length terms in the ordinary course of business of the Company and its Subsidiaries in a manner that is consistent with past practice and/or (ii) acquisitions with a purchase price net of the total of assumed liabilities (including all operating liabilities, reserves and indebtedness) that does not exceed US$500,000 individually or US$5,000,000 in the aggregate;

(f)not sell, lease or otherwise transfer, or create or incur any Lien, other than a Permitted Lien, on, any of the Company’s or any of its Subsidiaries’ assets, securities, properties, interests or businesses, other than (i) in bona fide transactions, on arms-length terms in the ordinary course of business consistent with past practice, including in respect of letter of credit facilities and/or (ii) other sales of assets, securities, properties, interests or businesses with a sale price or carrying value net of the total of assumed liabilities (including all operating liabilities, reserves and indebtedness) that does not exceed US$500,000 individually or US$5,000,000 in the aggregate;

(g)other than in connection with actions permitted by Section 7.01(d) or Section 7.01(e), not make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice or loans, advances or capital contributions to, or investments in, wholly owned Subsidiaries of the Company;

(h)not create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof (including reimbursement obligations with respect to letters of credit), other than (i) in replacement of existing or maturing debt, (ii) guarantees relating to business written by any wholly owned Subsidiary (whether directly or indirectly) of the Company in the ordinary course of the Company’s and its Subsidiaries’ insurance or reinsurance business consistent with past practice and not in excess of US$60,000,000 in the aggregate and (iii) draw-downs pursuant to existing credit facilities and letters of credit in support of the Company’s and its Subsidiaries’ insurance or reinsurance business consistent with past practice;

(i)(i) with respect to any director, officer or employee of the Company or any of its Subsidiaries whose annual compensation exceeds US$150,000, (A) not grant or increase any severance or termination pay to (or amend any existing severance pay or termination arrangement) or (B) not enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement), (ii) not increase benefits payable under any existing severance or

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termination pay policies, (iii) not establish, adopt or amend (except as required by Applicable Law) any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, stock option, restricted stock or other benefit plan or arrangement or (iv) not increase compensation, bonus or other benefits payable to any employee of the Company or any of its Subsidiaries, except, with respect to any director, officer or employee of the Company or any of its Subsidiaries whose annual compensation does not exceed US$150,000, for increases in the ordinary course of business consistent with past practice;

(j)not change the Company’s methods of accounting, except as required by concurrent changes in IFRS, as agreed to by its independent public accountants;

(k)not settle, or offer or propose to settle, (i) any material litigation, investigation, arbitration, proceeding or other claim involving or against the Company or any of its Subsidiaries except (A) where the amount paid (less the amount reserved for such matters in its latest audited balance sheet included in its AMF Documents and any insurance coverage applicable thereto) in settlement or compromise, in each case, does not exceed US$500,000 or (B) arising from ordinary course claims for insurance or reinsurance (but excluding material litigation relating to such claims) that are handled pursuant to the Company’s normal claims handling process consistent with past practice, (ii) any shareholder litigation or dispute against the Company or any of its officers or directors or (iii) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby;

(l)not (i) make or change any material Tax election, (ii) change any annual tax accounting period, (iii) adopt or change any method of tax accounting except as required by Applicable Law, (iv) materially amend any Tax Returns, (v) enter into any material closing agreement, (vi) settle any material Tax claim, audit or assessment or (vii) surrender any right to claim a material Tax refund, offset or other reduction in Tax liability;

(m)comply in all material respects with, and not alter or amend in any material respect (except as may be required by or, in its reasonable good faith judgment, advisable under, IFRS, Applicable SAP or any Governmental Authority or Applicable Laws), the Company’s or any of its Subsidiaries’ existing underwriting guidelines, referral processes, authority levels, the risk limitations set forth in Section 7.01(m) of the Company Disclosure Schedule (except for increases to risk limitations in the ordinary course of business consistent with past practice), pricing policies and practices;

(n)comply in all material respects with the Company’s and its Subsidiaries’ existing risk management policies and practices described in Section 7.01(n) of the Company Disclosure Schedule;

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(o)not enter, to the extent material, any new risk segments, any classes or any markets in which the Company and its Subsidiaries do not operate on the date hereof;

(p)not permit the aggregate premium volumes of new business (i.e., treaties referenced by a new treaty number in the Company’s Petrus system in accordance with past practice) in each of the property, casualty/motor, credit/bond and marine/aviation/life classes to exceed 25% of the in force aggregate premium volume generated by each of such classes as of the first day of the current calendar quarter (based on the Company’s Petrus system) with the exception of the facultative reinsurance class, to which such limit shall not apply. For the purpose of the comparison between the aggregate premium volume at the first day of the current calendar quarter and the new aggregate premium volume, the exchange rates at December 31 of the most recently completed calendar year shall be used;

(q)not make any material change in the methodology used in the calculation of reserves for future payment of benefits, losses, claims, expenses and similar purposes (including claims litigation) under all insurance policies or Reinsurance Agreements to which any Insurance Entity is or becomes a party;

(r)use its commercially reasonable efforts consistent with past practice to enter into or renew any retrocession treaties or agreements involving the Company’s or any of its Subsidiary’s cession of risk on terms and conditions (including collateral and other security requirements) consistent with those entered into by the Company and its Subsidiaries in the ordinary course of business consistent with past practice to the extent available on commercially reasonable terms; provided that if after the date hereof the Company desires to reduce its peak exposure in manner inconsistent with its past practice, upon the receipt by Parent of a reasonably detailed description of the Company’s planned actions, together with any relevant analysis, Parent shall consider such request in good faith and shall not unreasonably withhold, condition or delay its consent to the taking of such action.

(s)not amend or modify in any material respect or terminate (excluding terminations upon expiration of the term thereof in accordance with their terms) any Material Contract or waive, release or assign any material rights, claims or benefits of it or its Subsidiaries under any Material Contract, or enter into any contract or agreement that would have been a Material Contract had it been entered into prior to this Agreement;

(t)not enter into, amend or modify in any material respect any agreement relating to the commutation of any reinsurance program or Reinsurance Agreement having commutation amounts in excess of US$10,000,000 individually or US$50,000,000 in the aggregate, other than as

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required by Applicable Law; provided that the Company shall, on a quarterly basis, provide Parent with reasonable information regarding any commutations undertaken in the previous quarter for which the prior approval of Parent was not required pursuant to this Section 7.01(t);

(u)other than with respect to the Company’s or its Subsidiaries’ Agents appointed as of the date hereof, not enter into any agreement providing for the appointment of any managing general agent or any Person performing similar functions;

(v)comply with and take such reasonable action as may be necessary to ensure that each investment manager or adviser, Agent or Administrator complies with, and not alter or amend in any material respect, the investment policy and guidelines set forth in Section 7.01(v) of the Company Disclosure Schedule, except as may be required by (or, in its reasonable good faith judgment, advisable under) IFRS, Applicable SAP or any Governmental Authority or Applicable Law;

(w)not enter into, purchase, sell, amend or modify any derivative contract, except (i) in the case of contracts (other than any contracts referenced in (ii), (iii) and (iv) below) for the purpose of hedging in the ordinary course of business consistent with past practice and in compliance with the investment policy and guidelines set forth in Section 7.01(v) of the Company Disclosure Schedule, (ii) in the case of currency rate hedging, in the ordinary course of business consistent with past practice, (iii) in the case of weather derivatives where limits are stipulated, with a maximum exposure per individual risk not in excess of US$10,000,000/€10,000,000 and (iv) for weather derivatives and agriculture related derivatives, in each case, traded over the Chicago Mercantile Exchange (CME) or the Chicago Board of Trade (CBOT), in the ordinary course of business consistent with past practice (it being specified that the Company shall report to Parent every two weeks on any transaction entered into by the Company or any of its Subsidiaries on the Chicago Mercantile Exchange during such previous two-week period); provided that solely in the case of the foregoing clause (iii), unless Parent provides written notice that it is withholding consent within two Business Days after the receipt of written request therefor from the Company, such consent will be deemed to have been granted;

(x)not underwrite sport, leisure and entertainment business with a per risk limit in excess of US$10,000,000/€10,000,000 or a per event limit in excess of US$15,000,000/€15,000,000; provided that solely in the case of this clause (x), unless Parent provides written notice that it is withholding consent within two Business Days after the receipt of written request therefor from the Company, such consent will be deemed to have been granted;

(y)commit to continue the Company’s existing investment practice to not incur exposure to equities or to not acquire additional non-guaranteed asset-

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backed securities and to seek to maintain an average credit rating of AA- or better for its investment portfolio; provided that the Company in no event shall be required to sell any Investment Assets to maintain such rating that would be below the Company’s management’s estimate of the realizable value of such security;

(z) not voluntarily forfeit, abandon, modify, waive, terminate or otherwise change any of its material governmental licenses, authorizations, permits, consents and approvals, except as would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole;

(aa)use its reasonable best efforts to obtain and maintain in existence each contract or agreement under which the Company or any of its Subsidiaries is granted any material license rights or immunity (including any license relating to risk modeling Software) with respect to the Intellectual Property of a third party; and

(bb)not agree, resolve or commit to (i) do any action restricted by this Section 7.01 or (ii) accept any restriction that would prevent the Company or any of its Subsidiaries from taking any action required by this Section 7.01.

Section 7.02. Company Shareholder Approvals; Company Shareholders Meeting. (a) As soon as practicable after the date hereof, the Company Board andthe Company shall take all actions reasonably necessary for (i) the appointment of the Parent Designated Directors to the Company Board and the resignation of the directors from the Company Board, in each case, set forth on the list entitled “Resigning and Appointed Company Board Members” delivered by Parent to the Company in writing no later than seven Business Days prior to the publication of the invitation to the applicable Company Shareholders Meeting relating to the election of the Parent Designated Directors (as defined in the Securities Purchase Agreement) subject to and effective upon the Closing, (ii) the approval and adoption of the Share Capital Repayment by the Company’s shareholders and the payment thereof immediately prior to the Closing (subject to Section 9.03) and (iii) the Charter Amendment to become effective immediately prior to the Closing, including convening one or more meetings of the Company’s shareholders (each, a “Company Shareholders Meeting”) as soon as reasonably practicable for the purpose of voting upon (A) a conditional resolution to appoint the Parent Designated Directors to the Company Board subject to and effective upon the Closing, (B) a conditional resolution to approve and adopt the Share Capital Repayment subject to and effective upon the Closing and (C) the approval of the Charter Amendment. The Company, acting through the Company Board, (1) shall recommend to the Company’s shareholders their approval of the appointment of the Parent Designated Directors, the Share Capital Repayment and the Charter Amendment and include in the Company Disclosure Documents such recommendations, (2) shall use its reasonable best efforts to obtain such

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approvals, including soliciting the votes of the Company’s shareholders in favor of the appointment of the Parent Designated Directors, the Share Capital Repayment and the Charter Amendment, and (3) shall otherwise comply with all legal requirements applicable to each Company Shareholders Meeting; provided that if the Company Board shall make an Adverse Company Recommendation Change, the obligations of the Company Board to make the recommendation contemplated by the foregoing clause (1) shall cease, but no Adverse Company Recommendation Change shall affect the Company’s other obligations under this Section 7.02, including its obligations to take all actions reasonably necessary (x) prior to the applicable Company Shareholder Meeting in order to be able to give effect each of the matters described in clauses (i), (ii) and (iii) (including calling and holding Company Shareholders Meetings and soliciting votes of the Company’s shareholders (provided that in soliciting such votes, the Company Board shall have the right to communicate the basis for its lack of recommendation) as promptly as reasonably practicable after the receipt of the applicable Company Shareholder Approval at such Company Shareholder Meeting and (y), upon the receipt of the applicable Company Shareholder Approval, to give effect to such matters.

(b) In connection with each Company Shareholders Meeting, the Company shall, in each case, to the extent required by Applicable Law, promptly prepare and shall thereafter mail to its shareholders any and all Company Disclosure Documents and all other materials for such meeting. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on all such Company Disclosure Documents and any amendments thereto each time before any such document is mailed to the Company’s shareholders, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Purchaser and their counsel. Each of Parent, Purchaser and the Company agrees promptly to correct any information provided by it in writing specifically for use in such Company Disclosure Documents prepared in connection with each Company Shareholders Meeting if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause such Company Disclosure Documents prepared in connection with each Company shareholders Meeting as so corrected to be mailed to the Company’s shareholders, in each case to the extent required by Applicable Law.

Section 7.03. Swiss Federal Tax Ruling. The Company shall use reasonable best efforts in supporting Purchaser in obtaining, on behalf of Parent (in the case of clause (i) below) or the Company (in the case of clauses (ii) and (iii) below), a tax ruling from the Swiss Federal Tax Administration confirming that (i) the contribution of Parent Shares into either GmbH Purchaser or AG Purchaser will not trigger any Swiss issuance stamp tax consequences, (ii) the position “Réserves / Primes d’émission” in the books of the Company in the amount of CHFT 1’239’479 as per December 31, 2008 qualifies as Additional

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Paid-In Capital (“APIC”) paid in after 1996 for Swiss tax purposes not being subject to Swiss withholding tax in case of a repayment to the Company’s shareholders on or after January 1, 2011 and (iii) a change in the Company’s shareholding structure (including the Merger contemplated by this Agreement) will not lead to a qualification as withholding tax avoidance under the old reserves rules provided that no distributions or redemption of “Réserves / Primes d’émission” are made prior to January 1, 2011 (the “Swiss Federal Tax Ruling”). The Company shall promptly provide Purchaser with all information and documents necessary in connection with obtaining the Swiss Federal Tax Ruling and in furtherance thereof shall promptly inform Parent and Purchaser of any developments which may affect the ruling process.

Section 7.04. Alternative Structure in Lieu of the Swiss Federal Tax Ruling. If Parent informs the Company that it believes, based upon the advice oftax advisers, that the Swiss Federal Tax Ruling will not be timely obtained, the Company shall (i) consider in good faith any modifications to the transaction structure contemplated by this Agreement and the Securities Purchase Agreement proposed by Parent that would allow Parent and its Affiliates to achieve tax treatment that approximates the treatment that would have been achieved if the Swiss Federal Tax Ruling were obtained, and shall agree to such modifications if the Company determines, in its reasonable judgment, that such modifications are not adverse in any material respect to the Company or any of its direct or indirect shareholders and (ii) use reasonable best efforts to cooperate with Parent, at Parent’s sole cost and expense, in effecting any such modifications.

Section 7.05. Access to Information. From the date hereof until the Effective Time and subject to the Confidentiality Agreement dated as of May 18, 2009 (the “May Confidentiality Agreement”) among the Company, Parent and the other parties thereto, the Confidentiality Agreement dated as of April 15, 2009 (the “April Confidentiality Agreement” and, together with the May Confidentiality Agreement, the “Confidentiality Agreements”) among the Company, Parent and the other parties thereto and Applicable Law, upon reasonable notice, the Company shall (i) give Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to its offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that the Company may restrict the foregoing access to the extent itwould, in the reasonable good faith opinion of the Company, jeopardize any legally recognized privilege or violate any binding agreement entered into prior to the date hereof (provided, however, that the parties agree to use reasonable best

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efforts, if requested by Parent, to enter into a joint defense agreement or implement such other techniques for resolving privilege issues if the parties determine that doing so would reasonably permit the disclosure of such information without so jeopardizing such privilege or resulting in such violation). Any investigation pursuant to this Section 7.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained by Parent in any investigation pursuant to this Section 7.05 shall affect or be deemed to modify any representation or warranty made by the Company hereunder.

Section 7.06. No Solicitation; Other Offers. (a) General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage the submission of any Company Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, knowingly participate in, knowingly facilitate or encourage any effort by any Third Party that has indicated to the Company it is seeking to make, or has made, a Company Acquisition Proposal, (iii) fail to convene a meeting of the Company Board for the purpose of seeking the Final Offer Recommendation in accordance with (and subject to the provisions of) Section 2.02(c) or withdraw or modify in a manner adverse to Parent the Company Board Recommendation or the Final Offer Recommendation, if any, (or recommend a Company Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation or the Final Offer Recommendation, if any) (any of the foregoing in this clause (iii), an “Adverse Company Recommendation Change”), (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries to the extent such waiver or release would permit any Person to make a Company Acquisition Proposal or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Company Acquisition Proposal. It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company. Subject to the proviso to Section 7.02, making an Adverse Company Recommendation Change shall not relieve the Company of its obligations under Section 7.02 or its obligations to seek the Company Shareholder Approvals or to hold any Company Shareholder Meetings in respect thereof.

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(b) Exceptions. Notwithstanding Section 7.06(a), at any time prior to the Effective Time:

(i)the Company, directly or indirectly through advisors, agents or other intermediaries, may (A) engage in negotiations or discussions with any Third Party and its Representatives or financing sources that, subject to the Company’s compliance with Section 7.06(a), has made after the date of this Agreement a bona fide, written Company Acquisition Proposal that the Company Board reasonably believes will lead to a Superior Proposal and (B) furnish to such Third Party or its Representatives or its financing sources non-public information relating to the Company or any of its Subsidiaries, and afford access to business, property, assets, books and records of the Company or any of its Subsidiaries pursuant to a confidentiality agreement (a copy of which shall be provided for informational purposes only to Parent) with such Third Party with terms no less favorable to the Company than those contained in the May Confidentiality Agreement; provided that all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party) and (C) (subject to the Company having used reasonable best efforts to oppose any proceeding seeking such an order) take any action that any court of competent jurisdiction orders the Company to take; and

(ii)following receipt of a Superior Proposal, the Company Board may make an Adverse Company Recommendation Change;

in each case referred to in the foregoing clauses (i) and (ii) only if the Company Board determines in good faith, after consultation with outside legal counsel, that such action is required by its fiduciary duties under Swiss law; provided that after the Closing, the Company Board shall not make an Adverse Company Recommendation Change unless the Company Board is acting upon the recommendation of the Independent Directors.

(c) Required Notices. The Company Board shall not take any of the actions referred to in Section 7.06(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party; provided that the foregoing shall not require the Company to give Parent prior notice of discussions with a Third Party initiated by such Third Party where the Company is unaware of the Third Party’s potential interest in making a Company Acquisition Proposal, so long as the Company notifies Parent upon

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becoming so aware in accordance with the next sentence. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any indication that a Third Party is considering making a Company Acquisition Proposal or any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that is known by the Company to be considering making, or has made, a Company Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a current basis, of the status and material terms of any such Company Acquisition Proposal, indication or request and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal (as well as written summaries of any oral communications addressing such matters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 7.06(c). Any of the foregoing obligations are subject to restrictions in accordance with Applicable Law.

(d)“Last Look”. Further, the Company Board shall not make anAdverse Company Recommendation Change in response to a Company Acquisition Proposal, unless (i) it determines such Company Acquisition Proposal is reasonably likely to constitute a Superior Proposal, (ii) the Company promptly notifies Parent, in writing, at least five Business Days before taking that action and subject to Applicable Law, of its intention to do so and attaching the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and the identity of the Third Party making the Company Acquisition Proposal, and (iii) Parent does not make, within five Business Days after its receipt of that written notification, an offer (x) that is at least as favorable to the shareholders of the Company as such Superior Proposal, or (y) after the Offer Filing Date until the expiration, termination or consummation of the Offer, whose terms, in case of a competing bid (offre concurrente), can be declared compliant by the AMF (déclaration de conformité)(it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new written notification from the Company and a new five Business Day period under this Section 7.06(d)).

(e)  Definition of Superior Proposal.  For purposes of this Agreement, “Superior Proposal” means a bona fide, initially unsolicited written Company Acquisition Proposal for all of the outstanding Company Shares not owned by

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Parent or subject to the transactions contemplated by the Securities Purchase Agreement, on terms that the Company Board determines in good faith by a majority vote, after considering the advice of a financial advisor of internationally recognized reputation and outside legal counsel and taking into account all the terms and conditions of the Company Acquisition Proposal, including any break- up fees, expense reimbursement provisions and conditions to consummation, are more favorable and provide greater value to all of the Company’s shareholders than as provided hereunder (taking into account any proposal by Parent to amend the terms of this Agreement pursuant to Section 7.06(d)), (i) which the Company Board determines is reasonably likely to be consummated without undue delay relative to the transactions contemplated by this Agreement and (ii) for which financing, if a cash transaction (whether in whole or in part), is then fully committed or reasonably determined to be available by the Company Board.

Section 7.07. Currency Rate Hedge. Promptly, but no later than two Business Days, after the date hereof, the Company shall enter into and thereafter maintain or renew until the payment of the Share Capital Repayment, or if the Share Capital Repayment is not paid prior to the Closing, such later time after the Closing as Parent shall determine, one or more currency rate arrangements that will fix the rate of exchange for conversion of U.S. dollars to CHF as of such date in respect of an aggregate amount in U.S. dollars equal to not less than US$329,488,933.

Section 7.08. IFRS Financial Statements. (a) As soon as reasonably practicable after the date hereof, the Company shall instruct and take steps necessary to allow its independent auditors, Mazars Coresa (the “Independent Auditor”), to prepare and deliver (and conduct such review as may be necessaryto prepare and deliver) to the Company an opinion that the audited consolidated financial statements of the Company included in the Company’s AMF Documents for the 12 months ended December 31, 2008 and 2007 and the six months ended December 31, 2006 comply with IFRS.

(b) The Company shall cause the audited consolidated financial statements of the Company for the 12 months ended December 31, 2008 and 2007 and the six months ended December 31, 2006 and the unaudited consolidated interim financial statements of the Company for the quarters ended March 31, 2009 and June 30, 2009, in each case, included in the Company’s AMF Documents and which will be included in the Proxy Statement or the S-4 to state in the notes thereto that such financial statements comply with IFRS in accordance with Item 17 of Form 20-F under the 1934 Act.

Section 7.09. Closing Balance Sheet. The Company shall prepare a consolidated balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”), audited by the Independent Auditor and prepared in accordancewith IFRS, applied in a manner consistent with the Company’s consolidated

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balance sheet as of the Balance Sheet Date included in the Company Financial Statements. The Company shall deliver to Parent a preliminary Closing Balance Sheet no later than 25 days after the Closing Date and a final audited Closing Balance Sheet no later than 45 days after the Closing Date.

ARTICLE 8

COVENANTS OF PARENT

Parent agrees that:

Section 8.01. Conduct of Parent. (a) Subject to the limitations and exceptions set forth in the several sentences of this Section 8.01, from the date hereof until the Closing, Parent shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and key employees, (iv) maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it and (v) ensure that all payments made, liabilities incurred and transactions entered into represent bona fide obligations or transactions arising in the ordinary course of business for full and valid consideration. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, as required by Applicable Law, or as set forth in Section 8.01 of the Parent Disclosure Schedule or to the extent the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), subject to any constraints under Applicable Law, Parent shall, and shall cause its Subsidiaries to:

(i)not change its methods of accounting, except as required by concurrent changes in GAAP as agreed to by its independent public accountants;

(ii)comply in all material respects with its and its Subsidiaries’ existing risk management policies and practices;

(iii)not make any material change in the methodology used in the calculation of reserves for future payment of benefits, losses, claims, expenses and similar purposes (including claims litigation) under any material insurance policies or Reinsurance Agreements to which any Insurance Entity is or becomes a party; and

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(iv)not agree, resolve or commit to (A) do any action restricted by this Section 8.01 or (B) accept any restriction that would prevent it or any of its Subsidiaries from taking any action required by this Section 8.01.

(b)Without limiting Section 10.01, the Company shall, prior to the Closing, have the right to terminate this Agreement upon giving written notice to Parent if:

(i)Since the date hereof, Parent shall have issued, or committed to issue, Parent Shares (in one ore more transactions) having an aggregate Market Value in excess of US$500,000,000 as of the date of the applicable issuance or commitment in connection with the acquisition (by merger, consolidation, acquisition or stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses; or

(ii)Parent shall have entered into a definitive agreement with respect to or consummated any transaction (including the consolidation of Parent with, or the merger or amalgamation of Parent with or into any Person) pursuant to which the outstanding Parent Shares have or will be converted into or exchanged for securities of any other Person, cash or other property.

Section 8.02. Formation of Purchaser. Promptly after the date hereof, Parent shall form a Swiss GmbH (“GmbH Purchaser”) and a Swiss Aktiengesellschaft (“AG Purchaser”), each as a wholly owned subsidiary of Parent. If the Cantonal Tax Ruling with respect to GmbH Purchaser is obtained on or before September 15, 2009, Parent shall cause GmbH Purchaser to execute a joinder agreement to this Agreement and the Securities Purchase Agreement and be bound hereunder and thereunder. If the Cantonal Tax Ruling with respect to GmbH Purchaser is not obtained on or before September 15, 2009, Parent shall promptly cause AG Purchaser to execute a joinder agreement to this Agreement and the Securities Purchase Agreement and be bound hereunder and thereunder. Notwithstanding the foregoing, if Parent informs the Company that it believes, based upon the advice of tax advisers, that the Swiss Federal Tax Ruling will not be obtained, Parent shall have the right, but not the obligation, to form a Bermuda entity (“Bermuda Purchaser”) as a wholly owned subsidiary of Parent and cause Bermuda Purchaser and GmbH Purchaser to execute joinder agreements to the Agreement and the Securities Purchase Agreement and be bound hereunder and thereunder in lieu of the joinder agreements described in the previous two sentences. Parent shall (i) take such actions as are necessary to cause the board of directors of Purchaser to approve this Agreement and the Securities Purchase Agreement and declare advisable this Agreement, the Securities Purchase Agreement and the transactions contemplated hereby and thereby and (ii)

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approve, if Parent is the sole shareholder of Purchaser, or cause the sole shareholder of Purchaser to approve, and adopt this Agreement.

Section 8.03. Obligations of Purchaser. Parent shall cause Purchaser to perform its obligations under this Agreement and the Securities Purchase Agreement and to consummate the transactions contemplated by this Agreement and the Securities Purchase Agreement on the terms and conditions set forth in this Agreement and the Securities Purchase Agreement.

Section 8.04. Voting of Shares. Parent shall vote, or cause to be voted, all Company Shares beneficially owned by it or any of its Affiliates in favor of approval of the Merger at the meeting of the Company’s shareholders contemplated by Section 3.01.

Section 8.05. Director and Officer Liability. Parent shall cause the Company or Surviving Company, as applicable, and the Surviving Company hereby agrees, to do the following:

(a)Until the later of (i) six years after the Effective Time and (ii) six years after Closing, Parent shall cause the Company or Surviving Company, as applicable, to indemnify, defend and hold harmless, and provide advancement of expenses (provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by Applicable Law) to, the present and former directors, managers and officers of the Company (each, an “Indemnified Person”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Indemnified Person is or was a director or officer of the Company or any of its Subsidiaries, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time (or if this Agreement is terminated after the Closing and prior to the Effective Time, the termination of this Agreement), whether asserted or claimed prior to, at or after, the Effective Time (or if this Agreement is terminated after the Closing and prior to the Effective Time, the termination of this Agreement) (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), to the fullest extent permitted by Swiss law or any other Applicable Law or provided under the Company’s articles of incorporation and bylaws in effect on the date hereof; provided that such indemnification shall be subject to any limitation imposed from time to time under Applicable Law.

(b)Until the later of (i) six years after the Effective Time and (ii) six years after the Closing, Parent shall cause to be maintained in effect provisions in the Company’s or the Surviving Company’s, as applicable, articles of incorporation and bylaws (or in such documents of any successor to the business

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of the Surviving Company) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of this Agreement, to the fullest extent permitted by Swiss law or any other Applicable Law.

(c) Prior to the Closing Date, the Company shall, and Parent shall cause the Company and the Surviving Company, as of the Closing and the Effective Time (or if this Agreement is terminated after the Closing and prior to the Effective Time, the termination of this Agreement), as applicable, to obtain and maintain thereafter and fully pay the premium for the non-cancelable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six years from and after the later to occur of the Closing and the Effective Time with respect to any claim related to any period or time at or prior to the Effective Time (or if this Agreement is terminated after the Closing and prior to the Effective Time, the termination of this Agreement) with terms, conditions, amounts, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (or if this Agreement is terminated after the Closing and prior to the Effective Time, the termination of this Agreement) (including in connection with this Agreement or the transactions or actions contemplated hereby); provided that the Company shall give Parent a reasonable opportunity to participate in the selection of such tail policy and the Company shall give reasonable and good faith consideration to any comments made by Parent with respect thereto. If the Company or the Surviving Company for any reason fails to obtain such “tail” insurance policies in accordance with the preceding sentence, the Company and the Surviving Company shall or Parent shall cause the Company and the Surviving Company, as applicable, to continue to maintain in effect, for a period of at least six years from the later to occur of the Closing Date and the Effective Time, the D&O Insurance in place as of the date hereof with terms, conditions, amounts, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date hereof, or the Surviving Company shall, or Parent shall cause the Surviving Company to, purchase comparable D&O Insurance for such period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company’s existing policies as of the date hereof; provided that in no event shall Parent or the Surviving Company be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 300% of the amount per

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annum the Company paid in its last full fiscal year, which amount is set forth in Section 8.05(c) of the Company Disclosure Schedule; and provided further that if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Company shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount; and provided further that any such D&O Insurance shall explicitly provide or promptly be amended to provide that such D&O Insurance shall be “primary insurance”. Prior to the Closing, the Company shall use its commercially reasonable efforts to maintain or renew its existing D&O Insurance on terms substantially consistent with those currently in effect as of the date of this Agreement or, if such terms are not reasonably available, on such other commercially reasonably terms as the Company shall determine appropriate.

(d)  If Parent, the Surviving Company or any of its successors or assigns (i)consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii)transfers or conveys all or substantially all of its properties and assets to any Person (including by dissolution), then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as the case may be, shall assume the obligations set forth in this Section 8.05.

(e)The rights of each Indemnified Person under this Section 8.05 shall be in addition to and regardless of any rights such Person may have under the articles of incorporation or bylaws of the Company or any of its Subsidiaries, under Swiss law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person, his or her heirs and legal representatives.

Section 8.06. Parent Shareholder Meeting. Parent and the Parent Board shall take all actions reasonably necessary for convening one meeting of Parent shareholders (the “Parent Shareholder Meeting”) as soon as reasonably practicable and in any event shall use reasonable best efforts to convene such meeting no later than 45 days after the Proxy Statement has been cleared by the SEC for the purpose of securing the Parent Shareholder Approvals. Parent, acting through the Parent Board, shall (subject to Section 8.07 solely in the case of the succeeding clause (i)) (i) make the Parent Board Recommendation at the Parent Shareholder Meeting and include such recommendation in the Proxy Statement, (ii) use its reasonable best efforts to obtain such approval and (iii) otherwise comply with all legal requirements applicable to such meeting, provided, however, that if the Parent Board shall have effected an Adverse ParentRecommendation Change, then in submitting such matters to the Parent

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Shareholders Meeting and in soliciting the votes of its shareholders, the Parent Board may submit such matters or solicit such votes without recommendation, in which event the Parent Board shall communicate the basis for its lack of a recommendation to the Parent shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent it determines, after consultation with its legal counsel, that such action is compelled by Applicable Law.

Section 8.07. No Solicitation; Other Offers. (a) General Prohibitions. Prior to receipt of the Parent Shareholder Approvals, neither Parent nor any of its Subsidiaries shall, nor shall Parent or any of its Subsidiaries authorize or permit any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage the submission of any Parent Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any non-public information relating to Parent or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Parent or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, knowingly participate in, knowingly facilitate or encourage any effort by any Third Party that has indicated to Parent it is seeking to make, or has made, a Parent Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to the Company the Parent Board Recommendation (or recommend a Parent Acquisition Proposal or take any action or make any statement inconsistent with the Parent Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Parent Recommendation Change”), (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Parent or any of its Subsidiaries to the extent such waiver or release would permit any Person to make a Parent Acquisition Proposal or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Parent Acquisition Proposal. It is agreed that any violation of the restrictions on Parent set forth in this Section by any Representative of Parent or any of its Subsidiaries shall be a breach of this Section by Parent. Making an Adverse Parent Recommendation Change shall not relieve Parent of its obligation to hold the Parent Shareholders Meeting to seek the Parent Shareholder Approvals in accordance with Section 8.06.

(b) Exceptions. Notwithstanding Section 8.07(a), at any time prior to receipt of the Parent Shareholder Approvals:

(i) Parent, directly or indirectly through advisors, agents or other intermediaries, may (A) engage in negotiations or discussions with any Third Party and its Representatives or financing sources that, subject to Parent’s compliance with Section 8.07(a), has made after the date of this Agreement a bona fide, written Parent Acquisition Proposal and (B) furnish to such Third Party or its Representatives or its financing sources

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non-public information relating to Parent or any of its Subsidiaries, and afford access to the business, property, assets, books and records of the Company or any of its Subsidiaries pursuant to a confidentiality agreement (a copy of which shall be provided for informational purposes only to the Company) with such Third Party with terms no less favorable to Parent than those contained in the April Confidentiality Agreement; provided that all such information (to the extent that such information has not been previously provided or made available to the Company) is provided or made available to the Company, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party) and (C) (subject to Parent having used reasonable best efforts to oppose any proceeding seeking such an order) take any action that any court of competent jurisdiction orders Parent to take; and

(ii) the Parent Board may make an Adverse Parent Recommendation Change;

in each case referred to in the foregoing clauses (i) and (ii) only if the Parent Board determines in good faith, after consultation with outside legal counsel, that such action is required by its fiduciary duties under Bermuda law.

Section 8.08. Protection of Directors and Management. Provided that the Closing occurs, Parent and Purchaser agree to refrain from claiming or enforcing and to waive, release and discharge, and to procure that the Company and its Subsidiaries refrain from claiming or enforcing and waive, release and discharge, to the fullest extent permitted in accordance with Applicable Laws, each of the directors, officers and managers of the Company and its Subsidiaries from any damages claims whatsoever, which the Company or any of its Subsidiaries has or may have out of any matter, cause or event occurring at or prior to the earlier of the Effective Time and the termination of this Agreement; provided that (i) the foregoing shall be subject to any limitation imposed from time to time under Applicable Law and (ii) nothing in this Section 8.08 shall restrict Parent or Purchaser from filing any such claim against any director or manager of the Company or any of its Subsidiaries in the case of fraud on the part of such director or manager. Promptly following each of the Closing and the Effective Time (or if this Agreement is terminated after the Closing and prior to the Effective Time, the termination of this Agreement), Parent and Purchaser shall, subject to Applicable Law, procure at the next ordinary general meeting (or equivalent meeting) of the Surviving Company or the Company, as applicable, occurring after such time (which, for the avoidance of doubt, can be the same meeting if the Closing and Effective Time occur prior to the next ordinary general meeting) an unconditional discharge granted to the directors and managers of the Company in connection with their acts or omissions as directors and managers of the Company and its Subsidiaries in the period prior to the Closing and the

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Effective Time (or if this Agreement is terminated after the Closing and prior to the Effective Time, the termination of this Agreement); provided, however, that each director, officer and manager resigning with effect as of the Closing or after the date hereof shall waive in accordance with, and subject to the limitations set forth in, clause (ii) of Section 5.01(a) of the Securities Purchase Agreement any rights and declare to have no claims of any kind whatsoever towards the Company and its Subsidiaries in connection with, or otherwise arising out of, its services as a director or manager of the Company or any of its Subsidiaries.

Section 8.09. Composition of Parent Board. Parent shall take all action reasonably necessary to cause one of the existing directors on the Company Board that is not an Affiliate of any Seller to be appointed to the Parent Board effective upon the Closing, subject to the approval of such Person by Parent’s Nominating and Governance Committee.

Section 8.10. Stock Exchange Listing. Parent shall use its reasonable best efforts to cause the Parent Shares (a) to be listed on such European Union stock exchange as may be reasonably determined by Parent, provided that the choice of such exchange does not result in a material delay in the consummation of the transactions contemplated hereby, and (b) to be issued in the Purchase, Offer and the Merger to be approved for listing on the New York Stock Exchange (the “NYSE”), subject to official notice of issuance, prior to the Closing.

Section 8.11. Retrocession Cooperation. Until the Effective Time, Parent shall reasonably assist and cooperate with the Company in its efforts to enter into or renew retrocession treaties or agreements involving the Company’s or any of its Subsidiary’s cession of risk on commercially reasonable terms.

Section 8.12. Employment Matters. (a) For a period of twelve months commencing as of the date hereof (the “Retention Period”), the Company shall (or, as applicable, Purchaser and Parent shall, and shall cause the Company (and the Surviving Company, as the case may be) and its Subsidiaries to) (i) offer or maintain continued employment to all individuals who are employees of the Company or any of its Subsidiaries on the Closing, including employees not actively at work due to injury, vacation, military duty, disability or other leave of absence (the “Company Employees”), (ii) not to make any materially adverse amendment or modification (other than any such amendment or modification that is agreed to by such Company Employee) (A) in the case of any Company Employee with an employment agreement or any Company Employee who performs most of his or her duties in France, of the terms of the employment agreement as of the Closing and, if applicable, any collective bargaining agreement or works council agreement applicable to him or her and (B) in the case of any other Company Employee, of the terms and conditions of such Company Employee’s employment as of the Closing and (iii) not to notify any Company Employee of the termination of his or her employment for any

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economic reason in connection with any operational or legal reorganization of the Company or any of its Subsidiaries, including by way of merger, amalgamation, consolidation, business combination, sale of all or substantially all of the assets whether related or not to the transactions contemplated by this Agreement and the Securities Purchase Agreement; provided that no provision in this Agreement shall, subject to Applicable Law, preclude the Purchaser, Parent, the Company (or the Surviving Company, as the case may be) and its Subsidiaries from being permitted to (1) terminate the employment of any Company Employee (including, as applicable, his or her employment agreement) for Cause (as defined below), (2) subject to Section 8.12(b), modify, amend or terminate any US Employee Plan, International Plan or other plan, program or arrangement offered by Purchaser, Parent or any of their Subsidiaries and (3) modify, amend or terminate any terms and conditions of employment (including, as applicable, an employment agreement) of a Company Employee to the extent required by Applicable Law. For purposes of this Section 8.12(a), “cause”, with respect to any Company Employee, has the definition of such term or analogous term in such Company Employee’s employment agreement or, if such Company Employee has no such employment agreement, means (x) the engaging by such Company Employee in serious negligence or willful misconduct, in each case that is injurious to Parent and its Subsidiaries, (y) such Company Employee’s failure to perform to the reasonable satisfaction of such Company Employee’s supervisor or to comply in all material respects with the direction of such Company Employee’s supervisor or (z) the indictment, plea of guilty or plea of no contest of such Company Employee for a serious criminal act.

(b)Without limiting the generality of Section 8.12(a), during the Retention Period, (i) the Company shall not (or, as applicable, Purchaser and Parent shall not, nor shall they permit the Company (and the Surviving Company, as the case may be) and its Subsidiaries to) reduce any Company Employee’s base salary or any bonus provided under an employment agreement, collective bargaining agreement or works council agreement applicable to him or her, in each case as in effect immediately prior to the Closing and (ii) Company shall (or, as applicable, Purchaser and Parent shall, and shall cause the Company (and the Surviving Company, as the case may be) and its Subsidiaries to) provide employee benefits (including any perquisites) and compensation to Company Employees that are no less favorable in the aggregate than those provided to such Company Employees immediately prior to the Closing under the employment agreement, collective bargaining agreement or works council agreement applicable to him or her.

(c)Seniority with the Company or any of its Subsidiaries (including, without limitation, any current or former Affiliate of the Company or any predecessor, to the extent previously recognized under any US Employee Plans or International Plans), (i) shall be taken into account for purposes of determining, as applicable, the eligibility for participation and vesting of any Company Employees under all employee benefits plans, programs or arrangements offered

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by Purchaser, Parent, Company (and the Surviving Company, as the case may be) or any of their Subsidiaries (including the US Employee Plans and International Plans) to the Company Employees (other than any equity compensation plan), and (ii) shall be taken into account for purposes of determining the benefit accrual of any Company Employees under all vacation plans or arrangements, severance plans or arrangements and paid time off or similar plans offered to the Company Employees; provided that, in the case of each of clause (i) and (ii) above, no service credit shall be granted to the extent any duplication of benefits results.

(d)On and following the Closing, Purchaser and Parent shall, and shall cause the Company (and the Surviving Company, as the case may be) and Purchaser’s, Parent’s and the Company’s Subsidiaries to, each use its commercially reasonable efforts to (i) waive any limitation on medical coverage of Company Employees due to pre-existing conditions under the applicable medical plan of Purchaser, Parent, Company (and the Surviving Company, as the case may be) and their Subsidiaries, as applicable, to the extent such Company Employees are, as of the Closing, covered under a medical employee benefit plan of the Company or any of its Subsidiaries and (ii) credit each Company Employee with all deductible payments and co-payments paid by such Company Employee under the current medical employee benefit plan of the Company or any of its Subsidiaries prior to the Closing during the fiscal year 2009 for the purpose of determining the extent to which any such Company Employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any medical plan of Purchaser, Parent, Company (and the Surviving Company, as the case may be) and Purchaser’s, Parent’s and the Company’s Subsidiaries for such year. Notwithstanding the foregoing, this Section 8.12(d) shall not apply in any jurisdiction (e.g., France) to the extent clauses (i) and (ii) above would be inapplicable.

(e)To the extent required by Applicable Law, Parent and Purchaser shall cause the Company (and the Surviving Company, as the case may be) and its Subsidiaries to honor all obligations of the Company (and the Surviving Company, as the case may be) and its Subsidiaries under the collective bargaining agreements and works council agreements applicable to the Company (and the Surviving Company, as the case may be) and its Subsidiaries, and any replacement, renewal or extension of such agreements; provided that this Section 8.12(e) shall not preclude Parent, Purchaser, the Company (and the Surviving Company, as the case may be) and its Subsidiaries from altering, amending or terminating any such agreement in accordance with its terms.

(f)Without limiting the generality of Section 11.06, no provision of this Section 8.12 shall confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. This Section 8.12 shall not create any third party beneficiary or other rights in any Company Employee (including any beneficiary

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or dependent thereof) in respect of continued employment with either Purchaser, Parent, the Company (and the Surviving Company, as the case may be) and any of their Subsidiaries or Affiliates, and no provision of this Section 8.12 shall create any such rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any US Employee Plan, International Plan or other plan, program or arrangement offered by Purchaser, Parent or any of their Subsidiaries.

Section 8.13. Tax Matters. To the extent Bermuda Purchaser and/or GmbH Purchaser are used to effect the transactions contemplated hereby, Parent will, to the extent permitted by Applicable Law, cause Bermuda Purchaser and/or GmbH Purchaser to each be treated as an entity disregarded from Parent for U.S. federal income tax purposes on the date of the Effective Time.

ARTICLE 9

ADDITIONAL AGREEMENTS

The parties hereto agree that:

Section 9.01. Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement and the Securities Purchase Agreement as promptly as reasonably practicable, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, including (A) the S-4, the Proxy Statement, the Offer Documents, the Reply Document and the Company Disclosure Documents, (B) such documents as are necessary for a listing of Parent’s common shares on such European Union stock exchange selected by Parent pursuant to Section 8.10 and (C) such documents as are necessary to seek the Company Shareholder Approvals and the Parent Shareholder Approvals, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) taking all action reasonably necessary to satisfy each of the conditions set forth in the Securities Purchase Agreement; provided that in no event shall Parent or Purchaser be required by this Section 9.01 or any other provision of this Agreement to (1) license, divest, dispose of or hold separate any portion of its or any of its Affiliates’ assets that would reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole, (2) accept any condition, limitation, obligation, commitment or requirement or take any other

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action imposed or proposed by any Governmental Authority that (x) restricts or limits Parent’s, the Company’s or any of their respective Affiliates’ freedom of action or requires Parent, the Company or any of their respective Affiliates to take any action, with respect to any of its or their assets or any portion of its or their businesses that would, in each case, reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole, or (y) limits in any material respect its or any of its Subsidiaries’ ability effectively to exercise full rights of ownership of any Company Shares and Company Warrants, (3) pay an aggregate amount reasonably expected to be material to Parent and its Subsidiaries, taken as a whole, in connection with seeking or obtaining any required actions, consents or waivers as are required to complete the transactions contemplated by this Agreement and the Securities Purchase Agreement (excluding any mandatory filing fees and reasonable and customary costs and expenses associated with making applications for, and responding to requests for information from Governmental Authorities with respect to, such required actions, consents, approvals or waivers as are required to complete the transactions contemplated by this Agreement and the Securities Purchase Agreement), or (4) commit or agree to any of the foregoing (each of clauses (1), (2), (3) and (4), a “Burdensome Condition”);provided, further, that the Company (i) shall not take or agree totake any action identified in foregoing clause (1), (2), (3) or (4) that would reasonably be expected to materially reduce or materially and negatively interfere with the benefits to be recognized by Parent and its Subsidiaries in the transactions contemplated by this Agreement and the Securities Purchase Agreement without the prior written consent of Parent and (ii) if so requested by Parent, shall use reasonable best efforts to take any action identified in foregoing clause (1), (2), (3) or (4) reasonably necessary to obtain clearances or approvals required to give effect to the transactions contemplated by this Agreement and the Securities Purchase Agreement under Applicable Law, provided that such action is conditioned on the Closing and does not reduce the amount or delay the payment of the Per Share Consideration or the Per Warrant Consideration payable in connection with the transactions contemplated by this Agreement and the Securities Purchase Agreement.

(b) In furtherance and not in limitation of the foregoing, to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act within 10 Business Days after the date of this Agreement, and any other required filing or application under Foreign Antitrust Laws, as applicable, as promptly as reasonably practicable, with respect to the transactions contemplated by this Agreement and the Securities Purchase Agreement, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Antitrust Laws, as applicable, and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or

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to obtain consents, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act.

(c) In furtherance and not in limitation of the foregoing, (i) as soon as practicable following the date of this Agreement, the Company, Parent and Purchaser shall cooperate in all respects with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to prepare and file as promptly as practicable with the relevant insurance regulators all notifications of, or requests for approval or non-objection relating to, the transactions contemplated by this Agreement and the Securities Purchase Agreement and shall use all reasonable best efforts to have such insurance regulators approve the transactions contemplated by this Agreement and the Securities Purchase Agreement (whether through positive notification of approval or non-objection), (ii) each of the Company, on the one hand, and Parent and Purchaser, on the other hand, shall give prompt written notice if such party(ies) receives any notice from any insurance regulator in connection with the transactions contemplated by this Agreement and the Securities Purchase Agreement, and, in the case of any such written notice, shall promptly furnish the other party(ies) with a copy thereof, (iii) all applications and substantive correspondence with insurance regulators by the Company relating to approvals required in connection with the consummation of the transactions contemplated hereby and by the Securities Purchase Agreement shall be approved in advance by Parent (such approval not to be unreasonably withheld, conditioned or delayed) (provided that the Company and its counsel shall, to the extent time permits, be given a reasonable opportunity to review any such applications and substantive correspondence with insurance regulators made by Parent, and Parent shall give reasonable and good faith consideration to any comments made by the Company and its counsel) and (iv) each party shall have the right to participate in and shall, to the extent practicable, receive reasonable prior notice of, all meetings (telephonic or otherwise) of the other party with any insurance regulators in respect of the transactions contemplated by this Agreement and the Securities Purchase Agreement. If an insurance regulator requires that a hearing be held in connection with its approval of the transactions contemplated by this Agreement and the Securities Purchase Agreement, each party shall use its reasonable best efforts to arrange for such hearing to be held as promptly as practicable.

Section 9.02. Parent S-4 and Proxy Statement. (a) Parent shall promptly prepare, and Parent shall promptly file with the SEC, a prospectus and registration statement on Form S-4 (the “S-4”). Upon the declaration of the effectiveness under the 1933 Act of the S-4, Parent shall thereafter file as promptly as practicable with the SEC the S-4 in definitive form and make available to the shareholders of the Company the prospectus included in such S-4 in the same manner as the Offer Documents are made available as described in Section 2.01(e), and, in any event, any shareholder of the Company participating in the

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Offer shall receive a copy of such prospectus. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Additionally, Purchaser will promptly prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable a proxy statement (the “Proxy Statement”) for the purpose of obtaining the Parent Shareholder Approvals.

(b)Each of Parent, Purchaser and the Company agrees promptly to correct any information provided by it in writing specifically for use in the S-4 or Proxy Statement if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. Parent and Purchaser shall use their reasonable best efforts to cause the S-4 or Proxy Statement, as applicable, as so corrected to be filed with the SEC, in each case to the extent required by applicable U.S. federal securities laws.

(c)The Company and its counsel shall be given a reasonable opportunity to review and comment on the S-4 and Proxy Statement and any amendments thereto each time before any such document is filed with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Purchaser shall provide the Company and its counsel with (i) any comments or other communications, whether written or oral, that Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the S-4 or Proxy Statement, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Purchaser to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and Purchaser or their counsel in any discussions or meetings with the SEC.

Section 9.03. Share Capital Repayment. (a) Company Required Actions. The Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts to take all actions necessary (such actions, the “SCR Pre-Conditions”) to pay the Share Capital Repayment immediately prior to the Closing in accordance with the steps set forth in Section 9.03 of the Company Disclosure Schedule or such alternative method of funding the Share Capital Repayment as Parent may consent to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) (such step plan or any such alternative funding method, the “SCR Step Plan”), including, as applicable:

(i) obtaining the approval of the Share Capital Repayment by the Company’s shareholders in accordance with Section 7.02;

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(ii)obtaining all required approvals of any applicable Governmental Authorities to pay the Share Capital Repayment in accordance with the SCR Step Plan;

(iii)effecting all required company actions by the Company and its Subsidiaries to cause sufficient funds to be held by the Company immediately prior to the Closing to pay the Share Capital Repayment;

(iv)following the approval by the Company’s shareholders of the Share Capital Repayment, causing the resolution regarding the Share Capital Repayment be published three times in the Swiss Official Gazette of Commerce as soon as practicable after the date of the applicable Company Shareholders Meeting, but in any event no later than five Business Days after the applicable Company Shareholders Meeting; and

(v)the Company Board recommending to file a confirmation with the commercial register of Zug, Switzerland (to be established in the form of a public deed) that all actions necessary to pay the Share Capital Repayment have been taken.

(b)Payment. (i) If all the applicable SCR Pre-Conditions have beensatisfied prior to the Closing, the Company shall pay, or cause to be paid, the Share Capital Repayment (or such lesser portion thereof pursuant to clause (ii) below) immediately prior to the Closing in accordance with the SCR Step Plan.

(ii)If the Company reasonably believes that it is not possible to satisfy all the SCR Pre-Conditions prior to the Closing in order to be able to pay the full Share Capital Repayment at a CHF amount equivalent to USD$3.85 per Company Share, the Company shall have the right to cause the Share Capital Repayment to be paid at a per Company Share amount less than a CHF amount equivalent to USD$3.85 per Company Share so long as all applicable SCR Pre-Conditions have been satisfied to pay such lesser amount and such payment is otherwise made in accordance with the SCR Step Plan and paid at the time contemplated by the Section 9.03(b)(i).

(c)Parent Cooperation. Prior to the Closing, Parent shall reasonablycooperate with the Company in satisfying the SCR Pre-Conditions and in effecting the Share Capital Repayment in accordance with the SCR Step Plan; provided that in no event shall Parent be required pursuant to this Section 9.03(c)to pay any monies or provide guarantees, indemnities, margin, collateral, undertakings, credit support or enhancement or similar assurances of financial loss to Governmental Authorities or any other Person in support of the Share Capital Repayment or any payment, transfer or distribution related to thereto.

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(d) Post-Closing Funding. (i) If the full amount of the Share Capital Repayment has not been paid immediately prior to the Closing, but all applicable SCR Pre-Conditions have been satisfied to pay the Share Capital Repayment (or any remaining portion thereof) as of immediately prior to the consummation of the Offer, Parent shall cause the Company to pay (x) the Share Capital Repayment less (y) any portion thereof previously paid pursuant to Section 9.03(b)(ii) in accordance with the SCR Step Plan immediately prior to the consummation of the Offer. If, on the other hand, the full amount of the Share Capital Repayment has not been paid immediately prior to the Closing and all applicable SCR Pre- Conditions to pay the Share Capital Repayment (or any remaining portion thereof) continue not to be satisfied as of immediately prior to the consummation of the Offer, Parent shall pay (x) the Share Capital Repayment less (y) any portion thereof previously paid pursuant to Section 9.03(b)(ii) immediately prior to the consummation of the Offer as follows:

(A)Parent shall use its reasonable best efforts (subject to the proviso in Section 9.03(c)) to cause the Company’s Subsidiaries to pay, transfer or otherwise distribute to the Company prior to the consummation of the Offer the maximum amount of funds that can reasonably be so paid, transferred or distributed to the Company prior to such time in order to fund the Share Capital Repayment (or any remaining portion thereof) in accordance with the SCR Step Plan (as such plan may be amended after the Closing with the approval of the Independent Directors) and Applicable Law;

(B)after giving effect to the payments, transfers and distributions contemplated by the foregoing clause (i), Parent shall lend, or cause one of its Subsidiaries to lend, PARIS RE Holdings France S.A. on the terms set forth in Exhibit F hereto (such loan, the “SCR Intercompany Loan”) the difference between (x) the aggregate Share Capital Repayment less any portion thereof previously paid pursuant to Section 9.03(b)(ii) and (y) the amount of funds held by the Company that can be legally applied to pay the Share Capital Repayment (or any remaining portion thereof) at such time;

(C)following the receipt of the proceeds of the SCR Intercompany Loan, PARIS RE Holdings France S.A. shall use such proceeds to repay all or a portion of the outstanding balances of the intercompany loans owed by PARIS RE Holdings France S.A. to the Company; and

(D)Parent shall thereafter cause the Company to distribute, immediately prior to the consummation of the Offer,

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the proceeds thereof (together with any other funds then held by the Company for such purpose) to the Company’s shareholders as payment of (1) the aggregate Share Capital Repayment less (2) any portion thereof previously paid pursuant to Section 9.03(b)(ii).

(ii) The payment of the Share Capital Repayment (or any remaining portion thereof) pursuant to Section 9.03(d) is in all cases subject to, and is conditioned on Parent being reasonably satisfied that, the Offer will be consummated immediately after such payment.

Section 9.04. Certain Filings. (a) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the S-4, Proxy Statement, the Offer Documents, the Reply Document, the Company Disclosure Documents and such documents as are necessary to seek the Company Shareholder Approvals, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

(b)Each document required to be filed by the Company, Parent and Purchaser with the AMF in connection with the transactions contemplated by this Agreement, and any amendments or supplements thereto, when filed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the General Rules of the AMF and will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading.

(c)The Company agrees that the information supplied by the Company for inclusion in the Offer Documents and the Reply Document shall not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 9.05. Public Announcements. Parent and the Company shall consult with each other before issuing any press release, having any communication with the press (whether or not for attribution) or making any other public statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the Securities Purchase Agreement or the transactions contemplated hereby and thereby and, except in

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respect of any public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association, shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call without the consent of the other party(ies); provided, however, that if disclosure is required by Applicable Law, Parent and Purchaser, on the one hand, and the Company, on the other hand, shall, to the extent reasonably possible, provide the other parties with prompt notice of such requirement prior to making any disclosure so that such other parties may seek an appropriate protective order; provided, further, that the foregoing shall not prohibit (a) any party from issuing any press release or making any other public statement that is consistent with (including as to nature and scope) the contents of (i) the press release issued by each of Parent and the Company in connection with the announcement of the transactions contemplated by this Agreement and the Securities Purchase Agreement and previously approved by the other party, (ii) the set of questions and answers or key messages outline mutually agreed by the Company and Parent from time to time or (iii) any public statement previously issued or made by Parent or the Company after consultation with, and with the consent of, the other party, so long as, in each case, such statement is made by such party to its traditional target audience in a manner consistent with its past practices and (b) the Company or Parent from issuing any press release or making any other public statement upon the Company Board or the Parent Board making an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, respectively.

Section 9.06. Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of:

(a)any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or the Securities Purchase Agreement;

(b)any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Securities Purchase Agreement;

(c)any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that (i), if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or (ii) that relate to the consummation of the transactions contemplated by this Agreement or the Securities Purchase Agreement;

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(d)any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Sections 8.02(a) and 8.03(a) of the Securities Purchase Agreement not to be satisfied; and

(e)any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder that could reasonably be expected to cause the conditions set forth in Sections 8.02(a) and 8.03(a) of the Securities Purchase Agreement not to be satisfied;

provided that the delivery of any notice pursuant to this Section 9.06 shall notlimit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that any noncompliance with Section 9.06(c)(i) shall not constitute the failure to be satisfied of a condition set forth in Article 8 of the Securities Purchase Agreement or give rise to any right of termination under Article 10 of this Agreement or Article 10 of the Securities Purchase Agreement; for the avoidance of doubt, it is acknowledged and agreed that breaches of representations, warranties and covenants underlying a failure of a condition referred to in Section 9.06(d) or 9.06(e) may independently constitute such a failure or give rise to such a right.

Section 9.07. Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement or the Securities Purchase Agreement, each of the Company, Parent and Purchaser and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement and the Securities Purchase Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Section 9.08. Cantonal Tax Ruling. The Company shall use reasonable best efforts in supporting GmbH Purchaser and AG Purchaser in obtaining a tax ruling from the Cantonal Tax Administration of the Canton of Zug (the “Zug Tax Administration”) confirming that the acquisition of the Company by eitherGmbH Purchaser or AG Purchaser through the Purchase, the Offer and, if applicable, the subsequent Merger shall qualify as a corporate income tax neutral reorganization for Swiss tax purposes (the “Cantonal Tax Ruling”). In addition, the Company shall use reasonable best efforts in supporting GmbH Purchaser and/or AG Purchaser (as applicable) in obtaining an additional tax ruling from the Zug Tax Administration confirming that a functional currency other than Swiss Francs can be applied and foreign exchange effects from the translation from the functional currency to Swiss Francs will be disregarded for Swiss corporate tax

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purposes (the “Additional Cantonal Tax Ruling”). The Company shall promptly provide GmbH Purchaser and/or AG Purchaser (as applicable) with all information and documents necessary in connection with obtaining the Cantonal Tax Ruling and the Additional Cantonal Tax Ruling and in furtherance thereof shall promptly inform Parent, GmbH Purchaser and/or AG Purchaser (as applicable) of any developments which may affect the ruling processes.

ARTICLE 10

TERMINATION

Section 10.01.  Termination.

(a)      This Agreement may be terminated at any time prior to the Effective Time:

(i)   by mutual written agreement of the Company and Parent;

(ii)   by either the Company or Parent, if:

(A)the Securities Purchase Agreement shall have been terminated prior to the Closing;

(B)(1) the settlement (règlement-livraison) of the Offer shall not have occurred within five months after the Closing or (2) the Effective Time shall not have occurred within three months after the settlement of the Offer; provided that the right to terminate this Agreement pursuant to this Section 10.01(a)(ii)(B) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the consummation of the Offer or the Merger to occur by such time;

(C)there shall be any Applicable Law that makes consummation of the transactions contemplated by this Agreement or the Securities Purchase Agreement illegal or otherwise prohibited or if consummation of the transactions contemplated hereby or thereby would violate any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction; provided that the right to terminate this Agreement pursuant to this Section 10.01(a)(ii)(C) shall not be available to any party whose failure to comply in any material respect with any provision of this Agreement has been the direct cause of, or resulted directly in, such action; or

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(D)prior to the Closing, the Parent Shareholder Approvals shall not have been obtained upon a vote taken thereon at a duly convened Parent Shareholders Meeting, or any adjournment or postponement thereof at which the applicable vote was taken; provided that the right to terminate this Agreement pursuant to this Section 10.01(a)(ii)(D) shall not be available to Parent where the failure to obtain the Parent Shareholder Approvals shall have been caused by the action or failure to act of Parent, and such action or failure to act constitutes a breach by Parent under this Agreement;

(iii)   by Parent, if:

(A)prior to the Closing, there shall have occurred a 40% Differential Book Value Per Share Decline pursuant to which Parent shall have the right to terminate the Agreement pursuant to Section 2.06(e)(i)(A);

(B)prior to the Closing, there shall have been a breach by the Company of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of the Company, which breach would, individually or in the aggregate, result in, if occurring or continuing on the Closing, the failure of the conditions set forth in Section 8.02(a) of the Securities Purchase Agreement and which breach has not been cured within 30 days following written notice thereof to the Company or, by its nature, cannot be cured within such time period; provided that, at the time of the delivery of such notice, Parent and Purchaser shall not be in material breach of its or their obligations under this Agreement or the Securities Purchase Agreement; or

(C)prior to the Closing, the Company Shareholder Approval shall not have been obtained upon a vote taken thereon at a duly convened Company Shareholders Meeting, or any adjournment or postponement thereof at which the applicable vote was taken;

(iv)   by the Company, if:

(A)prior to receipt of the Parent Shareholder Approvals, an Adverse Parent Recommendation Change shall have occurred or at any time after receipt or public announcement of a Parent Acquisition Proposal with respect to Parent, the Parent Board shall have failed to reaffirm the Parent Board

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Recommendation as promptly as practicable (but in any event within five Business Days) after receipt of any written request to do so from Parent;

(B)prior to receipt of the Parent Shareholder Approvals, there shall have been a breach of Section 8.07;

(C)prior to the Closing, there shall have occurred a 40% Differential Book Value Per Share Decline pursuant to which the Company shall have the right to terminate the Agreement pursuant to Section 2.06(e)(i)(B); or

(D)prior to the Closing, there shall have been a breach by Parent or Purchaser of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of Parent or Purchaser, which breach would, individually or in the aggregate, result in, if occurring or continuing on the Closing, the failure of the conditions set forth in Section 8.03(a) of the Securities Purchase Agreement and which breach has not been cured within 30 days following written notice thereof to Parent or, by its nature, cannot be cured within such time period; provided that, at the time of the delivery of such notice, neither the Company nor any Seller shall be in material breach of its or their obligations under this Agreement or the Securities Purchase Agreement.

The party desiring to terminate this Agreement pursuant to this Section 10.01 (other than pursuant to Section 10.01(a)(i)) shall give written notice of such termination to the other party.

Section 10.02. Effect of Termination. (a) In the event of termination of this Agreement by either Parent or the Company as provided in Section 10.01, this Agreement shall forthwith become void and of no effect, and there shall be no liability or obligation on the part of Parent, Purchaser, the Company or their respective officers, directors, employees, agents, consultants or representatives under or arising from this Agreement, except with respect to this Section 10.02 (Effect of Termination), Article 11 (Miscellaneous) and, solely to the extent this Agreement is terminated after the Closing, Sections 8.05, 8.08, 8.12, 9.03, the last sentence of Section 3.02(a) and the Confidentiality Agreements which shall survive such termination, except that no party shall be relieved or released from any liabilities or damages arising out of its (i) intentional failure to fulfill a condition to the performance of the obligations of, in the case of the Company, Parent under the Securities Purchase Agreement or, in the case of Parent, any Seller under the Securities Purchase Agreement or (ii) intentional failure to perform a covenant hereof. For the avoidance of doubt, the inaccuracy of any

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representation or warranty herein, in and of itself, shall not give rise to any liability.

(b)In recognition of the efforts, expenses and other opportunities foregone by the Company while structuring and pursuing the transactions contemplated by this Agreement, Parent agrees to pay a fee in the amount of US$75,000,000 (the “Parent Termination Fee”) to the Company if (i) the Company terminates this Agreement pursuant to Section 10.01(a)(iv)(A) or (ii) the Company or Parent terminates this Agreement pursuant to Section 10.01(a)(ii)(D); provided that no termination fee shall be payable by Parent if at the time of such termination the Company or any Seller shall be in material breach of its or their obligations under this Agreement or the Securities Purchase Agreement.

(c)The payment of the Parent Termination Fee shall be made by wire transfer of immediately available funds by Parent within two Business Days following the termination of this Agreement.

(d)Parent hereto agrees that the agreements contained in Section 10.02(b) are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Company would not have entered into this Agreement and that such amounts constitute liquidated damages, but not a penalty, in the event of termination of this Agreement by either party. If Parent fails promptly to pay any amount due to the Company pursuant to Section 10.02(b), it shall also pay any costs and expenses incurred by the Company in connection with a legal action to enforce this Agreement that results in a judgment against the Company for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date.

ARTICLE 11

MISCELLANEOUS

Section 11.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

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if to Parent or Purchaser, to:

PartnerRe Ltd.

Wellesley House

90 Pitts Bay Road

Pembroke

HM 11

Bermuda

Attention: Amanda Sodergren

Facsimile No.: (441) 292-3060

E-mail: amanda.sodergren@partnerre.com

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Phillip R. Mills

Facsimile No.: (212) 450-3800

E-mail: phillip.mills@davispolk.com

if to the Company, to:

PARIS RE Holdings Limited

Poststrasse 30

Postfach 851

6301 Zug, Switzerland

Attention: Frank Papalia

Facsimile No.: +33-(1)-5643-9574

E-mail: Frank.Papalia@paris-re.com

with a copy to:

Sullivan & Cromwell LLP

24, rue Jean-Goujon

75008 Paris

France

Attention: William D. Torchiana

Facsimile No.: +33-1-7304-1010

E-mail: torchianaw@sullcrom.com

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of

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receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

Section 11.02. Survival. None of the representations and warranties contained herein and in any certificate or other writing delivered pursuant hereto or in connection herewith and none of the covenants and agreements of the parties hereto contained in this Agreement to be performed prior to the Closing shall survive the Closing. The covenants and agreements of the parties hereto contained in this Agreement to be performed after the Closing shall survive the Closing until fully performed or for the shorter period explicitly specified therein.

Section 11.03. Amendments and Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective; provided that (i) (A) after the Closing, no amendment shall be made (x) subject to Section 2.06(e)(i)(A), that decreases the Per Share Consideration or the Per Warrant Consideration or the Share Capital Repayment or (y) to Sections 8.05, 8.08, 8.12, 9.03 or the last sentence of Section 3.02(a) and (B) any such amendment shall require the approval of a majority of the Independent Directors and (ii) after the earlier of either: (1) receipt of any Company Shareholder Approval or (2) the receipt of the Parent Shareholder Approvals, there shall be no amendment or waiver that would require further approval of the relevant shareholders under Applicable Law without such approval having first been obtained.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

Section 11.04. Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense; provided that except as provided in the Securities Purchase Agreement in no event shall costs or expenses of any Seller be paid or reimbursed by the Company.

Section 11.05. Disclosure Schedule References; Disclosure Document References. (a) The parties hereto agree that any reference in a particular Sectionof either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of

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the relevant party that are contained in the corresponding Section of this Agreement and (b) any other representations and warranties (or covenants, as applicable) of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties (or covenants, as applicable) would be readily apparent to a reasonable person who has read that reference and such representations and warranties (or covenants, as applicable), without any independent knowledge on the part of the reader regarding the matter(s) so disclosed.

(b) The parties hereto agree that any information contained in any part of any Company AMF Document or Parent SEC Document shall only be deemed to be an exception to (or a disclosure for purposes of) the applicable party’s representations and warranties if the relevance of that information as an exception to (or a disclosure for purposes of) such representations and warranties would be reasonably apparent to a person who has read that information concurrently with such representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed; provided that in no event shall any information contained in any part of any Company AMF Document or Parent SEC Document entitled “Risk Factors” or containing a description or explanation of “Forward-Looking Statements” be deemed to be an exception to (or a disclosure for purposes of) any representations and warranties of any party contained in this Agreement.

Section 11.06. Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and, except as provided in Sections 8.05 and 8.08, shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in Sections 8.05 and 8.08, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Notwithstanding any provisions hereof to the contrary, each of the Company, Parent and Purchaser agrees and acknowledges that the Indemnified Persons are intended third party beneficiaries of Sections 8.05 and 8.08 of this Agreement and any other provision hereof relating to the liability of directors and officers and may enforce the terms thereof.

(b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each party may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time and, after the consummation of the Offer, to any Person; provided that no such transfer or assignment shall relieve such party of itsobligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to such party or prejudice the rights of tendering shareholders to

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receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Section 11.07. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state, provided, however, that for the avoidance of doubt the parties recognize that (x) the Company is a Swiss corporation and that as a result the Company’s organization and internal affairs, including the relationships between the Company, the Company Board and the Company shareholders, are governed by principles of Swiss corporate law, and (y) Parent is a Bermuda corporation, and that as a result the Parent’s organization and internal affairs, including the relationships between Parent, the Parent Board and Parent’s shareholders, are governed by principles of Bermuda corporate law, and due recognition thereof should in each case be taken into account hereunder.

Section 11.08. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York, so long as such court shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in such court or that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 11.01 shall be deemed effective service of process on such party. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions in any manner provided by Applicable Law.

Section 11.09. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.10. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 11.11. Entire Agreement. This Agreement and the Confidentiality Agreements constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 11.12. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 11.13. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the specific terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the United States District Court for the Southern District of New York, in addition to any other remedy to which they are entitled at law or in equity.

[The remainder of this page has been intentionally left blank; the next page is the signature page.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date set forth on the cover page of this Agreement.

PARIS RE HOLDINGS LIMITED
By:	/s/ Hans-Peter Gerhardt
	Name: Hans-Peter Gerhardt
	Title: Chief Executive Officer

PARTNERRE LTD.
By:	/s/ Patrick Thiele
	Name: Patrick Thiele
	Title:  Chief Executive Officer

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ANNEX A

Notwithstanding any other provision of this Agreement, Purchaser shall not be required to file the Offer with the AMF if:

(a)Any provision of any Applicable Law shall prohibit the consummation of the Offer or the Merger;

(b)(i) The Parent Shares shall not have been approved for listing on such European Union stock selected by Parent pursuant to Section 8.10 or (ii) the Parent Shares to be issued in the Offer and the Merger shall not have been approved for listing on the NYSE, subject to official notice of issuance;

(c)The S-4 shall not have become effective under the 1933 Act, or, in Parent’s reasonable judgment, there is a reasonable basis to believe that the S-4 would not be declared effective prior to the consummation of the Offer, or any stop order suspending the effectiveness of the S-4 shall have been issued or any proceedings for that purpose shall have been initiated or threatened by the SEC;

(d)Parent shall not have obtained exemptive and no-action relief from the SEC permitting Purchaser to commence and consummate the Offer in compliance with the General Rules of the AMF;

(e)Parent has a reasonable basis to believe that the opinion of the Independent Expert to be rendered in connection with the Offer on the terms proposed would not satisfy the requirements set forth in article 2, 9°) of AMF Instruction n°2006-08, dated July 25, 2006; or

(f)The Offer on the terms proposed shall not have been declared compliant by the AMF, or the AMF shall have imposed any requirement which if not satisfied would require a cash alternative in accordance with the provisions of article 231-8 of the General Regulation of the AMF (other than the requirements already accepted by Parent in its letter to the AMF dated June 30, 2009).

EXHIBIT A

Material Terms of Offer

The Offer shall comply with Applicable Law, including, without limitation, the applicable provisions of French law, the General Rules of the AMF and applicable US tender offer rules. The main terms and conditions of the Offer outlined below shall, to the extent applicable, apply to both the French and the U.S. offer.

Offeror:	Purchaser.
Nature of the Offer:	Simplified share exchange offer (offre publique d’échange simplifiée) to acquire all outstanding Company Shares and Company Warrants not owned by Purchaser immediately prior to the Offer.
Condition to the closing of the Offer:	None.
Offer Consideration:	0.300 Parent Shares for each Company Share validly tendered; and 0.167 Parent Shares for each Company Warrant validly tendered.
Targeted Company Shares and Company Warrants:	After giving effect to the transactions contemplated by the Securities Purchase Agreement, any and all of the outstanding: ·Company’s common bearer shares, CHF 4.51 par value per share; and ·Company’s Series A Warrants.
Adjustments:	In accordance with Sections 2.03, 2.06 and 2.07 of the Transaction Agreement.
Dividend Protection	In accordance with Section 2.07 of the Transaction Agreement.
Voting Rights of the Parent Shares to be issued in connection with the Offer:	Subject to the Parent’s bye-laws, each Parent Share shall confer the right to cast one vote on all matters brought before the shareholders.

A-1

Dividend rights attached to Parent Shares to be issued in connection with the Offer:	The Parent Shares issued in the Offer shall be eligible for dividends on Parent Shares having a record date after the issuance thereof.
Listing and quotation:	In accordance with Section 8.10 of the Transaction Agreement.
Independent Expert:	Promptly following the date hereof, the Company will appoint an independent expert from a list of individuals set forth on Section 2.02(b) of the Company Disclosure Schedule.
Final Offer Recommendation:	As soon as practicable after the Offer Filing Date and no later than five trading days following the publication by the AMF of the statement of compliance (déclaration de conformité), the Company’s Board of Directors shall make a formal recommendation regarding the benefits or consequences of the Offer for the Company, its shareholders and employees.
Offer timetable:	·Offer Filing Date to occur as promptly as practicable after the Closing; ·As soon as practicable after the Offer Filing Date and no later than five trading days following the publication by the AMF of the statement of compliance (déclaration de conformité), filing with the AMF by the Company of the Reply Document; ·The expiration date of the Offer shall be the 15th Business Day following the opening of the Offer, subject to the AMF’s authority to set or to extend the expiration date of the Offer; and ·The delivery and settlement of the Offer shall occur as promptly as practicable after the expiration date

A-2

Withdrawal of the Offer:

Pursuant to Article 232-11 of the General Rules of the AMF, Purchaser shall have the right to withdraw the Offer only:  (a) within five (5) Business Days following the date of the publication by the AMF of the timetable for a competing offer or for an improved offer by a competing bidder; or (b) with the prior approval of the AMF, if the Company adopts measures that modify the Company’s substance (modifiant sa consistance) or if the Offer becomes irrelevant (sans objet) under French law.

Liquidity Arrangement:

French Participants who are holders of the Company Options shall have the opportunity to become parties to a Liquidity Agreement allowing them to exchange Company Shares (or shares of Purchaser) delivered in connection with such Company Options for Parent Shares.

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EX-2.3

Exhibit 2.3

EX-2.4

Exhibit 2.4

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [●], 2009 among:

(i) PartnerRe Ltd., a Bermuda exempted Parent (“Parent”); and

(ii) [  ], [  ] and [  ]  (collectively, the “Holders”, and each, a “Holder”);

W I T N E S S E T H:

WHEREAS, Parent intends to consummate, through Purchaser (as defined below), a series of transactions in order to acquire Paris Re Holdings Limited, a Swiss corporation (the “Company”); and

WHEREAS, as the first step in acquiring the Company, Parent desires to cause Purchaser to purchase (the “Purchase”) all of the Company Shares (as defined below) owned by the Holders, and the Holders, as the owners of such Company Shares, desire to sell such Company Shares to Purchaser, upon the terms and subject to the conditions of the Securities Purchase Agreement among the Company, the Holders, certain other holders (the “Other Holders”) and the Parent dated as of July 4, 2009 (the “Securities Purchase Agreement”).

NOW, THEREFORE, in order to induce the Holders to sell their Company Shares pursuant to the Securities Purchase Agreement, the Parent has agreed to provide the registration rights set forth in this Agreement.

The parties hereto agree as follows:

ARTICLE 1

Definitions

“Adverse Disclosure” means public disclosure of material nonpublic information that has not been, and is not otherwise required to be, disclosed to the public, and that, in Parent’s good-faith judgment after consultation with outside counsel to Parent:  (i) would be required to be made in any Registration Statement or report filed with the Commission by the Parent so that such Registration Statement or report would not be materially misleading; (ii) would not be required to be made at such time but for the filing of such Registration Statement; and (iii) would not be in the best interests of the Parent to disclose in a Registration Statement at such time.

“affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such other person.  For purposes of this definition, “control” when used with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management and/or policies of such person, whether through the ownership of voting securities, by contract or otherwise.

 “Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York are authorized or required by applicable law to close.

“Commission” means the Securities and Exchange Commission.

“Company” shall have the meaning set forth in the preamble.

“Company Shares” means the common bearer shares, CHF 4.51 par value per share of the Company.

“Closing” means the closing of the purchase and sale of the Company Shares pursuant to the Securities Purchase Agreement.

“Closing Date” means the date of the Closing.

“Email” shall have the meaning set forth in Section 3.01.

“Holder” shall have the meaning set forth in the preamble.

“Holders’ Counsel” shall have the meaning set forth in Section 2.02.

“Holder Indemnified Person” shall have the meaning set forth in Section 2.05(a).

“Investor Agreement” means each Investor Agreement entered into by the Company and one or more Holders in connection with the consummation of the transactions contemplated by the Securities Purchase Agreement.

“Lock-up Period” shall have the meaning set forth in Section 2.01(f).

“Losses” shall have the meaning set forth in Section 2.05(a).

“Other Holders” shall have the meaning set forth in the preamble.

“Parent Common Shares” means the common bearer shares, $1.00 par value per shares of the Parent.

“Parent Equity Offering” shall have the meaning set forth in Section 2.01(f)

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“Parent Indemnified Person” shall have the meaning set forth in Section 2.05(b).

“Person” or “person” means an individual, corporation, association, partnership (as such term is used in Section 13(d)(3) of the Exchange Act), limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivisions thereof or any group (within the meaning of Section 13(d)(3) of the Exchange Act) comprised of two or more of the foregoing.

“Purchase” shall have the meaning set forth in the preamble.

“Purchaser” shall have the meaning given to such term in the Transaction Agreement.

“Prospectus” means the prospectus included in any Shelf Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Shelf Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement, and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Registrable Securities” means the Parent Common Shares owned by the Holders or the Other Holders and any securities owned by the Holders or the Other Holders which may be issued or distributed in respect thereof by way of stock dividend or stock split or other distribution, recapitalization or reclassification.  As to any particular Registrable Securities, such securities shall cease to be Registrable Securities upon the earlier of (i) the date when such securities have been sold or otherwise transferred by the holder thereof pursuant to an effective Shelf Registration Statement, (ii) the date such securities have been sold to the public in accordance with Rule 144, (iii) the date such securities are no longer outstanding, or (iv) two years following the Restriction Termination Date (the “Two Year Period”), as extended in accordance with Sections 2.01(e), 2.01(f) and 2.03(a)(v).

“Requested Information” shall have the meaning set forth in Section 2.03(b).

“Restriction Termination Date” shall have the meaning set forth in the Investor Agreement.

“Scheduled Black-out Period” means the period from and including the Business Day preceding the last day of a fiscal quarter of the Parent to and

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including the Business Day after the day on which the Parent publicly releases its earnings for such fiscal quarter.

“Securities Purchase Agreement” shall have the meaning set forth in the preamble.

“Shelf Demand Notice” shall have the meaning set forth in Section 2.01(b).

“Shelf Demand Offering” shall have the meaning set forth in Section 2.01(b).

 “Shelf Registration Period” shall mean the period starting on the Restriction Termination Date and ending on the date that the Parent Common Shares owned by the Holders or the Other Holders and any securities owned by the Holders or the Other Holders which may be issued or distributed in respect thereof by way of stock dividend or stock split or other distribution, recapitalization or reclassification cease to be Registrable Securities.

“Shelf Registration Statement” shall have the meaning set forth in Section 2.01(a).

“Shelf Resale” shall have the meaning set forth in Section 2.01(b).

“Shelf Resale Notice” shall have the meaning set forth in Section 2.01(b).

“Underwriter Indemnified Person” shall have the meaning set forth in Section 2.05(a).

“Underwritten Offering” means a sale of securities of the Parent to an underwriter or underwriters for reoffering to the public.

ARTICLE 2

demand registration

Section 2.01.  Shelf Registration.  (a) No later than the Restriction Termination Date, the Parent will (i) have an effective shelf registration statement in place that shall permit resales by the Holders of Registrable Securities and that shall include a plan of distribution substantially in the form set forth in Exhibit A and (ii) file pursuant to Rule 424 (or any similar provision then in force) a Prospectus relating to such Shelf Registration Statement, which Prospectus shall contain the names and address of the Holders and all of the Registrable Securities owned by such Holders. The term “Shelf Registration Statement” as used herein means an existing shelf registration statement and any post-effective amendment thereto or a new shelf registration statement.  The Parent shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective

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(including by filing any necessary post-effective amendments to such Shelf Registration Statement or a new Shelf Registration Statement) throughout the Shelf Registration Period.

(b)           Shelf Resales.  If at any time during the Shelf Registration Period, a Holder desires to sell all or any portion of its Registrable Securities under such Shelf Registration Statement in a non-underwritten sale (a “Shelf Resale”), such Holder shall notify the Parent of such intent (such notice, the “Shelf Resale Notice”) at least one business day prior to such proposed sale.  No Shelf Resale shall be permitted during any Scheduled Black-out Period and no Shelf Resale Notice that would result in a Shelf Resale during any Scheduled Black-out Period shall be permitted to be given.

(c)           Shelf Demand Offering.  If at any time during the Shelf Registration Period, a Holder desires to sell all or any portion of its Registrable Securities under such Shelf Registration Statement in an underwritten sale (a “Shelf Demand Offering”), such Holder shall cause the Holders’ Counsel to notify the Parent of such intent (such notice, the “Shelf Demand Notice”).  No Shelf Demand Notice that would result in a Shelf Demand Offering during any Scheduled Black-out Period shall be permitted to be given.  The Shelf Demand Notice shall:  (1) specify (x) the aggregate number of Registrable Securities requested to be sold in such Shelf Demand Offering and (y) the identity of the Holders and the Other Holders participating in the Shelf Demand Offering.  The Holders’ Counsel will notify all Holders and Other Holders that have previously notified the Holders’ Counsel that they desire to effect coordinated sales (the “Coordinating Holders”) of such request and offer the opportunity to participate in the Shelf Demand Offering and shall coordinate the determination of the extent of such participation, and the Holders’ Counsel will confirm in the Shelf Demand Notice to the Parent that it has done so.  If any Coordinating Holder declines the opportunity to participate in the Shelf Demand Offering, such Coordinating Holder shall not be permitted to dispose of any Registrable Securities during the period commencing from the date of receipt of the notice of such request from the Holders’ Counsel until the earlier of the date that is (i) five (5) days after the pricing of such Shelf Demand Offering and (ii) two (2) weeks after receipt of the notice of such request from the Holders’ Counsel.  Any Holders and Other Holders that are not Coordinating Holders will not be subject to the limitation in the preceding sentence.  Subject to Sections 2.02(a) and 2.03(b)(i), the Parent shall include in the Shelf Demand Offering all Registrable Securities requested to be sold in the related Shelf Demand Notice pursuant to this Section 2.01(c).  Upon receipt of the Shelf Demand Notice from the Holders’ Counsel, the Parent shall as soon as reasonably practicable prepare and file a supplement to the related Prospectus, post-effective amendment to the Shelf Registration Statement and/or Exchange Act reports incorporated by reference into the Shelf Registration Statement and take such other actions as reasonably necessary or appropriate to permit the consummation of such Shelf Demand Offering.  The Holders’ Counsel shall have the right to withdraw a Shelf Demand Notice by giving written notice

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to the Parent.  A Shelf Demand Notice, so withdrawn, shall be considered to be a Shelf Demand Offering and shall count against the number of Shelf Demand Offerings that the Parent is required to effect unless (i) the revocation is based upon (x) any fact, circumstance, event, change, effect or occurrence that individually or in the aggregate with all other facts or circumstances, events, changes, effects or occurrences has a material adverse effect on the Parent, (y) material adverse information concerning the Parent that the Parent had not publicly revealed at least forty-eight hours prior to the request or that the Parent had not otherwise notified the participating Holders and Other Holders of at the time of such demand or (z) the Parent imposing a Suspension Period, and (ii) the Holders and Other Holders included in the withdrawn Shelf Demand Offering reimburse the Parent in accordance with Section 2.04 for their portion of the expenses of such revoked Shelf Demand Notice, which portion shall be determined pro rata to the number of Registrable Securities of all the Holders and the Other Holders included in the Shelf Demand Notice that was withdrawn.

(d)           Limitation on Shelf Demand Offerings and Demand Registrations.  The Parent shall not be obligated to effect a Shelf Demand Offering unless the aggregate number of Registrable Securities to be included in such Shelf Demand Offering have a market value at least equal to (i) $100 million based on the most recent closing price of Parent Common Shares on the New York Stock Exchange or (ii) if less, all the remaining Parent Common Shares owned by the Holders and Other Holders participating in the Shelf Demand Offering.  Notwithstanding anything to the contrary in this Agreement, the Parent shall not be obligated to effect more than three Shelf Demand Offering during any fiscal quarter, regardless whether such Shelf Demand Offering is at the request of a Holder under this Agreement or an Other Holder under a similar agreement with such Other Holder, and the Parent shall not be obligated to facilitate more than one Shelf Demand Offering at one time.  For the avoidance of any doubt, a Shelf Demand Offering shall count against the number of Shelf Demand Offerings that the Parent is required to effect under this Agreement for the Holders if any of the Holders are participating in such Shelf Demand Offering, regardless whether such Holders initiated such Shelf Demand Offering.

(e)           Suspension of Shelf Registration Statement.  Notwithstanding anything to the contrary contained in this Agreement, the Parent shall be entitled to suspend the use of the Shelf Registration Statement for a period of time not to exceed 30 days in succession or 90 days in the aggregate in any 12-month period (a “Suspension Period”); provided that the Parent shall deliver a written certificate to the Holders and the Other Holders signed by either the Chief Executive Officer of the Parent or the Chief Financial Officer of the Parent, certifying that the Parent has determined, in its good faith judgment, that such action or proposed action (x) would adversely affect or interfere with any proposal or plan by the Parent or any of its affiliates to engage in any material financing or in any material acquisition, merger, consolidation, tender offer, business combination, securities offering or other material transaction or (y)

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would require the Parent to make an Adverse Disclosure.  Notwithstanding the foregoing, the Parent shall have the right, exercisable one time under this Section 2.01(e), to extend the successive 30-day or aggregate 90-day Suspension Period limitation for up to an additional 15 days, provided that the Parent shall deliver a written certificate to the Holders and the Other Holders signed by either the Chief Executive Officer of the Parent or the Chief Financial Officer of the Parent certifying that the Parent has a proposal or plan with respect to a material acquisition, merger, consolidation, tender offer, business combination or other strategic transaction and that, in its good faith judgment, such action would adversely affect or interfere with such proposal or plan.  Immediately upon receipt of such notice, the Holders and Other Holders covered by the Shelf Registration Statement shall discontinue the disposition of Registrable Securities under such Shelf Registration Statement until the requisite changes to the Prospectus have been made as required below.  Each Holder and Other Holder shall keep, and shall cause the Holders’ Counsel, to keep, confidential any communications received from the Parent regarding the suspension of the use of the Shelf Registration Statement.  The Parent agrees that it will terminate any such Suspension Period as promptly as reasonably practicable and will promptly notify the Holders and the Other Holders of such termination.  Upon the occurrence of any Suspension Period, the Two Year Period shall be extended by the number of days during the Suspension Period.

(f)           Lock-up.  If the Parent determines it is necessary to raise equity capital (a “Parent Equity Offering”), the Parent shall give notice to the Holders and the Holders shall not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Parent Common Shares or any securities convertible into or exercisable or exchangeable for Parent Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Parent Common Shares (regardless whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Parent Common Shares or such other securities, in cash or otherwise) during the period beginning upon receipt by the Holders of such notice from the parent related to the Parent Equity Offering until 45 days after the closing of such Parent Equity Offering (such period, the “Lock-up Period”); provided that in no event will the Lock-up Period last for a period of longer than 52 days. Each Holder agrees that it will, if requested, enter into a customary lock-up agreement with the managing underwriter of the Parent Common Shares for 45 days after the closing of the Parent Equity Offering.  Each Holder shall keep confidential any communications received by it from the Parent regarding a Parent Equity Offering and Lock-up Period.  Upon the occurrence of any Lock-up Period, the Two Year Period shall be extended by the number of days during such Lock-up Period.  The Lock-up Period shall not apply to distributions of Parent Common Shares or any security convertible into Parent Common Shares to limited partners of members or other investors of the Holders; provided that the

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Holders shall agree to not effect any such distribution until at least 30 days after the closing of the Parent Equity Offering.  Notwithstanding the foregoing, to the extent a Holder has, prior to the beginning of a Lock-up Period, entered into a swap, hedge, derivative or similar agreement requiring such Holder to deliver or transfer Parent Common Shares during such Lock-up Period, such delivery or transfer shall not be restricted by this Section 2.01(f).

Section 2.02.  Underwritten Offerings.  (a)  If the Holders desire to retain counsel in connection with an underwritten Shelf Demand Offering, the Holders may retain such counsel as they desire; provided that the Parent shall only be required to cooperate as described in this Agreement with one counsel representing all Holders and Other Holders, which initially shall be Simpson Thacher & Bartlett LLP or such other one counsel as the Holders and Other Holders shall agree and so notify the Parent (the “Holders’ Counsel”).

(b)           In the event that the underwriters desire to retain counsel in connection with an underwritten Shelf Demand Offering, the Holders shall cause the underwriters to retain underwriter’s counsel reasonably designated by the Parent (the “Designated Underwriters’ Counsel”).

Section 2.03.  Registration Procedures.  (a) Parent Obligations. Subject to the provisions of Sections 2.01, when the Parent is required to have an effective shelf registration statement in place that shall permit resales by the Holders of Registrable Securities, the Parent shall:

(i)                 (A) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission a supplement to the related Prospectus to give effect to the sale of the Registrable Securities by the Holders and (B) furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement; provided that before filing such prospectus supplement, the Parent will furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement proposed to be filed, which will be subject to the reasonable review and comment of such counsel (such review to be conducted with reasonable promptness);

(ii)                 in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission such amendments, post-effective amendments and supplements to each Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Shelf Registration Statement (including the filing of the form of underwriting agreement to

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be used in connection with a Shelf Demand Offering), and cause the related Prospectus to be supplemented by any prospectus supplement or issuer free writing prospectus as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Shelf Registration Statement in accordance with the intended method or methods of distribution by the Holders;

(iii)                 in connection with any Shelf Demand Offering, use its commercially reasonable efforts to register or qualify or cooperate with the Holders participating in such Shelf Demand Offering, the managing underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer or sale under the securities or “blue sky laws” of such jurisdictions as such Holder or underwriter shall reasonably request in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period that such Shelf Registration Statement is required to be kept effective and to take any other action that may be necessary or advisable to enable such Holder or underwriter to consummate the disposition in such jurisdictions of the Registrable Securities, except that the Parent shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this paragraph (iii) be obligated to be so qualified, or (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;

(iv)                 notify in writing the Holders and the underwriters, if any, of the following events:

(1)           any request by the Commission or any other governmental entity for amendments or supplements to the Shelf Registration Statement or related Prospectus or issuer free writing prospectus or for additional information, including the receipt of comments from the Commission;

(2)           the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings by any person for that purpose; and

(3)           the receipt by the Parent of any notification with respect to the suspension of the qualification or exception from qualification of any Registrable Securities for sale in any jurisdiction or the

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initiation or threat of any proceeding for such purpose; and

(4)            when any supplement to the Prospectus and any amendments to the Prospectus shall have been filed,

(v)                  (A)notify in writing the Holders, at any time when a Prospectus relating to the sale of Registrable Securities is required to be delivered under the Securities Act, upon discovery that the Shelf Registration Statement or the Prospectus included therein, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) upon such discovery and at the request of any Holder, prepare and file a supplement or amendment to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference or an issuer free writing prospectus related thereto, and furnish to such Holder a reasonable number of copies of such Prospectus or document as may be necessary so that such Prospectus shall not include an 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 (C) in the event the Parent gives a notice as described in clause (A) above, extend the Two Year Period by the number of days during the period starting on the date such notice is given and ending on the date when all Holders shall receive such a supplemented or amended Prospectus or such Prospectus shall have been filed with the Commission;

(vi)                 use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of any Prospectus and, if any such order is issued, obtain the withdrawal of such order suspending the effectiveness of such Shelf Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the reasonably earliest practical date;

(vii)                 otherwise use reasonable best efforts to comply with all applicable rules and regulations of the Commission and any applicable national securities exchange, and make available to the Holders and the underwriters, if any, as soon as reasonably practicable (but not more than 18 months), an earnings statement of the Parent covering the period of at least 12 months, beginning with the first day of the Parent’s first full quarter after the Restriction Termination Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

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(viii)                 cooperate with the Holders and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends) representing Registrable Securities to be sold under any Shelf Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter(s) or selling Holders may request and keep available and make available to the Parent’s transfer agent prior to the effectiveness of such Shelf Registration Statement a supply of such certificates;

(ix)                 in connection with any underwritten Shelf Demand Offering, (i) enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and consistent with Parent’s past practice, (ii) make available Parent’s Chief Financial Officer or other appropriate officers for a customary due diligence call and otherwise use its reasonable best efforts to permit the underwriters and Designated Underwriters’ Counsel to timely complete customary due diligence review, (iii) use its reasonable best efforts to furnish customary 10b-5 letters and opinions of counsel to the Parent and updates thereof, addressed to each selling Holder of Registrable Securities and each of the managing underwriter(s), if any, covering the matters customarily covered by 10b-5 statements and such opinions in underwritten offerings, (iv) use its reasonable best efforts to obtain “comfort” letters and updates thereof from the independent certified public accountants of the Parent who have certified the financial statements included in such Shelf Registration Statement, addressed to each selling Holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession, in which case an “agreed-upon procedures” letter may be provided if permitted by applicable standards of the accounting profession) and each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (v) indemnification provisions and procedures substantially to the effect set forth in Section 2.05 hereof; provided, that, for the avoidance of any doubt, the Parent and any of its officers will not be required to participate in any marketing activities in connection with any Shelf Demand Offering or Shelf Resale, including without limitation road shows and conference calls with investors;

(x)                 deliver to each selling Holder, and the managing underwriter(s), if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus and any issuer free writing prospectus related to any such Prospectuses) as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and the Parent, subject to Section 2.03(b)(iii), hereby consents to the use of such Prospectus by each of the selling Holders and the

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managing underwriter(s), if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus;

(xi)                 provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Shelf Registration Statement from and after a date not later than the effective date of such Shelf Registration Statement; and

(xii)                 use its reasonable best efforts to list, on or prior to the Restriction Termination Date, all Registrable Securities covered by the Shelf Registration Statement on any securities exchange on which any of the Registrable Securities are then listed or traded and to maintain such listing during the Shelf Registration Period.

(b) Holder Obligations.  Each Holder agrees:

(i)                 on or prior to the Restriction Termination Date, each Holder shall provide to the Parent (i) a customary completed selling shareholder questionnaire and (ii) an undertaking to update such questionnaire during the Shelf Registration Period promptly upon the occurrence of any change that results in such questionnaire containing an untrue statement or an omission to state a material fact.

(ii)                 (A) to provide to Parent and any underwriter any information, documents and instruments from such Holder that the Parent or such underwriter reasonably requests in connection with the supplement to the related Prospectus, including a customary selling shareholder questionnaire and, in the case of a Shelf Demand Offering, the Holders’ duly executed counterpart of the underwriting agreement (the “Requested Information”), within two business days after the Shelf Demand Notice (or, in the case of a Shelf Resale, immediately upon request), (B) that the Parent may file the supplement to the related Prospectus covering only the Registrable Securities requested to be sold in the Shelf Demand Notice of those Holders that have provided the Requested information within the time period described in clause (A) above and excluding the Registrable Securities of the Holders that did not provide the Requested Information within such time period, and (C) that the failure to so include in any Shelf Registration Statement the Registrable Securities of a Holder shall not result in any liability on the part of the Parent to such Holder;

(iii)                 upon receipt of any notice from the Parent of the occurrence of any event of the kind described in Section 2.03(a)(v)(A), to forthwith (i) discontinue any disposition of Registrable Securities pursuant to the Shelf Registration Statement until (A) such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.03(a)(v) or (B) such supplemented or amended Prospectus has

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been filed with the Commission, and (ii) if so directed by the Parent, deliver to the Parent, at the Parent’s expense, all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering Registrable Securities at the time of receipt of such notice; and

(iv)                 that no Holder or underwriter shall use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the sale of Registrable Securities without the prior written consent of Parent.

Section 2.04.  Registration Expenses.  The Holders shall, jointly and severally, pay their portion of all reasonable and documented out of pocket expenses incurred by the Parent in connection with filing of the Shelf Registration Statement, if any, and any related Prospectus and supplement thereto, any Shelf Demand Offerings and any Shelf Resales pursuant to this Agreement, including all (a) registration and filing fees and all fees and expenses of compliance with securities and “blue sky” laws, (b) fees and expenses associated with filings required to be made with The Financial Industry Regulatory Authority, (c) printing and copying expenses (including expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (d) messenger and delivery expenses, (e) fees and expenses of all independent certified public accountants and counsel (including with respect to “comfort” letters, 10b-5 letters and opinions) (f) fees and expenses of underwriters’ counsel that the applicable underwriting agreement states should be paid for by the Parent, and (g) all transfer taxes incurred or payable by each Holder in connection with sale of such Holder’s Registrable Securities.  The Holders’ portion of such expenses shall be determined pro rata to the number of Registrable Securities of all of the Holders and the Other Holders; provided that, with respect to a particular Shelf Demand Offering or Shelf Resale, the Holders’ portion of such expenses shall be determined pro rata to the number of Registrable Securities of all of the Holders and the Other Holders covered, or proposed to be covered, by such Shelf Demand Offering or Shelf Resale, regardless of whether such Shelf Demand Offering or Shelf Resale is effected.  The Parent will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Parent are then listed.

Section 2.05.  Indemnification.  (a) By the Parent.  The Parent agrees to indemnify and hold harmless, to the fullest extent permitted by law, (i) each Holder and, as applicable, its affiliates, officers, directors, employees, representatives and agents (collectively, the “Holder Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Holder Indemnified Person, in each case, from and against all losses, claims, actions, judgments, damages,

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liabilities, costs and expenses, including reasonable expenses of investigation and reasonable attorneys’ fees and expenses (collectively, “Losses”) caused by, arising out of, resulting from, based on or relating to (A) any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case, except insofar as the same are caused by any information furnished in writing to the Parent by any Holder Indemnified Persons expressly for inclusion therein.  In connection with an Underwritten Offering and without limiting any of the Parent’s other obligations under this Agreement, the Parent shall also provide customary indemnities to (i) such underwriters and their affiliates, officers, directors, employees, representatives and agents (collectively, the “Underwriter Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Holder Indemnified Person and the person controlling such Holder Indemnified Persons.

(b)           By the Holders.  In connection with any Shelf Registration Statement in which a Holder of Registrable Securities is participating, the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership of Registrable Securities and their intended method of distribution thereof and, to the extent permitted by law, shall, severally and jointly, indemnify (i) the Parent and its affiliates, directors, officers, employees, representatives and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Parent Indemnified Person against all Losses caused by (A) any untrue statement of material fact contained in the Shelf Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in each case, only to the extent that such untrue statement or omission is caused by any information furnished in writing by any Holder Indemnified Person expressly for inclusion therein.  Notwithstanding the foregoing, the Holders shall not be liable to the Parent for amounts in excess of the net amounts received by the Holders in the offering giving rise to such liability.  In connection with an Underwritten Offering and without limiting any of the other obligations of the Holders under this Agreement, the Holders shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Parent Indemnified Person and the person controlling such Parent Indemnified Persons.

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(c)           Notice.  Any person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, however, that the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been materially prejudiced by such failure to provide such notice on a timely basis.

(d)           Defense of Actions.  In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it that are different from or in addition to the defenses available to such indemnifying party or (ii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay). In either event the indemnified party shall be reimbursed by the indemnifying party for the reasonable fees and expenses incurred in connection with retaining separate legal counsel; provided that, the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys for all the indemnified parties.  An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent.  No matter shall be settled by an indemnifying party without the consent of the indemnified party, which consent shall not be unreasonably withheld.

(e)           Survival.  The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified person and will survive the transfer of the Registrable Securities and the termination of this Agreement.

(f)           Contribution.  If recovery is not available or insufficient to hold harmless an indemnified party in respect of any Losses under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any

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Losses with respect to which such person would be entitled to such indemnification but for such reason or reasons.  In determining the amount of contribution to which the respective persons are entitled, there shall be considered the persons’ relative fault, relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission and other equitable considerations appropriate under the circumstances.  It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation.  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 found guilty of such fraudulent misrepresentation.  Notwithstanding the foregoing, the Holders shall not be required to make a contribution in excess of the net amounts received by the Holders in the offering giving rise to such liability.

Section 2.06.  Termination of Registration Rights.  This Article II (other than Sections 2.04 and 2.05) will terminate on the date on which all Parent Common Shares subject to this Agreement cease to be Registrable Securities.

Section 2.07.  No Transfer of Registration Rights.  None of the rights of Holders under this Section shall be assignable by any Holder to any Person.

Section 2.08.  Authorization of the Holders’ Counsel.  The Holders hereby authorize the Holders’ Counsel to act on their behalf as set forth in this Agreement, including to provide on their behalf a Shelf Demand Notice and the information contained therein.

ARTICLE 3

Miscellaneous

Section 3.01. Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

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if to Parent, to:

PartnerRe Ltd.

Wellesley House

90 Pitts Bay Road

Pembroke

HM 11

Bermuda

Attention: Amanda Sodergren

Facsimile No.:441 292 3060

E-mail:amanda.sodergren@partnerre.com

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York  10017

Attention: Richard J. Sandler

Facsimile No.: (212) 450-4224

E-mail: richard.sandler@davispolk.com

 if to a Holder, to it and its counsel at their addresses, facsimile numbers or e-mail addresses set forth in Exhibit B hereto, or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

Section 3.02.  Amendments and Waivers.  (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or, in the case of a waiver, by each party against whom the waiver is to be effective.

(b)           No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law.

Section 3.03.  Binding Effect; Benefit; Assignment.  (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.  No provision of this

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Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

(b)           No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.

Section 3.04. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.

Section 3.05.  Jurisdiction.  The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York, so long as such court shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.   Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 3.01 shall be deemed effective service of process on such party.  The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions in any manner provided by Applicable Law.

Section 3.06. WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 3.07. Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto.  Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or

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obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 3.08. Entire Agreement.  This Agreement, the Securities Purchase Agreement, the Confidentiality Agreements (as defined in the Transaction Agreement) and, upon the entry into thereof at the Closing, the applicable Investor Agreement, constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter of this Agreement.  Notwithstanding anything to the contrary in this Agreement, any sale by a Holder or underwriter of Registrable Securities under a Shelf Registration Statement shall be subject to the transfer restrictions set forth in the applicable Investor Agreement.

Section 3.09.  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 3.10.  Specific Performance.  The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the specific terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the United States District Court for the Southern District of New York, in addition to any other remedy to which they are entitled at law or in equity.

[The remainder of this page has been intentionally left blank;

the next page is the signature page.]

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

PartnerRe Ltd.
By:
	Name:
	Title:

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[Holder] By: [  ]
By:
	Name:
	Title:

21

[Holder] By:       [  ]
By:
	Name:
	Title:

22

[Holder] By:  [  ]
By:
	Name:
	Title:

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EX-2.5

Exhibit 2.5

EX-2.6

Exhibit 2.6

EXECUTION COPY

TENDER AND SUPPORT AGREEMENT

This Tender and Support Agreement, dated as of July 4, 2009 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Shareholder”), and PartnerRe Ltd., a Bermuda exempted company (“Parent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Transaction Agreement (the “Transaction Agreement”) dated as of the date of this Agreement, between Parent and PARIS RE Holdings Limited, a Swiss corporation (the “Company”).

WHEREAS, Shareholders own the shares of common stock of the Company, CHF 4.51 par value per share (“Company Shares”) set forth opposite such Shareholder’s name on Schedule A (all such shares on Schedule A, such Shareholder’s “Schedule A Shares”).

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent and the Company are entering into the Transaction Agreement that provides for, among other things, (i) the making of an exchange offer (the “Offer”) by a wholly owned Subsidiary of Parent (“Purchaser”) for all of the outstanding Company Shares that are not owned by Parent and its Subsidiaries prior to the commencement of the Offer, after giving effect to the transactions contemplated by the Securities Purchase Agreement and (ii), provided that Parent and its Subsidiaries own at least 90% of the outstanding Company Shares following consummation of the Offer, the merger of the Company with and into Purchaser immediately thereafter, upon the terms and subject to the conditions set forth therein.

WHEREAS, as a condition to Parent’s willingness to enter into the Transaction Agreement and the Securities Purchase Agreement, Parent has required that each Shareholder enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, representations, warranties and agreements set forth herein, and intending to be legally bound, the parties agree as follows:

SECTION 1. Certain Definitions. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

“beneficial ownership” of any security by any Person means “beneficial ownership” of such security as determined pursuant to Rule 13d-3 under the Exchange Act, including all securities as to which such Person has the right to acquire, without regard to the 60-day period set forth in such rule. The terms “beneficially owned” and “beneficial owner” shall have correlative meanings.

“Covered Shares” means, with respect to any Shareholder, (i) such Shareholder’s Schedule A Shares and (ii) all Company Shares of which such Shareholder acquires beneficial ownership during the Agreement Period.

SECTION 2. Agreement to Tender. Each Shareholder hereby agrees to validly tender or cause to be tendered in the Offer all of such Shareholder’s Covered Shares pursuant to and in

accordance with the terms of the Offer as promptly as practicable (but no later than the close of business on the fifth Business Day) after commencement of the Offer. In furtherance of the foregoing, each Shareholder shall (i) deliver or cause to be delivered to Purchaser (A) a tendering order with respect to its Covered Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Covered Shares and (C) all other documents or instruments, to the extent applicable, as are required to be delivered by other shareholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of such Covered Shares to tender such Covered Shares pursuant to and in accordance with the terms of the Offer. Each Shareholder agrees that once its Covered Shares are tendered, such Shareholder will not withdraw or cause to be withdrawn any of such Covered Shares from the Offer, unless and until this Agreement shall have been terminated in accordance with Section 11(d). Notwithstanding the foregoing, if a competing offer is made prior to the settlement of the Offer, each Shareholder shall be entitled to tender its Covered Shares into such competing offer and to withdraw from the Offer any Covered Shares previously tendered. On the commencement date of the Offer, Parent shall notify the Shareholders by email at the following email addresses of the commencement of the Offer (which email shall contain a link to the portion of the AMF website with the Offer Documents): jfrank@ozcap .com and nicole.macarchuk @ozcap. com.

SECTION 3. Documentation and Information. Each Shareholder (i) consents to and authorizes the publication and disclosure by Parent of such Shareholder’s identity and holding of Company Shares, the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines is required to be disclosed by applicable Law in any press release, the Offer Documents, the Reply Documents, the S-4, the Proxy Statement (including all schedules and documents filed with the SEC or the AMF) or any other disclosure document in connection with the Offer, the Merger and any transactions contemplated by the Transaction Agreement and the Securities Purchase Agreement and (ii) agrees as promptly as practical to give to Parent any information it may reasonably require for the preparation of any such disclosure documents. Each Shareholder agrees to as promptly as practical notify Parent of any required corrections with respect to any information supplied by such Shareholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Parent shall provide each Shareholder with a reasonable opportunity to comment on any such publication or disclosure concerning such Shareholder and to consider in good faith such Shareholder’s comments thereon (it being understood that no such comment period shall be required where such Shareholder has previously reviewed and commented on substantially consistent disclosure).

SECTION 4. Voting Agreement. During the period beginning on the date of this Agreement and ending on the earlier of (x) the final settlement date of the Offer, (y) the agreement of the parties hereto to terminate this Agreement, and (z) the termination of the Transaction Agreement in accordance with its terms (the “Agreement Period”), each Shareholder hereby irrevocably and unconditionally agrees that at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Shares, however called (each, a “Company Shareholders Meeting”), or in connection with any written consent of the holders of Company Shares, each Shareholder shall:

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(a)be present, in person or represented by proxy, or otherwise cause such Shareholder’s Covered Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Covered Shares may be counted for quorum purposes under Applicable Law);

(b)vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) with respect to all of such Shareholder’s Covered Shares, in each case, to the fullest extent that such Covered Shares are entitled to be voted at the time of any vote or action by written consent:

(i)  in favor of (A) the resolution and payment of the Share Capital Repayment (C)the appointment of the Parent Designated Directors (as defined in the Securities Purchase Agreement) to the Company Board subject to and effective upon the Closing and (C) the Charter Amendment; and

(ii)against (A) any action or agreement that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, or prevent or delay or adversely affect the consummation of the Block Purchase, the Offer or any other transactions contemplated by the Securities Purchase Agreement or the Transaction Agreement, (B) any Company Acquisition Proposal and any action in furtherance thereof, (C) any reorganization, recapitalization or winding-up of the Company or any other extraordinary transaction involving the Company, or (D) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Transaction Agreement.

SECTION 5. Representations and Warranties of Each Shareholder. Each Shareholder, severally but not jointly as to any other Shareholder, represents and warrants to Parent as follows (it being understood that, except where expressly stated to be given or made as of the date hereof only, the representations and warranties contained in this Agreement shall be made as of the date hereof and as of the date of each Company Shareholders Meeting and the final settlement date of the Offer):

(a)Organization. Such Shareholder, if it is a corporation, partnership, limited liabilitycompany, trust or other entity, is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization.

(b)Authorization. Such Shareholder has full corporate, limited liability company,partnership or trust power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by each Shareholder of this Agreement and the consummation by each Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder. This Agreement has been duly executed and delivered by such Shareholder and constitutes a valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

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(c)No Violation. The execution, delivery and performance of this Agreement and theconsummation by such Shareholder of the transactions contemplated hereby (i) will not violate the certificate of incorporation or bylaws or other similar organizational documents of such Shareholder or any order of any Governmental Authority by which such Shareholder or any of its Affiliates is bound, (ii) will not violate any Applicable Law, (iii) do not require any consent or approval of, registration or filing with, or other action by, any Governmental Authority, except such as have been obtained and are in full force and effect, and (iv) will not violate or result in a default under any material agreement, judgment, injunction, order, decree or other instrument binding upon such Shareholder, with only such exceptions in the case of clauses (ii) through (iv) that, individually or in the aggregate, would not reasonably be expected to adversely affect in any material respect such Shareholder’s ability to consummate the transactions contemplated by this Agreement to be consummated by it.

(d)Ownership of Shares. As of the date hereof, each Shareholder is, and at all timesduring the Agreement Period will be a beneficial owner of such Shareholder’s Schedule A Shares. As of the date hereof, the Schedule A Shares of all Shareholders constitute all of the Company Shares beneficially owned by the Shareholders. Each Shareholder has, and at all times during the Agreement Period will have, with respect to such Shareholder’s Covered Shares, either (i) the sole power, directly or indirectly, to vote or dispose of such Covered Shares or (ii) the shared power, directly or indirectly, to vote or dispose of such Covered Shares together with (but only with) one or more other Shareholders, and as such has, and at all times during the Agreement Period will have, the complete and exclusive power, individually or together with one or more other Shareholders, to, directly or indirectly, (x) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 4 and (y) agree to all matters set forth in this Agreement. As of the date hereof, with respect to each Shareholder, except as set forth opposite such Shareholder’s name on Schedule A, such Shareholder’s Schedule A Shares are issued and outstanding and entitled to be voted at the Company Shareholder Meeting and such Shareholder does not beneficially own any warrants, options or other rights to acquire any Company Shares. Each Shareholder’s Schedule A Shares and all other Company Shares of which such Shareholder acquires beneficial ownership during the Agreement Period shall at all times be free and clear of Liens, proxies, powers of attorney, voting trusts, options, rights of first offer or refusal or agreements (other than any Liens or proxy created by this Agreement). Except as provided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer, or cause to be Transferred, any of such Shareholder’s Covered Shares. Except pursuant to this Agreement and the Transaction Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Covered Shares.

(e)Absence of Litigation. With respect to any Shareholder, as of the date hereof, thereis no action, suit, investigation or proceeding pending against, or, to the knowledge of such Shareholder, threatened against or affecting, such Shareholder or any of its properties or assets (including such Shareholder’s Covered Shares) that could reasonably be expected to impair the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(f)Opportunity to Review; Reliance. Each Shareholder has had the opportunity toreview this Agreement, the Securities Purchase Agreement and the Transaction Agreement with

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counsel of its own choosing. Each Shareholder understands and acknowledges that Parent is entering into the Securities Purchase Agreement and the Transaction Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

(g) Finders’ Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Shareholder in its capacity as such.

SECTION 6. Representations and Warranties of Parent. Parent represents and warrants to each Shareholder, as of the date hereof and as of the date of each Company Shareholders Meeting and the final settlement date of the Offer, that it has full corporate or other power and authority to execute and deliver this Agreement and, subject to obtaining the Parent Shareholder Approvals, to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly executed and delivered by Parent and constitutes a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of Parent, threatened against or affecting, Parent or any of its properties or assets that could reasonably be expected to impair the ability of such Parent to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

SECTION 7. No Proxies for or Encumbrances on Covered Shares. (a) Except as agreed in writing by Parent, during the Agreement Period, no Shareholder shall (nor permit any Person under such Shareholder’s control or any of its representatives to), without the prior written consent of Parent, directly or indirectly, (i) grant any proxies, powers of attorney, rights of first offer or refusal or enter into any voting trust that would grant any Person the right to vote, express consent or dissent, issue instructions or take any other action with respect to any of such Shareholder’s Covered Shares that would be inconsistent with, or if any such action were taken by such Shareholder, would constitute a breach by such Shareholder of, the provisions of Section 4(b) hereof, (ii) sell (including short sell), assign, transfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (including by gift) (each, a “Transfer”), (iii) otherwise permit any Liens to be created on, or (iv) enter into any contract or agreement, (including any derivative, hedging or other agreement), option or other arrangement (including any profits sharing arrangement) or understanding with respect to the direct or indirect Transfer of, any of such Shareholder’s Covered Shares. No Shareholder shall (nor permit any Person under such Shareholder’s control or any of its representatives to) seek or solicit any such Transfer or any such contract or agreement, option or other arrangement or understanding. Without limiting the foregoing, no Shareholder shall, and shall not permit any Person under such Shareholder’s control or any of its representatives to, take any other action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Shareholder’s obligations hereunder or the transactions contemplated by the

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Securities Purchase Agreement or the Transaction Agreement. Without limiting the foregoing, each Shareholder also agrees not to engage in any transaction with respect to any of such Shareholder’s Covered Shares with the primary purpose of depriving Parent of the intended benefits of this Agreement.

(b) No Shareholder shall (nor permit any Person under such Shareholder’s control or any of its representatives to) request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Shareholder’s Covered Shares, unless such Transfer is made in compliance with this Agreement. Each Shareholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Covered Shares on the books of the Company in violation of this Agreement.

SECTION 8. Notices of Certain Events. Each Shareholder shall notify Parent of any development occurring after the date hereof that causes, or that would reasonably be expected to cause, any material breach of any of the representations and warranties of such Shareholder set forth in Section 5.

SECTION 9. Further Assurances. Parent and each Shareholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law and regulations, to perform their respective obligations under this Agreement.

SECTION 10. Certain Adjustments. In the event of a stock split, stock dividend or distribution, or any change in the Company Shares by reason of a stock split, reverse stock split, recapitalization, combination, reclassification, readjustment, exchange of shares or the like, the terms “Schedule A Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in the transaction.

SECTION 11. Miscellaneous. (a) Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

If to Parent:

PartnerRe Ltd.

Wellesley House

90 Pitts Bay Road

Pembroke

HM 11

Bermuda

Attention: Amanda Sodergren

Facsimile No.: (441) 292-3060

E-mail: amanda.sodergren@partnerre.com

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with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: Phillip R. Mills

Facsimile No.: (212) 450-3800

E-mail: phillip.mills@davispolk.com

If to a Shareholder, to its address set forth on a signature page hereto, with a copy to:

Och-Ziff Capital Management Group

9 West 57th Street
13th Floor

New York, NY 10019

Attention: General Counsel

Facsimile No.: (212) 719-7482

E-mail: nicole.macarchuk@ozcap.com

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

(b)Entire Agreement; No Third Party Beneficiaries; Amendment. (i) This Agreementconstitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior understandings, agreements or representations, both oral and written, by or among the parties hereto with respect to the subject matter hereof.

(ii)This Agreement shall not confer any rights, remedies, benefits, obligations or liabilities upon any Person or entity other than the parties hereto and their respective permitted successors and permitted assigns.

(iii)This Agreement may only be amended by a written instrument executed and delivered by Parent and the Shareholder who or which is to be party to and bound by such amendment.

(c)Assignment; Binding Effect. Neither any Shareholder, on the one hand, nor Parent,on the other hand, may assign this Agreement or any of its rights, interests or obligations hereunder (whether by operation of Applicable Law or otherwise) without the prior written approval of Parent or such Shareholder, as applicable, and any attempted assignment without such prior written approval shall be void and without legal effect; provided, however, that each party may assign its rights hereunder to one or more of its controlled affiliates; it being understood and agreed that any such assignment shall not relieve such party of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

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(d)Termination. This Agreement shall automatically terminate and become void andof no further force or effect at the end of the Agreement Period; provided, however, that no such termination shall relieve or release any Shareholder or Parent from any obligations or liabilities arising out of its breach of this Agreement prior to its termination.

(e)Governing Law. (i) This Agreement shall be governed by and construed inaccordance with the laws of the State of New York, applicable to contracts made and to be performed therein.

(f)Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking toenforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York, so long as such court shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in such court or that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 11(a) shall be deemed effective service of process on such party. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions in any manner provided by Applicable Law.

(g)WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBYIRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(h)Severability. If any term, provision, covenant or restriction of this Agreement isheld by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(i)Specific Performance. The parties hereto agree that irreparable damage wouldoccur if any provision of this Agreement were not performed in accordance with the specific terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and

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provisions hereof in the United States District Court for the Southern District of New York, in addition to any other remedy to which they are entitled at law or in equity.

(j)Expenses. All costs and expenses incurred in connection with this Agreement shallbe paid by or on behalf of the party incurring such cost or expense.

(k)Counterparts; Effectiveness. This Agreement may be signed in any number ofcounterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

(l)Other Definitional and Interpretative Provisions. The words “hereof”, “herein”and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.

(m)No Presumption. This Agreement shall be construed without regard to anypresumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

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The parties hereto have executed this Tender and Support Agreement as of the date first written above.

PARTNERRE LTD.
By:	/s/ Albert Benchimol
Name:	Albert Benchimol
Title:	Chief Financial Officer

GORDEL HOLDINGS LIMITED By: OZ Management LP, its Investment Manager By: Och-Ziff Holding Corporation, its General Partner
By:	/s/ Joel Frank
Name:	Joel Frank
Title:	Chief Financial Officer
Address: 9 West 57th Street 13th Floor New York, NY  10019

GOLDMAN SACHS & CO. PROFIT SHARING MASTER TRUST By: OZ Management LP, its Investment Manager By: Och-Ziff Holding Corporation, its General Partner
By:	/s/ Joel Frank
Name:	Joel Frank
Title:	Chief Financial Officer
Address: 9 West 57th Street 13th Floor New York, NY  10019

OZ MASTER FUND, LTD. By: OZ Management LP, its Investment Manager By: Och-Ziff Holding Corporation, its General Partner
By:	/s/ Joel Frank
Name:	Joel Frank
Title:	Chief Financial Officer
Address: 9 West 57th Street 13th Floor New York, NY  10019

OZ EUROPE MASTER FUND, LTD. By: OZ Management LP, its Investment Manager By: Och-Ziff Holding Corporation, its General Partner
By:	/s/ Joel Frank
Name:	Joel Frank
Title:	Chief Financial Officer
Address: 9 West 57th Street 13th Floor New York, NY  10019