-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SfGbL8EbM/Fv9pW+bNV9evb1ryzgRbKHhMj+O77VXt0GPt8zp28EoFpeg/xeQn12 pr+VfMXdyALIIxp13AjczA== 0001104659-09-058672.txt : 20091013 0001104659-09-058672.hdr.sgml : 20091012 20091013121114 ACCESSION NUMBER: 0001104659-09-058672 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20091013 DATE AS OF CHANGE: 20091013 GROUP MEMBERS: HELLMAN & FRIEDMAN CAPITAL ASSOCIATES V (CAYMAN), L.P. GROUP MEMBERS: HELLMAN & FRIEDMAN CAPITAL PARTNERS V (CAYMAN PARALLEL), L.P GROUP MEMBERS: HELLMAN & FRIEDMAN CAPITAL PARTNERS V (CAYMAN), L.P. GROUP MEMBERS: HELLMAN & FRIEDMAN INVESTORS V (CAYMAN), L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARTNERRE LTD CENTRAL INDEX KEY: 0000911421 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44059 FILM NUMBER: 091116113 BUSINESS ADDRESS: STREET 1: WELLESLEY HOUSE SOUTH STREET 2: 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 BUSINESS PHONE: 14412920888 MAIL ADDRESS: STREET 1: WELLESLEY HOUSE SOUTH STREET 2: 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 FORMER COMPANY: FORMER CONFORMED NAME: PARTNER RE HOLDINGS LTD DATE OF NAME CHANGE: 19950725 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HELLMAN & FRIEDMAN INVESTORS V (CAYMAN), LTD. CENTRAL INDEX KEY: 0001402635 IRS NUMBER: 980451393 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA, SUITE 1200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 788-5111 MAIL ADDRESS: STREET 1: C/O WALKERS SPV LIMITED, WALKER HOUSE STREET 2: P.O. BOX 908GT, MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1103 SC 13D 1 a09-30639_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

PARTNERRE LTD.

(Name of Issuer)

Common Stock, $1.00 par value

(Title of Class of Securities)

G6852T105

(CUSIP Number)

Arrie R. Park, Esq.

Hellman & Friedman LLC

One Maritime Plaza, 12th Floor

San Francisco, California 94111

(415) 788-5111

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 2, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G6852T105

	1.	Name of Reporting Person Hellman & Friedman Capital Partners V (Cayman), L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 3,615,863

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 3,615,863

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,615,863

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 4.6%*

	14.	Type of Reporting Person PN

*The calculation of the foregoing percentage is based on 78,301,000 shares of Common Stock of the Issuer outstanding as of October 2, 2009.

CUSIP No. G6852T105

	1.	Name of Reporting Person Hellman & Friedman Capital Partners V (Cayman Parallel), L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 513,651

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 513,651

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 513,651

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 0.7%*

	14.	Type of Reporting Person PN

*The calculation of the foregoing percentage is based on 78,301,000 shares of Common Stock of the Issuer outstanding as of October 2, 2009.

CUSIP No. G6852T105

	1.	Name of Reporting Person Hellman & Friedman Capital Associates V (Cayman), L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 843

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 843

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 843

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) Less than 0.1%*

	14.	Type of Reporting Person PN

*The calculation of the foregoing percentage is based on 78,301,000 shares of Common Stock of the Issuer outstanding as of October 2, 2009.

CUSIP No. G6852T105

	1.	Name of Reporting Person Hellman & Friedman Investors V (Cayman), L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,129,514

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 4,129,514

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,129,514

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 5.3%*

	14.	Type of Reporting Person PN

*The calculation of the foregoing percentage is based on 78,301,000 shares of Common Stock of the Issuer outstanding as of October 2, 2009.

CUSIP No. G6852T105

	1.	Name of Reporting Person Hellman & Friedman Investors V (Cayman), Ltd.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,130,357

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 4,130,357

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,130,357

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 5.3%*

	14.	Type of Reporting Person CO

*The calculation of the foregoing percentage is based on 78,301,000 shares of Common Stock of the Issuer outstanding as of October 2, 2009.

Item 1.	Security and Issuer
This Schedule 13D relates to the common shares, par value $1.00 per share (the “Common Stock”), of PartnerRe Ltd., a Bermuda exempted company (the “Issuer”), having its principal executive offices at 90 Pitts Bay Road, Pembroke, Bermuda HM08.

Item 2.	Identity and Background
This Schedule 13D is filed jointly on behalf of Hellman & Friedman Investors V (Cayman), Ltd. (“HFI V Ltd.”), Hellman & Friedman Investors V (Cayman), L.P. (“HFI V LP”), Hellman & Friedman Capital Partners V (Cayman), L.P. (“HFCP V”), Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. (“HFCP V Parallel”) and Hellman & Friedman Capital Associates V (Cayman), L.P. (“HFCA V”, and together with HFCP V and HFCP V Parallel, the “H&F Partnerships”, and together with HFI V Ltd. and HFI V LP, the “Reporting Persons”). HFI V Ltd. is a Cayman Islands limited company whose principal business is serving as the general partner of HFI V LP and HFCA V as well as other partnerships. HFI V LP is a Cayman Islands limited partnership whose principal business is serving as the general partner of each of the HFCP V and HFCP V Parallel as well as other partnerships. Each of the H&F Partnerships is a Cayman Islands limited partnership whose principal business is investing in securities. The registered office of each of the Reporting Persons is c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands. The Directors of HFI V Ltd. are Philip U. Hammarskjold, F. Warren Hellman and Brian M. Powers. In addition, Mr. Hellman serves as Founder of HFI V Ltd.; Mr. Powers serves as Chairman of HFI V Ltd.; and Mr. Hammarskjold serves as Chief Executive Officer of HFI V Ltd.; Patrick J. Healy serves as Deputy Chief Executive Officer of HFI V Ltd.; and each of Andrew Ballard, Stephen P.W. Duckett, Stefan Goetz, Robert B. Henske, Georgia Lee, Erik D. Ragatz, Allen R. Thorpe and David R. Tunnell serve as a Vice President of HFI V Ltd. The foregoing offices are held effective as of October 1, 2009. Current information concerning the identity and background of each director and officer of HFI V Ltd. is set forth in Schedule I hereto, which is incorporated herein by reference in response to this Item 2. To the best knowledge of the Reporting Persons, none of the entities or persons identified in the previous paragraphs of this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration
The information set forth or incorporated by reference in Items 2, 4, 5 and 6 is hereby incorporated herein by reference.

Pursuant to the Securities Purchase Agreement (as defined in Item 6 hereof), the Issuer purchased all of the common bearer shares of PARIS RE (as defined in Item 6 hereof) held by the H&F Partnerships on October 2, 2009 in exchange for the shares of Common Stock of the Issuer reported herein as held by the H&F Partnerships. The information set forth in response to this Item 3 is qualified in its entirety by reference to the Securities Purchase Agreement (which is attached hereto as Exhibit B and is incorporated herein by reference thereto).

Item 4.	Purpose of Transaction
The information set forth or incorporated by reference in Items 2, 3, 5 and 6 is hereby incorporated herein by reference thereto. Each of the H&F Partnerships acquired the shares of Common Stock beneficially owned by it for investment purposes. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of Common Stock or any securities exercisable for or convertible into Common Stock, each Reporting Person, consistent with its investment purpose and with the Investor Agreement and the Registration Rights Agreement (each as defined in Item 6 hereof), at any time and from time to time may directly or indirectly acquire additional shares of Common Stock or its associated rights or securities exercisable for or convertible into Common Stock or dispose of any or all of its shares of Common Stock or its associated rights or securities exercisable for or convertible into Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person’s members, partners, stockholders or beneficiaries, as applicable) depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations. In addition, in accordance with the Investor Agreement, each of the H&F Partnerships, solely in its capacity as a shareholder of the Issuer, and each of HFI V Ltd. and HFI V LP on behalf of the H&F Partnerships as their direct and indirect general partners, may engage in communications with one or more other shareholders of the Issuer, one or more officers of Issuer and/or one or more members of the Board of Directors of Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in such capacities, may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. Other than as described above, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

The information set forth in response to this Item 4 is qualified in its entirety by reference to the Securities Purchase Agreement, the Investor Agreement and the Registration Rights Agreement, each of which is attached hereto as Exhibit B, E and F, respectively, and is incorporated herein by reference thereto.

Item 5.	Interest in Securities of the Issuer
The information set forth or incorporated by reference in Items 2, 3, 4 and 6 is hereby incorporated herein by reference thereto. (a), (b) The following disclosure assumes that there are 78,301,000 shares of Common Stock outstanding, which the Issuer indicated was the number of shares of Common Stock outstanding as of October 2, 2009. Pursuant to Rule 13d-3 of the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) HFCP V may be deemed to beneficially own the 3,615,863 shares of Common Stock that it holds, representing approximately 4.6% of the Common Stock outstanding; (ii) HFCP V Parallel may be deemed to beneficially own the 513,651 shares of Common Stock that it holds, representing approximately 0.7% of the Common Stock outstanding; (iii) HFCA V may be deemed to beneficially own the 843 shares of Common Stock that it holds, representing less than 0.1% of the Common Stock outstanding; (iv) in its capacity as the sole general partner of HFCP V and HFCP V Parallel, HFI V LP may be deemed to beneficially own an aggregate of 4,129,514 shares of Common Stock, representing approximately 5.3% of the Common Stock outstanding; and (v) in its capacity as the sole general partner of HFI V LP and HFCA V, HFI V Ltd. may be deemed to beneficially own an aggregate of 4,130,357 shares of Common Stock, representing approximately 5.3% of the Common Stock outstanding. Each of the directors and officers of HFI V Ltd. disclaims beneficial ownership of the shares of Common Stock that HFI V Ltd. may be deemed to beneficially own. (c) Each of the Reporting Persons reports that neither it, nor to its knowledge, any person named in Item 2 of this Schedule 13D, has effected any transactions in Common Stock during the past 60 days, except as disclosed herein. (d) Except as otherwise described in Item 2 and this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Persons as described in Item 5. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth or incorporated by reference in Items 2, 3, 4 and 5 is hereby incorporated herein by reference thereto.

Securities Purchase Agreement dated as of July 4, 2009, among the Issuer, PARIS RE Holdings Limited and the sellers named therein

On July 4, 2009, the Issuer, PARIS RE Holdings Limited, a Swiss corporation (“PARIS RE”), the H&F Partnerships and certain investment entities affiliated with Stone Point Capital LLC, Vestar Capital Partners, Inc., Crestview Partners, New Mountain Capital, LLC and Caisse de Dépôt et Placement du Québec, respectively (each set of investment entities affiliated with one another, including the H&F Parterships, is referred to herein as a “SPA Seller”), entered into a securities purchase agreement pursuant to which the Issuer purchased on October 2, 2009 (the “SPA Purchase”) all of the PARIS RE common bearer shares and warrants held by the SPA Sellers. The SPA Sellers collectively owned approximately 57% of PARIS RE’s outstanding common bearer shares and certain of PARIS RE’s outstanding warrants.

Amendment No. 1 to the Securities Purchase Agreement dated as of July 17, 2009, among the Issuer, PartnerRe Holdings II Switzerland GmbH, PARIS RE and the sellers named therein.

On July 17, 2009, pursuant to Amendment No. 1 to the aforementioned Securities Purchase Agreement, the Issuer, PARIS RE and the SPA Sellers changed the currency of the promissory notes of the Issuer to be issued to the SPA Sellers by the Issuer in the SPA Purchase from U.S. Dollars to Swiss Francs.

Amendment No. 2 to the Securities Purchase Agreement dated as of September 28, 2009, among the Issuer, PartnerRe Holdings II Switzerland GmbH, PARIS RE and the sellers named therein.

On September 28, 2009, pursuant to Amendment No. 2 to the aforementioned Securities Purchase Agreement, as amended, the Issuer amended the maturity date of the promissory notes of the Issuer to be issued to the SPA Sellers by the Issuer in the SPA Purchase (as amended and in the form attached hereto as Exhibit G, the “SPA Seller Notes”). The aforementioned Securities Purchase Agreement, as amended by Amendment No. 1 and Amendment No. 2, is referred to herein as the “Securities Purchase Agreement.” The SPA Seller Notes are due and payable in full at the earliest of (i) one day after the effective time of the Merger (as defined in the Transaction Agreement dated as of July 4, 2009, as amended by Amendment No. 1 thereto dated September 28, 2009, among the Issuer, PARIS RE and PartnerRe Holdings II Switzerland GMbH (as amended, the “Transaction Agreement”)), (ii) three months after the termination of the Transaction Agreement, (iii) one day after the Share Capital Repayment (as defined in the Transaction Agreement) is paid in full and (iv) five months after the closing of the SPA Purchase.

Investor Agreement dated as of October 2, 2009, among the Issuer and each of the H&F Partnerships

Pursuant to the Securities Purchase Agreement, at the closing of the SPA Purchase, each SPA Seller entered into an investor agreement with the Issuer. The investor agreement among the H&F Partnerships and the Issuer dated October 2, 2009 (the “Investor Agreement”), subjects

the H&F Partnerships to transfer restrictions, which provide that until the later to occur of (i) six months after the closing of the SPA Purchase and (ii) the earlier to occur of (A) three months after the effective time of the Merger and (B) May 31, 2010 (provided that if a Merger Failure Event (as defined in the Transaction Agreement) occurs, the reference to the effective time of the Merger, in clause (A) above, will be deemed to refer to January 1, 2010) (the “Lock-Up Period”), no H&F Partnership may transfer its Common Stock of the Issuer, except for transfers to affiliates or, after six months, in certain distributions in-kind. Following the Lock-Up Period, each H&F Partnership generally may transfer Common Stock to third parties, except that, subject to certain exceptions, no such transfers may be made to any person who, to such H&F Partnership’s knowledge, (i) is a competitor of the Issuer, (ii) is another SPA Seller party to an investor agreement with the Issuer, or an affiliate of such person, (iii) has filed a Schedule 13D with respect to the Issuer’s equity securities or (iv) beneficially owns 5% or more of the Issuer’s total outstanding voting power.

The Investor Agreement also subjects the H&F Partnerships to certain “standstill” restrictions that generally restrict each H&F Partnership from, among other things, (i) acquiring beneficial ownership of more than 9.9% of the Issuer’s total outstanding voting power, (ii) seeking to effect a merger, tender offer or other extraordinary transaction involving the Issuer, (iii) soliciting proxies to vote or seek to influence any third party with respect to their voting of any Common Stock of the Issuer, (iv) facilitating or encouraging any third party to seek representation on the Issuer’s Board of Directors or (v) forming, joining or participating in a “group” as defined in Rule 13d-5 under the Exchange Act, including a group consisting of other SPA Sellers. In addition, each H&F Partnership must notify the Issuer under certain circumstances upon being approached by any person requesting that such H&F Partnership join or act in concert with such person in taking any action prohibited by the standstill restrictions.

The Investor Agreement further provides that if at any time any H&F Partnership’s total voting power over Common Stock is in excess of the total voting power represented by the Common Stock acquired by such H&F Partnership at the closing of the SPA Purchase, the excess voting power must either be voted, in such H&F Partnership’s option, in accordance with the recommendation of the Issuer’s Board of Directors or in accordance with the votes made by the shareholders of the Issuer other than (i) the H&F Partnerships and (ii) SPA Sellers party to an investor agreement with the Issuer, and the affiliates of such SPA Sellers.

The Investor Agreement grants each H&F Partnership the right to attend quarterly meetings with the Issuer’s chief financial officer (or his or her deputy) and potentially one or more other members of the Issuer’s executive committee. In addition, each H&F Partnership will be entitled to certain quarterly information rights, in which case such H&F Partnership will be subject to the Issuer’s normal trading policy and black-out periods applicable to “designated insiders.”

Subject to certain exceptions, the Investor Agreement will terminate at such time that the aggregate voting power of all of the SPA Sellers is less than 10% of the Issuer’s total voting power or at such time that the aggregate voting power of the H&F Partnerships is less than 50% of the total voting power represented by the Common Stock acquired by the H&F Partnerships at the closing of the SPA Purchase.

Registration Rights Agreement dated as of October 2, 2009, among the Issuer and the H&F Partnerships

On October 2, 2009, the Issuer and the H&F Partnerships entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Issuer agreed 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 H&F Partnerships to sell their Common Stock in underwritten offerings and non-underwritten sales, subject to certain limitations concerning the number and size of such offerings, at any time during such period subject to the Issuer’s customary trading black-out periods and the Issuer’s right to impose certain suspension periods. Subject to certain terms and conditions, the Registration Rights Agreement provides for the H&F Partnerships to receive notification of requests by other SPA Sellers to sell securities in underwritten offerings under their respective registration rights agreements with the Issuer, and vice-versa. The Registration Rights Agreement contains customary indemnification provisions.

Promissory Notes among each of the H&F Partnerships and the Issuer

On October 2, 2009, the Issuer issued a SPA Seller Note to each H&F Partnership in an amount equal to CHF 4.17 per PARIS RE common bearer share purchased by the Issuer in the SPA Purchase from such H&F Partnership. The SPA Seller Notes will become due and payable in full at the earliest of (i) one day after the effective time of the Merger (as defined in the Transaction Agreement), (ii) three months after the termination of the Transaction Agreement, (iii) one day after the Share Capital Repayment (as defined in the Transaction Agreement) is paid in full and (iv) five months after the closing of the SPA Purchase.

Except as set forth herein, to the Reporting Persons’ knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

The foregoing descriptions of the Securities Purchase Agreement, the Investor Agreement, the Registration Rights Agreement and the SPA Seller Notes, each of which is attached hereto as Exhibits B, C, D, E, F and G, respectively, do not purport to be complete and are qualified in their entirety by the terms of each such document which are incorporated herein by reference thereto.

Item 7.

Material to be Filed as Exhibits

Exhibit		Description

A.		Joint Filing Agreement dated as of October 13, 2009 by and among the Reporting Persons.

B.		Securities Purchase Agreement dated as of July 4, 2009 among the Issuer, PARIS RE Holdings Limited and the sellers named therein (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on July 9, 2009).

C.		Amendment No. 1 to the Securities Purchase Agreement dated as of July 17, 2009 among the Issuer, PartnerRe Holdings II Switzerland GmbH, PARIS RE and the sellers named therein (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on July 22, 2009).

D.		Amendment No. 2 to the Securities Purchase Agreement dated as of September 28, 2009 among the Issuer, PartnerRe Holdings II Switzerland GmbH, PARIS RE and the sellers named therein (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Issuer on September 29, 2009).

E.		Investor Agreement dated as of October 2, 2009 among the Issuer and each of the H&F Partnerships.

F.		Registration Rights Agreement dated as of October 2, 2009 among the Issuer and each of the H&F Partnerships.

G.		Form of Promissory Note among each of the H&F Partnerships and the Issuer (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Issuer on September 29, 2009).

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: October 13, 2009

Hellman & Friedman Capital Partners V (Cayman), L.P.

By:	Hellman & Friedman Investors V (Cayman), L.P., general partner of Hellman & Friedman Capital Partners V (Cayman), L.P.

	By:		Hellman & Friedman Investors V (Cayman), Ltd., general partner of Hellman & Friedman Investors V (Cayman), L.P.

	By:	/s/ Georgia Lee
			Name: Georgia Lee
			Title: Vice President

Hellman & Friedman Capital Partners V (Cayman Parallel), L.P.

By:	Hellman & Friedman Investors V (Cayman), L.P., general partner of Hellman & Friedman Capital Partners V (Cayman Parallel), L.P.

	By:		Hellman & Friedman Investors V (Cayman), Ltd., general partner Hellman & Friedman Investors V (Cayman), L.P.

	By:	/s/ Georgia Lee
			Name: Georgia Lee
			Title: Vice President

Hellman & Friedman Capital Associates (Cayman), L.P.

By:	Hellman & Friedman Investors V (Cayman), Ltd., general partner of Hellman & Friedman Capital Associates (Cayman), L.P.

	By:	/s/ Georgia Lee
		Name: Georgia Lee
		Title: Vice President

Hellman & Friedman Investors V (Cayman), L.P.

By:	Hellman & Friedman Investors V (Cayman), Ltd., general partner of Hellman & Friedman Investors V (Cayman), L.P.

	By:	/s/ Georgia Lee
		Name: Georgia Lee
		Title: Vice President

Hellman & Friedman Investors V (Cayman), Ltd.

By:	/s/ Georgia Lee
	Name: Georgia Lee
	Title: Vice President

SCHEDULE I

Directors of Hellman & Friedman Investors V (Cayman), Ltd.

Set forth below is the name and principal occupation of each of the directors of Hellman & Friedman Investors V (Cayman), Ltd. Each of the following individuals is a United States citizen. The business address of each director is c/o Hellman & Friedman LLC, One Maritime Plaza, 12th Floor, San Francisco, California 94111.

Name		Principal Occupation

Philip U. Hammarskjold		Private Equity Investor, Hellman & Friedman LLC (“H&F”)

F. Warren Hellman		Private Equity Investor, H&F

Brian M. Powers		Private Equity Investor, H&F

Officers of Hellman & Friedman Investors V (Cayman), Ltd.

Set forth below is the name and principal occupation of each of the officers of Hellman & Friedman Investors V (Cayman), Ltd. Each of the following individuals other than Mr. Duckett and Mr. Goetz is a United States citizen. Mr. Duckett is a citizen of the United Kingdom and Mr. Goetz is a citizen of Germany. Except as otherwise provided, the business address of each officer is c/o Hellman & Friedman LLC, One Maritime Plaza, 12th Floor, San Francisco, California 94111.

Name and Office	Principal Occupation	Business Address

Andrew Ballard, Vice President	Private Equity Investor, H&F

Stephen P.W. Duckett, Vice President	Private Equity Investor, Hellman & Friedman LLP	30th Floor, Millbank Tower 21-24 Millbank London SW1P 4QP United Kingdom

Stefan Goetz, Vice President	Private Equity Investor, Hellman & Friedman LLP	30th Floor, Millbank Tower 21-24 Millbank London, SW1P 4QP United Kingdom

Philip U. Hammarskjold, Chief Executive Officer	Private Equity Investor, H&F

Patrick J. Healy, Deputy Chief Executive Officer	Private Equity Investor, Hellman & Friedman LLP	30th Floor, Millbank Tower 21-24 Millbank London, SW1P 4QP United Kingdom

F. Warren Hellman, Founder	Private Equity Investor, H&F

Robert B. Henske, Vice President	Private Equity Investor, H&F

Georgia Lee, Vice President	Private Equity Investor, H&F

Brian M. Powers, Chairman	Private Equity Investor, H&F

Erik D. Ragatz, Vice President	Private Equity Investor, H&F

Allen R. Thorpe, Vice President	Private Equity Investor, H&F	390 Park Avenue, 21st Floor New York, NY 10022

David R. Tunnell, Vice President	Private Equity Investor, H&F

EX-99.A 2 a09-30639_1ex99da.htm EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common shares, par value $1.00 per share, of PartnerRe Ltd., and that this Joint Filing Agreement be included as an Exhibit to such joint filing.

This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of this 13th day of October 2009.

Hellman & Friedman Capital Partners V (Cayman), L.P.

By:	Hellman & Friedman Investors V (Cayman), L.P., general partner of Hellman & Friedman Capital Partners V (Cayman), L.P.

	By:		Hellman & Friedman Investors V (Cayman), Ltd., general partner of Hellman & Friedman Investors V (Cayman), L.P.

	By:	/s/ Georgia Lee
		Name: Georgia Lee
		Title: Vice President

Hellman & Friedman Capital Partners V (Cayman Parallel), L.P.

By:	Hellman & Friedman Investors V (Cayman), L.P., general partner of Hellman & Friedman Capital Partners V (Cayman Parallel), L.P.

	By:	Hellman & Friedman Investors V (Cayman), Ltd., general partner Hellman & Friedman Investors V (Cayman), L.P.

	By:	/s/ Georgia Lee
		Name: Georgia Lee
		Title: Vice President

Hellman & Friedman Capital Associates (Cayman), L.P.

By:	Hellman & Friedman Investors V (Cayman), Ltd., general partner of Hellman & Friedman Capital Associates (Cayman), L.P.

	By:	/s/ Georgia Lee
		Name: Georgia Lee
		Title: Vice President

Hellman & Friedman Investors V (Cayman), L.P.

By:	Hellman & Friedman Investors V (Cayman), Ltd., general partner of Hellman & Friedman Investors V (Cayman), L.P.

	By:	/s/ Georgia Lee
		Name: Georgia Lee
		Title: Vice President

Hellman & Friedman Investors V (Cayman), Ltd.

By:	/s/ Georgia Lee
	Name: Georgia Lee
	Title: Vice President

EX-99.E 3 a09-30639_1ex99de.htm EX-99.E

Exhibit E

INVESTOR AGREEMENT

dated as of

October 2, 2009

among

PARTNERRE LTD.

and

THE SHAREHOLDERS NAMED HEREIN

TABLE OF CONTENTS

		PAGE

Article 1
DEFINITIONS

Section 1.01.	Definitions	1
Section 1.02.	Other Definitional and Interpretative Provisions	5

Article 2
REPRESENTATIONS AND WARRANTIES

Section 2.01.	Representations and Warranties of the Company	6
Section 2.02.	Representations and Warranties of the Shareholders	7

Article 3
RESTRICTIONS ON TRANSFER

Section 3.01.	General Restrictions on Transfer	7
Section 3.02.	Legends	8
Section 3.03.	Specific Transfer Restrictions	9
Section 3.04.	Application of Agreement to Additional Company Securities	11
Section 3.05.	Rule 144 Reporting	11

Article 4
STANDSTILL, VOTE NEUTRALIZATION

Section 4.01.	Standstill	12
Section 4.02.	Vote Neutralization	14

Article 5
CERTAIN COVENANTS AND AGREEMENTS

Section 5.01.	Quarterly Meetings	15
Section 5.02.	Confidentiality	17
Section 5.03.	Ownership Information	18
Section 5.04.	No Waiver	18
Section 5.05.	Investor Agreement Controlling	18

Article 6
TERMINATION

Section 6.01.	Termination	18

		PAGE

Article 7
MISCELLANEOUS

Section 7.01.	Notices	19
Section 7.02.	Amendments and Waivers	20
Section 7.03.	Successors and Assigns	21
Section 7.04.	Several Obligations	21
Section 7.05.	Counterparts; Effectiveness; Third Party Beneficiaries	21
Section 7.06.	Governing Law	21
Section 7.07.	Jurisdiction	21
Section 7.08.	Waiver of Jury Trial	22
Section 7.09.	No Partnership Intended for Tax Purposes	22
Section 7.10.	Entire Agreement	22
Section 7.11.	Severability	22
Section 7.12.	Specific Enforcement	22

EXHIBITS
Exhibit A	Initial Common Share Ownership
Exhibit B	Joinder Agreement
Exhibit C	Quarterly Meeting Information
Exhibit D	Competing Entities
Exhibit E	Form of Voting Proxy

SCHEDULES
Schedule A	List of Shareholders

INVESTOR AGREEMENT

AGREEMENT dated as of October 2, 2009 among PartnerRe Ltd., a Bermuda exempted company (the “Company”), and the Persons named on Schedule A hereto (collectively with their Permitted Transferees that become a party to this Agreement in accordance with Article 3, the “Shareholders” and, individually, a “Shareholder”).

W I T N E S S E T H :

WHEREAS, pursuant to the Securities Purchase Agreement dated as of July 4, 2009 by and among the Company, the Shareholders, PARIS RE Holdings Limited, and the other shareholders named therein (the “Securities Purchase Agreement”), each Shareholder acquired the number of the Common Shares (as defined below) set forth opposite such Shareholder’s name on Exhibit A hereto; and

WHEREAS, the parties hereto desire to enter into this Agreement to establish certain arrangements with respect to the Common Shares and other securities of the Company beneficially owned by the Shareholders and their Affiliates following the date hereof as well as restrictions on certain activities in respect of the Common Shares and such other securities.

NOW, THEREFORE, in consideration of the 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 no securityholder of the Company shall be deemed an Affiliate of the Company or any of its Subsidiaries or any other securityholder solely by reason of any investment in the Company or such securityholder’s beneficial ownership of Company Securities; provided, further, that each investment fund or similar fund managed, sponsored or advised by any Shareholder or any Affiliate of such Shareholder shall constitute an Affiliate of such Shareholder but, notwithstanding anything contrary above, such Shareholder’s Portfolio Companies shall not be deemed to be Affiliates of such Shareholder or any of its Affiliates. For the purpose of this definition, the term “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under

common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“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.

“beneficial ownership” of any security by any Person means “beneficial ownership” of such security as determined pursuant to Rule 13d-3 under the 1934 Act, including all securities as to which such Person has the right or obligation (contingent or otherwise) to acquire, without regard to the 60-day period set forth in such rule; provided, however, that (i) no Shareholder shall be deemed to beneficially own any Company Securities held by any other Person that constitutes a “Shareholder” under any other Investor Agreement solely by virtue of the provisions of this Agreement, any other Investor Agreement or the Securities Purchase Agreement or the matters contemplated hereby and thereby and (ii) no Shareholder shall be deemed to beneficially own any Company Securities held by a Portfolio Company. The terms “beneficially owned” and “beneficial owner” shall have correlative meanings. Beneficial ownership of any security by any Person shall include for purposes of this Agreement, any security (or any economic participation or interest therein) of which any other Person or any of such other Person’s Affiliates shall have acquired beneficial ownership, or the right or obligation to acquire beneficial ownership of any security (or any economic participation or interest therein), in connection with, as a result of, in anticipation of, or in order to hedge or offset the risk of, any contractual or financial agreement, arrangement or understanding (including any swap, option, put, call, straddle or other derivative, whether or not settlable in kind or in cash) with such Person or any of such Person’s Affiliates.

“Board” means the board of directors of the Company.

“Common Shares” means the common shares, par value $1.00 per share, of the Company and any shares into which such Common Shares may thereafter be converted or changed.

“Company Securities” means Voting Securities, and any securities convertible into or exercisable or exchangeable for Voting Securities (whether or not currently so convertible, exercisable or exchangeable or only upon the passage of time, the occurrence of certain events or otherwise).

“Competing Entity” means each of the Persons set forth on Exhibit D hereto, together with their respective Subsidiaries, which the Company determines in good faith to be organizations competitive with its business; provided that not more than once in any 12-month period, the Company may amend Exhibit D upon written notice thereof to each Shareholder; provided, however, that at no time may the Company add any Person to Exhibit D that had more than $100 million in reinsurance premiums written in any 12-month period prior to the date the version of Exhibit D then in effect first became effective; and provided further that at no time may more than 52 Persons (together with their Subsidiaries) be Competing Entities.

“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.

“Group” shall have the meaning assigned to it in Section 13(d)(3) of the 1934 Act.

“Investment” means, with respect to any investment fund or similar fund, any “investment” (or similar term describing the results of the deployment of capital) as defined in the governing document of such investment fund or similar fund.

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

“knowledge” means, with respect to any Person, the actual knowledge, after reasonable inquiry, of such Person’s and its Affiliates’ Chief Executive Officer, Chief Financial Officer, General Counsel or senior investment professional who is a member of the investment team with primary responsibility for any Investment made in the Company by such Person or Affiliate. It is agreed that the actual knowledge of such individuals 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, professional advisers or any other employee of such Person or any of its Affiliates.

“1933 Act” means the Securities Act of 1933.

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

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Portfolio Company” means, with respect to any Shareholder, any Person in which such Shareholder or any investment fund or similar fund managed, sponsored or advised (directly or indirectly) by such Shareholder or any of its Affiliates owns an Investment.

“Registration Rights Agreement” means each of the Registration Rights Agreements dated as of the date hereof among the Company, the shareholders party thereto and the other parties thereto.

“Restriction Termination Date” means the date that is the later to occur of (i) six months after the date hereof and (ii) the earlier to occur of (A) three months after the Effective Time (as such term is defined in the Transaction Agreement) and (B) May 31, 2010; provided that if a Merger Failure Event (as defined in Amendment No. 1 to the Transaction Agreement dated as of September 28, 2009) occurs, the reference to “Effective Time” shall be deemed to refer to January 1, 2010.

“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.

“Third Party” means, with respect to any Person, any Person that is not an Affiliate or Portfolio Company of such Person.

“Total Voting Power” means, at any time, the total number of votes then entitled to be cast by the holders of the outstanding Voting Securities at such time.

“Transaction Agreement” means the Transaction Agreement dated as of July 4, 2009 among the Company and PARIS RE Holdings Limited.

“Transfer” means, with respect to any Company Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer (whether by operation of law, a distribution in kind or otherwise and whether with or without consideration) such Company Securities or any economic participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation or other transfer (whether by operation of law, a distribution in kind or otherwise and whether with or without consideration) of such Company Securities or any participation or interest therein or any agreement or commitment

to do any of the foregoing. For purposes of this Agreement, the term Transfer shall include the sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation or other transfer (whether by operation of law, a distribution in kind or otherwise and whether with or without consideration) of an Affiliate of any Shareholder or such Shareholder’s interest in an Affiliate that beneficially owns Company Securities unless such Shareholder retains beneficial ownership of such Company Securities following such transaction.

“Voting Securities” means, at any time, shares of any class of capital stock or other securities of the Company, including the Common Shares, which are then entitled to vote generally in the election of directors and not solely upon the occurrence and during the continuation of certain specified events.

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

Term		Section
Company		Preamble
Confidentiality Agreement		4.01
e-mail		7.01
Excess Voting Percentage		4.02
Opt-In Period		6.01
Permitted Transferee		3.03
Quarterly Meeting Information		5.02
Restricted Person		5.01
Securities Purchase Agreement		Recitals
VCOC Parent		5.01
Voting Limitation Percentage		4.02

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
REPRESENTATIONS AND WARRANTIES

Section 2.01. Representations and Warranties of the Company. The Company hereby represents and warrants to the Shareholders that:

(a) The Company is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers required to carry on its business as now conducted and as contemplated by this Agreement.

(b) 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 have been duly authorized by all necessary action on the part of the Company.

(c) 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).

(d) The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby (i) 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, (ii) will not violate any Applicable Law or the memorandum of association or bye-laws or other similar organizational documents of the Company or any order of any Governmental Authority by which the Company or any of its Subsidiaries is bound, and (iii) will not violate or result in a default

under any material agreement, judgment, injunction, order, decree or other instrument binding upon the Company.

Section 2.02. Representations and Warranties of the Shareholders. Each Shareholder severally as to itself but not jointly with the other Shareholders represents and warrants to the Company that:

(a) Such Shareholder is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers required to carry on its business as now conducted and as contemplated by this Agreement.

(b) The execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby are within such Shareholder’s organizational powers and have been duly authorized by all necessary action on the part of such Shareholder.

(c) This Agreement constitutes a valid and binding agreement of such Shareholder enforceable against such Shareholder 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).

(d) The execution, delivery and performance of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby (i) 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, (ii) will not violate any Applicable Law or 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, and (iii) will not violate or result in a default under any material agreement, judgment, injunction, order, decree or other instrument binding upon such Shareholder.

(e) As of the date hereof, except for the Common Shares set forth on Exhibit A, neither such Shareholder nor any of its Affiliates beneficially owns any Company Securities.

ARTICLE 3
RESTRICTIONS ON TRANSFER

Section 3.01. General Restrictions on Transfer. (a) Each Shareholder agrees that it shall not Transfer any Company Securities over which it or any of its Affiliates has beneficial ownership (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the 1933 Act,

any other applicable non-U.S. or state securities or “blue sky” laws, and the terms and conditions of this Agreement.

(b) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s share records to such attempted Transfer.

Section 3.02. Legends. (a) Each certificate or book entry representing Company Securities beneficially owned by any Shareholder or its Affiliates as of the date hereof shall bear a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN AN INVESTOR AGREEMENT DATED ON OR ABOUT OCTOBER 2, 2009 AMONG PARTNERRE LTD. AND THE OTHER PARTIES THERETO, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM PARTNERRE LTD. OR ANY SUCCESSOR THERETO.

(b) Upon any acquisition by any Shareholder or any of its Affiliates of beneficial ownership of any Company Securities after the date hereof, such Shareholder shall, or shall cause the owner of such Company Securities to, (i) if such Company Securities are in certificated form, submit the certificate(s) representing such Company Securities to the Company so that the second sentence of the legend required by this Section 3.02(a) may be placed thereon (if not already endorsed thereon) or (ii) if such Company Securities are in book entry form, notify the Company so that the second sentence of the legend required by this Section 3.02(a) may be noted in the book entry representing such Company Securities.

(c) The Company shall use best efforts to replace as soon as possible the certificates or book entries representing Company Securities with certificates or book entries not bearing the legend required by the first sentence of Section 3.02(a) if the Company receives such representations from the Shareholder as reasonably requested by the Company to enable it to provide an opinion of counsel (which may be in-house counsel), in reliance on such representations, that such legends are no longer required for purposes of applicable securities law.

(d) If any Company Securities cease to be subject to any and all restrictions on Transfer set forth in this Agreement (including upon the termination of this Agreement with respect to the Shareholders) or if a Transfer permitted hereunder is made and Transferee is not subject to this Agreement, the Company, upon the written request of the holder thereof, shall use best efforts to replace as soon as possible the certificates or book entries representing such Company Securities with certificates or book entries not bearing the legend required by the second sentence of Section 3.02(a).

Section 3.03. Specific Transfer Restrictions. (a) Prior to the Restriction Termination Date, no Shareholder shall Transfer any Company Securities which it or any of its Affiliates beneficially owns, except:

(i) Transfers of Company Securities to one or more of its Affiliates or Portfolio Companies (each, a “Permitted Transferee”) so long as such Permitted Transferee (other than a Permitted Transferee already party to this Agreement) shall have prior to such Transfer executed and delivered to the Company a written joinder agreement in the form of Exhibit B hereto agreeing to be bound by the terms of this Agreement;

(ii) if at the time of such Transfer all applicable conditions of Rule 144 under the 1933 Act are satisfied with respect to a Transfer of such Company Securities, Transfers of Company Securities by a Shareholder that is an investment fund or similar fund to such Shareholder’s limited partners, partners or other investors pursuant to a distribution that is made pro rata to such limited partners or other investors in accordance with the respective partnership and/or other governing documents of such Shareholder (including taking into account provisions relating to fees and carried interest) without the payment of any additional consideration therefor by any such limited partner, partner or other investor; provided that in no event shall the Company Securities Transferred to any limited partner or other investor (together, to the extent known (without any obligation of inquiry or investigation), with such limited partner’s or other investor’s Affiliates) pursuant to this clause (ii) (whether in one or a series of distributions) represent in the aggregate 1% or more of the Total Voting Power outstanding at such time (excluding from the applicability of this proviso the general partner of such investment fund or similar fund or any other Affiliate of such Shareholder); provided, further, that as a condition precedent to any Transfer to the general partner of such investment fund or similar fund or any other Affiliate of such Shareholder pursuant to this clause (ii), the general partner or such other Affiliate shall have executed and delivered to the Company a written joinder agreement in accordance with clause (i) above (but only to the extent that this Agreement would not terminate with

respect to such Shareholder immediately following such distribution-in-kind pursuant to Section 6.01(b), without regard to the three-month period set forth in such Section); provided, however, that no such joinder agreement shall be required in connection with such distribution, from either the general partner of such investment fund or any investor in such general partner, if, in each case, such general partner reasonably promptly distributes to its investors all Company Securities received by it in a pro rata distribution.

(b) Following the Restriction Termination Date, no Shareholder shall Transfer any Company Securities which it or any of its Affiliates beneficially owns to any Third Party who, to the knowledge of such Shareholder, (w) is a Competing Entity, (x) after consummation of such Transfer would have (together with its Affiliates) beneficial ownership of Voting Securities representing in the aggregate 5% or more of the Total Voting Power, (y) is a “Shareholder” under any other Investor Agreement (which agreement is then in full force and effect) or is an Affiliate of such Person or (z) has filed a Statement on Schedule 13D with respect to any Voting Securities indicating as of its last filing that such Person and its Affiliates beneficially own (or is a member of a Group that beneficially owns) at least 5% of the Total Voting Power; provided that the foregoing restrictions in this Section 3.03(b) shall not be applicable to:

(i) Transfers of Company Securities to a broker-dealer in a block sale (including any sale pursuant to the Registration Rights Agreement) so long as such broker-dealer has been instructed not to Transfer such Company Securities to any Person (including a mutual fund) who (A) has filed a Statement on Schedule 13D with respect to any Voting Securities indicating as of the last filing thereof, as it may be amended, that such Person and its Affiliates beneficially own (or is a member of a Group that beneficially owns) at least 5% of the Total Voting Power or (B) would acquire in such sale (together, to the extent known (without any obligation of inquiry or investigation) with its Affiliates) beneficial ownership of Company Securities with a Market Value (as defined in the Transaction Agreement) greater than or equal to 4.5% of the Company’s market capitalization at the time of such sale;

(ii) Transfers to a mutual fund which, to Shareholder’s knowledge, typically makes investments in Persons in the ordinary course of its business for investment purposes only and not with the purpose or effect of changing or influencing the control of such Person and that, to such Shareholder’s knowledge, has not filed in the past three years a Statement on Schedule 13D with respect to any Voting Securities;

(iii) Transfers structured as regular sales made over the New York Stock Exchange or such European Union stock exchange on which

the Common Shares are approved for issuance in accordance with the transactions contemplated by the Securities Purchase Agreement and the Transaction Agreement;

(iv) subject to Section 4.01(a)(i), Transfers to a Person constituting a “Shareholder” under any other Investor Agreement (which agreement is then in full force and effect) or any of such Person’s Permitted Transferees so long as such Person’s Permitted Transferee (other than a Permitted Transferee already party to such other Investor Agreement) shall have prior to such Transfer executed and delivered to the Company a written joinder agreement to such other Investor Agreement agreeing to be bound by the terms of such other Investor Agreement;

(v) Transfers pursuant to any tender offer, exchange offer, share exchange, merger, consolidation or amalgamation pursuant to which Voting Securities would be acquired or received by the Company or any other Person; provided that the Board has approved such transaction or proposed transaction and recommended it to the shareholders of the Company (and has not withdrawn such recommendation); and

(vi) Transfers described in clause (i) or (ii) of Section 3.03(a).

(c) Each Shareholder shall give the Company written notice as soon as practicable of any transactions in Company Securities in reliance on this Section 3.03 to the extent known (without any obligation of inquiry or investigation), including the name of the transferee (other than in connection with any Transfer pursuant to Section 3.03(a)(ii)) and the class and number of Company Securities Transferred.

Section 3.04. Application of Agreement to Additional Company Securities. If any Shareholder or any of its Affiliates acquires beneficial ownership of any additional Company Securities following the date hereof, such Company Securities shall be subject to the restrictions and commitments contained in this Agreement applicable to Company Securities as fully as if such Company Securities were beneficially owned by such Person or any of its Affiliates as of the date hereof, and to the extent the owner of such Company Securities is not already a party to this Agreement, such Shareholder shall cause such Person to execute and deliver to the Company a written joinder agreement in the form of Exhibit B hereto immediately following such acquisition and such Person shall be deemed to be a “Permitted Transferee” of such Shareholder for all purposes hereof.

Section 3.05. Rule 144 Reporting. For a period of one year after the date hereof, the Company agrees to use its best efforts to:

(a) make and keep current public information available, within the meaning of Rule 144 (or any similar or analogous rule) promulgated under the 1933 Act at all times;

(b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the 1933 Act and 1934; and

(c) furnish to any Shareholder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the 1933 Act, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents as such Shareholder may reasonably request to enable such Shareholder to Transfer Company Securities without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144 under the 1933 Act.

ARTICLE 4
STANDSTILL, VOTE NEUTRALIZATION

Section 4.01. Standstill. (a) Each Shareholder agrees that for so long as this Agreement remains in effect with respect to such Shareholder, it will not, and will cause its Affiliates (and any Person acting on behalf of or in concert with such Shareholder or any of its Affiliates) not to, directly or indirectly, without the Company’s prior written consent:

(i) acquire, agree to acquire, propose, seek or offer to acquire, or knowingly facilitate the acquisition or ownership of (whether by purchase, through the acquisition of control of another Person, through the use of a derivative instrument or voting agreement or otherwise) any Company Securities if, after such acquisition, such Shareholder, together with its Affiliates and controlled Portfolio Companies (excluding any thereof that are primarily engaged in asset management or other investment business in the normal course of their business), would beneficially own Voting Securities representing in the aggregate more than 9.9% of the Total Voting Power (it being understood for the avoidance of doubt that the foregoing shall not be applicable to any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other similar transaction);

(ii) make any public announcement of or submit to the Company or the Board a proposal or offer, seek to effect or knowingly facilitate (including by providing or assisting in any way in obtaining financing for, guaranteeing any financing for, or acting as a joint or co-

bidder with any Third Party or any of its Portfolio Companies in connection with) any merger, amalgamation, share exchange, tender offer, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its Subsidiaries, any acquisition of a material portion of the Company’s consolidated assets or any transaction that would result in any Person or Group beneficially owning (together with its or their Affiliates) Voting Securities representing more than 9.9% of the Total Voting Power; provided that this clause (ii) shall not restrict any Shareholder or any of its Affiliates from assisting in obtaining financing for or guaranteeing any financing for any such transaction so long as such transaction has (x) previously been approved by the Board and (y) continues to be supported by the Board, except, if such transaction ceases to be supported by the Board, for any actions taken pursuant to binding commitments entered into prior to the Board’s withdrawal of support for such transaction;

(iii) take any action that would have a reasonable possibility of requiring the Company under Applicable Law or the rules of any exchange on which any Company Securities is then listed or traded to make a public announcement regarding the possibility of any of the transactions described in clause (ii) above;

(iv) make, or in any way participate or engage in, any solicitation of proxies to vote, or seek to advise or influence any Third Party or any of its Portfolio Companies with respect to the voting of, any Voting Securities;

(v) make any proposal, or knowingly facilitate or knowingly encourage any Third Party or any of its Portfolio Companies, to seek representation on the Board or otherwise seek to control the management or the policies of the Company or any of its Subsidiaries;

(vi) form, join or in any way participate in a Group (including a Group comprised of Persons constituting “Shareholders” for purposes of any other Investor Agreement other than any Group comprised solely of the Shareholders and their Affiliates) with respect to any Voting Securities or otherwise act in concert or assist any Third Party or any of its Portfolio Companies for purposes of taking any action prohibited by this Section 4.01; it being acknowledged by the Company that the Shareholders and the Persons constituting “Shareholders” for purposes of any other Investor Agreement shall not be deemed to be a Group with respect to any Voting Securities solely by virtue of the provisions of this Agreement, any other Investor Agreement or the Securities Purchase Agreement or the matters contemplated hereby and thereby;

(vii) advise, knowingly facilitate or knowingly encourage or enter into any discussions, negotiations, agreements or arrangements with any Third Party or any of its Portfolio Companies in connection with the foregoing; or

(viii) disclose any intention, indication of interest or proposal or plan or arrangement prohibited by, or inconsistent with, the foregoing.

(b) Each Shareholder further agrees that for so long as this Agreement remains in effect with respect to such Shareholder, it will not, and will cause its Affiliates (and any Person acting on behalf of or in concert with such Shareholder or any of its Affiliates) not to, without the written consent of the Board, request the Company or any of its Representatives (as defined in the Confidentiality Agreement), directly or indirectly, to amend, waive or otherwise modify any provision of this Section 4.01 (including this Section 4.01(b)). If at any time any Shareholder or any of its Affiliates is approached by any Person requesting such Shareholder or such Affiliate to instigate, encourage, join, act in concert with or assist any Person in taking any action prohibited by this Section 4.01, such Shareholder shall, unless prohibited by such Shareholder’s confidentiality obligations to any Third Party that such Shareholder reasonably believes, in good faith, to be applicable, promptly inform the Company of the fact of such approach.

(c) The restrictions set forth in this Section 4.01 will not apply to any Shareholder or to any of its Affiliates if a Third Party acquires beneficial ownership of Voting Securities representing 50% or more of the Total Voting Power in a transaction approved or recommended by the Board or where the control of the Company following such acquisition is no longer being contested or in dispute.

(d) The terms of this Section 4.01 supersede and replace the terms of Section 23 of the Confidentiality Agreement dated as of April 15, 2009 (the “Confidentiality Agreement”) among PARIS RE Holdings Limited, the Company and the other parties thereto in their entirety and, from and after the date hereof, such Section 23 shall be of no further force and effect.

(e) It is acknowledged and agreed that a Portfolio Company shall not be deemed to be acting on behalf of or in concert with a Shareholder or an Affiliate of a Shareholder solely by reason of an employee or other nominee of a Shareholder or an Affiliate of a Shareholder serving as a director or employee of a Portfolio Company.

Section 4.02. Vote Neutralization. Each Shareholder agrees that if at any time any action is to be taken by the Company’s shareholders (at a shareholders meeting, by written consent in lieu thereof or otherwise) such Shareholder,

together with its controlled Portfolio Companies (excluding any thereof that are primarily engaged in asset management or other investment businesses in the normal course of their businesses) and Affiliates, beneficially owns Voting Securities (disregarding all Voting Securities subject to options, warrants, rights or convertible securities that are not themselves Voting Securities) representing a percentage of the Total Voting Power at such time in excess of such Shareholder’s Voting Limitation Percentage (such excess percentage, or, if less, the percentage of Total Voting Power at such time represented by Voting Securities beneficially owned by such Shareholder and its Affiliates, such Shareholder’s “Excess Voting Percentage”), then such Shareholder shall, in such Shareholder’s discretion, either (a) vote, or cause to be voted, Voting Securities representing such Excess Voting Percentage in accordance with the recommendation of the Board on such action or (b) vote or abstain, or cause to be voted or abstained, Voting Securities representing such Excess Voting Percentage in proportion to the votes and abstentions, as applicable, cast or made in connection with such action with respect to all Voting Securities other than those beneficially owned by any Person constituting a “Shareholder” under any Investor Agreement (including this Agreement) and its Affiliates. For purposes of this Section 4.02, “Voting Limitation Percentage” means, with respect to the Shareholders at any time, the percentage obtained by dividing (i) the total number of votes that may be cast by all Common Shares set forth opposite the Shareholders’ names on Exhibit A hereto (as such Common Shares are appropriately adjusted to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other similar transaction occurring after the date hereof) by (ii) the total number of votes that may be cast with respect to all Voting Securities outstanding as of such time. Upon the written request of the Company, each Shareholder will execute and deliver, or cause to be executed and delivered, to the Company a proxy in the form attached hereto as Exhibit E hereto in order to give effect to this Section 4.02.

ARTICLE 5
CERTAIN COVENANTS AND AGREEMENTS

Section 5.01. Quarterly Meetings. (a) On a quarterly basis, the Company shall hold a single meeting with employees of the Shareholders or, if requested by a Shareholder which is a controlled Subsidiary of an entity intended to qualify as a “venture capital operating company” as defined in the U.S. Department of Labor regulations at 29 C.F.R. Section 2510.3-101 (a “VCOC Parent”), the VCOC Parent of such Shareholder (which VCOC Parent shall, as a pre-condition to being afforded any rights or information hereunder, execute and deliver to the Company a written joinder agreement in the form of Exhibit B hereto and shall be deemed to be a “Shareholder” for all purposes of this Agreement), at which the Company

will use its reasonable best efforts to cause the Company’s Chief Financial Officer to be present in person or, if the Company’s Chief Financial Officer cannot be present in person, telephonically or by video conference (and if the Company’s Chief Financial Officer cannot be present by any means, to cause his or her deputy to be present); provided that, in all cases, at least one member of the Company’s Executive Committee (which may be the Company’s Chief Financial Officer to the extent the person holding such position is then a member of the Company’s Executive Committee) shall be present in person at such quarterly meeting. Other members of the Company’s Executive Committee may be present in person, telephonically or by video conference. Each quarterly meeting shall be held at a mutually agreed location, following the Company’s regularly scheduled quarterly Board meeting, or such other time and place as the parties may mutually agree. The Company shall give each Shareholder notice of the date and time of each quarterly meeting simultaneously with notifying the members of the Company’s Board of the related quarterly board meeting. At each quarterly meeting, the parties shall discuss the operations of the Company generally and the categories of information identified on Exhibit C hereto specifically; and the Company shall consider in good faith the recommendations of the Shareholder made by its designated representative in connection with the matters discussed, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Each Shareholder shall have the right, in its sole discretion, to participate in any quarterly meeting in person or by telephone or video conference; provided that under no circumstance shall any Shareholder permit any of its Restricted Persons to attend, or otherwise participate in, any quarterly meeting. A Shareholder shall have the right at any time to discontinue (permanently or temporarily) its participation in such quarterly meetings. For purposes of this Agreement, a “Restricted Person” means, with respect to any Shareholder, any Representative (as defined in the Confidentiality Agreement) of such Shareholder or any of its Affiliates who is (i) a member of the board of directors or similar governing body of any Competing Entity or (ii) is a member of the investment team with primary responsibility for any Investment made in any Competing Entity by such Shareholder or any investment fund or similar fund managed, sponsored or advised (directly or indirectly) by such Shareholder or any of its Affiliates.

(b) If any Shareholder or any of its employees participates in any quarterly meeting, such Shareholder and each other Person participating in such quarterly meeting or receiving or otherwise having access to any Quarterly Meeting Information in respect of such quarterly meeting, shall be considered to be a “designated insider” and shall be subject to the Company’s normal trading policy and “blackout” periods applicable to designated insiders; provided that in applying such trading policy to such Person, the Company shall only take into consideration whether such Person has “material nonpublic information” as defined in such policy, and shall otherwise apply such policy consistently to each

Shareholder; and provided, further that the Company shall respond promptly (and in any event within one Business Day) to a request by such Shareholder for pre-clearance under such policy. Such Shareholder and such other Person shall continue to be considered a “designated insider” (and therefore subject to the Company’s trading policy and “blackout” periods), notwithstanding such Shareholder’s subsequent decision to discontinue its participation, or failure to participate, at future quarterly meetings or the termination of this Agreement with respect to such Shareholder, until such time that the Company files its first periodic report with the Securities and Exchange Commission following the last participation by such Shareholder or any of its employees at any such quarterly meeting or such later time as the Company deems appropriate (provided such later blackout period is applicable to designated insiders of the Company generally); provided that if any Person who participates in any quarterly meeting (or receives or otherwise has access to any Quarterly Meeting Information) ceases to be employed by, and otherwise ceases to perform professional services for or on behalf of, such Shareholder and its Affiliates, such Person shall cease to be a “designated insider” following the filing by the Company of its next periodic report with the Securities and Exchange Commission or such later time as the Company deems appropriate (provided such later blackout period is applicable to designated insiders of the Company generally).

Section 5.02. Confidentiality. Subject to Section 4.01(c), the parties hereto agree that notwithstanding anything in the Confidentiality Agreement to the contrary (including Section 35 thereto):

(a) the Confidentiality Agreement shall remain in effect with respect to the parties hereto, and each Shareholder shall be, and shall cause its Affiliates and each of its Permitted Transferees that become a party to this Agreement in accordance with Article 3 to be, bound by the Confidentiality Agreement, until the expiration of the two-year period following the termination of this Agreement with respect to all Shareholders; provided that the provisions of Section 24 (Non-Solicitation and No-Hire of Employees) of the Confidentiality Agreement shall terminate in accordance with its terms;

(b) any information disclosed, made available or otherwise furnished to any Shareholder, any of its Affiliates or any of their Representatives (as defined in the Confidentiality Agreement) by or on behalf of the Company or any of its Subsidiaries in connection with or otherwise relating to any quarterly meeting contemplated by Section 5.01 (including any information provided in advance of such meeting or as a follow-up to such meeting) shall be subject to the Confidentiality Agreement and shall, subject to the exceptions set forth in Section 1(b)(ii) thereto, constitute “Confidential Information” for purposes thereof (such information constituting Confidential Information, “Quarterly Meeting Information”); and

(c) under no circumstance shall any Shareholder, any of its Affiliates or any of their Representatives disclose any Quarterly Meeting Information to, or allow access to any Quarterly Meeting Information by, any of such Shareholder’s Restricted Persons.

Section 5.03. Ownership Information. Each Shareholder shall provide to the Company such information as the Company may reasonably request concerning such Shareholder’s beneficial ownership of Company Securities as of the requested time, together with the names of the direct owners of such Company Securities.

Section 5.04. No Waiver. No provision of this Agreement shall be deemed to modify or waive, or shall constitute a waiver or modification of, the applicability of any provisions of the Company’s Bye-Laws to any Shareholder or its Affiliates.

Section 5.05. Investor Agreement Controlling. Any and all provisions of the Registration Rights Agreement shall be subject to the terms and conditions of this Agreement in all respects, and shall be construed and applied having regard to, and in accordance with, the rights, requirements and limitations set forth herein. In the event of any inconsistency between the terms or conditions of this Agreement and the terms and conditions of the Registration Rights Agreement, the terms and conditions of this Agreement shall control.

ARTICLE 6
TERMINATION

Section 6.01. Termination. (a) This Agreement shall terminate in its entirety (except as provided in any of Section 6.01(b), 6.01(c) or 6.01(d)) with respect to all parties hereto upon the date that is three months after all Persons constituting “Shareholders” under any Investor Agreement (including this Agreement) (regardless of whether any such Investor Agreement has terminated pursuant to the provision thereof corresponding to Section 6.01(b) hereof), together with their Affiliates and Portfolio Companies, collectively beneficially own Voting Securities representing less than 10% of the aggregate Total Voting Power (continuously for such three-month period). The Company shall notify the Shareholders in writing of the date on which such Persons ceased to have such beneficial ownership promptly after acquiring knowledge thereof.

(b) This Agreement shall terminate (except as provided in Section 6.01(d)) with respect to the Shareholders individually, and the Shareholders shall cease to constitute Shareholders hereunder, upon the date that is three months after such Shareholders, together with their Affiliates, collectively beneficially own Voting Securities representing a percentage of the Total Voting Power that is

less than 50% of such Shareholders’ Voting Limitation Percentage (continuously for such three-month period).

(c) Notwithstanding Section 6.01(a), within 30 days of receipt of the notice contemplated by the last sentence of Section 6.01(a), if the Shareholders collectively beneficially own Voting Securities representing a percentage of the Total Voting Power that is at least equal to 50% of such Shareholders’ Voting Limitation Percentage, the Shareholders shall have the right to elect, by delivering written notice thereof to the Company, to continue in effect this Agreement in its entirety until the earliest to occur of (i) March 31, 2012, (ii) such time as this Agreement terminates pursuant to Section 6.01(b) and (iii) 90 days following the date the Shareholders notify the Company in writing that they desire to terminate this Agreement (the period that this Agreement remains in effect from the time that this Agreement would otherwise have terminated pursuant to Section 6.01(a), the “Opt-In Period”); provided that (A) upon the exercise of such continuation right, this Agreement shall continue in effect with respect to, and shall continue to apply to, all Shareholders party to this Agreement to the same extent as though this Agreement had not terminated pursuant to this Section 6.01(a) and (B) if the Opt-In Period shall extend beyond one year, the Company shall have the right to exclude all risk management presentations and annual reserve reviews from the information made available to the Shareholders pursuant to Section 5.01 during the remainder of the Opt-In Period following such one-year period.

(d) No termination of this Agreement with respect to any party will relieve such party from any liability for the failure of such party to perform a covenant hereof or the breach by such party of any representation or warranty or agreement contained herein. The provisions of (i) this Section 6.01 and Sections 3.02(c), 3.02(d), Section 5.01(b) and 5.02 and Article 7 shall survive the termination of this Agreement indefinitely with respect to any party and (ii) Section 5.03 shall survive the termination of this Agreement until the requirements of Section 6.01(a) are satisfied.

ARTICLE 7
MISCELLANEOUS

Section 7.01. 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 the Company 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: Phillip R. Mills
Facsimile No.: (212) 450-3800
E-mail: phillip.mills@davispolk.com

if to any Shareholder, to it and its counsel at their addresses, facsimile numbers or e-mail addresses set forth in Exhibit A 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. Any Person that becomes a Shareholder shall provide its address and fax number to the Company.

Section 7.02. 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 the 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 7.03. Successors and Assigns. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns.

(b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Company Securities or otherwise.

(c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 7.04. Several Obligations. The agreements and covenants of each Shareholder hereunder are several and not joint.

Section 7.05. Counterparts; Effectiveness; Third Party Beneficiaries. 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 parties 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). 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.

Section 7.06. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein.

Section 7.07. 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 or any New York State court sitting in New York City, so long as one of such courts 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 7.01 shall be deemed effective service of process on such party.

Section 7.08. 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 7.09. No Partnership Intended for Tax Purposes. The parties hereto expressly disclaim any intention to form a partnership for tax purposes pursuant to this Agreement and acknowledge and agree that nothing in this Agreement shall be deemed to cause the parties hereto to be treated as partners to one another or to any third party under the tax laws of any jurisdiction.

Section 7.10. Entire Agreement. This Agreement, the Securities Purchase Agreement, the Registration Rights Agreement and the Confidentiality 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.

Section 7.11. 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 7.12. Specific Enforcement. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the 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 or any New

York State court sitting in New York City, 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.]

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:	/s/ Patrick Thiele
	Name:	Patrick Thiele
	Title:	Chief Executive 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

[Signature page to Investor Agreement]

EXHIBIT A

INITIAL COMMON SHARE OWNERSHIP

Shareholder

Purchased Shares(1)

Notice Address

Hellman & Friedman Capital Partners V (Cayman), L.P.

3,615,863

Address for notices:

Hellman & Friedman Capital Partners 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:

Hellman & Friedman Capital Partners V (Cayman), L.P.

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

(1) The numbers set forth on this table do not give effect to any adjustment to the Per Share Consideration or the Per Warrant Consideration pursuant to the Transaction Agreement.

Shareholder	Purchased Shares(1)	Notice Address

Hellman & Friedman Capital Partners V (Cayman Parallel), L.P.	513,651	Address for notices: Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. c/o Walkers SPV Limited Walker House, Mary Street, PO Box 908GT George Town, Grand Cayman, Cayman Islands	Address for notices: Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. 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

Hellman & Friedman Capital Associates V (Cayman), L.P.	843	Address for notices: 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	Address for notices: Hellman & Friedman Capital Associates V (Cayman), L.P. 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

A-2

EXHIBIT B

JOINDER TO INVESTOR AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Investor Agreement dated as of [DATE] (as may be amended, modified or supplemented from time to time, the “Investor Agreement”) among PartnerRe Ltd., a Bermuda exempted company (the “Company”) and [·]. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Investor Agreement.

The Joining Party hereby (a) acknowledges that it has received and reviewed a complete copy of the Investor Agreement and the Confidentiality Agreement and (b) agrees that upon execution of this Joinder Agreement, shall become a party to the Investor Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Investor Agreement as though an original Shareholder party thereto.

For purposes of Section 7.01 of the Investor Agreement, the notice address of the Joining Party [is as set forth on Exhibit A of the Investor Agreement].

This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein. Any suit, action or proceeding arising under this Joinder Agreement shall be resolved in accordance with the terms set forth in Section 7.07 of the Investor Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: ,

	[NAME OF JOINING PARTY]


	By:
		Name:
		Title:

EXHIBIT C

QUARTERLY MEETING INFORMATION

In connection with each quarterly meeting contemplated by Section 5.01 of the Investor Agreement to which this Exhibit C is attached (the “Investor Agreement”), the Company shall make available the materials listed below on a secure website, for review (on a read-only basis) and discussion at such quarterly meeting:

· The portions of the board and committee books relating to the Company’s operations and risk management framework provided to the Board, the Company’s Audit Committee and the Company’s Risk Management and Finance Committee in connection with their respective quarterly meetings held prior to such quarterly meeting; and

· The operations review summaries prepared for the Company’s Chief Executive Officer for the most recently completed quarter with respect to:

· US Operations;

· Global Operations; and

· Capital Markets Operations.

· Information regarding reserve development in a form similar to the document labeled as Exhibit 6.25.3 in the online data room established by the Company in connection with the transactions contemplated by the Securities Purchase Agreement and the Transaction Agreement.

The above information will be made available for a limited period of time both before and after the relevant quarterly meeting. The information made available will be redacted for information relating to:

· any present or future candidates for positions on the Board;

· chief executive officer succession;

· financial projections or plans, other than forecasts relating to underwriting operations

· the qualifications, identity, fitness, compensation or employment arrangements of Company personnel;

· the identification of clients and customers of the Company or detailed client information;

· by treaty information;

· capital risk reporting;

· any third party proposal to acquire control of Company;

· any matter that the Company has been advised of by counsel that such distribution to any Shareholder may violate a confidentiality obligation or fiduciary duty or any law or regulation, or may result in a waiver of attorney-client privilege; and

· such other matters that are determined, in good faith and in the reasonable judgment of the Company’s Chief Financial Officer, to be competitively-sensitive information, including proposed mergers, acquisitions, joint ventures and other strategic initiatives.

Capitalized terms used in this Exhibit C but not defined shall have the meanings ascribed to them in the Investor Agreement.

EXHIBIT D

COMPETING ENTITIES

1.	Münchener Rückversicherungs-Gesellschaft AG (Munich Re Group)
2.	Swiss Reinsurance Company Ltd.
3.	Berkshire Hathaway Inc.
4.	Reinsurance Group of America, Incorporated
5.	Hannover Rueckversicherung AG
6.	Transatlantic Holdings Inc
7.	SCOR SE
8.	Mapfre, S.A.
9.	Tokio Marine Holdings, Inc.
10.	AEGON N.V.
11.	Everest Re Group Ltd.
12.	ACE Limited
13.	XL Capital Ltd.
14.	QBE Insurance Group Limited
15.	Mitsui Sumitomo Insurance Group Holdings, Inc.
16.	Sompo Japan Insurance Inc.
17.	Axis Capital Holdings Limited
18.	The Toa Reinsurance Company, Limited
19.	Odyssey Re Holdings Corp.
20.	RenaissanceRe Holdings Ltd.
21.	Arch Capital Group Ltd.
22.	Aioi Insurance Company, Limited
23.	Platinum Underwriters Holdings Ltd.
24.	White Mountains Insurance Group, Ltd.
25.	Catlin Group Limited
26.	Aspen Insurance Holdings Limited
27.	Endurance Specialty Holdings Ltd.
28.	Amlin plc
29.	Flagstone Reinsurance Holdings Limited
30.	NIPPONKOA Insurance Co., Ltd.
31.	Max Capital Group Ltd.
32.	Validus Holdings, Ltd.
33.	Montpelier Re Holdings Ltd.
34.	Harbor Point Limited
35.	W.R. Berkley Corporation
36.	IPC Holdings, Ltd.
37.	Allied World Assurance Holdings, Ltd.
38.	Greenlight Capital Re, Ltd.
39.	Korean Reinsurance Co. Ltd.
40.	Caisse Centrale de Reassurance S.A.
41.	Deutsche Rueckversicherung AG
42.	General Insurance Corporation of India

EXHIBIT E

FORM OF IRREVOCABLE PROXY

This proxy is required by the terms and conditions of that certain Investor Agreement (as amended from time to time, the “Agreement”) of even date herewith by and among PartnerRe Ltd., a Bermuda exempted company (“Parent”), and the undersigned shareholders (the “Shareholders”) and is given in consideration therefor. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.

The Shareholders hereby revoke any previous proxies and appoint Parent, and any individual who shall be designated by Parent, with full power of substitution and resubstitution as attorney-in-fact, agent and proxy of the undersigned, with respect to any action taken by Parent’s shareholders (at a shareholders meeting, by written consent in lieu thereof or otherwise), to vote all Voting Securities representing the Shareholders’ Excess Voting Percentage, if any, in accordance with the recommendation of the board of directors of Parent in respect of such action; provided that if Parent’s board of directors does not make a recommendation with respect to such action or the Shareholders collectively notify Parent at least two Business Days prior to the vote on such action that the Shareholders’ Excess Voting Percentage is not to be voted in accordance with the recommendation of Parent’s board of directors, then Parent shall vote or abstain the Voting Securities representing the Shareholders’ Excess Voting Percentage in proportion to the votes and abstentions, as applicable, cast or made in connection with such action with respect to all Voting Securities other than those beneficially owned by any Person constituting a “Shareholder” under any Investor Agreement and its Affiliates.

This proxy shall remain valid and binding and be of full force and effect, and shall not expire, until the termination of the Agreement (it being understood that this proxy shall remain in full force and effect during the Opt-in Period).

THIS PROXY IS IRREVOCABLE, it being understood and agreed that this proxy is coupled with an interest in Parent.

IN WITNESS WHEREOF, the undersigned has executed this proxy this day of , 20 .

	SHAREHOLDERS:

	[SHAREHOLDER]


	By:
		Name:
		Title:


	[SHAREHOLDER]


	By:
		Name:
		Title:

SCHEDULE A

LIST OF SHAREHOLDERS

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.

EX-99.F 4 a09-30639_1ex99df.htm EX-99.F

Exhibit F

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of October 2, 2009 among:

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

(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 “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 (i) the Holders or (ii) one or more of the Other 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)

“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 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 (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 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) 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 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 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 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;

(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 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 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, 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.

(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 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,

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.

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 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

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.]

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:	/s/ Amanda E. Sodergren
	Name:	Amanda E. Sodergren
	Title:	Chief Legal Counsel


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

[Signature page to Registration Rights Agreement]

Exhibit A

Plan of Distribution

This prospectus relates to the resale of our common shares by the selling shareholders named in this prospectus supplement. The selling shareholders may use this prospectus to resell from time to time such shares of common stock.

All costs, expenses and fees in connection with the registration of the common shares offered hereby will be borne by the selling shareholders. Underwriting discounts, brokerage commissions and similar selling expenses, if any, attributable to the sale of the securities covered by this prospectus will be borne by the respective selling shareholders.

The selling shareholders may sell under this prospectus the common shares which are outstanding at different times. The selling shareholders will act independently of us in making decisions as to the timing, manner and size of each sale. The sales may be made on any national securities exchange or quotation system on which the common shares may be listed or quoted at the time of sale, in the over-the-counter market or other than in such organized and unorganized trading markets, in one or more transactions, at:

· fixed prices, which may be changed;

· prevailing market prices at the time of sale;

· varying prices determined at the time of sale; or

· negotiated prices.

The common shares may be sold by one or more of the following methods in addition to any other method permitted under this prospectus:

· a block trade in which the broker-dealer so engaged may sell the common shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

· a purchase by a broker-dealer as principal and resale by such broker-dealer for its own account;

· an ordinary brokerage transaction or a transaction in which the broker solicits purchasers;

· a privately negotiated transaction;

· an underwritten offering;

· securities exchange or quotation system sale that complies with the rules of the exchange or quotation system;

· through short sale transactions following which the common shares are delivered to close out the short positions;

· through the writing of options relating to such common shares; or

· through a combination of the above methods of sale.

The selling shareholders may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with those derivatives, the third parties may sell common shares covered by this prospectus, including in short sale transactions. If so, the third party may use common shares pledged by the selling shareholders or borrowed from the selling shareholders or others to settle those sales or to close out any related open borrowings of common shares, and may use common shares received from the selling shareholders in settlement of those derivatives to close out any related open borrowings of common shares. We will file a supplement to this prospectus to describe any derivative transaction effected by the selling shareholders and to identify the third party in such transactions as an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

The selling shareholders may effect such transactions by selling the common shares covered by this prospectus directly to purchasers, to or through broker-dealers, which may act as agents for the seller and buyer or principals, or to underwriters who acquire common shares for their own account and resell them in one or more transactions. Such broker-dealers or underwriters may receive compensation in the form of discounts, concessions, or commissions from the selling shareholders and/or the purchasers of the common shares covered by this prospectus for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions) and such discounts, concessions, or commissions may be allowed or re-allowed or paid to dealers. Any public offering price and any discounts or concessions allowed or paid to dealers may be changed at different times.

The selling shareholders and any broker-dealers that participate with the selling shareholders or third parties to derivative transactions in the sale of the common shares covered by this prospectus may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by such broker-dealers and any profit on the resale of the common shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act.

We will make copies of this prospectus available to the selling shareholders and have informed them of their obligation to deliver copies of this prospectus to purchasers at or before the time of any sale of the common shares.

The selling shareholders also may resell all or a portion of their common shares in open market transactions in reliance upon Rule 144 under the Securities Act, or any other available exemption from required registration under the Securities Act, provided they meet the criteria and conform to the requirements of such exemption.

We will file supplements to this prospectus as required by item 508 of Regulation S-K to the extent applicable.

The selling shareholders are not restricted as to the price or prices at which they may sell their common shares. Sales of such common shares may have an adverse effect on the market price of the securities, including the market price of the common shares. Moreover, the selling shareholders are not restricted as to the number of common shares that may be sold at any time, and it is possible that a significant number of common shares could be sold at the same time, which may have an adverse effect on the market price of the common shares.

We and the selling shareholders may agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of the common shares against certain liabilities, including liabilities arising under the Securities Act.

Exhibit B

Holder	Notice Address
Hellman & Friedman Capital Partners V (Cayman), L.P.	Address for notices(1): c/o Walkers SPV Limited Walker House, Mary Street, PO Box 908GT George Town, Grand Cayman, Cayman Islands	with a copy to: Simpson Thacher & Bartlett LLP 2550 Hanover Street Palo Alto, CA 94304 USA Attention: William Brentani Facsimile No.: (650) 251-5002 E-mail: wbrentani@stblaw.com



Hellman & Friedman Capital Partners V (Cayman Parallel), L.P.
	with a copy to:
Hellman & Friedman Capital Associates V (Cayman), L.P.	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	and 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

(1) One notice address for all Holders under this Agreement (which are all entities of the same PE fund).

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