INVESTOR AGREEMENT

EXECUTION COPY

PAGE

Schedule A     List of Shareholders

AGREEMENT dated as of [●] 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 ”).

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:

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

“ 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.

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

¹ Bracketed language to be inserted into New Mountain Investor Agreement.

“ 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.

“ 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.

“ 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.

“ 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 consummation of the Offer (as such term is defined in the Transaction Agreement) and (B) May 31, 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.

“ 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,

“ 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:

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.

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.

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][BOOK ENTRY] 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][BOOK ENTRY] ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN AN INVESTOR AGREEMENT DATED AS OF JULY 4, 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).

(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 distribu