SECURITIES PURCHASE AGREEMENT

  relating to the purchase and sale

of

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SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) dated as of July 17, 2009 between:

(i)  PartnerRe Ltd., a Bermuda exempted company (“ Parent ”), on the one hand; and

(ii)   each owner of Company Shares (as defined below) that has executed and delivered to Parent a signature page hereto that has been accepted and agreed to by Parent as provided herein (each, “ Seller ”), on the other hand (it being expressly understood that this Agreement shall not constitute an agreement between Seller and any other seller of Company Shares and that Seller shall solely be a party to this Agreement with Parent to the same extent as though Parent and Seller were the sole signatories to this Agreement).

WHEREAS, Parent intends to consummate, through a wholly-owned subsidiary organized either as a Swiss GmbH or a Swiss Aktiengesellschaft (“ Purchaser ”), a series of transactions in order to acquire PARIS RE Holdings Limited, a Swiss corporation (the “ Company ”);

WHEREAS, as the first step in acquiring the Company, Parent and certain shareholders of the Company (the “ Majority Block Shareholders ”) have entered into a Securities Purchase Agreement dated as of July 4, 2009 (the “ Majority Block Purchase Agreement ”), pursuant to which Parent shall cause Purchaser to   purchase all of the Company Shares and Company Warrants (as defined below) owned by such Majority Block Shareholders;

WHEREAS, on the same date that Parent entered into the Majority Block Purchase Agreement, Parent entered into five separate unconditional Securities Purchase Agreements with certain shareholders of the Company, pursuant to which Parent purchased all or a portion of the Company Shares owned by such shareholders, totaling approximately 6% of the outstanding Company Shares in the aggregate;

WHEREAS, Parent also desires to cause Purchaser to purchase (the “ Purchase ”) all of the Company Shares owned by Seller as specified on its signature page hereto, and Seller, as the owner of such Company Shares, desires to sell such Company Shares to Purchaser, upon the terms and subject to the conditions of this Agreement;

WHEREAS, upon the consummation of the transactions contemplated by the Majority Block Purchase Agreement and this Agreement, Parent intends to

The parties hereto agree as follows:

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

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided that (i) none of the Company or any of its Subsidiaries shall be   considered an Affiliate of Seller or any of its Affiliates (other than the Company and its Subsidiaries) and (ii) none of Seller or any of its Affiliates (other than the Company and its Subsidiaries) shall be considered an Affiliate of the Company or any of its Subsidiaries.

“ AMF ” means the Autorité des Marchés Financiers.

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

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

“ Charter Amendment ” shall have the meaning given to such term in the Transaction Agreement, as such agreement is in effect as of the execution date thereof.

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

“ Closing Date ” means the date of the Closing.

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

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

“ FINMA ” means the Swiss Financial Supervisory Market Authority.

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

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

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

“ Material Adverse Effect ” shall have the meaning given to such term in the Transaction Agreement as such agreement is in effect as of the execution date thereof.

“ Merger ” shall have the meaning given to such term in the Transaction Agreement as such agreement is in effect as of the execution date thereof.

“ 1933 Act ” means the Securities Act of 1933, as amended.

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended.

“ Offer ” shall have the meaning given to such term in the Transaction Agreement as such agreement is in effect as of the execution date thereof.

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

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

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

“ Share Capital Repayment ” shall have the meaning given to such term in the Transaction Agreement as such agreement is in effect as of the execution date thereof.

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

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

(b) To the extent that any adjustment is made to the Per Share Consideration pursuant to Section 2.06(d) of the Transaction Agreement, the amount listed opposite “Parent Shares To Be Issued” on Seller’s signature page hereto shall be adjusted accordingly to give effect to such adjustment.

(a)   Purchaser shall deliver to Seller certificates evidencing the aggregate number of Parent Shares set forth opposite “Parent Shares To Be Issued” on Seller’s signature page hereto, in definitive form and registered in the name of Seller;

(b)   Seller shall cause its share account or accounts ( compte titres ) where Seller’s Company Shares are held to be debited by the number of Company Shares set forth opposite “Company Shares Owned” on Seller’s signature page

(c) Solely to the extent the Share Capital Repayment is not paid in full immediately prior to the Closing pursuant to Section 9.03(b) of the Transaction Agreement, Purchaser shall deliver to Seller a Parent Note having an aggregate principal amount denominated in CHF equal to (i) the difference between (x) CHF 4.17 and (y) any per share payment of the Share Capital Repayment made prior to Closing pursuant to Section 9.03(b)(ii) of the Transaction Agreement times (ii) the number of Company Shares set forth opposite “Company Shares   Owned” on Seller’s signature page hereto, which maximum aggregate principal amount is set forth opposite “Maximum Aggregate Principal Amount of Notes” on Seller’s signature page hereto.

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

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

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

any similar transaction or (E) any other action effected with the prior written consent of Parent, in the case of the Company, or the Company, in the case of Parent, or

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

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

Section 2.06 . Legends.   (a) Any certificate representing Parent Shares   issued to Seller hereunder 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.

Seller represents and warrants to Parent as of the date Seller’s signature page hereto is accepted and agreed to by Parent and as of the Closing that:

Section 3.03 . Governmental Authorization.   The execution, delivery and   performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby require no action by or in respect of, or filing with or notifications to, any Governmental Authority, other than compliance with any other applicable requirements of the 1933 Act or the 1934 Act, with only such exceptions that, individually or in the aggregate, would not reasonably be expected to adversely affect Seller’s ability to consummate the transactions contemplated by this Agreement to be consummated by it.

Section 3.04 . Noncontravention.   The execution, delivery and   performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby do not and will not (i) if Seller is not an individual, contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws or other similar organizational documents of Seller, (ii) assuming compliance with the matters referred to in Section 3.03, contravene, conflict with, or result in a violation or breach of any provision of any Applicable Law, (iii) assuming compliance with the matters referred to in Section 3.03, require any consent or other action by any

Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Seller or any of its Affiliates is entitled under, any provision of any agreement or other instrument binding upon Seller or any of its Affiliates, or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Seller or any of its Affiliates or (iv) result in the creation or imposition of any Lien on any asset of Seller or any of its Affiliates, with only such exceptions, in the case of each of clauses (ii) through (iv), that, individually or in the aggregate, would not reasonably be expected to adversely affect Seller’s ability to consummate the transactions contemplated by this Agreement to be consummated by it.

Section 3.05 . Ownership of Company Shares.   Seller is the owner of the   Company Shares set forth opposite “Company Shares Owned” on Seller’s signature page hereto, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Company Shares), and will transfer and deliver to Purchaser at the Closing valid title to such Company Shares free and clear of any Lien and any such limitation or restriction.

Section 3.07 .   Investment Purpose; Inspections; No Other   Representations. (a) The Parent Shares to be acquired by Seller pursuant to this   Agreement are being acquired for Seller’s own account for investment and without a view to the public distribution of such Parent Shares or any interest therein. Seller acknowledges that the Parent Shares being acquired pursuant to this Agreement have not been registered under the 1933 Act or under the securities laws of any state or non-U.S. jurisdiction and may not be sold or transferred without compliance with applicable federal, state or non-U.S. securities laws, pursuant to registration or exemption therefrom.

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

(d)   Except as otherwise indicated on Seller’s signature page hereto, Seller is an “Accredited Investor” as such term is defined in Regulation D under the 1933 Act.

(e)   Seller acknowledges and agrees that Parent has furnished Seller prior to the execution and delivery by Seller of its signature page hereto with the information required by Rule 502(b)(2)(ii) under the 1933 Act and Seller has reviewed and understands such information.

(f)   Except for the representations and warranties of Seller contained in this Agreement, Seller makes no other representation or warranty in connection with, arising out of or relating to the transactions contemplated by this Agreement, the Majority Block Purchase Agreement and the Transaction Agreement, express or implied, and Seller hereby disclaims, and Parent and Purchaser may not rely on, any such other representation or warranty, notwithstanding the delivery or disclosure to Parent, Purchaser or any of their respective Affiliates or any other Person of any documentation or other information by Seller or any of its officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“ Representatives ”) or any other Person with respect to any of such matters, in each case except in the case of fraud or intentional misrepresentation.

Section 3.08 . Finders’ Fees.   There is no investment banker, broker,   finder, attorney, tax advisor, actuarial advisor, accountant or other intermediary or advisor that has been retained by or is authorized to act on behalf of Seller who might be entitled to any fee or commission from the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

Except as disclosed in any Parent SEC Document (as defined in the Transaction Agreement) filed after December 31, 2008 and before the date of this Agreement, Parent represents and warrants to Seller as of the date Seller’s signature page hereto is accepted and agreed to by Parent and as of the Closing that:

execution and delivery hereof by Purchaser pursuant to Section 7.01, constitute a valid and binding agreement of Purchaser, enforceable against Parent and Purchaser in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

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