REGISTRATION RIGHTS AGREEMENT

Exhibit 2.4

REGISTRATION RIGHTS AGREEMENT

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

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

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

W I T N E S S E T H:

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

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

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

The parties hereto agree as follows:

ARTICLE 1

Definitions

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

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

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

“ Commission ” means the Securities and Exchange Commission.

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

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

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

“ Closing Date ” means the date of the Closing.

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

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

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

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

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

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

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

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

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

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

“ 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: