Exhibit
10.1

      


      AMENDMENT
TO CONFIRMATION

      


      THIS AMENDMENT (this “Amendment”) is made as of July
31, 2008 between Citibank, N.A. (“Citibank”) and PartnerRe
Ltd. (“Counterparty”).

      


      WHEREAS, Citibank and Counterparty are
parties to a Confirmation dated as of October 25, 2005 (the “Confirmation”), evidencing the
transaction with the Transaction Reference Number E05-01958 to
E05-01997;

      


      WHEREAS, the parties wish to amend the
Confirmation on the terms and conditions set forth in this
Amendment;

      


      NOW, THEREFORE, in consideration of
their mutual covenants herein contained, the parties hereto agree as
follows:

      


      Section 1.  Terms Used but Not Defined
Herein.  Capitalized terms used but not defined herein shall
have the respective meanings given to them in the Confirmation.

      


      Section 2.  Amendment to the
Confirmation.  The Transaction shall be split into two
Transactions (the “2008 Transaction” and the “2010 Transaction”, respectively),
each with terms identical to those of the original Transaction, except
that:

      


      
        
          	
                	
                  (a) 

                	
                  The
      Number of Shares in the aggregate for all Tranches of each of the 2008
      Transaction and the 2010 Transaction shall be
  3,366,295.

                


        

      

      


      
        
          	
                	
                  (b) 

                	
                  Section
      14(d) of the Confirmation and Section 9(d) of Annex A to the Confirmation
      shall be amended for each of the 2008 Transaction and the 2010 Transaction
      by replacing the number 10,000,000 therein with the number
      5,000,000.

                


        

      

      


      
        
          	
                	
                  (c) 

                	
                  The
      following amendments shall be applicable only with respect to the 2010
      Transaction:

                


        

      

      


      (i)           The
“Forward Cap Price” under Section 3 of the Confirmation shall be
USD84.51.

      


      
        	
                 
      

              	
                (ii)

              	
                The
      “Periodic Payment Dates” under Section 4 of the Confirmation shall be
      amended by (i) adding the punctuation “,” immediately after the date “July
      28, 2008” in the fourth line thereof and (ii) replacing the phrase “and
      September 25, 2008” in the fourth and fifth lines thereof with the phrase
      “October 27, 2008, January 26, 2009, April 27, 2009, July 27, 2009,
      October 26, 2009, January 25, 2010 and April 26,
  2010”.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                The
      “Valuation Date” under Section 5 of the Confirmation shall be amended by
      replacing the date “September 26, 2008” in the first
      line thereof with the date “April 28,
  2010”.

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                The
      “Final Disruption Date” under Section 5 of the Confirmation shall be July
      16, 2010.

              


      

      


      
        	
                 
      

              	
                (v)

              	
                The
      second introductory paragraph under Annex A to the Confirmation shall be
      amended by adding the phrase “, as amended from time to time” immediately
      after the parenthetical “(“Citibank”)” in
      the third line thereof.

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                The
      “Final Disruption Date” under Section 2 of Annex A to the Confirmation
      shall be August 25, 2010.

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                The
      first introductory paragraph under Annex B to the Confirmation shall be
      amended by adding the phrase “, as amended from time to time,” immediately
      after the parenthetical “(“Pledgor”)” in the third line
      thereof.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  (d) 

                	
                  For
      the avoidance of doubt, all references in the Confirmation to the
      “Transaction” shall be deemed to be references to each of the 2008
      Transaction and the 2010 Transaction as the context
    requires.

                


        

      

      


      Section 3.  Payment.  On
September 25, 2008, Counterparty shall pay Citibank an amount equal to
USD87,850.

      


      Section 4.  Representations.  Each
of the parties hereto represents that (i) it has all necessary corporate power
and authority to execute, deliver and perform its obligations contemplated by
this Amendment, (ii) such execution, delivery and performance have been duly
authorized by all necessary corporate action, and this Amendment has been duly
and validly executed and delivered and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms hereunder, and
(iii) this Amendment will not conflict with any agreement or instrument to which
it or any of its subsidiaries is a party or by which it or any of its
subsidiaries is bound.

      


      Section 5.  Effectiveness.  This
Amendment shall become effective upon execution by the parties
hereto.

      


      Section 6.  Counterparts.  This
Amendment may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if all of the signatures thereto and hereto
were upon the same instrument.

      


      Section 7.  Governing
Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE
OF LAW DOCTRINE. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL
MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND
ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

      


      Section 8.  Waiver of Trial by
Jury.  EACH OF COUNTERPARTY AND CITIBANK HEREBY IRREVOCABLY
WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON
BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AMENDMENT OR THE ACTIONS OF CITIBANK OR ITS AFFILIATES IN THE
NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

      


      Section 9.  Effectiveness of
Confirmation.  Except as amended hereby, all the terms of the
Confirmation shall remain and continue in full force and effect and are hereby
confirmed in all respects.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN WITNESS
WHEREOF, the parties have signed this Amendment as of the date and year first
above written.

      


      
        	 
      	
                PARTNERRE
      LTD.

              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	
                /s/ Albert Benchimol

              	 
	 
      	
                Name:

              	
                Albert
      Benchimol

              	 
	 
      	
                Title:

              	
                EVP
      & Chief Financial Officer

              	 


      

      


       

      
        	
                Agreed
      and accepted by:

              
	 
	
                CITIBANK,
      N.A.

              
	 
	 
	 
      	 
      
	
                By:

              	
                /s/ Herman
      Hirsch                       

              
	
                Authorized
      Signatory