Exhibit 10.1 

CAPITAL MANAGEMENT MAINTENANCE AGREEMENT


  BETWEEN 


  PARTNERRE LTD. 

(Pembroke, Bermuda)

AND


  PARTNERRE IRELAND INSURANCE LIMITED (Dublin, Ireland) 

AND


  PARTNERRE HOLDINGS IRELAND LIMITED. (Dublin, Ireland) 


  This Capital Management
  Maintenance Agreement (“Agreement”),
  effective 27 July 2005, is entered into by and between PARTNERRE LTD. (“PRE”),
  a company incorporated under the laws of Bermuda, with its principal place
  of business located at Chesney House, 96 Pitts Bay Road, Pembroke HM 08 Bermuda,
  its subsidiary, PARTNERRE HOLDINGS IRELAND LIMITED, (the “Holding Company”) and the Holding Company’s
  subsidiary PARTNERRE IRELAND INSURANCE LIMITED. (“PRIIL”),
  an insurance company domiciled in Dublin, Ireland, with principal offices located
at Ground Floor, 7 Exchange Place, IFSC, Dublin 1, Ireland


  WITNESSETH:


       WHEREAS, PRE is the ultimate beneficial owner of 100% of the outstanding common stock of PRIIL; 


       WHEREAS, Holding Company is the immediate owner of 100% of the outstanding common stock of PRIIL; 


       WHEREAS,
  PRIIL has issued and intends to issue insurance contracts (“Contracts”)
to third parties; 


       WHEREAS, PRIIL depends, in part, on favorable consideration from insurance buyers, who place great emphasis on the financial solidity of insurers; 


       WHEREAS, PRE wishes to provide certain assurances with respect to the maintenance of the net worth of PRIIL; 


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       WHEREAS, PRE and PRIIL desire to take certain actions to enhance and maintain the financial condition of PRIIL as hereinafter set forth in order to enable PRIIL to issue
such Contracts; and 


       WHEREAS, PRE, Holding Company and PRIIL are companies regulated in the public interest by governmental agencies in their respective domiciles; 


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



       1. NET WORTH. PRE agrees that it
shall financially support PRIIL as provided herein during the term of this Agreement, and each year thereafter in which this Agreement is in effect, to enable PRIIL to maintain surplus as regards policyholders equal to 200% of the minimum Solvency
Margin (defined below) as calculated for the current calendar year in which this Agreement is in effect.


       2. ANNUAL CALCULATION. Prior to December 31st of
  each calendar year in which this Agreement is in effect, PRIIL shall calculate
  its surplus levels as regards policy holders (the “Annual Calculation”) and shall further calculate the solvency margin as required by the
Irish Financial Services Regulatory Authority according to the rules set out by the European Communities (Non-Life Insurance) Framework Regulations, 1994 (S.I. No. 359 of 1994) (the “Solvency Margin”) 


       In the event
  that the Annual Calculation is less than 200% of the Solvency Margin, PRE or
  one of its designated subsidiaries within the PartnerRe Group shall make a
  contribution (“Contribution”) to the Holding Company’s capital to the extent necessary to increase PRIIL’s
  surplus as provided in Article 1 herein. PRE or such designated subsidiary
  will make such Contribution within ninety (90) days after the determination
  that the Annual Calculation is less than 200% of the Solvency Margin and proper
notice has been provided to PRE. 


       3. CONSIDERATION.
  In consideration for any Contribution made by PRE or one of its designated
  subsidiaries (hereinafter to referred as the “Contributing
Party”) under Article 2 herein, the Holding Company shall issue to such Contributing Party, at the time such Contribution is made, shares of its common stock which shall be equal in value to such Contribution made, subject to the appropriate
approval from the Holding Company’s Board of Directors and Shareholders
as applicable.


       The
  shares of common stock issued by the Holding Company in consideration for any
  Contribution made, shall be valued at the fair market value of the Holding
Company at the time such Contribution is made. 


       4. AGGREGATE LIMIT.  The sum of all Contributions made by PRE or any of its designated subsidiaries under this Agreement shall in aggregate not exceed a total of $100
million during the entire period in which this Agreement is in effect. 


       5.  WAIVERS.  PRE hereby waives any failure or delay on the part of PRIIL or the Holding Company in
asserting or enforcing any of its rights or in making any claims or demands hereunder. 


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       6. TERMINATION; AMENDMENT.
  Notwithstanding any provision to the contrary pursuant to this Agreement, this
  Agreement shall continue in full force and effect until the earlier of: (i)
  mutual agreement is reached between the parties to terminate the Agreement;
  (ii) PRE or any of its designated subsidiaries contributes to PRIIL the full
  Aggregate Limit as provided in Article 4 herein; or (iii) PRE terminates this
  Agreement immediately upon written notice to the Holding Company and PRIIL
  in the event of the sale or transfer of a majority of either the Holding Company
or PRIIL’s stock to an entity not affiliated with PRE. 


       This
  Agreement may be amended at any time by written amendment or agreement signed
by all of the parties hereto.


       In the event
  PRE decides to either amend or terminate this Agreement as provided herein,
  PRE shall provide written notice to the Holding Company’s and PRIIL’s
Compliance Manager within ten (10) days, at the address set forth below: 


       7. NOTICES.  Any notice, instruction, request, consent, demand, or other communication required or contemplated by this Agreement shall be communicated in writing, and
addressed as follows: 

	
      If to PRE :
		 
		
      PartnerRe Ltd.
	
	

		 
		
      Chesney House
	
	

		 
		
      96 Pitts Bay Road
	
	

		 
		
      Pembroke HM 08
	
	

		 
		
      Bermuda
	





	
      If to PRIIL /
		 
		
      PartnerRe Ireland Insurance Limited
	
	
      Holding Company
		 
		
      Ground Floor
	
	

		 
		
      7 Exchange Place
	
	

		 
		
      IFSC
	
	

		 
		
      Dublin 1, Ireland
	






       8.  ARBITRATION.  All unresolved differences of opinion or all and any disputes between PRE, Holding Company
and PRIIL including its formation and validity, shall be submitted to arbitration. The seat of the arbitration shall be Bermuda. The governing law of the arbitration shall be Bermuda.  The arbitration shall be conducted in accordance with The
Bermuda International Conciliation and Arbitration Act 1993. 


       In
  the event that the parties cannot agree on the appointment of arbitrators,
  who shall be persons with not less than ten years' experience of insurance
  or reinsurance as persons engaged in the industry itself (including those who
have retired) or as lawyers or other professional


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  advisers, the arbitrators shall be appointed by the nominating committee for the time being of the Chartered Institute of Arbitrators Bermuda Branch. 


  9. GOVERNING LAW. This Agreement shall be governed by the laws of Bermuda. 


  PartnerRe Ltd.

 

	
      By:

    
	

	
      Name:

    
	

	
      Title:

    
	







  PartnerRe Ireland Insurance Limited 

 

	
      By:

    	
	

	
      Name:

    	
	

	
      Title:

    
	







  PartnerRe Holdings Ireland Limited. 

 

	
      By:

    
	

	
      Name:

    
	

	
      Title:

    
	







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