Exhibit
10.1

     

    SECOND
AMENDMENT TO

    LOAN
AGREEMENT

    


    THIS SECOND AMENDMENT (this “Second Amendment”) is made as
of January 8, 2009 among PartnerRe Ltd., as Borrower, Citibank, N.A., as
Administrative Agent, and Citibank, N.A., as Lender.

    


    WHEREAS, the Borrower, the
Administrative Agent and the Lender are parties to a loan agreement dated as of
October 25, 2005 (the “Loan
Agreement”);

    


    WHEREAS, the Borrower, the
Administrative Agent and the Lender are parties to an Amendment to the Loan
Agreement dated as of July 31, 2008 (the “First
Amendment”);

    


    WHEREAS, the Borrower, for value
received, executed and issued a $400,000,000 promissory note to the Lender dated
October 31, 2005 pursuant to the Loan Agreement (the “Original Note”);

    


    WHEREAS, the Original Note was tendered
by the Lender to the Borrower for cancellation in exchange for two (2)
$200,000,000 promissory notes dated July 31, 2008 pursuant to the First
Amendment (the “Existing
Notes”);

    


    WHEREAS, the Borrower, the
Administrative Agent and the Lender wish to amend the Loan Agreement on the
terms and conditions set forth in this Second Amendment;

    


    NOW, THEREFORE, in consideration of
their mutual covenants herein contained, the Borrower, the Administrative Agent
and the Lender hereto agree as follows:

    


    Section 1. Terms Used but Not Defined
Herein. Capitalized terms used but not defined herein, except for the
term “Lender”, shall have the respective meanings given to them in the Loan
Agreement or the First Amendment and the term “Lender” shall have the meaning
given to it in the Existing Notes.

    


    Section 2. Second Amendment to the Loan
Agreement.  Section 2.3 of the Loan Agreement is hereby amended
and replaced in its entirety with the following:

    


    “2.3  Prepayment of
Advance.  This is not a demand loan, and subject to the rights
of the Lenders under Section 6.1 if an Event of Default shall have occurred and
be continuing, no Lender shall have any right to demand payment of the principal
hereof prior to the Maturity Date.

    


    (a) The
Borrower shall have the right to prepay at its option the 2008 Advance in whole
or in part (a “Prepayment”) ,without penalty,
upon three (3) Business Day’s written or fax notice.  All Prepayments
will be accompanied by payment of accrued and unpaid interest on the Prepayment
amount to, but not including, the date of the Prepayment.

    


    (b) The
Borrower shall not have the right to prepay at its option the 2010 Advance in
whole or in part.”

    


    Section 3.  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 Second Amendment, (ii) such execution, delivery and performance have been
duly authorized by all necessary corporate action, and this Second 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 Second 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 4.  Effectiveness.  This
Second Amendment shall become effective upon execution by the parties
hereto.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Section 5.  Counterparts.  This
Second 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 6.  Governing
Law.  This Second Amendment shall be governed by, and construed
in accordance with, the law of the State of New York.  The Borrower
hereby submits to the nonexclusive jurisdiction of the United States District
Court for the Southern District of New York and of any New York state court
sitting in New York County for the purposes of all legal proceedings arising out
of or relating to this Second Amendment or the transactions contemplated in this
Second Amendment, the Loan Agreement and the Notes. The Borrower irrevocably
waives, to the fullest extent permitted by applicable law, any objection that it
may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.  The Borrower hereby
irrevocably designates, appoints and empowers the Service of Process Agent, as
its designee, appointee and agent to receive, accept and acknowledge for and on
its behalf, and in respect of its property, service of any and all legal
process, summons, notices and documents which may be served in any such action
or proceeding referred to in this Section 7.  If for any reason such
designee, appointee and agent shall cease to be available to act as such, the
Borrower agrees to designate a new designee, appointee and agent on the terms
and for the purposes of this provision reasonably satisfactory to the
Administrative Agent.

    


    Section 7.  Waiver of Trial by
Jury.  EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND
AMENDMENT OR THE TRANSACTIONS CONTEMPLATED IN THIS SECOND AMENDMENT, THE LOAN
AGREEMENT AND THE NOTES.

    


    Section 8.  Effectiveness of the Loan
Agreement and the Notes.  Except as amended hereby, all the
terms of the Loan Agreement and the Notes shall remain and continue in full
force and effect and are hereby confirmed in all respects.

     

     

    
      
         

      

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


     

    
      	      
              PARTNERRE
      LTD.

            	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Amanda
      R. Sodergren	 
	 	Name:	      
              Amanda
      R. Sodergren

            	 
	 	Title:	      
              Chief
      Legal Counsel

            	 


    

     

    Agreed and
accepted by:

    


    CITIBANK,
N.A.

    as
Administrative Agent

     

    
       

      
        	By:	/s/ Herman
      Hirsch	 


      

       

    

     

    CITIBANK,
N.A.

    as
Lender

     

    
      
         

        
          	By:	/s/ Herman
      Hirsch	 


        

         

         

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