Exhibit
10.1

     

    
      EXECUTIVE
EMPLOYMENT AGREEMENT

       

      EMPLOYMENT AGREEMENT (this “Agreement”) by and between  Partner Reinsurance Company
of the U.S. , a company incorporated under the laws
of Delaware (the “Company”), and Theodore C. Walker (the
“Executive”).

       

      W I T N E S
S E T H:

       

      WHEREAS, the Company desires to
memorialize the terms of employment of the Executive as President and Chief Executive Officer of the Company; and

       

      WHEREAS, the Executive is willing to
serve the Company on the terms and conditions herein
provided.

       

      NOW, THEREFORE, in consideration of the
foregoing and of the mutual promises and covenants herein contained, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

       

       1.           EMPLOYMENT

       

      The Company agrees to employ the
Executive and the Executive agrees to serve  the Company on the terms
and conditions set forth herein.

       

       2.           EFFECTIVE
DATE

       

      This
Agreement shall be effective, and the Executive’s employment as contemplated
hereunder shall commence, as of January 1, 2009 (the “Effective Date”).

       

       3.           POSITION AND
DUTIES

       

      
        	
                 
      

              	
                (a)

              	
                The
      Executive shall serve as President and Chief Executive Officer of Partner
      Reinsurance Company of the U.S. and shall report initially to the Deputy
      Chairman of Partner Reinsurance Company of the U.S. and thereafter, to the
      Chief Executive Officer of PartnerRe Ltd. (the “CEO”). The Executive
      shall perform such duties and exercise such supervision and powers over
      and with regard to the business of the Company as are consistent with such
      positions, as well as such other reasonable duties and services consistent
      with such position with a multi-national reinsurance company and as may be
      prescribed from time to time by the CEO. The Executive’s performance of
      any duties and responsibilities shall be conducted in a manner consistent
      with all Company policies and any other reasonable guidelines provided to
      the Executive by the CEO.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Except
      during customary vacation periods and periods of illness, the Executive
      shall, during his employment hereunder, devote substantially his full
      business time and attention to the performance of services for the
      Company. The Company hereby acknowledges that the Executive shall be
      permitted to devote a reasonable amount of his business time, consistent
      with his duties to the Company and with


              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	the
      prior consent of the CEO, to (a) the management of personal and family
      investments, (b) serving on the board of directors and/or acting as an
      officer of any not-for-profit entities that are not engaged in businesses
      similar to the Company or (c) serving on the board of directors of any
      private or public companies that are not engaged in businesses similar to
      the Company; provided
      that such activities do not materially affect the duties of the
      Executive


      

       

       4.           PLACE OF
PERFORMANCE

       

      In connection with the
Executive’s employment by the Company, the
Executive shall generally perform his duties in Greenwich, Connecticut, except for reasonably necessary travel on
business and in connection with the performance of his duties hereunder, or may
perform his duties hereunder at such places as are mutually agreed upon with the
CEO.

       

       5.           COMPENSATION
AND RELATED MATTERS

       

      
        
          	
                	
                  (a)

                	
                  Base Salary.
      During
      the term of this Agreement, the Company shall pay to the Executive a base
      salary at an aggregate initial rate as further detailed in the attached
      Schedule, which shall be approved by the Compensation Committee of
      PartnerRe Ltd.’s Board of Directors (the “Compensation Committee”)
      (which salary, as adjusted from time to time, is referred to herein as
      “Base Salary”).
      The Base Salary shall be paid in equal installments in accordance with
      normal payroll practices of the Company but not less frequently than
      bi-monthly. Base Salary may be increased (but not decreased) annually at
      the discretion of the Compensation Committee. Base Salary payments
      (including any increased Base Salary payments) hereunder shall not in any
      way limit or reduce any other obligation of the Company hereunder, and no
      other compensation, benefit or payment hereunder shall in any way limit or
      reduce the obligation of the Company to pay the Executive’s Base Salary
      hereunder.

                


        

      

       

      
        	
                 
      

              	
                (b)

              	
                Annual Incentive.
      During the term of the Executive’s employment hereunder, the
      Executive will be eligible to receive annual incentive compensation in an
      amount for PartnerRe’s fiscal year determined in the sole discretion of
      the Compensation Committee in accordance with PartnerRe’s Annual Incentive
      Guidelines (the “Annual
      Incentive”). The Executive’s target Annual Incentive as a
      percentage of his Base Salary is set forth on the attached Schedule (the
      “Target Annual
      Incentive”).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Equity.
      The
      Executive will be
      eligible to participate in the equity plans of PartnerRe Ltd. (the “Plans”). The Executive shall receive
      equity awards at the sole discretion of the Compensation Committee and in accordance with, and subject to,
      the terms of the Plans and any agreement executed by the Executive in
      connection therewith (any such agreement, an “Equity Award
      Agreement”).

              


      

       

       

      
        
          
          

        

        
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                (d)

              	
                Expenses.  During
      the term of this Agreement, the Executive shall be entitled to receive
      prompt reimbursement from the Company of all reasonable expenses incurred
      by the Executive in promoting the business of  the Company and
      in performing services hereunder, including all expenses of travel and
      entertainment and living expenses while away from home on business or at
      the request of, or in the service of the Company; provided that such
      expenses are incurred and accounted for in accordance with the policies
      and procedures established by the Company, as applicable, from time to
      time.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Benefit
      Plans.  During the term of this Agreement, the Executive
      shall be eligible to participate in all of the applicable benefit plans
      and perquisite programs of  the Company that are available to
      other executives of  the Company, as applicable, on the same
      terms as such other executives (“Benefit
      Plans”).  The Company may at any time or from time to
      time amend, modify, suspend or terminate any employee benefit plan,
      program or arrangement so long as such amendment, modification, suspension
      or termination affects all executives similarly. A list of the current
      Benefit Plans, in which the Executive is eligible to participate is set
      forth on the attached Schedule.

              


      

      


       6.           TERMINATION

       

      The Executive’s employment hereunder may
be terminated under the following circumstances, subject to the effective
Date of
Termination described in
Section 6(e) hereof:

       

      (a)           Death, Disability or
Retirement.

       

      
        	
              	
                (i)  

              	
                The
      Executive’s employment hereunder shall terminate upon his
      death.

              


      

       

      
        	
              	
                (ii)  

              	
                If
      the Executive shall have qualified for long-term disability benefits under
      any long-term disability insurance arrangement in which he is
      participating, then the Company may at any time after the date of such
      qualification, give to the Executive a Notice of Termination (as defined
      in Section 6(d) hereof) and the Executive’s employment hereunder shall
      terminate on the Date of Termination described in Section 6(e)
      hereof.

              


      

       

      
        	
              	
                (iii)  

              	
                The
      Executive’s employment hereunder shall terminate upon his retirement.
      Retirement shall be defined by the policy in place in the Executive’s
      country of employment in the year of his
  retirement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Termination by the
      Company.  The Company may terminate the Executive’s
      employment hereunder (i) for Cause at any time or (ii) without Cause by
      providing twelve months’ prior written notice to the Executive. For the
      purposes of this Agreement, the Company shall have “Cause” to terminate the
      Executive’s employment hereunder upon (A) the engaging by the Executive in
      serious 

              


      

       

       

      
        
          
          

        

        
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        	 	 	negligence
      or willful misconduct which is demonstrably injurious to  its
      subsidiaries on a consolidated basis; provided that the Board
      of Directors of PartnerRe Ltd. (the “Board”) has provided the
      Executive with written notice identifying the act or acts said to
      constitute Cause and opportunity to cure the deficiency within 30 days
      after receipt of such notice, or (B) willful and intentional failure to
      comply in all material respects with the direction of the CEO or the
      Board, after written notice and the opportunity to correct, or (C) the
      willful and intentional material breach of this Agreement, or (D) the
      conviction, a plea of guilty or a plea of no contest of the Executive for
      a serious criminal act. For purposes of this paragraph, no act, or failure
      to act, on the Executive’s part shall be considered “willful” unless done,
      or omitted to be done, by him not in good faith and without reasonable
      belief that his action or omission was in the best interest of the
      Company.


      

       

      
        	
                 
      

              	
                (c)

              	
                Termination by the
      Executive.  The Executive may terminate his employment
      hereunder (i) with Good Reason at any time or (ii) without Good Reason by
      providing twelve months’ prior written notice to the Company. For purposes
      of this Agreement, “Good
      Reason” shall mean (A) a failure by the Company to comply with any
      material provision of this Agreement, (B) the assignment to the Executive
      by  the Company of duties inconsistent in a material adverse
      respect with the Executive’s position, authority, duties or
      responsibilities with  the Company, as applicable, as in effect
      immediately after the date of execution of this Agreement including, but
      not limited to, any reduction whatsoever in such position, authority,
      duties, responsibilities or status, or a change in the Executive’s titles
      as then in effect, except in connection with the termination of his
      employment on account of his death, disability, or for Cause, (C) without
      the Executive’s prior written consent, any reduction in Base Salary or
      benefits, except for a reduction in benefits that applies uniformly to all
      similarly-situated executives, (D) any other material change in the
      conditions of employment or (E) any purported termination of the
      Executive’s employment by the Company which is not effected pursuant to a
      Notice of Termination satisfying the requirements of Section 6(d) hereof;
      provided that the
      Executive has provided the Board with written notice identifying the act
      or acts said to constitute Good Reason within 90 days of the occurrence of
      such act(s) and the opportunity to cure the deficiency within 30 days
      after receipt of such notice.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Notice of
      Termination.  Any termination of the Executive’s
      employment by the Company or by the Executive (other than for death) shall
      be communicated by written Notice of Termination to the other party
      hereto. For purposes of this Agreement, a “Notice of Termination”
      shall mean a notice which shall indicate the specific termination
      provision in this Agreement relied upon and the Date of Termination and
      shall set forth in reasonable detail the facts and circumstances, if any,
      claimed to provide a basis for termination of the Executive’s employment
      under the provision so indicated.

              


      

       

       

      
        
          
          

        

        
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                (e)

              	
                Date of
      Termination.  “Date of Termination”
      shall mean (i) if the Executive’s employment is terminated by his death,
      the date of his death, (ii) if the Executive’s employment is terminated by
      his disability pursuant to Section 6(a)(ii) hereof, the date specified in
      the Notice of Termination, (iii) if the Executive’s employment is
      terminated by the Company without Cause or by the Executive without Good
      Reason, the date specified in the Notice of Termination, which shall be
      not less than twelve months after such Notice is delivered, or (iv) if the
      Executive’s employment is terminated by the Company for Cause or if the
      Executive voluntarily terminates his employment with Good Reason, the date
      specified in the Notice of Termination, which can be
      immediate.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Payment in lieu of
      notice.  In lieu of providing Notice of Termination of
      employment in accordance with Sections 6(d) and 6(e)(iii) hereof, the
      Company may, at its discretion, pay to the Executive, on the first
      business day of the seventh month after the Date of Termination, the sum
      of his Base Salary for the notice period and an amount equal to the
      average of the Annual Incentive received by the Executive for the three
      fiscal years prior to the Date of Termination (the “Average Incentive
      Amount”), prorated based on the number of days elapsed in the
      current fiscal year as of the Date of
  Termination.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Removal from Boards and
      Positions.  If the Executive’s employment is terminated
      for any reason under this Agreement, he shall be deemed to resign (i) if a
      member, from the Board or board of directors of any subsidiary or
      affiliate of  (ii) from any position with the Company or any
      subsidiary or affiliate of PartnerRe Ltd., including, but not limited to,
      as an officer of the Company or any of its subsidiaries or
      affiliates.

              


      

      


       7.           COMPENSATION
UPON RETIREMENT

       

      In the event that the Executive’s
employment terminates by reason of retirement, the provisions of this Section 7
shall determine the Executive’s entitlement to compensation and benefits in
connection with and subsequent to such termination.

       

      If the
Executive’s employment terminates as a result of his retirement on or after
attaining retirement age, as defined by the policy in place in the Executive’s
country of employment in the year of his retirement, the Company shall pay to
the Executive, within 30 days after the Date of Termination: (i) all accrued
Base Salary and benefits through the Date of Termination (the “Accrued Benefits”),
(ii) and the Average Incentive Amount, prorated based on the number of days
elapsed in the current fiscal year as of the Date of Termination, and (iii) any
other payments or benefits that may be approved by the Board in its sole
discretion; provided
that, if at the time of such termination, any payments required under
this Section 7 are determined, in whole or in part, to constitute “nonqualified
deferred compensation” within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended (“Section 409A”), and the
Executive is a 

       

       

      
        
          
          

        

        
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      “specified
employee” as defined in Section 409A, such payments shall be paid to the
Executive on the first business day of the seventh month after the Date of
Termination. All equity awards will be treated in accordance with the terms set
forth in the Plans and Equity Award Agreements.

       

       8.           COMPENSATION
UPON TERMINATION

       

      In the event that the Executive’s
employment terminates for any reason other than pursuant to section 7, the
provisions of this Section 8 shall determine the Executive’s entitlement to
compensation and benefits in connection with and subsequent to such
termination.

       

      
        	
                 
      

              	
                (a)

              	
                If
      (i) the Company terminates the employment of the Executive for Cause or
      (ii) the Executive terminates his employment without Good Reason, the
      Company shall pay to the Executive, within 30 days after the Date of
      Termination, the Accrued Benefits through the Date of Termination, and the
      Company shall have no further obligations to the Executive after the Date
      of Termination.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      the Executive’s employment terminates due to his death or disability, the
      Company shall pay to the Executive, or his legal representative or estate,
      as the case may be, within 30 days after the Date of Termination all
      Accrued Benefits.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      the Executive’s employment terminates for any reason other than the
      reasons described in Section 7 or subsections (a) or (b) of this Section
      8, the Executive shall be entitled to the following payments and benefits:
      (i) the Accrued Benefits, paid within 30 days after the Date of
      Termination, (ii) the Average Incentive Amount, prorated based on the
      number of days elapsed in the current fiscal year as of the Date of
      Termination, paid on the first business day of the seventh month after the
      Date of Termination, (iii) an amount equal to 12 months’ Base Salary at
      the rate in effect on the Date of Termination, paid in part as a lump sum
      equal to 6 months’ Base Salary on the first business day of the seventh
      month after the Date of Termination and the remainder in equal
      installments in accordance with the Company’s normal payroll practices,
      commencing with the first payroll after the sixth month following the Date
      of Termination, (iv) an amount equal to the Average Incentive Amount,
      paid in part as a lump sum equal to 6/12ths of such Average Incentive
      Amount on the first business day of the seventh month after the Date of
      Termination and the remainder in 6 monthly installments, commencing after
      the sixth month following the Date of Termination, and (v) the Executive
      and his dependents, as applicable, shall continue to be eligible to
      participate in the Company’s health plans on the same basis as an active
      employee of the Company for the duration of the Severance Period or, if
      shorter, until the Executive becomes entitled to participate in or receive
      coverage under health plans of a subsequent
  employer.

              


      

       

       

      
        
          
          

        

        
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                (e)

              	
                Notwithstanding
      the foregoing, if the Executive’s employment terminates for any reason
      other than those reasons described in Section 7 or subsections (a) or (b)
      of this Section 8 in connection with a Change in Control as defined in
      Section 22 hereof, the provisions of Section 22 shall
    govern.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                In
      the event of the Executive’s termination of employment other than by the
      Company for Cause or due to the Executive’s death, the Executive agrees to
      execute a general release in a form acceptable to the
      Company.  The payments and provision of benefits to the
      Executive required by Section 7 or subsections (b) and (c) of this Section
      8 (other than the Accrued Benefits) shall be conditioned on the
      Executive’s delivery (and non-revocation prior to the expiration of the
      revocation period contained in the release) of such
    release.

              


      

      


      9.            
INDEMNIFICATION

       

      The Company shall indemnify the
Executive (and his legal representatives or other successors and heirs) to the
fullest extent permitted (including payment of expenses in advance of final
disposition of the proceeding) by the laws of Connecticut, as in effect at the time of the
subject act or omission; and the Executive shall be entitled to the protection
of any insurance policies the Company may elect to maintain generally for the
benefit of its directors and officers, against all costs, charges and expenses
whatsoever incurred or sustained by him or his legal representatives in
connection with any action, suit or proceeding to which he (or his legal
representatives or other successors and heirs) may be made a party by reason of
his being or having been a director, officer or Executive of the Company or any
of its subsidiaries. If any action, suit or proceeding is brought or threatened
against the Executive in respect of which indemnity may be sought against the
Company pursuant to the foregoing, the Executive shall notify the Company
promptly in writing of the institution of such action, suit or proceeding and
the Company shall assume the defense thereof and the employment of counsel and
payment of all fees and expenses, provided,
however, that if a conflict of interest exists between
the Company and the Executive such that it is not legally practicable for the
Company to assume the Executive’s defense, the Executive shall be entitled to
retain separate counsel reasonably acceptable to the Company at the
Company’s expense.

       

       10.          TAXES

       

      The Company shall deduct all taxes
required by law from all amounts payable under this
Agreement.

       

      11.           CONFIDENTIALITY

       

      Unless otherwise required by law or judicial
process, the Executive shall retain in confidence after termination of the
Executive’s employment with the Company pursuant to this Agreement all
confidential information known to the Executive concerning the Company and its
business.  This clause shall remain in effect in perpetuity or until
such 

       

       

      
        
          
          

        

        
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      confidential information is publicly
disclosed by the Company or otherwise becomes publicly disclosed other than
through the Executive’s actions. Violation by the Executive of this Section 11
will give the Company the right to immediately terminate all future severance
payments including any post termination exercise periods.

       

       12.           COVENANTS
NOT TO COMPETE OR INTERFERE

       

      In consideration of the benefits and
entitlements provided by this Agreement, the Executive agrees that, during his
employment hereunder and for the duration of the Severance Period he will not,
other than on behalf of the Company, directly or indirectly, as a sole
proprietor, agent, broker or intermediary, member of a partnership, or
stockholder, investor, officer or director of a corporation, or as an employee,
agent, associate or consultant of any person, firm or
corporation:

       

      
        	
                 
      

              	
                (a)

              	
                Solicit
      or accept business (i) from any clients of the Company or its affiliates,
      (ii) from any prospective clients whose business the Company or any of its
      affiliates is in the process of soliciting at the time of the Executive's
      termination, or (iii) from any former clients which had been doing
      business with the Company or its affiliates within one year prior to the
      Executive’s termination;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Solicit
      any employee of the Company or its affiliates to terminate such employee's
      employment with the Company; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Nothing
      contained in this Section 12 shall prohibit the Executive from making
      investments in or from serving as an officer or employee of a firm or
      corporation which is not directly or indirectly engaged in the same type
      of business as the Company.

              


      

       

      The parties acknowledge and agree that
the Executive’s breach or threatened breach of any of the restrictions set forth
in Sections 11 and 12 will result in irreparable and continuing damage to the
Company for which there may be no adequate remedy at law and that the Company
shall be entitled to equitable relief, including specific performance and
injunctive relief as remedies for any breach or threatened or attempted breach.
The Executive hereby consents to the grant of an injunction (temporary or
otherwise) against the Executive or the entry of any other court order against
the Executive prohibiting and enjoining him from violating, or directing him to
comply with any provision of Sections 11 and 12. The Executive also agrees that
such remedies shall be in addition to any and all remedies, including damages,
available to the Company against him for such breaches or threatened or
attempted breaches. The Executive acknowledges that he has received good and
valuable consideration for the obligations contained in Sections 11 and 12.
Violation by the Executive of any of the restrictions contained in Sections 11
and 12 will give the Company the right to immediately terminate all future
severance payments including any post termination exercise
periods.

       

       

      
        
          
          

        

        
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      13.           PROPERTY.

       

      The
Executive acknowledges that all originals and copies of materials, records and
documents generated by him or coming into his possession during the term of his
employment hereunder are the sole property of the Company (“Company Property”). During the
term of his employment, and at all times thereafter, the Executive shall not
remove, or cause to be removed, from the premises of  the Company,
copies of any record, file, memorandum, document, computer related information
or equipment, or any other item relating to the business of  the
Company, except in furtherance of his duties under the Agreement. When the
Executive’s employment terminates, or upon request of the Company at any time,
the Executive shall promptly deliver to the Company all copies of Company
Property in his possession or control.

      


      14.           SUCCESSORS;
BINDING AGREEMENT

       

      
        	
                 
      

              	
                (a)

              	
                This
      Agreement is personal to the Executive and without the prior written
      consent of the Company shall not be assignable by the Executive otherwise
      than by will or the laws of descent and distribution. This Agreement shall
      inure to the benefit of and be enforceable by the Executive’s legal
      representatives or heirs.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                This
      Agreement shall inure to the benefit of and be binding upon the Company
      and its successors and assigns.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Company will require any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to all or substantially all
      of the business and/or assets of the Company (a “Successor Company”) to
      assume expressly and agree to perform this Agreement in the same manner
      and to the same extent that the Company would be required to perform if no
      such succession had taken place; provided, however,
      that no such
      succession shall relieve the Company of its obligations hereunder unless
      the assumption of this Agreement by a Successor Company is approved in
      writing by the Executive.

              


      

       

       15.           NOTICE

       

      For the purposes of this Agreement,
notices, demands and all other communications provided for in the Agreement
shall be in writing and shall be deemed to have been duly given when hand
delivered or (unless otherwise specified) when mailed by registered mail, return
receipt requested, postage prepaid, addressed as follows:

       

      If to the Executive:

      At the address maintained in the
Company’s employment records.

      


       

      If to the
Company:

      PartnerRe Ltd.:

       

      
        
          
          

        

        
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      Attn:  Chief Executive
Officer

      Wellesley House

      90 Pitts Bay Road

      Pembroke  HM
08

      Bermuda

       

      or to such other address as any party
may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon
receipt.

       

      16.           GOVERNING
LAW AND JURISDICTION

       

      This
Agreement shall be governed by and construed and enforced in accordance with the
laws of Connecticut, without regard to the principles of conflict of
laws.

      


      17.           SURVIVORSHIP

       

      The respective rights and
obligations of the parties
hereunder, including, without limitation, the rights and obligations set forth
in Sections 5 through 15, 16 and 18 of this Agreement, shall survive
any termination of this
Agreement to the extent necessary to the intended preservation of such rights
and obligations.

       

      18.           ARBITRATION

       

      The
Company and the Executive agree to arbitrate any controversy or claim arising
out of this Agreement or otherwise relating to the Executive’s employment by the
Company or the termination of such employment to the extent required (including,
but not limited to, any claims of breach of contract, wrongful termination or
age, sex, race or other discrimination); provided that the Company
shall have the right to, and be permitted to, seek and obtain injunctive relief
from a court of competent jurisdiction pursuant to Section 12. Any such
arbitration shall be fully and finally resolved in binding arbitration in a
proceeding in the State of Connecticut, in accordance with the Employment Rules
and Mediation Procedures of the American Arbitration Association before a single
arbitrator.  The arbitrator shall not have the authority to modify or
change any of the terms of this Agreement, except as provided in Section 12
hereof. The arbitrator’s award shall be final and binding upon the parties, and
judgment upon the award may be entered in any court of competent jurisdiction in
any state of the United States or country or application may be made to such
court for a judicial acceptance of the award and an enforcement as the law of
such jurisdiction may require or allow. Each party shall bear his or its own
costs incurred by any such arbitration. The arbitrator may require the losing
party thereto, as determined by the arbitrator, to bear the costs and fees
incurred in ay such arbitration, including legal fees and expenses. Except as
necessary in court proceedings to enforce this arbitration provision or an award
rendered hereunder, or to obtain interim relief, neither a party nor an
arbitrator may disclose the existence, content 

       

       

      
        
          
          

        

        
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      or results
of any arbitration hereunder without the prior written consent of the Company
and the Executive.

      


      19.            MISCELLANEOUS

       

      The parties hereto agree that this
Agreement contains the entire understanding and agreement between them, and
supersedes all prior understandings and agreements between the parties,
including, without limitation, the Employment Agreement by and
between the Executive effective July 01, 2002, respecting the provision of services by
the Executive to the
Company other than the provisions of any Plan or Benefit Plan or award or other
instrument entered into thereunder. The parties further agree that the
provisions of this Agreement may not be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing signed by
the parties hereto. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. The form and timing of all payments under this Agreement
shall be made in a manner which complies with all applicable laws, rules and
regulations. Except as set forth
in the Plans, Equity Award Agreements or Benefit Plans, no agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement.

       

      20.           SEVERABILITY
AND JUDICIAL MODIFICATION

       

      If any
provision of this Agreement is held by a court or arbitration panel of competent
jurisdiction to be enforceable only if modified, such holding shall not affect
the validity of the remainder of this Agreement, the balance of which shall
continue to be binding upon the parties hereto with any such modification to
become a part hereof and treated as though originally set forth in this
Agreement. The parties further agree that any such court or arbitration panel is
expressly authorized to modify any such unenforceable provision of this
Agreement in lieu of severing such unenforceable provision from this Agreement
in its entirety, whether by rewriting the offending provision, deleting any or
all of the offending provision, adding additional language to this Agreement, or
by making such other modifications as it deems warranted to carry out the intent
and agreement of the parties as embodied herein to the maximum extent permitted
by law. The parties expressly agree that this Agreement as so modified by the
court or arbitration panel shall be binding upon and enforceable against each of
them. In any event, should one or more of the provisions of this Agreement be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions hereof, and
if such provision or provisions are not modified as provided above, this
Agreement shall be construed as if such invalid, illegal or unenforceable
provisions had never been set forth herein.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      21.           COUNTERPARTS

       

      This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.

       

      22.           CHANGE OF
CONTROL

       

      The terms
of the Change in Control Policy (the “CIC Policy”) as approved by
the Compensation Committee in November 2004, and any amendment thereto, shall
apply to the Executive. The CIC Policy shall be incorporated in this Agreement
and shall be binding on the Executive as if such CIC Policy were contained
herein verbatim.

       

      


       

      


       

      Signature page
follows.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      IN WITNESS WHEREOF, the Company has
caused its name to be ascribed to this Agreement by its duly authorized
representative, and the Executive has executed this Agreement effective as of
the date set forth in Section 2 hereof.

      
 

       

      
        	
                /s/ Patrick Thiele

              
	
                Name: Patrick
      Thiele

              
	
                Title: President and CEO,
      PartnerRe Ltd.

              
	
                Date:
      January 6, 2009

              
	 
      
	
                /s/ Scott D. Moore

              
	
                Name: Scott D.
      Moore

              
	
                Title: Deputy Chairman, Partner
      Reinsurance Company of the U.S.

              
	
                Date: January 6,
      2009

              
	 
      
	 
      
	
                /s/ Theodore C. Walker

              
	
                Name:
      Theodore C.
      Walker

              
	
                Date: January 6,
      2009

              


      

      


      


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      


      


      Schedule

      


      Tad
Walker, Executive Vice President and Chief Executive Officer of PartnerRe
U.S.

      


      
        	
                1. Annual Base
      Salary:

              	 	
                US$525,000
      (next review, April 2010)

              
	 	 	 
	
                2. 2009 Annual
      Incentive:

              	 	
                Target
      100% of Annual Base Salary.

              
	 	 	 
	
                3.
      Promotion Equity Award

              	 	
                10,000
      SSARs

              
	 	 	 
	
                4. US Benefit
      Plans:

                Full
      details of the PartnerRe US Benefit Plans are contained in the official
      Plan documents, which are available at the office of the Plan
      Administrator. PartnerRe US reserves the right to modify, discontinue or
      terminate any benefit or benefit plan and to implement any changes at any
      time, and for any reason, at its sole discretion

              	 	
                You
      will be eligible for all the US Benefit Plans as set-up and administered
      for all US Company employees, as may be changed from time to
      time.  These currently include:

                 

                Health
      Coverage – Major Medical, Dental and Hospitalization

                 

                Group
      Term Life Insurance

                 

                Short
      and Long Term Disability

                 

                Accidental
      Death and Dismemberment

                 

                401k
      Plan and Restoration and Salary Deferral Plan

                 

                Employee
      Share Purchase Plan

                 

                5
      weeks vacation per calendar year

                 

                Personal
      Days: 3 per calendar year

                 

                Paid
      Holidays: 12 per calendar year

                 

                Free
      Parking

              
	 	 	 
	
                5. Continuous
      Service:

              	 	
                Your
      original employment start date with PartnerRe Ltd. of July 01, 2002 will
      be maintained for the calculation of service related
    benefits.

              


      

      
 

       

       


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