Exhibit 10.1


 


Board of Directors


PartnerRe Ltd.


90 Pitts Bay Road


Pembroke HM 08


Bermuda


Attn: Mr. Jean-Paul Montupet


 


August 2, 2015


 


Ladies and Gentlemen:


 


Reference is hereby made to the Agreement
and Plan of Merger by and among EXOR N.V., a Dutch public limited liability company (naamloze
vennootschap) (“Parent”), Pillar Ltd., a Bermuda exempted company and a wholly owned subsidiary of
Parent (“Merger Sub”), PartnerRe Ltd., a Bermuda exempted company (“PartnerRe” ), and solely
with respect to Sections 4.01 to 4.05, 6.13  and Section 9.13, EXOR S.p.A., a società
per azioni organized under the laws of the Republic of Italy (“EXOR”), which was delivered to
PartnerRe on August 2, 2015 (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Merger Agreement.


 


As you know, pursuant to Section 5.03
of the Merger Agreement, Parent is obligated to use its reasonable best efforts to take, or cause to be taken, all actions necessary,
proper or advisable to consummate the merger, including by providing all information concerning it, its Affiliates and its Affiliates’
officer, directors, employees and partners as necessary in connection with obtaining regulatory approvals (the “Information
Obligation”) and, pursuant to Section 9.13 of the Merger Agreement, EXOR has guaranteed the Information Obligation.


 


From the time our original proposal was
first made, it was always the intention of the undersigned to collaborate in the proper and timely satisfaction of the obligations
set forth in Section 5.03 of the Merger Agreement. Indeed, Mr. John Elkann has previously communicated to Mr. Jean-Paul
Montupet directly and also our advisors have communicated to PartnerRe’s advisors, that if PartnerRe were willing to enter
into good faith negotiations with EXOR under the terms of your Amalgamation Agreement, EXOR would be willing to make reasonable
modifications to its proposal with a view to clarifying its intentions. Today, for the benefit of your Board and your shareholders,
we are offering important enhancements to our earlier proposal in this letter and in the companion letter EXOR is delivering to
you today.


 


By signature below each of the undersigned
agree as follows:


 


		1.	In addition to guaranteeing Parent’s Information Obligation, EXOR itself hereby also agrees
to directly perform (or cause to be performed) the Information Obligation; 



 


		2.	Giovanni Agnelli e C. S.a.p.az (“GAC”), a limited partnership represented
by shares (Societa’ in Accomandita per Azioni), and the majority and controlling shareholder of EXOR, and the only
shareholder of EXOR with a 10% or greater voting interest, hereby also agrees to directly perform (or cause to be performed) the
Information Obligation; 



 






     


     


    

 


		3.	John Elkann, Chairman and CEO of EXOR and Chairman and partner of GAC, hereby agrees to directly
perform (or cause to be performed) the Information Obligation; and



 


		4.	For the avoidance of doubt, Information Obligation includes with respect to any individual whose
signature is required under applicable regulations for any of the regulatory applications for approval to be filed with applicable
insurance regulators under Section 5.03 of the Merger Agreement, the signature of such individual and, if required, the fingerprints
of such individual.



 


In addition, Mr. Elkann, in his
individual capacity, represents and warrants that: (i) he controls GAC’s largest shareholder; (ii) all 5% or greater shareholder
voting interests in GAC are held by Senatore Giovanni Agnelli's heirs, including Mr. Elkann, and other family members of Mr. Elkann;
and (iii) he either has all information or the ability to obtain all information necessary to comply with the Information Obligation.


 


Notwithstanding Section 9.07 of the Merger
Agreement, EXOR, GAC and Mr. Elkann intend and agree that their obligations contained in this letter agreement are intended for
the benefit of PartnerRe and shall be enforceable by PartnerRe as if it was a party hereto.


 


Other than as provided herein, the terms
and provisions of Sections 9.02 (Notices), 9.04 (Counterparts), 9.07 (No Third-Party Beneficiaries), 9.08 (Governing Law), 9.09 (Consent
to Jurisdiction) and 9.11 (Assignment) of the Merger Agreement attached hereto are incorporated herein by reference as if set forth
herein in their entirety and shall apply mutatis mutandis to this letter.


 




     


     


    

 


 


Sincerely,


 


 






 


	EXOR S.P.A.	 	Giovanni Agnelli e.
        C. S.a.p.az.
	 	 	 
	/s/ John Elkann	 	/s/ John Elkann
	
        

        John Elkann

        Chairman
	 	 
        John Elkann

        Chairman

	 	 	 
	 	 	 
	/s/ John Elkann	 	 
	John Elkann