Partnerre LTD Sample Contracts

PARTNERRE LTD. and
Pledge Agreement • November 13th, 2001 • Partnerre LTD • Accident & health insurance • New York
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AMONG
Trust Agreement • December 14th, 2001 • Partnerre LTD • Accident & health insurance • Delaware
FORM OF
Guarantee Agreement • October 3rd, 2001 • Partnerre LTD • Accident & health insurance • New York
Exhibit 99.2 PartnerRe Ltd. 3,500,000 Units 8% Premium Equity Participating Security Units -- PEPS /SM/ Units Underwriting Agreement
Underwriting Agreement • November 28th, 2001 • Partnerre LTD • Accident & health insurance • New York
Reconciliation and tie between Trust Indenture Act of 1939 (the "Trust Indenture Act") ------------------- and Indenture
Indenture • December 14th, 2001 • Partnerre LTD • Accident & health insurance • New York
TRUST AGREEMENT OF
Trust Agreement • December 14th, 2001 • Partnerre LTD • Accident & health insurance • Delaware
PartnerRe Ltd.
Underwriting Agreement • November 15th, 2002 • Partnerre LTD • Accident & health insurance • New York
FORM OF
Preferred Securities Guarantee Agreement • December 14th, 2001 • Partnerre LTD • Accident & health insurance • New York
EXHIBIT 21.1 PartnerRe Ltd. And Subsidiaries
Exhibit • March 29th, 2002 • Partnerre LTD • Accident & health insurance
Guaranteed by
Underwriting Agreement • November 28th, 2001 • Partnerre LTD • Accident & health insurance • New York
Reconciliation and tie between Trust Indenture Act of 1939 (the "Trust Indenture Act") ------------------- and Indenture
Junior Subordinated Indenture • December 14th, 2001 • Partnerre LTD • Accident & health insurance • New York
INDENTURE
Subordinated Indenture • December 14th, 2001 • Partnerre LTD • Accident & health insurance • New York
and
Purchase Contract Agreement • November 13th, 2001 • Partnerre LTD • Accident & health insurance • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 4th, 2009 • Partnerre LTD • Accident & health insurance • New York

This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 20 , by and between PartnerRe Ltd., a company formed under the laws of Bermuda (the “Company”) and (“Indemnitee”).

EXHIBIT 99.2 STOCK PURCHASE AGREEMENT dated as of November 1, 2002,
Stock Purchase Agreement • November 4th, 2002 • Partnerre LTD • Accident & health insurance • New York
INDENTURE Dated as of September 22, 2020 SUBORDINATED DEBT SECURITIES
Indenture • September 22nd, 2020 • Partnerre LTD • Accident & health insurance • New York
Employment Agreement
Employment Agreement • February 25th, 2016 • Partnerre LTD • Accident & health insurance

This “Employment Agreement” or “Agreement” shall be subject to the competent authorities issuing the work and residence permits required for the Executive under Swiss law.

Employment Agreement between
Employment Agreement • August 2nd, 2012 • Partnerre LTD • Accident & health insurance • Connecticut

WHEREAS, the Company desires to memorialize the terms of employment of the Executive as CEO of PartnerRe Capital Markets Group; and

EXHIBIT 99.1 ------------ STOCK PURCHASE AGREEMENT dated as of November 1, 2002,
Stock Purchase Agreement • November 4th, 2002 • Partnerre LTD • Accident & health insurance • New York
SENIOR DEBT SECURITIES GUARANTEE AGREEMENT BETWEEN PARTNERRE LTD. (AS GUARANTOR) AND THE BANK OF NEW YORK MELLON (AS GUARANTEE TRUSTEE) DATED AS OF March 15, 2010
Senior Debt Securities Guarantee Agreement • March 15th, 2010 • Partnerre LTD • Accident & health insurance • New York

This SENIOR DEBT SECURITIES GUARANTEE AGREEMENT (this “Guarantee Agreement” or this “Guarantee”), dated as of March 15, 2010, is executed and delivered by PartnerRe Ltd., a Bermuda company (“PartnerRe” or the “Guarantor”), having its principal executive offices at 90 Pitts Bay Road, Pembroke HM 08, Bermuda, and The Bank of New York Mellon, a New York banking corporation, having a corporate trust office located at 101 Barclay Street, Floor 8W, New York, New York 10286, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Notes (as defined herein) issued by PartnerRe Finance B LLC, a Delaware limited liability company (the “Issuer”).

SUBORDINATED DEBT SECURITIES GUARANTEE AGREEMENT BETWEEN PARTNERRE LTD. (AS GUARANTOR) AND THE BANK OF NEW YORK MELLON (AS GUARANTEE TRUSTEE) DATED AS OF September 22, 2020
Subordinated Debt Securities Guarantee Agreement • September 22nd, 2020 • Partnerre LTD • Accident & health insurance • New York

This SUBORDINATED DEBT SECURITIES GUARANTEE AGREEMENT (this “Guarantee Agreement” or this “Guarantee”), dated as of September 22, 2020, is executed and delivered by PartnerRe Ltd., a Bermuda company (“PartnerRe” or the “Guarantor”), having its principal executive offices at 90 Pitts Bay Road, Pembroke HM 08, Bermuda, and The Bank of New York Mellon, a New York banking corporation, having a corporate trust office located at 240 Greenwich Street, New York, New York 10286, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Debentures (as defined herein) issued by PartnerRe Finance B LLC, a Delaware limited liability company (the “Issuer”).

SIGNATURES
Joint Filing Agreement • November 4th, 2002 • Partnerre LTD • Accident & health insurance

The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto) is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

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ACCOUNT CONTROL AGREEMENT
Account Control Agreement • March 1st, 2010 • Partnerre LTD • Accident & health insurance • London

Therefore, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

Exor and Covéa sign a Definitive Agreement for the sale of PartnerRe for $9 Billion (€7.8 Billion) The closing of the transaction is expected in mid-2022
Definitive Agreement • December 16th, 2021 • Partnerre LTD • Accident & health insurance

This transaction with Covéa will reinforce PartnerRe’s development as a great company in its industry thanks to a significant increase in the scale and capital strength that membership of a larger financial institution will bring, and the value that it represents for its clients.

DEBT SECURITIES GUARANTEE AGREEMENT BETWEEN PARTNERRE LTD. (AS GUARANTOR) AND THE BANK OF NEW YORK (AS GUARANTEE TRUSTEE) DATED AS OF May 27, 2008
Debt Securities Guarantee Agreement • May 27th, 2008 • Partnerre LTD • Accident & health insurance • New York

This GUARANTEE AGREEMENT (this “Guarantee Agreement” or this “Guarantee”), dated as of May 27, 2008, is executed and delivered by PartnerRe Ltd., a Bermuda company (“PartnerRe” or the “Guarantor”), having its principal executive offices at 90 Pitts Bay Road, Pembroke HM 08, Bermuda, and The Bank of New York, a New York banking corporation, having a corporate trust office located at 101 Barclay Street, Floor 8W, New York, New York 10286, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Notes (as defined herein) issued by PartnerRe Finance A LLC, a Delaware limited liability company (the “Issuer”).

Employment Agreement between
Employment Agreement • May 4th, 2012 • Partnerre LTD • Accident & health insurance

This Employment Agreement shall be subject to the competent authorities issuing the work and residence permits required for the Executive under Swiss law.

AGENCY AGREEMENT DATED 15 SEPTEMBER 2016 PARTNERRE IRELAND FINANCE DAC €750,000,000 1.25 per cent. Guaranteed Notes due 15 September 2026 unconditionally and irrevocably guaranteed by PARTNERRE LTD.
Agency Agreement • March 2nd, 2020 • Partnerre LTD • Accident & health insurance • Luxembourg

€1,000 in excess thereof up to and including €199,000 each with interest coupons (Coupons) attached. The Notes are intended to be held in a manner which would allow Eurosystem eligibility.

INDENTURE PARTNERRE FINANCE A LLC, Issuer And PARTNERRE LTD., Guarantor To THE BANK OF NEW YORK, Trustee INDENTURE
Indenture • May 27th, 2008 • Partnerre LTD • Accident & health insurance • New York
AGREEMENT AND PLAN OF AMALGAMATION BY AND BETWEEN AXIS CAPITAL HOLDINGS LIMITED AND PARTNERRE LTD. Dated as of January 25, 2015
Agreement and Plan of Amalgamation • January 29th, 2015 • Partnerre LTD • Accident & health insurance • New York

This Agreement and Plan of Amalgamation (this “Agreement”) is made and entered into as of January 25, 2015, by and between Axis Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).

FIRST SUPPLEMENTAL INDENTURE Dated as of March 15, 2010 between PARTNERRE FINANCE B LLC, Issuer PARTNERRE LTD., Guarantor to THE BANK OF NEW YORK MELLON Trustee
Supplemental Indenture • March 15th, 2010 • Partnerre LTD • Accident & health insurance • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of March 15, 2010 (the “First Supplemental Indenture”), among PartnerRe Finance B LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Company”), PartnerRe Ltd., a company duly organized and existing under the Laws of Bermuda (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), supplementing the Indenture among the Company, the Guarantor and the Trustee, dated as of March 15, 2010 (the “Base Indenture”).

PartnerRe Finance B LLC Guaranteed by PartnerRe Ltd. Underwriting Agreement
Underwriting Agreement • June 19th, 2019 • Partnerre LTD • Accident & health insurance • New York

PartnerRe Finance B LLC, a Delaware limited liability company (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), subject to the terms and conditions stated herein, an aggregate of $500,000,000 of its 3.700% Senior Notes due 2029 (the “Notes”) pursuant to an Indenture, dated as of March 15, 2010 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture (the “Second Supplemental Indenture”), to be dated as of the Closing Date (as so supplemented, the “Indenture”), by and among the Company, PartnerRe Ltd., a Bermuda company (the “Guarantor” and, together with the Company, the “PartnerRe Entities”), and The Bank of New

CREDIT AGREEMENT among PARTNERRE LTD. VARIOUS DESIGNATED SUBSIDIARY BORROWERS, VARIOUS LENDING INSTITUTIONS, and JPMORGAN CHASE BANK, N.A., as ADMINISTRATIVE AGENT, Dated as of July 16, 2010
Credit Agreement • July 21st, 2010 • Partnerre LTD • Accident & health insurance • New York

CREDIT AGREEMENT, dated as of July 16, 2010, among PARTNERRE LTD., a company organized under the laws of Bermuda (the “Company”), the Designated Subsidiary Borrowers (as hereinafter defined) from time to time party hereto, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase”) as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 10 are used herein as so defined.

PartnerRe Finance B LLC Guaranteed by PartnerRe Ltd. Underwriting Agreement
Underwriting Agreement • March 15th, 2010 • Partnerre LTD • Accident & health insurance • New York

PartnerRe Finance B LLC, a Delaware limited liability company (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), subject to the terms and conditions stated herein, an aggregate of $500,000,000.00 of its 5.500% Senior Notes due 2020 (the “Notes”) pursuant to an Indenture and First Supplemental Indenture, each to be dated as of the Closing Date (together, the “Indenture”), to be entered into among the Company, PartnerRe Ltd., a Bermuda company (the “Guarantor”), and The Bank of New York Mellon, as Trustee (in such capacity, the “Indenture Trustee”). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Guarantor (the “Guarantee” and, together with the Notes, the “Securities”) to the extent set forth in a Debt Guarantee Agreement and the First Supplemental Debt Guarantee Agreement, each to be dated as of the Closing Date (together, the “Guarantee Agreement”), to be entered into betwe

Employment Agreement
Employment Agreement • October 30th, 2015 • Partnerre LTD • Accident & health insurance
SECURITIES PURCHASE AGREEMENT dated as of September 28, 2009 among PARTNERRE LTD. and PARTNERRE HOLDINGS II SWITZERLAND GMBH (as buyer), and MR. HANS-PETER GERHARDT (as seller) relating to the purchase and sale of Warrants to purchase Common Shares of...
Securities Purchase Agreement • September 29th, 2009 • Partnerre LTD • Accident & health insurance

SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated as of September 28, 2009 among PartnerRe Ltd., a Bermuda exempted company (“Parent”), PartnerRe Holdings II Switzerland GmbH, a Swiss GmbH and wholly-owned subsidiary of Parent (“Purchaser”), and Hans-Peter Gerhardt (“Seller”).

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