AMENDED AND RESTATED TRUST AGREEMENT NO. 1 OF PARTNERRE CAPITAL TRUST III

Exhibit 4.22

AMENDED AND RESTATED TRUST AGREEMENT NO. 1

OF

PARTNERRE CAPITAL TRUST III

THIS AMENDED AND RESTATED TRUST AGREEMENT NO. 1 is made as of March 27, 2009 (this “Trust Agreement”), by and among PartnerRe Finance II Inc., a Delaware corporation, as Depositor (the “Depositor”), The Bank of New York Mellon, a New York banking corporation, as property trustee (the “Property Trustee”), BNY Mellon Trust of Delaware, a Delaware banking corporation, as trustee (the “Delaware Trustee”), Xxxxxx X. Xxxxxxx, an individual, as trustee, and Xxxxxxxx X. Xxxxxx, an individual, as trustee (together with Xxxxxx X. Xxxxxxx, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees are hereinafter collectively referred to as the “Trustees”).

WHEREAS, the Depositor, JPMorgan Chase Bank, as property trustee (the “Original Property Trustee”), Chase Manhattan Bank USA, National Association, as trustee (the “Original Delaware Trustee”), Xxxxxx Xxxxxxxxx, an individual, as trustee, and Xxxxxxxxx Xxxxxx, an individual, as trustee (together with Xxxxxx Xxxxxxxxx, the “Original Administrative Trustees”) entered into a Trust Agreement of the Trust (as defined below), dated as of December 11, 2001 (the “Original Trust Agreement”);

WHEREAS, the Property Trustee is the successor in interest to the Original Property Trustee and the Delaware Trustee is the successor in interest to the Original Delaware Trustee;

WHEREAS, the Original Administrative Trustees are no longer trustees of the Trust and the Administrative Trustees now constitute all of the Administrative Trustees of the Trust; and

WHEREAS, the Depositor, the Property Trustee, the Delaware Trustee and the Administrative Trustees wish to amend and restate the Original Trust Agreement;

NOW, THEREFORE, the Depositor, the Property Trustee, the Delaware Trustee and the Property Trustee hereby agree that the Original Trust Agreement shall be amended and restated as follows:

1. The trust created hereby shall be known as “PartnerRe Capital Trust III” (the “Trust”), in which name the Trustees or the Depositor, to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and xxx and be sued.

2. The Depositor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. Such amount shall constitute the initial trust estate. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Sections 3801, et seq. (the “Statutory Trust Act”), and that this document constitute the governing instrument of the Trust. The Trustees are hereby authorized

and directed to execute and file an amendment to the certificate of trust in the form of exhibit A attached hereto with the Delaware Secretary of State in accordance with the provisions of the Statutory Trust Act.

3. The Depositor and the Trustees expect to enter into an amended and restated Trust Agreement satisfactory to each such party to provide for the contemplated operation of the Trust created hereby and the issuance of the Preferred Securities and Common Securities referred to therein. Prior to the execution and delivery of such amended and restated Trust Agreement, the Trustees shall not have any duty or obligation hereunder or with respect of the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Trustees may take all actions deemed proper as are necessary to effect the transactions contemplated herein.

4. The Depositor, as depositor of the Trust, is hereby authorized, in its discretion, (i) to prepare and file with the Securities and Exchange Commission (the “Commission”) and to execute, in the case of the 1933 Act Registration Statement and 1934 Act Registration Statement (each as herein defined), on behalf of the Trust, (a) a Registration Statement (the “1933 Act Registration Statement”), including all pre-effective and post-effective amendments thereto, relating to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of the Preferred Securities of the Trust, (b) any preliminary prospectus or prospectus or supplement thereto relating to the Preferred Securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the “1934 Act Registration Statement”), including all pre-effective and post-effective amendments thereto, relating to the registration of the Preferred Securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) if and at such time as determined by the Depositor, to file with the New York Stock Exchange or other exchange, or the National Association of Securities Dealers (“NASD”), and execute on behalf of the Trust a listing application and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities of the Trust to be listed on the New York Stock Exchange, the NASD’s Nasdaq National Market or such other exchange; (iii) to file and execute on behalf of the Trust, such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents that shall be necessary or desirable to register the Preferred Securities of the Trust under the securities or “Blue Sky” laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver letters or documents to, or instruments for filing with, a depository relating to the Preferred Securities of the Trust; (v) to execute, deliver and perform on behalf of the Trust an underwriting agreement with one or more underwriters relating to the offering of the Preferred Securities of the Trust; (vi) to execute on behalf of the Trust such purchase agreements with one or more purchasers or agents relating to an offering of securities of the Trust as the Depositor, in its sole discretion on behalf of the Trust, may deem necessary or desirable; and (vii) to execute any other applications, certificates or other documents relating to the foregoing as the Depositor, in its sole discretion on behalf of the Trust, may deem necessary or desirable.

In the event that any filing referred to in this Section 4 is required by the rules and regulations of the Commission, the New York Stock Exchange or other exchange, NASD, or state securities or “Blue Sky” laws to be executed on behalf of the Trust by the Trustees, the

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Trustees, in their capacity as trustees of the Trust, are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Trustees, in their capacity as trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the New York Stock Exchange or other exchange, NASD, or state securities or “Blue Sky” laws.

5. This Trust Agreement may be executed in one or more counterparts.

6. The number of trustees of the Trust initially shall be four and thereafter the number of trustees of the Trust shall be such number as shall be fixed from time to time by a written instrument signed by the Depositor which may increase or decrease the number of trustees of the Trust; provided, however, that to the extent required by the Statutory Trust Act, one trustee of the Trust shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable Delaware law. Subject to the foregoing, the Depositor is entitled to appoint or remove without cause any trustee of the Trust at any time. Any trustee of the Trust may resign upon thirty days’ prior notice to the Depositor.

7. BNY Mellon Trust of Delaware, in its capacity as Delaware Trustee, shall not have the powers or duties of the Trustees set forth herein (except as may be required under the Statutory Trust Act) and shall be a trustee hereunder for the sole and limited purpose of fulfilling the requirements of Section 3807(a) of the Statutory Trust Act.

8. The Trust may be dissolved and terminated before the issuance of the Preferred Securities at the election of the Depositor.

9. (a) The Trustees and their officers, directors, agents and servants (collectively, the “Fiduciary Indemnified Persons”) shall not be liable, responsible or accountable in damages or otherwise to the Trust, the Depositor, the Trustees or any holder of the Preferred Securities (the Trust, the Depositor, the Trustees and any holder of the Trust Securities being a “Covered Person”) for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in a manner the Fiduciary Indemnified Persons reasonably believed to be within the scope of authority conferred on the Fiduciary Indemnified Persons by this Trust Agreement or by law, except that the Fiduciary Indemnified Persons shall be liable for any such loss, damage or claim incurred by reason of the Fiduciary Indemnified Person’s negligence, bad faith or willful misconduct with respect to such acts or omissions.

(b) Fiduciary Indemnified Persons shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any person as to matters the Fiduciary Indemnified Persons reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to holders of Preferred Securities might properly be paid.

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(c) The Depositor agrees, to the fullest extent permitted by applicable law, (i) to indemnify and hold harmless each Fiduciary Indemnified Person, or any of its respective officers, directors, shareholders, employees, representatives or agents, from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature whatsoever incurred by the Fiduciary Indemnified Persons by reason of the creation, operation or termination of the Trust in a manner the Fiduciary Indemnified Persons reasonably believed to be within the scope of authority conferred on the Fiduciary Indemnified Persons by this Trust Agreement, except that no Fiduciary Indemnified Persons shall be entitled to be indemnified in respect of any loss, damage or claim incurred by the Fiduciary Indemnified Persons by reason of negligence, bad faith or willful misconduct with respect to such acts or omissions, and (ii) to advance expenses (including reasonable legal fees) incurred by a Fiduciary Indemnified Person in defending any claim, demand, action, suit or proceeding shall, from time to time, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of an undertaking by or on behalf of such Fiduciary Indemnified Persons to repay such amount if it shall be determined that such Fiduciary Indemnified Person is not entitled to be indemnified as authorized in the preceding subsection.

(d) The provisions of Section 9 shall survive the termination of this Trust Agreement or the earlier resignation or removal of the Fiduciary Indemnified Persons.

10. This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles).

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement No. 1 to be duly executed as of the day and year first above written.

PARTNERRE FINANCE II INC., as Depositor
By:		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxxx
Title:		Executive Vice President, General Counsel & Corporate Secretary
THE BANK OF NEW YORK MELLON, as Property Trustee
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Vice President
BNY MELLON TRUST OF DELAWARE, as Delaware Trustee
By:		/s/ Xxxxxxxx X. Xxxxx
Name:		Xxxxxxxx X. Xxxxx
Title:		Vice President
Administrative Trustee
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, not in his individual capacity but solely as trustee of the Trust
Administrative Trustee
/s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx, not in his individual capacity but solely as trustee of the Trust

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