EXECUTIVE EMPLOYMENTAGREEMENT

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

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

(a)

The Executive shall serve as Executive Vice President and Chief Financial Officer of PartnerRe and Chief Executive Officer of the PartnerRe Capital Markets Group and shall report directly to the Chief Executive Officer of PartnerRe (the “CEO”). The Executive shall perform such duties and exercise such supervision and powers over and with regard to the business of PartnerRe and 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 PartnerRe and 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

In connection with the Executive’s employment by the Company, the Executive shall generally perform his duties in Greenwich, Connecticut, USA, 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.

(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’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 semi-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 (the “Plans”). The Executive shall receive equity awards at the sole discretion of the Compensation Committee and in accordance with, and subject to,

(d)

(e)

(a)

(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)

(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 PartnerRe or the Company of duties inconsistent in a material adverse respect with the Executive’s position, authority, duties or responsibilities with PartnerRe and 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, (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)

(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 PartnerRe and (ii) from any position with PartnerRe, the Company or any subsidiary or affiliate of PartnerRe, including, but not limited to, as an officer of the Company or any of its subsidiaries or affiliates.

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

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, 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 the following: (i) the Accrued Benefits, paid within 30 days after the Date of Termination, (ii) an amount equal to 6 months’ Base Salary at the rate in effect on the Date of Termination, paid on the first business day of the seventh month after the Date of Termination (iii) an amount equal to ½ of the Average Incentive Amount paid on the first business day of the seventh month after the Date of Termination (iv) an amount equal to the Average Incentive Amount pro rated by the number of days that have elapsed in the current calendar year as at the Date of Termination and (v) all equity awards granted to the Executive under the Plans which remain unvested shall immediately vest.

(c)

If the Executive’s employment terminates due to his 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 the following: (i) the Accrued Benefits, paid within 30 days after the Date of Termination, and (ii) an amount

(d)

If the Executive’s employment terminates for any reason other than the reasons described in Section 7 or subsections (a) (b) or (c) 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 and (vi) all equity awards granted to the Executive under the Plans which remain unvested shall immediately vest.

(e)

Notwithstanding the foregoing, if the Executive’s employment terminates for any reason other than those reasons described in Section 7 or subsections (a) (b) or (c) 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)

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 the State 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.

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

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 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.

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

(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.

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 PartnerRe and 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 PartnerRe or the Company, copies of any record, file, memorandum, document, computer related information or equipment, or any other item relating to the business of PartnerRe or the Company, except in furtherance of his duties under the Agreement. When the Executive’s

(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.

At the address maintained in the Company’s employment records

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.

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.

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

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 PartnerRe and the Executive effective April 1, 2000, respecting the provision of services by the Executive to PartnerRe and 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.

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.

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.

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

/s/ Albert Benchimol

 

Name:  Albert Benchimol

 

Date:    February 4, 2009