Exhibit 99.5
SPECIMEN
This Preferred Security is a Global Certificate within the
meaning of the Amended and Restated Trust Agreement hereinafter referred to and
is registered in the name of The Depository Trust Company (the "Depository") or
a nominee of the Depository. This Preferred Security is exchangeable for
Preferred Securities registered in the name of a person other than the
Depository or its nominee only in the limited circumstances described in the
Amended and Restated Trust Agreement and no transfer of this Preferred Security
(other than a transfer of this Preferred Security as a whole by the Depository
to a nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository) may be registered except in
limited circumstances.
Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to PartnerRe Capital Trust I or its agent for registration of transfer,
exchange or payment, and any Preferred Security issued is registered in the name
of Cede & Co. or such other name as requested by an authorized representative of
The Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
Certificate Number Number of Preferred Securities
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Certificate Evidencing Preferred Securities
Of
PARTNERRE CAPITAL TRUST I
7.90% Preferred Securities
(liquidation amount $25 per Preferred Security)
PartnerRe Capital Trust I, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Cede & Co. (the "Holder") is the registered owner of eight million (8,000,000)
preferred securities of the Trust representing an undivided beneficial interest
in the assets of the Trust and designated the PartnerRe Capital Trust I 7.90%
Preferred Securities (Liquidation Amount $25 per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in 5.4 of the Amended and Restated Trust Agreement (as defined below).
The designations, rights, privileges, restrictions, preferences and other terms
and provisions of the Preferred Securities are set forth in, and this
certificate and the Preferred Securities represented hereby are issued and shall
in all respects be subject to the terms and provisions of the Amended and
Restated Trust Agreement of the Trust, dated as of November 21, 2001, as the
same may be amended from time to time (the "Trust Agreement"), including the
designation of the terms of Preferred Securities as set forth therein. The
Holder is
entitled to the benefits of the Preferred Securities Guarantee Agreement (the
"Guarantee") entered into by PartnerRe Ltd., a Bermuda company, and JPMorgan
Chase Bank, as guarantee trustee, dated as of November 21, 2001 (the
"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.
Upon receipt of this certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder.
IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this _____th day of __________, 2001.
PARTNERRE CAPITAL TRUST I
By:
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Name:
Title: Administrative Trustee
PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 7.90% Preferred Securities referred to in the
within-mentioned Trust Agreement.
Dated:
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THE JPMORGAN CHASE BANK,
as Property Trustee
By:
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Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:
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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
and irrevocably appoints
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agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.
Date: __________
Signature: ___________________________________
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate) SIGNATURE(S) GUARANTEED:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATION AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.