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EDITED TRANSCRIPT

PRE - PartnerRe Ltd. and AXIS Capital Holdings Limited Conference Call to
Discuss its Definitive Merger Agreement

EVENT DATE/TIME: JANUARY 26, 2015 / 1:30PM GMT

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

CORPORATE PARTICIPANTS

Rick Gieryn AXIS Capital Holdings Limited - General Counsel

Jean-Paul Montupet PartnerRe Ltd. - Chairman of the Board

Michael Butt AXIS Capital Holdings Limited - Chairman of the Board

Albert Benchimol AXIS Capital Holdings Limited - President and CEO

David Zwiener PartnerRe Ltd. - Interim CEO

Joseph Henry AXIS Capital Holdings Limited - CFO

Bill Babcock PartnerRe Ltd. - EVP and CFO

CONFERENCE CALL PARTICIPANTS

Operator

Dan Farrell Sterne Agee - Analyst

Kai Pan Morgan Stanley and Co. Incorporated - Analyst

Amit Kumar Macquarie Capital - Analyst

Jay Gelb Barclays Capital - Analyst

Vinay Misquith Evercore ISI - Analyst

Joshua Shanker Deutsche Bank - Analyst

Brian Meredith UBS Securities LLC - Analyst

Meyer Shields Keefe, Bruyette and Woods - Analyst

Cliff Gallant Nomura Securities - Analyst

Ryan Burns Janney Capital - Analyst

Sarah DeWitt J.P. Morgan Securities Inc. - Analyst

Charles Sebaski BMO Capital Markets - Analyst

PRESENTATION

Operator

Good morning and welcome to the Axis Capital Investor Conference Call. All
participants will be in listen-only mode. (Operator Instructions) Please note
this event is being recorded. I would now like to turn the conference over to
Rick Gieryn. Mr. Gieryn, please go ahead.

Rick Gieryn - AXIS Capital Holdings Limited - General Counsel

Thank you, operator. Good morning, ladies and gentlemen. I'm happy to welcome
you to our conference call to discuss the merger between AXIS Capital and
PartnerRe. The associated press release was issued yesterday evening. We set
aside an hour for today's call, which is also available as an audio webcast
through both the AXIS Capital and PartnerRe websites. A replay of the telephone
conference will be available by dialing 877-344-7529 in the US, the
international number is 412-317-0088. The conference code for both replay
dial-in numbers is 10059806. On today's call are Michael Butt, Chairman of the
Board of AXIS Capital; Jean-Paul Montupet, Chairman of the Board of PartnerRe;
Albert Benchimol, President and CEO of AXIS Capital; David Zwiener, Interim CEO
of PartnerRe; Joseph Henry, CFO of AXIS Capital; and Bill Babcock, PartnerRe
CFO.

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

I will remind everyone that the statements made during this call including the
question-and-answer session, which are not historical facts, may be
forward-looking statements within the meaning of the US Federal Securities
Laws. These forward-looking statements, which are subject to risks,
uncertainties, and assumptions about PartnerRe and Axis may include projections
of their respective future financial performance, their respective anticipated
growth strategies, and anticipated trends in their respective businesses. These
statements are only predictions based on current expectations and projections
about future events. There are important factors that could cause actual
results, level of activity, performance or achievements to differ materially
from the results, level of activity, performance or achievements expressed or
implied by the forward-looking statements; including the risk factors set forth
in PartnerRe's and Axis' most recent reports on Form 10-K, Form 10-Q, and other
documents on file with the SEC and the following factors.

Failure to obtain the approval of shareholders of PartnerRe or AXIS in
connection with the proposed transaction; the failure to consummate or delay in
consummating the proposed transaction for other reasons; the timing to
consummate the proposed transaction; the risk that a condition to closing of
the proposed transaction may not be satisfied; the risk that a regulatory
approval that may be required for the proposed transaction is delayed, is not
obtained, or is obtained subject to the conditions that are not anticipated;
AXIS or PartnerRe's ability to achieve the synergies and value creation
contemplated by the proposed transaction; the ability of either PartnerRe or
AXIS to effectively integrate their businesses; and the diversion of management
time on transaction related issues.

With that, I'd like to turn the call over to Jean-Paul Montupet.

Jean-Paul Montupet - PartnerRe Ltd. - Chairman of the Board

Thank you very much, Rick. Good morning, everyone, and thank you for joining us
today. As Rick said, I'm pleased to be here today with Michael Butt, Albert
Benchimol, David Zwiener, and Bill Babcock and Joe Henry. We are all extremely
excited about the truly compelling transaction we announced yesterday and are
very pleased to be here this morning to share the details with you and answer
your questions.

The simple fact is that the combination of PartnerRe and AXIS puts together two
extremely strong successful organizations and the combined entity will be one
of the world's preeminent specialty insurance and reinsurance companies. We
will have a Top 5 market position among reinsurers and a leading position among
broker-based reinsurers. We'll have a significant specialty insurance platform
with compelling growth prospects across a diversified area of product lines and
a strong and growing life, accident, and health franchise. As you are well
aware in the current competitive market; size, scale, and breadth are more
important than ever. Although both PartnerRe and AXIS are well positioned on
their own, we believe that we will be better positioned to compete and excel in
this evolving new global marketplace as a combined entity.

In many respects, the transaction accelerates each company's strategy. For
PartnerRe, it strengthens our reinsurance franchise and gives us low risk entry
into the primary insurance market as well as life. For AXIS, this combination
innovates its reinsurance business and enables incremental growth in insurance
in accidents and health. The financial resources of the combined company will
allow us to reach new customers and invest in strategically important growth
areas. And the transaction is financially compelling being meaningfully
accretive to both earnings per share and return on equity for both companies.
We are expected to have strong cash flows and capital efficiencies to reinvest
in its specialty franchises and grow businesses and to return capital to
shareholders. This is a unique fit. The two companies mesh well together from a
business and financial standpoint, but also from a cultural perspective.

Albert Benchimol has spent many years at PartnerRe and the management teams
know each other well and respect each other immensely. There is a tremendous
talent on Boards and management teams of both these companies and the combined
entity will have a deep bench of smart people making right decisions as the
companies turn the page on a new chapter. As we indicated in our press release
in connection with the transaction, Costas Miranthis stepped down as PartnerRe
CEO yesterday. I want to stress the sincere thanks that I and the entire Board
express to Costas for the exceptional job he has done as CEO. Under his
leadership, PartnerRe has enjoyed tremendous success and some of the strongest
results in our history. The facts are very straight forward here.

Once both Boards had determined that Albert would be the CEO of the combined
organization, we along with Costas felt that it made sense for Costas to step
down. We wish him well in his next endeavor. Without question, we have an
extremely capable management team in place as we drive towards the close of the
merger. Our Board member, David Zwiener, has been appointed Interim CEO of
PartnerRe and will guide our Company

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

to the completion of the merger. David has a wealth of experience in managing
large financial services organizations and is extremely well prepared to step
into this role. So with this quick overview, I'll now turn the call to Michael
Butt. Albert will give you the specifics on which (inaudible) transaction for
both companies and then David will say a few words. So, Michael?

Michael Butt - AXIS Capital Holdings Limited - Chairman of the Board

Thank you very much, Jean-Paul, and thank you all for joining us this morning.
It's certainly my great pleasure to be here today to discuss this
transformative combination. As the AXIS Board, we've always been intensely
focused on addressing the challenges of today's evolving markets and creating
value for our shareholders. This merger is a tremendous opportunity for both
our companies and one which will benefit our clients, our brokers, our
shareholders, and our employees. Over the last 20 years, I've competed with and
greatly admired what PartnerRe has achieved and the great franchise it has
built in the reinsurance business.

These two companies complement each other and by leveraging their individual
strengths will create a global leader in specialty insurance and reinsurance
with the resources, size, products, and strategic flexibility to maximize
growth opportunities and to overcome any challenges in the current market. As
the Chairman Emeritus, I am very much looking forward to serving the combined
company and working with our talented group of leaders from both of these great
organizations.

Now, I'd like to turn the call over to Albert, who will discuss the transaction
specifics. Albert?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

Thank you, Michael, and good morning, everyone. First, let me join Jean-Paul
and Michael in expressing my excitement about this transformative combination
we announced last night. This is truly a merger of equals and represents a
tremendous opportunity for our two strong companies to get stronger and better
together. We're really looking forward to getting to work. Now, I'd like to
walk you through some of the structural aspects of this merger on slide 6. This
100% stock merger of equals is structured as an amalgamation and will create a
combined company with a pro forma market capitalization of approximately $11
billion. Per the terms of the agreement, AXIS shareholders will receive 1
common share and PartnerRe shareholders will receive 2.18 common shares in the
amalgamated company for each share they own.

Following the close of the transaction, PartnerRe shareholders will own
approximately 51.6% of the amalgamated company while AXIS shareholders will own
approximately 48.4% . The combined company's Board of Directors will have 14
members consisting of seven AXIS appointees and seven PartnerRe appointees. And
as described in the press release, Jean-Paul will serve as the non-Executive
Chairman and Michael will continue to serve as Chairman Emeritus. I've worked
with both Chairmen over the last several years and am looking very much forward
to doing so again. We expect the transaction to close in the second half of
2015 pending shareholder approval and customary regulatory approvals. We
believe that we have some of the strongest people in the industry.

And as you can see on slide 7, the new management team of the combined company
certainly leverages the deep talent in both organizations. This is a team with
whom I'm very familiar. It's also a team with a deep and complementary skill
set that will work very well together. On slide 8, this combination brings
together two independently strong companies with a shared focus and similar
strengths. The new company will build on the independent track records of
excellent value creation underpinned by underwriting excellence, outstanding
service, and financial strength underscored by prudent reserving. On slide 9,
you can see that the strategic rationale is highly compelling. The combination
of our businesses with nearly $11 billion in total gross premiums provides
substantial strategic and marketplace benefits to our company.

Upon  completion of the merger, PandC reinsurance will comprise about 62% of our
business;  insurance,  approximately  24%;  and  life, accident, and health will
represent  14.2%  . The two reinsurance businesses combine to form an impressive
$7  billion global PandC reinsurance business, the fifth largest PandC reinsurer
and  the  leading  broker  based reinsurer. The AXIS insurance business combined
with  PartnerRe's  insurance  Direct and Facultative operations will exceed $2.6
billion. Finally, the addition of AXIS accident health operations to PartnerRe's
life and health units create a meaningful $1.5 billion life, accident and health
business  with  the  scale  to  succeed. Our three major businesses will provide
balance  and  diversification  to growth in earnings as well as enhanced capital
efficiencies.

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

Moving on to slide 10, you can see that our merged company will be a global
leader with complementary geographic footprints and business segment coverage
with operations around the world; including North America, Europe, Asia,
Australia, New Zealand, Latin America, the Caribbean, and Africa. As you might
expect from established international companies, we have overlapping offices in
most key insurance centers and major markets. We view this as an opportunity
for savings without sacrificing critical local presence. This combination
significantly enhances our market position in reinsurance. As you can see on
slide 11, we will become a Top 5 global reinsurer and a leading broker market
reinsurer. This increased relevance is particularly important against the
backdrop of consolidation in reinsurance buying.

The merged companies will deliver leading positions in specialty reinsurance
lines. Both of our companies already have very highly regarded underwriting
capabilities and the manageable overlap in current portfolios should result in
reasonably modest attrition in the near term, which we expect we will fully
recover over time given our enhanced market presence. We're looking forward to
leveraging our combined capabilities and strengths to channel third-party
capital to deliver even more solutions to our client base. As you'll see on
slide 12, the AXIS Global Specialty Insurance platforms combined with
PartnerRe's Direct and Facultative and Wholesale insurance business form a
business of $2.6 billion of combined premium with very little business overlap
in the existing books.

Our global insurance business will boast a balanced portfolio mix with a strong
focus on specialty lines and the potential to accelerate growth in desirable
segments as opportunities arise. There is no doubt in my mind that with our
combined capital of $14 billion, greater visibility and resources, and combined
earnings power; we can accelerate profitable growth in Specialty Insurance both
organically and through intelligent acquisitions. On slide 13, we turn to the
life AandH operations and you can see that the proposed merger will have
strategic impact for the combined life, accident and health businesses of our
companies, both of whom have delivered very high growth in recent years. The
businesses are very complementary with limited product and market overlap.
PartnerRe provides leadership in life and certain US health reinsurance and
AXIS is a leader in accident, special risk, and US health.

Our global reach will be expanded with AXIS' strong presence in the US, London,
UK, Middle East while PartnerRe is very strong in the US and all the
continents. Additionally, we both have plans for growth in the Middle East,
Latin America, and Asia; which would be accelerated and benefit from this
merger. We expect that the combined companies will be a Top 3 competitor in the
US AandH market and the integration of both of our companies' product portfolios
under the leadership of Chris DiSipio will be a serious competitor to the large
legacy global writers. As you can see on slide 14, the merged companies will
have a very strong balance sheet with the potential to achieve significant
capital synergies. We will have cash and investments of $33 billion,
shareholders' equity of nearly $13 billion, and total capitalization of over
$14 billion, and a very manageable financial leverage of 22.4% including
perpetual preferred stock and senior debt.

We will have one of the strongest balance sheets in the industry with a high
quality liquid investment portfolio and prudent reserves. So, that is the
overview of the structure of the combined company and should hopefully give you
a better understanding of what our new combined company will look like and why
we are so excited about this transaction. We see tremendous opportunity to
create value through this combination. As you'll see on slide 15; with the
increased scale, efficiencies, and expanded product capabilities; we anticipate
sustainable long-term commercial growth prospects over and above what they
would have been for each of our independent companies. Our combined company
will be ideally positioned to compete and to win in the global market. And as I
said before, we also see meaningful capital synergies that will generate
further flexibility to support growth and capital management initiatives.

Further, we're projecting at least $200 million in annual pre-tax cost
synergies expected to be realized within the first 18 months of operations.
These are identifiable, concrete, and actionable. Both companies truly believe
that the target integration savings are highly achievable. It's been said
before, but it's true, this is a transformational merger. We are bringing
together two independently strong and well-established companies to create one
broadly diversified global specialty insurance and reinsurance company whose
scale, capital, and enhanced market presence will form a powerhouse within the
industry. I could not be more thrilled to be part of a great team on this
exciting road ahead of us. Now, I'd like to turn it over to David Zwiener, who
will discuss some of the attractive financial implications of this transaction.
David?

David Zwiener - PartnerRe Ltd. - Interim CEO

Thank you, Albert. Good morning, everyone. Thank you for joining us. I just had
a few comments before we open it up for questions, but I want to start by
reiterating how excited all of us are at PartnerRe to be merging with AXIS.
Speaking on behalf of the entire Board, I can tell you that we

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

have long admired the organization and we're looking forward to working with
their team and I personally am looking forward to working with Albert again.
Also to say that I'm looking forward to jumping into my new role as Interim CEO
at PartnerRe. I have an understanding of and an appreciation for the PartnerRe
team and culture and I'm really looking forward to working more closely with
some of the most talented people in our industry.

I'll wrap up with some comments on the financial implications and then we'll
get to your questions and I'll pick it up on page 16. As mentioned earlier, in
addition to clear strategic benefits, this transaction is financially very
compelling. It will be accretive to EPS and ROE in a very meaningful way. And
importantly, we see execution risk as being very limited in this transaction.
When you combine two strong companies with solid financial profiles, respected
brands, and talented leadership teams on both sides that are already very
familiar with each other; it's about as good as it can be.

So in conclusion turning to Slide 17, what we're doing is building on strength
to get even stronger. This merger is a compelling opportunity to enhance our
scale and also squarely addresses the strategic imperatives that today's
markets are demanding. We are not changing our strategies, we're just
accelerating them. And as we discussed, the financial benefits are apparent. We
believe we share a common vision for growth and risk management and have some
of the best talent in the industry. We believe this transaction creates real
growth opportunities and will have a significant positive impact on our
shareholders, our employees, and our policyholders. We expect that you'll share
our enthusiasm.

Now, we'd like to open up the call for questions. Operator?

QUESTIONS AND ANSWERS

Operator

(Operator Instructions) Dan Farrell, Sterne Agee.

Dan Farrell - Sterne Agee - Analyst

Albert, a question for you with regard to stuff on AXIS specifically. You've
talked a lot about levers to improve AXIS' combined ratio on its own. I'm
wondering when we look at the $200 million or at least $200 million of expense
synergies, how much of that might be exclusive or specific to the combination
or is any of the improvement that you've articulated in the past specifically
for AXIS incorporated in that? Thank you.

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

That's a great question. The one thing that I want to go through here is the
savings that we've identified here are savings related to this merger and I
think probably it makes sense to refresh the Street with what we were looking
to achieve in our combined ratio improvement program. Joe, would you want to
take us through, please?

Joseph Henry - AXIS Capital Holdings Limited - CFO

So if you remember, there were four things that we were focused on to improve
shareholder value. The first was the quality of the loss ratio, second was
profitable growth, the third was expense ratio reduction, and the fourth was
optimal capital structure. So, as far as each of those are concerned. On the
profitable growth side, this is going to help us with the maturity of our new
initiatives; accident and health, new professional lines, primary casualty, and
agriculture. So this merger will give us an additional ammunition to accelerate
that, specifically accident and health and agriculture for example, and it also
will not distract our insurance initiatives which will help them grow.

Second, quality of the loss ratio. AXIS was investing, Dan as you know, in
actuarial and other talent to improve the use of data and analytics. Partner
has even more actuarial resources than we do so this will accelerate that part
of the strategy. Operational effectiveness, we had plans to bring our

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

GandA expense ratio down from the mid 15%s to 14% or below by 2017. We obviously
are continuing with those efforts, but through this process working arm in arm
with Partner, we feel we can achieve expense efficiencies of at least $200
million, possibly more. And finally as far as optimal capital structure, the
combined companies will have a very strong capital position and while we will
suspend share repurchases until closing, we will be in a position to grow our
business, return excess capital to investors and/or have capital to pursue
alternative investment opportunities.

Dan Farrell - Sterne Agee - Analyst

Thanks. That's very helpful and congrats on the announcement.

Operator

Kai Pan, Morgan Stanley.

Kai Pan - Morgan Stanley and Co. Incorporated - Analyst

First question, if you can elaborate little more about basically how did you
come together with the deal? Are they each looking for partners or is there
other reason behind it?

Jean-Paul Montupet - PartnerRe Ltd. - Chairman of the Board

Jean-Paul Montupet here, I will respond from the standpoint of PartnerRe. As we
were looking at our strategic opportunities, we were looking at two things. We
were looking at the trend towards consolidation in reinsurance, particularly in
Bermuda, and we were also looking at opportunities for us as a pure play
reinsurer to get into the primary market. And when you look at this
transaction, you realize very quickly that it ticks the two boxes for us. We
participate in a very significant reinsurance consolidation that will be
extremely beneficial and we get into the primary business. If you add to that
the fact that the two companies know each other extremely well, are about the
same size, and are valued by the market in a very similar way resulting in a
very doable deal; frankly, you cannot think of a better opportunity or better
combination.

Michael Butt - AXIS Capital Holdings Limited - Chairman of the Board

I agree with that.

Kai Pan - Morgan Stanley and Co. Incorporated - Analyst

And Albert, for you, you have been leading AXIS for some time and you've been
at PartnerRe even longer than that. So what's your strategic vision for the
combined entity and what would you do differently?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

The vision is that we now have an opportunity to create a global powerhouse
with very, very strong market presence in three very, very good balanced
diversifying businesses. In this business, if you want to be able to influence
the market, if you want to be able to do more for your clients; you absolutely
need to have the right resources, the right talent, you have to be able to
invest in product development, in analytics; and as a industry leader, we will
be able to do all of that. As you know from the various conversations that
we've had in the past, it's always been very important to me that we have
balance and diversification in our portfolio and we already had at AXIS three
very good businesses and we've shared with you our satisfaction with their
growth rates.

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

And it's probably imperative that I say here I don't believe that either
PartnerRe nor AXIS needed to do an acquisition or a merger or any kind of
transaction to continue down their path; but every once in a while, there's an
opportunity that presents itself that just is so compelling that you've got to
pursue it. From our perspective when we were doing strategic discussions with
our Board, we were looking of course at a lot of potential combinations and you
analyze all of those. But what drove me here is that I'm not particularly
interested in nondescript premium. Anybody can buy a $1 billion of premium here
or a $1 billion of premium there. If you want to be a global leader, what you
need are leading franchises and what this combination does is it actually
promotes the growth of global leading franchises.

At AXIS, we had a Top 15 reinsurer and the creation of this company now gives
us a Top 5 global reinsurer and the leading broker reinsurer in the world.
We're able to take our very, very fast growing AandH initiative that we've been
so proud of and overnight turn into a $1.5 billion life, accident and health
business. And while we have a very good, very strong specialty insurance
operations, we can add to that with the PandC premiums that PartnerRe writes and
have three very meaningful businesses. When you add to that the earnings power,
the cash flow, the visibility, and the capital efficiencies available; we will
have a very strong budget to invest in growth, make acquisitions where it makes
sense, and return capital to our shareholders. I can't think of a better
combination.

Kai Pan - Morgan Stanley and Co. Incorporated - Analyst

Lastly, if I may just quick number question. Do you have estimates for the
restructuring costs to achieve the $200 million synergy?

Bill Babcock - PartnerRe Ltd. - EVP and CFO

It's Bill. It's a little early in the process to estimate that with any
precision and we will give you a number at some point, but generally with these
types of transactions, you should think about 1 times to 1.25 times the run
rate savings.

Kai Pan - Morgan Stanley and Co. Incorporated - Analyst

Thank you so much and good luck.

Operator

Amit Kumar, Macquarie.

Amit Kumar - Macquarie Capital - Analyst

Congrats on the announcement. I wanted to go back to Dan Farrell's question and
get some clarity. So if I understand this correctly, are you saying that
expense ratio and other initiatives that we've talked about on the past few
AXIS conference calls, is that included in this $200 million or is that
excluded? I just want to get some understanding on that.

Joseph Henry - AXIS Capital Holdings Limited - CFO

Let me go back to it. I think in reading some of the reports, I was getting the
impression that when people were looking at the improvements in the combined
ratio, they were thinking that it was coming only from expense cuts and that
might lead to some misunderstanding. The vast majority of the improvement in
the combined ratio that we were looking for in the plans that we were
discussing with you last year were fundamentally with regards to the balance of
the portfolio, the analytics, the growth of existing businesses. And as you
know, if you grow existing businesses, you can grow expenses and still improve
your expense ratio.

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

So there were clearly certain expense ratio initiatives within that 4 points to
5 points improvement plan, but the vast majority of it was driven by
improvements in the loss ratio. Now, if you look at our two businesses, the
truth is there is truly overlap only in the reinsurance space and the corporate
space and we believe that the benefit that we've identified for you in the $200
million are substantially supported by the benefits of this transaction. And
that doesn't mean that we will not continue to invest in better efficiencies
within our insurance operations and elsewhere, but when we look at the
incremental benefits of this transaction, we believe that we can find $200
million of benefits from this transaction.

Amit Kumar - Macquarie Capital - Analyst

The only other question I have is I guess on the timeline of 18 months and will
these cost saves be sort of front-loaded, i.e. will we see them in 2015 or
would that be --? How should we think about the timeline on the cost saves?

Joseph Henry - AXIS Capital Holdings Limited - CFO

Well look, we're not expecting to close this thing until probably the second
half or maybe even the third quarter of this year. So I think if we close this
year, what you'll very likely see is a lot of PGAAP adjustments and
consolidations so that we can start with a clean company in 2016. And whereas
we can identify some savings, we cannot do anything until we in fact combine
the companies. And as you can expect, there are some things that we may be able
to do immediately; but as we reduce staff, close offices, these things take a
little bit of time to roll-in. So I think the way we would think about it, we
expect to see maybe half of the savings or a little bit more than that in the
first full year of operation and by the second full year of operation, we would
expect to see all of the savings rolling through.

Amit Kumar - Macquarie Capital - Analyst

Got it. That's extremely helpful. That's all I have. Thanks for the answers.

Operator

Jay Gelb, Barclays.

Jay Gelb - Barclays Capital - Analyst

First on sizing the potential for EPS and ROE accretion, it would be extremely
helpful if you could put some parameters around that. Thanks.

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

The easiest thing to look at is this. As John-Paul said, we are two essentially
equal companies in terms of size and capital and valuation and each of you have
made some independent evaluation of what our profitability should be. We've
just told you that we're about to each get in the aggregate $200 million of
savings, each of our shareholder base will be getting very close to half of
that; 51.6%, 48.4% . So think about the fact that each of our shareholders is
going to get the benefit of about $100 million a piece on a pre-tax basis of
savings, over and above whatever it is that you were estimating for each one of
us. I can tell you that on the AXIS side, we have close to 100 million shares
outstanding and so you can very easily estimate some of the potential in the
savings. And none of this EPS accretion that I've just identified for you
speaks to the capital efficiencies that we can obtain so that we can improve
our ROE and the, in my mind, significant incremental growth opportunities that
derives from putting these two great companies together.

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

Jay Gelb - Barclays Capital - Analyst

Okay. That's a good starting point. The other question I've been getting is
with the amalgamation structure, the exit value for both companies is only 1
times tangible book. So, why do you feel investors should support a transaction
with no premium?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

I really appreciate what you just said and you said the exit value for these
companies. There's no exit here, this is building something great. This is not
a sale; we're not buying them, they're not buying us. We are both each of us
contributing our operations, our potential, and our tangible book value to
create what we believe will be one of the preeminent insurance and reinsurance
companies. And to the extent that our shareholders were happy to hold either
PartnerRe or AXIS as a standalone basis, I would have difficulty in
understanding why they wouldn't be ecstatic in owning the combined entity.

Jay Gelb - Barclays Capital - Analyst

Okay. My final question is, is there anything to prevent another bidder coming
in with a potentially higher valuation for either AXIS or Partner?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

You're entering the realm of hypotheticals here. As far as the management teams
and Boards of each of our companies, this is the best alternative that we could
consider for our clients, for our brokers, for our employees, and for our
shareholders.

Jay Gelb - Barclays Capital - Analyst

But nothing to prevent another bid coming in?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

I'm not going to go into hypotheticals.

Jay Gelb - Barclays Capital - Analyst

Okay. Appreciate it, Albert. Thank you.

Operator

Vinay Misquith, Evercore ISI.

Vinay Misquith - Evercore ISI - Analyst

Sorry to beat a dead horse, but just wanted to be sure. So for the $200 million
in cost savings, I mean my sense is that most of it is from the deal, but that
some of it might also have been contemplated by AXIS before. Is that correct?

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

Look, we communicated with you that one of the things that we were looking to
do was to transform our IT operations into a much more efficient outsourced
operation. There's no question that now we are going to be combining our IT
operation with their IT operations. Some of the savings that we thought would
happen are no longer available to us, but new savings are also available. So
it's hard to say that they are 100% additive, but what we can tell you is we
still have opportunities for cost saves in other parts of our Company. But when
we sat down during due diligence, it was really about what is it that we can do
with regard to our overlapping operation where we can have cost saves.

Vinay Misquith - Evercore ISI - Analyst

Fair enough. The second piece is on lost business. I mean historically these
transactions generate maybe about 10%, maybe still little higher of lost
reinsurance business. I mean is that the right ballpark that you guys were
thinking about when you were looking at the merger?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

I think the way to look at it is there will certainly be some loss of business
where both AXIS and Partner were very successful in garnering leading market
shares with certain of our clients and there may be in fact one or two areas
where we believe that we would prefer a slightly smaller allocation. But again,
I go back to the logic behind this transaction. To the extent that clients were
happy to do business with each one of us, they should be happy to do business
with the combined entity because we're keeping the talent and we're keeping the
capital to make this work. That said, certainly there will be some business
lost. On the other hand, we also need to consider what kind of incremental
business we will get as a result of our improved positioning.

Jean-Paul Montupet - PartnerRe Ltd. - Chairman of the Board

I would add that the way you should look at this is that the cost reductions
are very real and will continue forever. We expect maybe a little bit of
reduction in the reinsurance total premiums, but those will be offset by all
the upside that we have as a result of the synergies coming from the
combination of the two companies. So you cannot put in the same bucket, they
are two very different things.

Vinay Misquith - Evercore ISI - Analyst

Fair enough. And the last question was on capital synergies. My sense with AXIS
was that you have a primary insurance operation, a reinsurance operation so
fairly well diversified. Partner on the other hand was an extremely well
diversified reinsurer, of course didn't have any primary insurance operations.
So, I'm struggling here a little bit with trying to figure out how much of
capital synergies this transaction would generate?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

Our estimate is that it will in fact generate substantial synergies. So if you
look at our position, we're not yet getting the full benefits of having a
meaningful accident and health operation. And so just the fact that from our
perspective, if you simply added a growing AandH book, you could get some
efficiencies there. From the PartnerRe perspective, it's a diversified book,
but they had no access to the insurance markets or to some of our AandH
 business.
So, both of our companies are in fact adding diversifying risk to their initial
portfolios. But even within the reinsurance portfolios, we don't have a direct
overlap between PartnerRe and AXIS and there are significant benefits in
putting together the cat book also. So we think there are several sources of
diversification benefit both within the reinsurance business, but also when you
put the three businesses together, there's a better balance between those three
businesses.

Vinay Misquith - Evercore ISI - Analyst

Do you have a number that you can share with us?

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

We would not be ready to do that at this time.

Vinay Misquith - Evercore ISI - Analyst

Okay. Thank you.

Operator

Joshua Shanker, Deutsche Bank.

Joshua Shanker - Deutsche Bank - Analyst

I'd love to hear a little bit how you came to the proportion that would be
owned by Partner shareholders versus AXIS shareholders? As I calculate it,
Partner is contributing more of the tangible equity and earnings power than the
proportion they're getting of the company. Is that correct?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

If we look at the history here, as I mentioned, both of our companies at least
in the last several months have traded reasonably close to tangible book value.
There's always going to be a little bit of volatility in the stock price and a
little bit of volatility in the ratios between the two organizations. But if
you look at it right now in the recent past, it's close to tangible book value.
And then when you look at the tangible book value that we both bring to the
organization, I believe that the calculation that we achieved is consistent
with the relative fit of tangible book value of the two companies over the
recent past. Did you want to add to that?

Jean-Paul Montupet - PartnerRe Ltd. - Chairman of the Board

That's exactly right. As I said earlier, the two companies are valued about the
same way and at about the same multiple of tangible book and that's pretty much
what's reflected in our exchange ratio.

Michael Butt - AXIS Capital Holdings Limited - Chairman of the Board

Correct.

Joshua Shanker - Deutsche Bank - Analyst

And then historically, Partner's earnings have been heavily weighted towards
prior-year favorable reserve development, which has benefited also AXIS'
earnings though AXIS has made more money on the current accident years. This
suggests to me and maybe other investors that historically PartnerRe's reserves
have a potential to be extremely redundant. Albert, you used to be the CFO of
PartnerRe, you know how they think about it. Is there any benefit in the
valuation gain, potential for the reserves at one of the companies to have a
different philosophy that might enable it to be contributing shadow equity into
the equation?

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

Well, the way that I would say it is that there is a lot of commonality in
management and philosophy in thinking. Both PartnerRe and AXIS have
demonstrated over a long period of time very prudent reserving and a desire to
release reserves when it made sense to do so and not before that. I've got to
tell you that I believe that is one of the underpinnings of that financial
stability of being able to survive through cycles and take advantage of
opportunities and that philosophy will not change. And I will go back and
repeat what Jean-Paul said. We were both bringing in all of our value and all
of our assets and all of our ideas and talent into this organization and I dare
say that PartnerRe has very prudent reserves and I would argue that AXIS has
very prudent reserves and so therefore both of us again have put what we have
into this company and this company is a unique combination of organizations
with very strong balance sheets, very prudent reserves, and complementary
businesses. I don't think that you could find a better fit anywhere right now.

Joshua Shanker - Deutsche Bank - Analyst

If I just ask what the next steps are for shareholder approval timing and
what's required and then I'll pass the phone to the next questionnaire?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

Well, this is a standard amalgamation and merger of equals. We will be working
with our lawyers to prepare proxy documents to get a shareholder vote. We will
be working to file various regulatory approvals. It is my hope that in either
late spring or early summer, our documentation will be ready so that we can
have that shareholder vote and at that point, we would simply be awaiting the
various regulatory approvals to consummate the merger and close, which we would
hope would be sometime in the third quarter. It could drag a little bit into
the fourth, but certainly our intention and expectation is that this would be a
2015 event and we look forward to starting 2016 as a combined company with all
of the strengths and benefits that we discussed with you.

Joshua Shanker - Deutsche Bank - Analyst

Congratulations and good luck to you.

Operator

Brian Meredith, UBS.

Brian Meredith - UBS Securities LLC - Analyst

Albert, just quickly here. So as an AXIS shareholder, basically we're making a
bigger bet on reinsurance now going forward. So I guess my question is why
should we be comfortable with that given it's a business where we've seen
returns compressing, the whole reinsurance pie has been shrinking? Can you just
give us more comfort as to why that should be the strategy here?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

Brian, that's a very good question and I'm very grateful in fact that you raised
it.  If you look at AXIS today, our shareholders have approximately 50% of their
capital  and revenues coming in from PandC reinsurance. However, that 50% of the
capital  that  they  have  is  in a $2 billion Top 15 reinsurer. In the combined
company  our shareholders will have 62% so not a meaningful increase in terms of
the  amount  of  business in the PandC side, but now that 62% is not in a Top 15
reinsurer,  but  in a Top 5 reinsurer and a leading broker distributed reinsurer
in  the  world. In addition to that, we will be getting significant efficiencies
here.  And  as you know with what's happening in the industry, to succeed in the
reinsurance  world  you  have to have some scale, you have to have products, but
you also have to be very efficient from a cost perspective. And so again, you're
getting a broader better positioned reinsurer and you're going to get one that's
going to have a better chance of succeeding in this environment.

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

And  finally,  I would say that whereas today 62% of the premiums will come from
PandC  reinsurance;  as  you've  heard us say, it's our intention to continue to
grow  and  invest  the  insurance  business  and  the  life, accident and health
business.  And  so  I would not be surprised if relatively quickly we would find
ourselves  with  the mix that is equivalent to what we had previously at AXIS Re
or  depending  on  the  opportunities, a more optimal mix if that made sense. So
overall,  we  will  be  better prepared to win in the reinsurance space; we will
have  more  assets,  more  people,  more cash flow, more capital availability to
invest and grow the specialty insurance and life and health space. So overall, I
think  that  our  shareholders  will be much better positioned with this company
than  they  were  before.  And again, I'm certainly not saying that we weren't a
successful  company with a bright future as a standalone company, but the future
is even brighter as a combined entity.

Brian Meredith - UBS Securities LLC - Analyst

And then just one quick follow-up here. So it sounds like the merger will
probably close sometime in the third quarter, that's right in the heart of
hurricane season. I guess what are your thoughts and what are your plans to
prevent a situation where you've got concentrations of risk or something
happens and we get something like a Paris Re like happened in [Toho]?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

I think that's a very fair question and as you might imagine, Brian, we spent a
very, very large amount of time making sure that we understood where the
aggregations were and so on and so forth. And I will tell you that without
doing anything, the combined loss curves of the combined company are actually
as good or not better than they were for the individual companies. That said,
we obviously will be spending some time over the next several months looking at
opportunities if necessary to buy some protection, to hedge our portfolio, and
of course to take advantage of the very strong appetite in the third-party
capital market to share some of these risks with our third-party capital
partners. But Brian, be assured, we were very much aware of that issue as we
did the due diligence and structured this transaction.

Brian Meredith - UBS Securities LLC - Analyst

Great. Thank you.

Operator

Meyer Shields, Keefe, Bruyette and Woods.

Meyer Shields - Keefe, Bruyette and Woods - Analyst

Albert, you talked not today, recently about the desire for about $300 million
of annual accident and health premiums to be sort of a scale that could
generate profitability. Does the creation of the combined life, accident and
health mean that you're at scale now for that segment?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

Well, the good news is that we were right on track with our independent
accident and health effort. That team has done a great job and we look forward
to sharing details of that when we have our earnings call next week. But there
is no question that we now have scale to be a meaningful player and to achieve,
to be able to spread our expenses over a broader base. So yes, it does
accelerate our efficiency targets for the life, accident and health space.

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

Meyer Shields - Keefe, Bruyette and Woods - Analyst

Okay. And two small questions if I can. One, is there any break-up fee
associated with the deal and two, do you just need majority shareholder votes
from both company?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

I think what I would defer to when we present our proxy and I think we'll be
filing the deal very shortly, I don't want to front run any of these documents.
So, that will be made public very shortly as we file the merger agreement.

Meyer Shields - Keefe, Bruyette and Woods - Analyst

Okay. That covers me. Thanks so much.

Operator

Cliff Gallant, Nomura.

Cliff Gallant - Nomura Securities - Analyst

Congratulations. This is sort of an awkward question, but when I think about
some of the big global reinsurers out there relative to what PartnerRe and Axis
have been in the past; I think of them as a bit, forgive its crudeness, but a
bit clunky not very nimble; that you guys have always been able to very quickly
seize on market opportunities. When you think about the combined entity, how do
you structure the company to maintain some of that nimbleness? Have you thought
about the organizational structure of how the integration will go?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

Well, I don't particularly feel insulted because it wasn't us that you would
accuse of being clunky so I'm okay with that. I think that in fact one of the
benefits of what we have is the culture that we bring to this business, which
is in fact a real desire to be proactive in the market and to add to it. Cliff,
I'm going to ask for a little patience from you. Obviously the senior
management teams got together, we have some visions of what we want to achieve
here, but I think it would be premature to have a fixed idea of the entire
structure until we engage more of our teams and truly visualize what it is that
we can achieve in terms of the potential of this organization. We will be doing
so in the days and weeks to come and we will be very pleased to share that with
you as soon as we have a product that we believe is sharable.

Cliff Gallant - Nomura Securities - Analyst

Okay. As a second question, I'm not sure if you can comment a little bit more
on the earnings disclosures that were given. I noticed particularly for AXIS,
your good earnings number, bottom line number, but a little bit below where the
Street was expecting. Was there any more color that you could discuss about
that?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

My recollection is that we provided you a range and I think it's appropriate to
wait until we have the earnings call next week to be more specific.

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

Cliff Gallant - Nomura Securities - Analyst

Okay, fair enough. Thank you very much. Congratulations.

Operator

Ryan Burns, Janney Capital.

Ryan Burns - Janney Capital - Analyst

I had a question from a strategic point of view from AXIS. Did AXIS potentially
look at doing a deal to get more into the primary insurance market?
Just wanted to see what the strategic options were.

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

Look, I'm not going to go and list all of the things that we looked at. But I
can assure you that our Executive Committee and our Board has spent several
months and several Board meetings discussing the pros and cons of different
directions and that's not to say that there weren't some alternatives that had
some benefits in one part or the other. But at the end of the day when we
looked at what this merger of equals could achieve compared to a number of
other areas that we were looking at, this just came out as just so compelling
that it convinced both Boards to move forward with this transaction.

Ryan Burns - Janney Capital - Analyst

Okay, great. And then just the other question is again looking at some of the
(inaudible), it looks like there is a lot of overlap with some US clients on
the reinsurance side. Just trying to figure out what kind of slippage there or
kind of a dis-synergy should we be thinking about going forward?

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

So here is the good news is that we actually share a lot of clients, but in
many areas we're actually not on the same treaties. And so to me, the reason
that this is really good is because what we're doing is we've got some very
strong relationships on both of our parts and we can leverage the strength of
that relationship and we can actually have a more balanced portfolio with each
of these large accounts, which is why we feel very, very positive about this.
Again, there will likely be some losses, there may be some areas where we've
been so successful as independent companies that we may have to step back; but
by and large we think it's very manageable. And to repeat what Jean-Paul said
earlier, any short-term loss of business we are confident will be easily
recoverable with the enhanced market presence, the scale, and talent that we
will bring to the market.

Operator

Sarah DeWitt, J.P. Morgan.

Sarah DeWitt - J.P. Morgan Securities Inc. - Analyst

Could you tell us what your view of run rate ROE for the combined entity and
then also on book value, you mentioned there would be some PGAAP adjustments
looking at pro forma book value per share?

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

I think this is all information that we want to tie down and make sure that we
have properly, I believe a lot of that information will be made available to
you in the proxy documents. But I think fundamentally, again one of the real
benefits of this is each one of us is bringing our tangible book value to the
party. And I think you can very easily add the tangible book value of each of
the two companies, you can take the standalone profits that you already assume
for us, and you take the benefits of these $200 million worth of synergies on a
pre-GAAP tax basis, and although I feel very optimistic about the market
benefits and the growth that will be derived from this, we're not providing
guidance on that right now. So, I think that the basics of the analysis are
relatively straightforward. With regard to the PGAAP adjustments, obviously
that is a work in process but that does not really affect the viability of this
entity. PGAAP adjustments will run through the book over a couple of years and
after that we will still remain what's one of the preeminent insurance and
reinsurance franchises in the world.

Sarah DeWitt - J.P. Morgan Securities Inc. - Analyst

Okay, great. Thank you.

Operator

Charles Sebaski, BMO Capital.

Charles Sebaski - BMO Capital Markets - Analyst

I guess I want to, Albert, follow-up on I guess a question Brian Meredith had
and just sort of conceptually I'm still having a little bit of trouble with the
reinsurance strategy given the things that are going on in the marketplace. I
guess from a PartnerRe perspective, I can understand the necessity of this
transaction; but I guess from AXIS' perspective, I'm a little surprised at the
seemingly doubling down into reinsurance given all of the things that are going
on unless it opens up greater opportunity for AXIS ventures or the transition
in reinsurance market.

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

Well, you're absolutely right, but again, I take exception with doubling down.
To the extent that currently we have about 50% of our book of business in PandC
reinsurance and we're going to go to 62%; yes, there is incremental growth. But
to me, there is a huge difference between having half of your capital in the
number 12 or 13 reinsurer in the world and having a little bit more of your
capital exposed in the Top 5. Our ability to succeed and take advantage of
market disruption is much stronger as a combined company than we would have
with our current reinsurance business. So, I see it really as increasing the
likelihood of success in this industry. And again, if we could take a couple of
expense ratio points out of the reinsurance business in a competitive
environment, it just makes us so much more competitive in the reinsurance
business. And I'll go back to what I mentioned earlier, I'm very, very
confident that within a very short period of time we'll find ourselves back to
the same mix we had before or whatever is appropriate at that time. But you
also caught it right, I fully expect that we will be much more active in
managing our gross portfolio in partnership with third-party capital
providers.

Charles Sebaski - BMO Capital Markets - Analyst

I appreciate the color.

Operator

Thank you. And at this time, I would like to turn the call back over to
management for any closing comments.

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JANUARY 26, 2015 / 1:30PM, PRE - PartnerRe Ltd. and AXIS Capital Holdings
Limited Conference Call to Discuss its Definitive Merger Agreement

Jean-Paul Montupet - PartnerRe Ltd. - Chairman of the Board

Thank you very much. I will only repeat what I've said at the beginning. We
cannot think of a better combination to present to our shareholders. We are
very excited about the future of the combined companies and we are going to
work extremely hard together towards moving to a successful closing as early as
possible.

Michael Butt - AXIS Capital Holdings Limited - Chairman of the Board

I agree with that and I also thank you for listening to our case and I
certainly have complete conviction that we have a great idea and a great team
to implement it.

Albert Benchimol - AXIS Capital Holdings Limited - President and CEO

All I could tell you is that the leadership teams of both companies are
incredibly excited and motivated. We think there is unlimited potential here
and we look forward to delivering it to our shareholders.

David Zwiener - PartnerRe Ltd. - Interim CEO

Thank you all. I guess each one of us will talk to you next week on the
earnings conference call.

Operator

Thank you. The conference has now concluded. Thank you for attending today's
presentation. You may now disconnect. Have a nice day.

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