8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   September 17, 2004

PartnerRe Ltd.

(Exact name of registrant as specified in its charter)

	0-2253
	(Commission File Number)
Bermuda		Not Applicable
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

Chesney House, 96 Pitts Bay Road, Pembroke, Bermuda	HM 08
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (441) 292-0888

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     All compensation for the non-employee directors is made from the 2003 Non-Employee Director’s Plan (the "Plan"), as approved by Shareholders at the May 2003 annual general meeting and is subsequently approved by the Governance & Nominating Committee of the Board. Restricted stock units, as described below, are awarded by the Committee on a quarterly basis, in September, December, March and June. Stock options are awarded annually on the date of the annual general meeting. The objective of the Plan is to further align interests of Directors and Shareholders by incenting ownership in the form of stock options and restricted stock units while maintaining competitive compensation levels.

The total compensation package for director service consists of three components:

• Cash compensation
• Stock Options
• Restricted Share Units (RSU’s)

				Board Chairman
Component		Director Annual Amount		Annual Amount
Cash	$	50,000	$	155,000
Options		4,500		5,000
Restricted Share Units (RSU)	$	80,000	$	90,000
Dividend Equivalents in RSU		Per actual dividend rate		Per actual dividend rate
		declared by the Board		declared by the Board

Equity Components

     The stock option awards are immediately vested options to purchase Common Shares of PartnerRe Ltd. which are granted each year on the date of the annual general meeting.

     The RSU’s are immediately vested and awarded on a quarterly basis. Each RSU award has a delivery date restriction of five years from the date of grant. The delivery date restriction applies regardless of termination of directorship except in the case of death, in which case the shares are immediately deliverable to the named beneficiary or estate. Directors may elect to extend the delivery date restriction to 10 years or 15 years from the date of grant. Dividend equivalents on cumulative RSU awards are paid out quarterly in the form of additional RSU awards under the same conditions.

     A total of 1,000,000 Common Shares may be issued under the 2003 Non-Employee Director’s Plan.

     The 2003 Non-Employee Director’s Plan may be amended or terminated by the Company at any time, in whole or in part. However, any amendment for which shareholder approval is required by law will not be effective until such approval has been obtained. Unless terminated earlier, the Plan expires on 22 May 2013, the tenth anniversary of its adoption by the Board, and no further Director’s Shares or Options may be granted there under after such date.

Elective Equity Incentive

     In order to further align director and shareholder interests, the guidelines allow directors to elect each year to defer 50% or 100% of their cash compensation to be paid out in equity. Increased share ownership is further incented by a match of 25% on the value of deferred cash compensation. This value is paid out in RSU awards which are granted under the same terms and conditions as the other RSU grants.

     The forms of the Company’s Director Stock Option Agreement and Notice of Grant, and the Restricted Share Unit Award and Notice of Restricted Share Units, are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference in this report.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.	Description
10.1	Form of PartnerRe Ltd. Director Stock Option Agreement and Notice of Grant
10.2	Form of PartnerRe Ltd. Restricted Share Unit Award and Notice of Restricted Share Units

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PartnerRe Ltd.
Date:	September 17, 2004	By: /s/ Amanda Sodergren
		Name: Amanda Sodergren
		Title:   Associate General Counsel

Exhibit Index

Exhibit No.	Description
10.1	Form of PartnerRe Ltd. Director Stock Option Agreement and Notice of Grant
10.2	Form of PartnerRe Ltd. Restricted Share Unit Award and Notice of Restricted Share Units

EX-10.01

Exhibit 10.1

PartnerRe Ltd. Director Stock Option Agreement

<Name>
<Date>

     This Option Agreement (the "Agreement") is made effective as of <Date>, by and between PartnerRe Ltd. (the "Company"), and <Name> (the "Optionee"), a non-employee Director of the Company.

     WHEREAS, the Company desires to afford the Optionee the opportunity to purchase common shares, $1.00 par value, for the Company ("Shares”).

     NOW, THEREFORE, in connection with the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

     1. Definitions; Conflicts. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the PartnerRe Ltd. 2003 Non-Employee Directors Stock Plan (the "Plan"). The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the terms and provisions of this Agreement, the terms and provisions of the Plan shall govern and control.

     2. Grant of Options. The Company hereby grants to the Optionee the right and option (the "Option") to purchase up to, but not exceeding in the aggregate, the number of Shares as set forth in the attachment to this Agreement, for each Option award on each date of grant as so indicated, on the terms and conditions herein set forth.

     3. Purchase Price. The purchase price per Share of the Options shall be the Grant Price provided in the Notice of Grant.

     4. Term of Options. The term of the Option shall be ten (10) years from the date of grant of such award as so indicated in the attachment to this Agreement, subject to earlier termination as provided in Section 6 hereof.

     5. Vesting of Options. The Option set forth in the attachment to this Agreement, subject to the terms, conditions and limitations contained herein, shall be fully vested and exercisable as of the date hereof.

     6. Termination of Directorship. In the event the Optionee ceases to be a member of the board of Directors of the Company for any reason, any then unexercised portion of the Option may be exercised within a period of one year following the date of such cessation, but in no event later than the expiration of the Option.

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     7. No Rights as a Shareholder. The Optionee shall have no rights as a shareholder with respect to any Shares issuable upon the exercise of the Option until the date of issuance to the Optionee of a certificate evidencing such Shares. No adjustments, other than as provided in Section 6(d) of the Plan, shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions for which the record date is prior to the date the certificate for such Shares is issued.

     8. Method of Exercising Options.

     (a) Notice of Exercise. Subject to the terms and conditions of this Agreement, Options may be exercised by written notice to the Company at its principal executive offices located in Pembroke Parish, Bermuda, Attn: Group HR. Such notice shall state the election to exercise Options and the number of Shares in respect of which the Options are being exercised, shall be signed by the person or persons so exercising the Options and shall be accompanied by payment in full of the Purchase Price for such Shares.

     (b) Payment of Purchase Price for Shares.

Payment for shares of Stock acquired pursuant to Options granted hereunder shall be made in full, upon exercise of the Options either:

(A)	in immediately available funds in United States dollars, by wire transfer, certified or bank cashier’s check; or
(B)	by surrender to the Company of shares of Stock which have either (I) have been held by the Holder for at least six-months, or (II) were acquired from a person other than the Company, and have a Fair Market Value equal to such aggregate purchase price; or
(C)	unless otherwise blocked by sale or transfer, by delivering to the Company a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company an amount of sale or loan proceeds sufficient to pay the aggregate exercise price; or
(D)	by any combination of (A), (B), or (C) above; or
(E)	by any other means approved by the Committee.

The certificate for Shares acquired upon exercise of Options shall be registered in the name of the person or persons so exercising the Options. All Shares purchased upon the exercise of Options as provided herein shall be fully paid and non-assessable.

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     9. Non-Qualified Stock Options. Options granted hereunder are not intended to be an "incentive stock option" within the meaning of Section 422 of the U.S. Internal Revenue Code of 1986 as amended.

     10. Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

     11. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of Bermuda without reference to the principles of conflicts of laws thereof.

     12. Headings. Headings are for the convenience of the parties and are not deemed to be part of this Agreement.

     13. Transferability. This option shall not be transferable except in accordance with the provisions of Section 11(e) of the Plan.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

PARTNERRE LTD.
	By:
	Name:	Diana Wilson
	Title:	Group Human Resources
OPTIONEE
	By:
	Name:	<Name>

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Notice of Grant
<name>			Option Number:	0000__________
<address>			Option Plan:	DlR2
			ID:	#
	Grant Date:		<date>
	Type of Option:		Non-Qualified Stock Option
	Number of Options:		#
	Grant Price:		$
Vesting Schedule:
	Shares	Vest Type	Full Vest	Expiration
	#	On Vest Date	<date>	<date>
By your signature and the Company's signature below, you and the Company agree that these Options are granted under and are governed by the terms and conditions of the Company’s Stock Option Plan and the Stock Option Agreement.
PartnerRe Ltd.			Date
<name>			Date

Wellesley House South, 90 Pitts Bay Road	Telephone	(1 441) 292 0888
Pembroke HM 08, Bermuda	Telefax	(1 441) 296 2250	http://www.partnerre.com

EX-10.02

Exhibit 10.2

PartnerRe Ltd.
Restricted Share Unit Award

<Name>
<Date>

      This Award Agreement (the "Agreement") is made effective as of <Date>, by and between PartnerRe Ltd. (the "Company"), and <Name> (the "Participant"), a non-employee Director of the Company.

      NOW, THEREFORE, in connection with the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

      1. Definitions; Conflicts. Unless defined in this Restricted Share Unit Award (this “Award Document”), capitalized terms will have the same meanings ascribed to them in the PartnerRe Ltd. 2003 Non-Employee Directors Stock Plan (the “Plan”).

      2.Purpose of Award Document. The purpose of this Award Document is to grant Restricted Share Units to the Participant receiving this Award and named below. The Restricted Share Units that are the subject of this grant will be known as “RSUs”.

      3.Award Document. This Award Document is entered into pursuant to the terms of the Plan, and evidences the grant of a share-based award in the form of RSUs pursuant to the Plan. By receipt of this Award Document, the Participant acknowledges receipt of a copy of the Plan and further agrees to be bound thereby and by the actions of the Committee and/or the Board pursuant to the Plan.

      4. Grant of RSUs. The Participant is granted an award of RSUs in the amount and on the date (the “Grant Date”) as specified in the Notice of RSU attached to this document.

      5. Rights. A RSU carries no voting rights. A RSU carries the right to receive dividend equivalents payable in Shares and which will be subject to the same terms as the related RSU. Such dividend rights will accrue as of each dividend payment date, if any, on a compounded basis until the delivery of the Shares underlying the RSUs (including the dividend equivalents thereon), based on the Fair Market Value of a Share at the time of such dividend payment.

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      6.Terms. Each RSU represents a fully vested right to delivery of one Share in the future. All of the Shares underlying the RSUs (including any dividend equivalents thereon) will be delivered on the fifth anniversary of the Grant Date; provided that such delivery may be further deferred by filing a timely election with the Company, deferring such delivery until the tenth or fifteenth anniversary of the Grant Date, at the election of the Participant. After a Participant’s death, the delivery deferral will be lifted and the shares will be immediately delivered to his or her designated beneficiary or estate, as the case may be.

      7. Change in Control. Upon a Change in Control, the RSUs will be subject to Section 12(e)(i) of the Plan.

      8.Shareholder Rights. Subject to Section 4, the Participant will have no rights as a shareholder with respect to the Shares to which this Award relates until the date on which the Participant becomes the holder of record of such Shares.

      9. Transferability. The transferability of a RSU will be subject to Sections 11(d) and 11(e) of the Plan.

      10. Termination. Upon termination of the Participant’s service, all remaining Shares underlying the RSUs (including any dividend equivalents thereon) will remain deliverable on the fifth anniversary of the Grant Date or such deferred date as the Participant may have elected.

      11. Entire Agreement. The Plan and this Award Document (including the Notice of RSU) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. Any modification of this Award Document must be in writing signed by the Company (oral statements by any person cannot modify this Award Document). Decisions of the Committee with respect to the administration and interpretation of the Plan and this Award Document will be final, conclusive and binding on all persons.

      12. Data Protection. The Participant hereby acknowledges and agrees that the Company or any of its Affiliates may process sensitive personal data about the Participant. The Participant hereby gives his or her explicit consent to the Company to process any such personal and/or sensitive data. The Participant also hereby provides explicit consent to the Company to transfer any such personal and/or sensitive data outside of the country in which he or she is providing services.

      13. Acquired Rights. The Participant hereby acknowledges and agrees that this Award does not provide any entitlement to any benefit other than that granted under the Plan. The Participant acknowledges and agrees that the benefits granted under the Plan are entirely at the discretion of the Committee and/or the Board and that the Committee and/or the Board, subject to Section 12 of the Plan, retains the right to amend or terminate the Plan at any time, in its sole discretion and without notice.

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      14. Governing Law. This Award Document will be governed by and construed in accordance with the laws of Bermuda, without regard to conflict of laws.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

PARTNERRE LTD.
	By:
	Name: Diana Wilson
	Title:   Group Human Resources
OPTIONEE
	By:
	Name: <Name>

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Notice of Restricted Share
Units
		Award Number:	0000__________
<NAME>
		Plan:	DlR2
<ADDRESS>
		ID:	#
Effective <date>, you have been granted an award of    #   RSU’s of PartnerRe Ltd. (the Company) common stock with a fair market value of $         .
The current total value of the award is $
	RSU's	Delivery Date
	#	<date>
By your signature and the Company's signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the Company’s Plan and the Restricted Share Agreement, all of which are attached and made a part of this document.

PartnerRe Ltd.	Date
<name>	Date

Wellesley House South, 90 Pitts Bay Road	Telephone	(1 441) 292 0888
Pembroke HM 08, Bermuda	Telefax	(1 441) 296 2250	http://www.partnerre.com