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):   February 16, 2005

PartnerRe Ltd.

(Exact Name of Registrant
as specified in its Charter)

	Bermuda
	(State or other jurisdiction of incorporation)
0-2253		Not Applicable
(Commission File Number)		(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. below):

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

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

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.

     On February 10, 2005 the Compensation Committee of the Board of Directors of the Company granted stock options and restricted stock unit awards to certain named executive officers pursuant to the Company’s previously filed Employee Incentive Plan, as follows:

Name	Title	Stock Options granted	Restricted Stock Unit Awards granted
Patrick Thiele	President and CEO, PartnerRe Ltd.	50,143	46,700*
Albert Benchimol	Executive Vice President and Chief Financial Officer, PartnerRe Ltd.	42,800	12,200
Bruno Meyenhofer	CEO, PartnerRe Global	42,800	12,200
Scott Moore	CEO, PartnerRe U.S.	-	12,200
Mark Pabst	Executive Vice President, PartnerRe Ltd.	-	20,000**

*14,470 are immediately vested but are subject to extended restrictions on delivery.

**Restricted Stock Units will vest immediately but are subject to extended restrictions on delivery.

     The grant price for all stock options granted was $62.91. The forms of the Company’s Executive Stock Option Agreement and Notice of Grant, and the Executive Restricted Stock Unit Award Agreement and Notice of Restricted Stock 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. Executive Stock Option Agreement and Notice of Grant
10.2	Form of PartnerRe Ltd. Executive Restricted Stock Unit Award Agreement and Notice of Restricted Stock 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.
		(Registrant)
Date:	February 16, 2005	By:	/s/ Amanda Sodergren
			Name:	Amanda Sodergren
			Title:	Director of Group Legal

INDEX TO EXHIBITS

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

EX-10.1

PartnerRe Ltd.
Executive Stock Option Agreement

<Name>
<Date>

     This Option Agreement (the "Agreement") commences and is made effective as of <Date>, by and between PartnerRe Ltd. (the "Company"), and <Name> (the "Optionee"), an employee of the PartnerRe Group (PartnerRe Group is defined to include PartnerRe Ltd. and its affiliates and subsidiaries).

     WHEREAS, the Company desires to afford the Optionee the opportunity to purchase common stock, $1.00 par value, of the Company ("Stock") pursuant to the PartnerRe Ltd. Employee Incentive Plan (the “Plan”). Further, it is understood by the Optionee and the Company that it is the expectation of the Company that the Optionee will view the grant of such Option awards with a long term view of increasing shareholder value and thereby retain a substantial portion of such Option awards received during the period of employment subject to the expiration periods of such Options awarded.

     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 Plan terms and provisions of which 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. Subject to the terms and conditions set forth herein, the Company hereby grants to the Optionee options (the "Options") to purchase up to, but not exceeding in the aggregate, the number of shares of Stock as set forth in the attachment to this Agreement (the “Notice of Grant”). Subject to the same terms and conditions set forth herein and in the Plan, the Company may make one or more additional grants of Options to the Optionee by providing the Optionee with a new Notice of Grant, which shall include any differing terms and conditions. The Company reserves all rights with respect to the granting of additional Options hereunder and makes no implied promise to grant additional options.

     3. Grant Price. The grant price per share of Stock of the Options shall be the price provided in the Notice of Grant, (the "Grant Price").

     4. Term of Options. The term of the Options shall be no longer than ten (10) years from the date of grant provided in the Notice of Grant (the “Date of Grant”), subject to earlier termination as provided in Section 6 hereof.

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     5. Vesting of Options. Subject to the terms, conditions and limitations contained herein, the Options shall vest and become exercisable with respect to the Stock covered by such Options in accordance with the following instalments:

• 33% of the Options on the first anniversary of the Date of Grant,
• 33% of the Options on the second anniversary of the Date of Grant, and
• 34% of the Options on the third anniversary of the Date of Grant.

     6. Termination of Employment. In the event the Optionee ceases to be an employee of the PartnerRe Group prior to the expiration of the term of the option, as provided in Section 4 above (the “Expiration Date”), the following restrictions apply,

     If the Optionee ceases employment by reason of:

a. Death or Disability. (i) Options which are vested on the date of termination shall remain exercisable for twelve (12) months following the date of termination of employment, but in no event shall such vested Options remain exercisable later than the Expiration Date, and (ii) unvested Options shall be forfeited on the date of such termination.

For the purposes of Section 6.a. above, unless otherwise determined by the Committee, the definition of each of the above stated reasons for termination of employment shall have the same meaning as provided either in the Optionee’s jurisdictional legislation or the Company employee benefit plans in which the employee participates.

b. Company with Cause, Company without Cause, Employee Termination with Good Reason, Employee Termination without Good Reason (other than for Retirement). (i) Options which are vested on the date of termination shall remain exercisable for three (3) months following the date of termination of employment, but in no event shall such vested Options remain exercisable later than the Expiration Date, and (ii) unvested Options shall be forfeited on the date of such termination.

c. Retirement. (i) Options, which are vested on the date of termination, shall remain exercisable until the Expiration Date, and (ii) unvested Options shall continue to vest under the original vesting provisions for thirty-six (36) months following the date of termination of employment and shall remain exercisable until the Expiration Date.

d. Post-termination Covenants. Notwithstanding the provisions of section 6.c. above, the continuation of the vesting and exercise periods following retirement is contingent upon the Executive’s compliance with the limitations on his business activity, including; (i) refraining from competing in the reinsurance business in the locations where PartnerRe does business, and, (ii) refraining from soliciting employees or customers of PartnerRe to a company that competes in the reinsurance business in the locations where PartnerRe does business, and (iii) disclosing confidential information of PartnerRe (unless legally required to do so); until the sooner of (i) thirty–six months following retirement, or (ii) until all options granted pursuant to this agreement have vested and have been exercised or expired.

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e. Retirement. As defined under this agreement is a voluntary termination after achieving any of the following age and service combinations:
55 years old with 10 years of service; or
58 years old with 8 years of service; or
60 years old with 5 years of service.

In the event that any of the terms laid down in the Optionee’s contract of employment conflict with the provisions of this section, the contract of employment shall prevail.

     7.No Rights as a Shareholder. The Optionee shall have no rights as a shareholder with respect to any Stock issuable upon the exercise of any Option award until the date of issuance of said Stock by the Company’s Share Register. No adjustments, other than as provided in Section 11 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 Stock is issued.

     8. Transferability. Options may be transferable, to the extent provided in this Agreement, to any person or entity who would be considered a “family member” of the Participant for purposes of Form S-8 under the U.S. Securities Act of 1933.

     9.Method of Exercising Options. Subject to the terms and conditions of this Agreement, Company Designated Insiders will need to request pre-clearance from Group Legal in compliance with PartnerRe Ltd.’s Trading Policy. Optionees will need to complete the Company’s Notice of Exercise form stating their election to exercise Options and it shall be signed by the person or persons so exercising the Options and forwarded to Group HR. Procedures are provided by the Company.

     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 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)	by delivering irrevocable trade 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

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(D)	by any combination of (A), (B), or (C) above; or
(E)	by any other means approved by the Committee.

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

     10. 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.

     11. Data Protection. The Optionee hereby acknowledges and agrees that PartnerRe Group may process personal data about the Optionee in relation to the stock option award herein. The Optionee acknowledges that, in connection with the above and strictly for said purposes, some of this personal data may be transferred internally to other affiliates of the Company and externally to the Company's broker E-Trade in the U.S.A and to Hewlett-Packard Gmbh, in Switzerland, which is responsible for the technical and operational aspects of the Company's human resource systems. The Optionee shall have the right to access and rectify personal data maintained by PartnerRe Group.

     The Optionee hereby gives his or her explicit consent to PartnerRe Group to transfer or process any such personal and/or sensitive data outside of the country in which he or she is providing services.

     12. Rights or Entitlements. The Optionee hereby acknowledges and agrees that this award does not provide any entitlement to any benefit other than that granted under the Plan. The Optionee further acknowledges and agrees that any benefits granted under the Plan are not a part of such Optionee’s base salary or other compensation, and will not be considered a part of any pension or severance payments in the event of a termination of the Optionee’s employment or service for any reason.

     13. Change in Control. Upon a Change in Control, all options will be subject to Section 12 of the Plan.

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

     15. 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.

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

     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:	#
PartnerRe Ltd.			Option Plan:	EIP2
96 Pitts Bay Road			ID:
Pembroke HM08, Bermuda
	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>
		On Vest Date
		On Vest Date
For further information, please see the Stock Plan Information folder in the Human Resource section on PartnerRelink.
By your acceptance 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 as amended and the Stock Option Agreement.
PartnerRe Ltd.

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

EX-10.2

PartnerRe Ltd.
Executive Restricted Stock Unit Award Agreement

<Name>
<Date>

     This Award Agreement (the "Agreement") commences and is made effective as of <Date>, by and between PartnerRe Ltd. (the "Company"), and <Name> (the "Participant"), an employee of PartnerRe Group (PartnerRe Group is defined to include PartnerRe Ltd. and its affiliates and subsidiaries).

     WHEREAS, the Company desires to afford the Participant the opportunity to own common stock, $1.00 par value, of the Company ("Stock") pursuant to the PartnerRe Ltd. Employee Incentive Plan (the “Plan”). Further, it is understood by the Participant and the Company that it is the expectation of the Company that the Participant will view the grant of such Awards with a long term view of increasing shareholder value and thereby retain the Awards received during the period of employment.

     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 Plan terms and provisions of which 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. For the purposes of this Award, the RSU shall have the same meaning as Phantom Stock as described in the Plan.

     2. Purpose of Award Document. The purpose of this Agreement is to grant Restricted Stock Units to the Participant receiving this Award. The Restricted Stock Units that are the subject of this grant will be known as “RSUs”. Each RSU represents the right to future delivery of one share of Stock, subject to Section 9(e) of the Plan.

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

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

     5. Term of RSUs. The term of the RSUs shall be longer than ten (10) years from the date of grant provided in the Notice of RSU (the “Date of Grant”), subject to earlier termination as provided in Section 9 hereof.

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     6. Shareholder Rights. The Participant will have no rights as a shareholder with respect to the Stock to which this Award relates until the date the Stock is delivered to the Participant. A RSU shall provide the Participant with the right to receive dividend equivalents payable in cash from grant until vesting. Dividend equivalents accrue at the same time and at the same rate as actual dividends paid on Company Stock.

     7. Vesting. Subject to the terms and conditions contained herein, RSUs shall fully vest three years following the Date of Grant. All of the Stock underlying the RSUs will be delivered to the Participant as soon as administratively practicable after the time of vesting. Company Designated Insiders will receive their Stock when there is no designated black out period in effect.

     8. Transferability. RSUs are transferable only upon vesting. RSUs may be transferable, to the extent provided in this Agreement, to any person or entity that would be considered a “family member” of the Participant for purposes of Form S-8 under the U.S. Securities Act of 1933.

     9. Termination. In the event that the Participant ceases to be an employee of PartnerRe Group prior to the vesting of all of the RSUs granted under this Agreement, the following conditions shall apply:

a.Death or Disability. All unvested RSUs shall be forfeited on the date of such termination.

b. Company with Cause, Company without Cause, Employee Termination with Good Reason, Employee Termination without Good Reason (other than for Retirement). All unvested RSUs shall be forfeited on the date of such termination.

c. Retirement. All unvested RSUs shall continue to vest under the original vesting provisions for thirty-six (36) months following the date of termination of employment.

d. Post-termination Covenants. Notwithstanding the provisions of section 9.c. above, the continuation of the vesting period following retirement is contingent upon the Executive’s compliance with the limitations on his business activity, including; (i) refraining from competing in the reinsurance business in the locations where PartnerRe does business, and, (ii) refraining from soliciting employees or customers of PartnerRe to a company that competes in the reinsurance business in the locations where PartnerRe does business, and (iii) disclosing confidential information of PartnerRe (unless legally required to do so); until the sooner of (i) thirty–six months following retirement, or (ii) until all unvested RSUs granted pursuant to this agreement have vested.

e. Retirement. Retirement shall have the following definition under this agreement: a voluntary termination after achieving any of the following age and service combinations:
55 years old with 10 years of service; or
58 years old with 8 years of service; or
60 years old with 5 years of service.

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In the event that any of the terms laid down in the Participant’s contract of employment conflict with the provisions of this section, the contract of employment shall prevail. For the avoidance of doubt, this Award shall be treated as an Option for the purposes of treatment on termination.

     10. Entire Agreement. The Plan and this Award Agreement (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 Agreement must be in writing signed by the Company. Decisions of the Committee with respect to the administration and interpretation of the Plan and this Award Agreement will be final, conclusive and binding on all persons.

     11. Data Protection. The Participant hereby acknowledges and agrees that PartnerRe Group may process personal data about the Participant in relation to the RSU award herein. The Participant acknowledges that, in connection with the above and strictly for said purposes, some of this personal data may be transferred internally to other affiliates of the Company and externally to the Company's broker and to Hewlett-Packard Gmbh, in Switzerland, which is responsible for the technical and operational aspects of the Company's human resource systems. The Participant shall have the right to access and rectify personal data maintained by PartnerRe Group.

     The Participant hereby gives his or her explicit consent to PartnerRe Group to transfer or process any such personal and/or sensitive data outside of the country in which he or she is providing services.

     12. Rights or Entitlements. 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 further acknowledges and agrees that any benefits granted under the Plan are not a part of such Participant’s base salary or fees, and will not be considered a part of any pension or severance payments in the event of a termination of the Participant’s employment or service for any reason.

     13. Change in Control. Upon a Change in Control, all RSUs will be subject to Section 12 of the Plan.

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

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

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

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     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
PARTICIPANT
By:
Name:	<Name>

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Notice of Restricted Share
Units
<NAME>		Award Number:	#
PartnerRe Ltd.		Plan:	EIP2
96 Pitts Bay Road		ID:
Pembroke HM08, Bermuda
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.

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