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):  July 30, 2008
PartnerRe Ltd.
(Exact Name of Registrant as Specified in 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))

Section 1 – Registrant’s Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement

Forward Amendment

On July 31, 2008, PartnerRe Ltd. (NYSE:PRE) (“we”, “us”, or “our”) announced that it has entered into an amendment (the “Forward Amendment”) to the confirmation, dated as of October 25, 2005, between us and an affiliate of Citigroup Global Markets Inc. (“forward counterparty”), which originally evidenced a three-year equity forward sale agreement allowing us to deliver our common shares to the forward counterparty at any time during the term of the agreement. Under the terms of the Forward Amendment, half of the forward sale agreement will mature according to its original term beginning on September 26, 2008, while the remaining half is extended by 18 months.

The future sale price of our common shares under the amended half of the forward sale agreement will be no less than $59.41 and no more than $84.51 per common share.  The future sale price under the half of the forward sale agreement that was not amended remains unchanged at no less than $59.41 and no more than $79.63 per common share.

Under the Forward Amendment, any portion of the forward sale agreement that we do not elect to settle early as described below will be settled over a 40 trading day period beginning on September 26, 2008, in the case of the unamended half of the forward sale agreement, and beginning on April 28, 2010, in the case of the amended half of the forward sale agreement.

On each settlement date, we will issue and deliver to the forward counterparty a pro rata portion of 3,366,295 common shares, which is the number of our common shares that underlies each half of the forward sale agreement, and the forward counterparty will pay us a purchase price that will be determined as follows.  The purchase price for each settlement date will be the product of the daily per share purchase price for that settlement date and the number of shares delivered on that settlement date.

For the unamended half of the forward sale agreement, the daily per share purchase price for any settlement date will remain unchanged and therefore will be determined as follows:

· if the closing price of our common shares on the New York Stock Exchange is less than or equal to the floor price of $59.41, the daily per share purchase price will be such floor price;

· if such closing price is greater than the floor price but less than or equal to the cap price of $79.63, the daily per share purchase price will be such closing price; and

· if such closing price is greater than such cap price, the daily per share purchase price will be such cap price.

For the amended half of the forward sale agreement, the daily per share purchase price for any settlement date will be determined as follows:

· if the closing price of our common shares on the New York Stock Exchange is less than or equal to the floor price of $59.41, the daily per share purchase price will be such floor price;

· if such closing price is greater than the floor price but less than or equal to the cap price of $84.51, the daily per share purchase price will be such closing price; and

· if such closing price is greater than such cap price, the daily per share purchase price will be such cap price.

As a result, we will receive at least the floor price for each share we deliver, and we retain the benefit of any appreciation in our share price between the floor price and the cap price.

The forward sale agreement is otherwise unchanged.

Loan Amendment

Additionally, on July 31, 2008, we also entered into an amendment (the “Loan Amendment”) to the loan agreement, dated as of October 25, 2005, among us, as borrower, Citibank, N.A., as administrative agent, and Citibank, N.A., as lender, which originally evidenced a three-and-a-half-year term loan agreement with Citibank, N.A.  Under the terms of the Loan Amendment, the maturity of half of the original $400 million loan is extended to July 12, 2010. The remaining half of the original loan will retain its original maturity of April 27, 2009.

Under the Loan Amendment, the amended half of the loan will bear interest quarterly at a floating rate of 3-month LIBOR plus 0.50% through April 27, 2009 and at a rate of 3-month LIBOR plus 0.85% thereafter.  The interest rate on the unamended half of the loan will remain unchanged at 3-month LIBOR plus 0.50%.

The loan is otherwise unchanged.

The description of the Forward Amendment and the Loan Amendment herein is qualified in its entirety by reference to the full text of such Forward Amendment and Loan Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein.

Section 8 – Other Events

Item 8.01  Other Events

On July 30, 2008, we repurchased one million of our common shares after the close of market for a total cost of approximately $70.24 million pursuant to our currently effective share repurchase authorization.

Section 9 - Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Document
10.1	Amendment, dated as of July 31, 2008, to the confirmation, dated as of October 25, 2005, between Citibank, N.A. and PartnerRe Ltd.
10.2	Amendment, dated as of July 31, 2008, to the loan agreement, dated as of October 25, 2005, among PartnerRe Ltd., as borrower, Citibank, N.A., as administrative agent, and Citibank, N.A., as lender.

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:	August 4, 2008	By:	/s/ Amanda E. Sodergren
			Name:	Amanda E. Sodergren
			Title:	Chief Legal Counsel

EXHIBIT INDEX

Exhibit No.	Document
10.1	Amendment, dated as of July 31, 2008, to the confirmation, dated as of October 25, 2005, between Citibank, N.A. and PartnerRe Ltd.
10.2	Amendment, dated as of July 31, 2008, to the loan agreement, dated as of October 25, 2005, among PartnerRe Ltd., as borrower, Citibank, N.A., as administrative agent, and Citibank, N.A., as lender.

EX-10.1

Exhibit 10.1

AMENDMENT TO CONFIRMATION

THIS AMENDMENT (this “Amendment”) is made as of July 31, 2008 between Citibank, N.A. (“Citibank”) and PartnerRe Ltd.(“Counterparty”).

WHEREAS, Citibank and Counterparty are parties to a Confirmation dated as of October 25, 2005 (the “Confirmation”), evidencing the transaction with the Transaction Reference Number E05-01958 to E05-01997;

WHEREAS, the parties wish to amend the Confirmation on the terms and conditions set forth in this Amendment;

NOW, THEREFORE, in consideration of their mutual covenants herein contained, the parties hereto agree as follows:

Section 1.  Terms Used but Not Defined Herein.  Capitalized terms used but not defined herein shall have the respective meanings given to them in the Confirmation.

Section 2.  Amendment to the Confirmation.  The Transaction shall be split into two Transactions (the “2008 Transaction” and the “2010 Transaction”, respectively), each with terms identical to those of the original Transaction, except that:

(a)  The Number of Shares in the aggregate for all Tranches of each of the 2008 Transaction and the 2010 Transaction shall be 3,366,295.

(b)  Section 14(d) of the Confirmation and Section 9(d) of Annex A to the Confirmation shall be amended for each of the 2008 Transaction and the 2010 Transaction by replacing the number 10,000,000 therein with the number 5,000,000.

(c)  The following amendments shall be applicable only with respect to the 2010 Transaction:

(i)           The “Forward Cap Price” under Section 3 of the Confirmation shall be USD84.51.

(ii) The “Periodic Payment Dates” under Section 4 of the Confirmation shall be amended by (i) adding the punctuation “,” immediately after the date “July 28, 2008” in the fourth line thereof and (ii) replacing the phrase “and September 25, 2008” in the fourth and fifth lines thereof with the phrase “October 27, 2008, January 26, 2009, April 27, 2009, July 27, 2009, October 26, 2009, January 25, 2010 and April 26, 2010”.

(iii) The “Valuation Date” under Section 5 of the Confirmation shall be amended by replacing the date “September 26, 2008” in the first line thereof with the date “April 28, 2010”.

(iv) The “Final Disruption Date” under Section 5 of the Confirmation shall be July 16, 2010.

(v) The second introductory paragraph under Annex A to the Confirmation shall be amended by adding the phrase “, as amended from time to time” immediately after the parenthetical “(“Citibank”)” in the third line thereof.

(vi) The “Final Disruption Date” under Section 2 of Annex A to the Confirmation shall be August 25, 2010.

(vii) The first introductory paragraph under Annex B to the Confirmation shall be amended by adding the phrase “, as amended from time to time,” immediately after the parenthetical “(“Pledgor”)” in the third line thereof.

(d)  For the avoidance of doubt, all references in the Confirmation to the “Transaction” shall be deemed to be references to each of the 2008 Transaction and the 2010 Transaction as the context requires.

Section 3.  Payment.  On September 25, 2008, Counterparty shall pay Citibank an amount equal to USD87,850.

Section 4.  Representations.  Each of the parties hereto represents that (i) it has all necessary corporate power and authority to execute, deliver and perform its obligations contemplated by this Amendment, (ii) such execution, delivery and performance have been duly authorized by all necessary corporate action, and this Amendment has been duly and validly executed and delivered and constitutes its valid and binding obligation, enforceable against it in accordance with its terms hereunder, and (iii) this Amendment will not conflict with any agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound.

Section 5.  Effectiveness.  This Amendment shall become effective upon execution by the parties hereto.

Section 6.  Counterparts.  This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

Section 7.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

Section 8.  Waiver of Trial by Jury.  EACH OF COUNTERPARTY AND CITIBANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Section 9.  Effectiveness of Confirmation.  Except as amended hereby, all the terms of the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.

IN WITNESS WHEREOF, the parties have signed this Amendment as of the date and year first above written.

PARTNERRE LTD.
By:	/s/ Albert Benchimol
Name:	Albert Benchimol
Title:	EVP & Chief Financial Officer

Agreed and accepted by:
CITIBANK, N.A.
By:	/s/ Herman Hirsch
Authorized Signatory

EX-10.2

Exhibit 10.2

AMENDMENT TO

LOAN AGREEMENT AND

$400,000,000 PROMISSORY NOTE

THIS AMENDMENT (this “Amendment”) is made as of July 31, 2008 among PartnerRe Ltd., as Borrower, Citibank, N.A., as Administrative Agent, and Citibank, N.A., as Lender.

           WHEREAS, the Borrower, the Administrative Agent and the Lender are parties to a loan agreement dated as of October 25, 2005 (the “Loan Agreement”);

WHEREAS, the Borrower, for value received, executed and issued a $400,000,000 promissory note to the Lender dated October 31, 2005 pursuant to the Loan Agreement (the “ Existing Note”);

WHEREAS, the Borrower, the Administrative Agent and the Lender wish to amend the Loan Agreement on the terms and conditions set forth in this Amendment;

NOW, THEREFORE, in consideration of their mutual covenants herein contained, the Borrower, the Administrative Agent and the Lender hereto agree as follows:

Section 1.  Terms Used but Not Defined Herein.  Capitalized terms used but not defined herein, except for the term “Lender”, shall have the respective meanings given to them in the Loan Agreement and the term “Lender” shall have the meaning given to it in the Note.

Section 2.  Amendment to the Loan Agreement.   The Advance on the Loan Agreement shall be split into two Advances (the “2008 Advance” and the “2010 Advance”, respectively), each with the terms set forth in the Loan Agreement, except that:

(a)  The aggregate principal amount of each of the 2008 Advance and the 2010 Advance shall be $200,000,000.

(b)  Each Advance will be evidenced by a separate Note in the manner set forth in Section 2.2 of the Loan Agreement.

(c)  Exhibit A of the Loan Agreement shall be amended by (i) replacing the phrase “from the date hereof” in the fifth and sixth lines of the first full paragraph of such Exhibit A with the phrase “from, and including, July 28, 2008” and (ii) adding the phrase “, as amended from time to time” immediately after the word “thereto” in the fourth line of the third full paragraph of such Exhibit A.

(d)  The following amendments shall be applicable only with respect to the 2010 Advance:

(i) The definition of “Interest Payment Dates” under Section 1.1 of the Loan Agreement shall be amended by (i) adding the punctuation “,” immediately after the date “January 26, 2009” in the third line of such definition and (ii) replacing the phrase “and April 27, 2009” in the third and fourth lines of such definition with the phrase “April 27, 2009, July 27, 2009, October 26, 2009, January 25, 2010 and April 26, 2010”.

(ii) The definition of “Maturity Date” under Section 1.1 of the Loan Agreement shall be amended by replacing the date “April 27, 2009” in such definition with the date “July 12, 2010”.

(iii) The definition of “Spread” under Section 1.1 of the Loan Agreement shall be amended by replacing the phrase “0.50% per annum” in such definitionwith the phrase “shall be

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0.50% per annum; provided that, on and after April 28, 2009, the Spread shall be 0.85% per annum”. 

 

(iv) Exhibit A of the Loan Agreement shall be amended by replacing the date “April 27, 2009” in the third line of the first full paragraph of such Exhibit A with the date “July 12, 2010”.

(e)  For the avoidance of doubt, all references in the Loan Agreement to the “Advance” shall be deemed to be references to each of the 2008 Advance and the 2010 Advance as the context requires.

Section 3.  Exchange of Notes.  On the date hereof, the Existing Note shall be tendered by the Lender to the Borrower for cancellation in exchange for Notes evidencing each of the 2008 Advance and the 2010 Advance.

           Section 4.  Representations.  Each of the parties hereto represents that (i) it has all necessary corporate power and authority to execute, deliver and perform its obligations contemplated by this Amendment, (ii) such execution, delivery and performance have been duly authorized by all necessary corporate action, and this Amendment has been duly and validly executed and delivered and constitutes its valid and binding obligation, enforceable against it in accordance with its terms hereunder, and (iii) this Amendment will not conflict with any agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound.

Section 5.  Effectiveness.  This Amendment shall become effective upon execution by the parties hereto.

Section 6.  Counterparts.  This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

Section 7.  Governing Law.  This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.  The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York County for the purposes of all legal proceedings arising out of or relating to this Amendment or the transactions contemplated in this Amendment, the Loan Agreement and the Note. The Borrower irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.  The Borrower hereby irrevocably designates, appoints and empowers the Service of Process Agent, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding referred to in this Section 7.  If for any reason such designee, appointee and agent shall cease to be available to act as such, the Borrower agrees to designate a new designee, appointee and agent on the terms and for the purposes of this provision reasonably satisfactory to the Administrative Agent.

Section 8.  Waiver of Trial by Jury.  EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED IN THIS AMENDMENT, THE LOAN AGREEMENT AND THE NOTE.

Section 9.  Effectiveness of the Loan Agreement and the Note.  Except as amended hereby, all the terms of the Loan Agreement and the Note shall remain and continue in full force and effect and are hereby confirmed in all respects.

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IN WITNESS WHEREOF, the parties have signed this Amendment as of the date and year first above written.

PARTNERRE LTD.
By:	/s/ Albert Benchimol
Name:	Albert Benchimol
Title:	EVP & Chief Financial Officer

Agreed and accepted by:
CITIBANK, N.A.
as Administrative Agent
By:	/s/ Herman Hirsch
	Authorized Signatory
CITIBANK, N.A.
as Lender
By:	/s/ Herman Hirsch
	Authorized Signatory

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