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):  March 27, 2014
PartnerRe Ltd.
(Exact Name of Registrant as Specified in Charter)
	Bermuda
	(State or Other Jurisdiction of Incorporation)
001-14536		Not Applicable
(Commission File Number)		(IRS Employer Identification No.)
Wellesley House, 90 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 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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)  On March 27, 2014, PartnerRe Ltd. (the “Company”) or, in certain cases, a subsidiary of the Company, entered into an amended and restated employment agreement with each of Messrs. Costas Miranthis, William Babcock, Emmanuel Clarke and Theodore C. Walker, each of whom is a named executive officer of the Company and a member of the Company’s Executive Committee.

Mr. Miranthis’ amended and restated employment agreement, among other things, provides that:

· Effective for the 2014 performance year, the target value of his annual equity award will be $4,500,000 and the target value of his annual incentive will be 150% of his base salary.  The amounts of annual equity award and annual incentive he will receive will be determined by the Compensation Committee of the Board of Directors of the Company (the “Board”).

· Upon his termination of employment due to death, his spouse (or dependent children if he has no spouse at the time of death) will receive, among other things, (i) 12 months of base salary (an increase from 6 months), (ii) a payment equal to the target annual incentive for the year of termination (an increase of 50%) and (iii) continued health coverage for 24 months following the termination.

· Upon his termination of employment without cause or for good reason, any unvested restricted share unit and share appreciation right awards held by him at the time of termination will vest and, if applicable, be paid out, and any unvested performance share unit awards held by him at the time of termination will vest on a pro rata basis and be paid out based on target level of performance.

· In the event that the Company elects to terminate his employment before the end of the required notice period, he will receive a payment that reflects the amount of compensation he would have earned had he remained an employee through the termination date originally specified in the notice of termination.

· He will generally be subject to covenants not to compete or solicit for a period of 12 months following termination.  In the event of an early termination by the Company after the notice of termination is communicated for a termination without cause or for good reason, he will be subject to such covenants from the date of such early termination to the termination date originally specified in the notice of termination and for 12 months thereafter.

The amended and restated employment agreements for Messrs. Babcock, Clarke and Walker include the same provisions as described above for Mr. Miranthis, except that:

· The target value of annual equity awards for each will be $1,250,000, and the target values of their annual incentives (all at 100% of base salary) remain unchanged.

· In the case of a termination of employment without cause or for good reason, any unvested restricted share unit and share appreciation right awards will vest on a pro rata basis and, if applicable, be paid out.

On March 27, 2014, the Company amended its Change in Control Policy (the “CIC Policy”).  The amended CIC Policy provides for certain change in control benefits upon the occurrence of a qualifying change in control event (defined as a “Significant Transaction” in the amended CIC Policy) and a qualifying termination.  The definition of a “Significant Transaction” provides, among other things, that a Significant Transaction would occur when, at any time during a period of 12 consecutive months, 50% or more of the Board members at the beginning of such period cease to be Board members for any reason.  The change in control benefits include accelerated vesting and, if applicable, payment of any unvested equity awards.

The amended CIC Policy, and the amended forms of executive equity award agreements (reflecting the treatment of equity awards described above), are filed as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d)    Exhibits.

Exhibit No.	Description
10.1	PartnerRe Ltd. Change in Control Policy
10.2	Form of PartnerRe Ltd. Executive Restricted Share Unit Award Agreement
10.3	Form of PartnerRe Ltd. Executive Share-Settled Share Appreciation Right Award Agreement
10.4	Form of PartnerRe Ltd. Executive Performance Share Unit Award Agreement

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:	March 27, 2014	By:	/s/ Marc Wetherhill
			Name:	Marc Wetherhill
			Title:	Chief Legal Counsel

Index to Exhibits

Exhibit No.	Description
10.1	PartnerRe Ltd. Change in Control Policy
10.2	Form of PartnerRe Ltd. Executive Restricted Share Unit Award Agreement
10.3	Form of PartnerRe Ltd. Executive Share-Settled Share Appreciation Right Award Agreement
10.4	Form of PartnerRe Ltd. Executive Performance Share Unit Award Agreement

EX-10.1

Exhibit 10.1

Change In Control Policy

1. Introduction

1.1  Overview

The PartnerRe Ltd. Change in Control Policy (this “Policy”) protects the salary and benefits of certain key executives in situations where a change in control has occurred and the key executive has terminated employment within 12 months of such event.

1.2  Purpose of the Policy

The purpose of this Policy is to secure the continued services of key executives of PartnerRe Ltd. (the “Company”) and to ensure their continued dedication to their duties in the event of, or the threat of, a significant corporate transaction.

1.3  Policy Objectives

- provide incentives to ensure key executives act in the best interests of shareholders in the event of a significant corporate transaction; and

- provide protection to key executives who may be asked to defend against hostile takeovers.

1.4  Scope

This Policy is intended to apply to certain key executives, as approved by the Compensation and Management Development Committee (“Participants”), and will be managed and administered by Group Compensation and Benefits department.

2. Policy

2.1  Policy Statement & Description

CIC Award Conditions

Participants are entitled to CIC award provisions under the following conditions:

	1
PartnerRe
Change in Control Policy

- Significant Transaction, as defined herein, has occurred within the last 12 months; and

- The Participant is terminated by the Company for reasons other than death, disability or “Cause” or the Participant terminates with “Good Reason”, as defined herein, during the Transition Period.

CIC Award Provisions by Tier Level

The CIC award provisions for each Participant are defined by the tier level of the Participant.

	Tier 1	Tier 2	Tier 3
Award Provisions	Group Chief Executive Officer	Executive Committee Member	Other
Base Salary	3 times annual	2 times annual	1 time annual
Cash Annual Incentive (1)	3 times	2 times	1 time
Prorata Target Cash Annual Incentive (2)	1	1	0
Health and Welfare	3 years	2 years	N/A
Equity-Based Awards (3)	Accelerated vesting and, if applicable, payment of any unvested awards
Other Benefits	As per individual contracts

(1) Cash Annual Incentive is an amount that is equal to the percentage calculated by multiplying the sum of the percentage that is the Payout as % of Target for each of the three fiscal years prior to the fiscal year in with the Significant Transaction occurs, divided by 3 (the “Average Payout Percentage”) and multiplying the Average Payout Percentage by the target Annual Incentive for the fiscal year in which the Significant Transaction occurs or an amount that is equal to the target Annual Incentive for the fiscal year in which the Significant Transaction occurs, whichever is greater.

(2)  Prorated for year of termination.

(3) This treatment of equity awards will apply in the event of an occurrence of a significant corporate transaction that involves a third party and constitutes a Significant Transaction and a qualifying termination, notwithstanding the treatment of such awards provided in the applicable equity plans and award agreements.  In the event of an occurrence of a corporate transaction that constitutes a Change in Control (as defined in the applicable equity plans), regardless of whether such occurrence constitutes a Significant Transaction, the treatment of equity awards provided in the applicable equity plans and award agreements will apply.

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PartnerRe
Change in Control Policy

2.2  Roles and Responsibilities

The Compensation and Management Development Committee approves this Policy.  This Policy will be managed and administered by Group Compensation and Benefits.

 3. Appendix

3.1  Glossary

Terms	Definitions
Significant Transaction	(i)  at any time during a period of 12 consecutive months, when any "person" within the meaning of Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the “Company”, a subsidiary or any employee benefit plan(s) sponsored by the Company or any subsidiary, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, more than fifty percent (50%) of the then outstanding common shares of the Company;
	(ii) at any time during a period of 12 consecutive months, when 50% or more of the individuals who constitute the Board of Directors of the Company (the “Board”) at the beginning of such period, cease to be members of the Board for any reason.
	(iii) all or substantially all of the assets of the Company are sold, liquidated or distributed (in one or a series of related transactions); or
	(iv) there occurs a reorganization, merger, consolidation, amalgamation or other corporate transaction involving the Company (a "Transaction”), other than with a wholly-owned subsidiary and other than a transaction, that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such Transaction.

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PartnerRe
Change in Control Policy

Terms Definitions

Cause	The Company shall have “Cause” to terminate the Participant’s employment hereunder upon (A) the engaging by the Participant in serious negligence or willful misconduct which is demonstrably injurious to its subsidiaries; (B) willful and intentional failure to comply in all material respects with the direction of the Board after written notice and the opportunity to correct, or (C) the conviction, a plea of guilty or a plea of no contest of the Participant for a serious criminal act. For purposes of this paragraph, no act, or failure to act, on the Participant’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.
Good Reason	“Good Reason” shall mean (A)  a failure by the Company to comply with any material provision of the Participant’s Employment Agreement, (B)  the assignment to the Participant by the Company of duties inconsistent in a material adverse respect with the Participant’s position, authority, duties or responsibilities with the Company, as applicable, including, but not limited to, any reduction whatsoever in such position, authority, duties, responsibilities or status, or a change in the Participant’s titles as then in effect, (C)  without the Participant’s prior written consent, any reduction in Base Salary and annual benefits, or (D)  change in the condition of employment.
Transition Period	The period following the Significant Transaction during which CIC award provisions may be claimed by a Participant under specific conditions as outlined herein.
	The Transition Period for all Participants is 12 months following the date of the Significant Transaction.

3.2 Related Policies & Regulations

The Change in Control sections of the Equity Plan documents, subject to note ‎(3) in Section ‎2.1 above.

3.3 Section 409A and Section 457A

With respect to any CIC awards subject to Section 409A or Section 457A of the Internal Revenue Code of 1986, as amended (the “Code”), this Policy is intended to comply with the requirements of Section 409A or Section 457A of the Code, as applicable, and the provisions of this Policy will be interpreted in a manner that satisfies the requirements of Section 409A or Section 457A of the Code, as applicable, and this Policy will be operated accordingly.  If any provision of this Policy or any term or condition of any CIC award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict.

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PartnerRe
Change in Control Policy

For the avoidance of doubt, nothing in this Policy is intended to guarantee that the Participants will not be subjected to the payment of “additional tax” or interest under Section 409A or Section 457A of the Code, and nothing in this Policy permits the Participants to seek or obtain such indemnification from the Company for any such “additional tax” or interest. If an amount payable under a CIC award as a result of the Participant’s termination of service (other than due to death) occurring while the Participant is a “specified employee” under Section 409A of the Code constitutes a deferral of compensation subject to Section 409A of the Code, then payment of such amount will not occur until six months and one day after the date of the Participant’s termination, except as permitted under Section 409A of the Code. For the avoidance of doubt, the tax treatment of the benefits provided under this Policy is not warranted or guaranteed.

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PartnerRe
Change in Control Policy

EX-10.2

Exhibit 10.2

PartnerRe Ltd.

Executive Restricted Share Unit Award Agreement

<Name>

<Date>

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

WHEREAS, the Company desires to afford the Participant the opportunity to own common shares, $1.00 par value, of the Company (“Shares”) pursuant to the PartnerRe Ltd. Amended and Restated Employee Equity Plan (the “Plan”); and

WHEREAS, the Company wishes to provide a means through which the PartnerRe Group may attract able persons to enter and remain in employment or other service with the Company and motivate and reward key employees and other persons, including the Participant, to contribute significantly to the success of the Company, thereby furthering the best interests of the Company and its shareholders;

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 Award Agreement or a prospectus, the terms and provisions of the Plan shall govern and control. In the event of a conflict or inconsistency between the terms and provisions of this Award Agreement and a prospectus, the terms and provisions of this Award Agreement shall govern and control.

2.       Purpose of Award Agreement.  The purpose of this Award Agreement is to grant Restricted Share Units (“RSUs”) to the Participant.  Each RSU represents the right to future delivery of one Share, subject to the terms of the Plan. This Award Agreement is entered into pursuant to the terms of the Plan, and, 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.

3.       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.

4.       Vesting.  Subject to the terms and conditions contained herein, all RSUs granted pursuant to this Award Agreement will fully vest on the third anniversary of the Grant Date (the “Vesting Date”) and will settle in Shares.  All of the Shares underlying the RSUs will be

delivered to the Participant as soon as administratively practicable after the Vesting Date (such date of delivery, the “Settlement Date”).1

5.       Dividend Equivalents. If a dividend is paid on Shares prior to the Settlement Date, each RSU will provide the Participant with the right to receive an amount equal to the amount of the dividend that the Participant would have received had the Share underlying such RSU been held by the Participant as of the record date for which such dividend is paid. Such amount will accrue and be paid in cash at the same time and at the same rate as actual dividends paid on Shares.

6.       Termination.  In the event that the Participant ceases to be an employee of PartnerRe Group prior to the Vesting Date, the following conditions shall apply:

(a)               Death or Disability. If the Participant ceases to be an employee of the PartnerRe Group as a result of the Participant’s death or Disability, all unvested RSUs will become immediately vested upon the date of termination as a result of death or Disability. All of the Shares underlying the RSUs will be delivered to the Participant (or, as applicable, the Participant’s estate) as soon as administratively practicable after the date of vesting.

(b)               Involuntary (without Cause) or Voluntary (with Good Reason) Termination. In the event the Participant’s employment with the PartnerRe Group is terminated by the Company (without Cause) or by the Participant (with Good Reason), a pro rata portion of any unvested RSUs will become immediately vested upon the date of termination (based on the number of days elapsed from the Grant Date through the date of termination).2 All of the Shares underlying the RSUs will be delivered to the Participant as soon as administratively practicable after the date of vesting.

(c)               Involuntary (with Cause) or Voluntary (without Good Reason) Termination.  In the event the Participant’s employment with the PartnerRe Group is terminated by the Company (with Cause) or by the Participant (without Good Reason), all unvested RSUs will be forfeited on the date of such termination.

(d)               Retirement. If the Participant ceases to be an employee of the PartnerRe Group as a result of the Participant’s retirement, all unvested RSUs will continue to vest in accordance with their original vesting schedule, subject to the provisions below:

(i)     Post-termination Covenants. Continuation of vesting following retirement is contingent upon the Participant’s compliance with certain limitations on the Participant’s business activity, including the following: (i) the

1 In no event will the Settlement Date be later than March 15th of the year following the year in which the Vesting Date occurs.

2 In the award agreement of the Company’s CEO, pro rata vesting will be replaced by full vesting.

2

Participant may not engage in business activities in the reinsurance industry, act on behalf of any entity, company or business that operates in the reinsurance industry, or otherwise compete with the PartnerRe Group in the locations where the PartnerRe Group operates, (ii) the Participant may not solicit employees or customers of PartnerRe on behalf of any entity, company or business that operates in the reinsurance business or otherwise competes with the PartnerRe Group in the locations where the PartnerRe Group operates, and (iii) the Participant may not disclose confidential or non-public information regarding the business of the PartnerRe Group (unless legally required to do so, and in such case only upon giving prior notice to the Company), in each of (i), (ii) and (iii) above, until the Vesting Date.

(ii)      Definition of Retirement. For purposes of this Award Agreement, “retirement” means a voluntary termination when the Participant’s age and years of service qualify him/her for retirement benefits under the retirement plan or policy in place in the Participant’s country of employment at the time the Participant gives the Notice of Termination for such voluntary termination.

(e)               Conflict with Contract of Employment. In the event that any of the terms of the Participant’s contract of employment conflict with the provisions of this Section 7, the contract of employment shall prevail.  For the avoidance of doubt, this Award shall follow the treatment of Options upon termination as set out in such contract of employment, if such contract of employment does not specify treatment of RSUs.

7.       Entire Agreement.  With the exception of any contract of employment applicable to the Participant with respect Section 6, the Plan and this Award Agreement (including the Notice of RSU attached hereto) 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.

8.       No Additional Rights or Entitlements.  The Participant hereby acknowledges and agrees that neither this Award nor the Plan shall be construed as giving the Participant any right to be retained in the employ of, or to continue to provide services to, the PartnerRe Group, and that the PartnerRe Group may at any time dismiss the Participant, free from any liability, or any claim under the Plan or this Award Agreement, unless otherwise expressly provided in the Plan or in this Award Agreement or in any other agreement binding the parties.  The receipt of this Award under the Plan is not intended to confer any rights on the Participant except as set forth in this Award Agreement. The Participant further acknowledges and agrees that no payment under the Plan or this Award Agreement shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the PartnerRe Group except as may otherwise be specifically provided.

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9.       Change in Control.  Upon a Change in Control prior to the Vesting Date, all RSUs will be subject to Section 12 of the Plan or the Change in Control Policy (whichever is applicable).

10.      Retention of Awards.  The Participant acknowledges that it is the intention of the Company that the Participant retains at least a portion of the Shares acquired pursuant to this Award and agrees to comply with any Share retention requirements that the Company may impose in connection with this Award.

11.      Notices. All notices, requests and other communications under this Award Agreement shall be (i) if in writing, delivered in person (by courier or otherwise), mailed by certified or registered mail, or (ii) by email transmission, in each case return receipt requested, as follows:

if to the Company, to:

PartnerRe Ltd.

90 Pitts Bay Road

Pembroke HM 08

Bermuda

Attn: Philip Martin

Email: philip.martin@partnerre.com

if to the Participant, to the address that the Participant most recently provided to the Company,

or to such other address or email as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed received on the next succeeding business day in the place of receipt.

12.      No Assignment or Transfer.  The Participant’s rights and interest under the Plan or under this Award Agreement, including amounts payable, may not be sold, assigned, donated, or transferred or otherwise disposed of, mortgaged, pledged or encumbered except, in the event of the Participant’s death, to a designated Beneficiary to the extent permitted by the Committee, or in the absence of such designation, by will or the laws of descent and distribution.

13.      Successors and Assigns; No Third Party Beneficiaries. This Award Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns.  Nothing in this Award Agreement, expressed or implied, is intended to confer on anyone other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Award Agreement.

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

15.       Governing Law.  This Award Agreement shall be governed by and construed in accordance with the laws of Bermuda, without reference to the principles of conflicts of law thereof.

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

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

PARTNERRE  LTD.
By:	/s/ Philip Martin
	Name:	Philip Martin
	Title:	Director of Group
		Compensation & Benefits

5

Notice of Restricted Share Units

<Participant Name>

Effective <Grant Date> you have been granted an award of <Quantity Granted> Restricted Share Units (RSUs).  These units are restricted until the vest date shown below, at which time you will receive shares of PartnerRe Ltd. (the Company) common stock.

RSUs	Vesting Date
<Quantity Granted>	100% vests three years from <Grant Date>

For further information, please go on Relink under the Employee Services / HR Services / Equity Plans section.

By your on-line acceptance and the Company's signature below, you and the Company agree that these Restricted Share Units are granted under and are governed by the terms and conditions of the Company's Employee Equity Plan and the Restricted Share Unit Award Agreement.

/s/ Philip Martin

PartnerRe Ltd.

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EX-10.3

Exhibit 10.3

PartnerRe Ltd.

Executive Share-Settled Share Appreciation Right Agreement

<Name>

<Date>

This Share-Settled Share Appreciation Right Award Agreement (the “Award Agreement”) commences and is made effective as of <Date>, by and between PartnerRe Ltd. (the “Company”), and <Name>  (the “Participant”), an employee of the PartnerRe Group (which is defined to include PartnerRe Ltd. and its affiliates and subsidiaries).

WHEREAS, the Company desires to afford the Participant the opportunity to acquire common shares, $1.00 par value, of the Company (“Shares”) pursuant to the PartnerRe Ltd. Amended and Restated Employee Equity Plan (the “Plan”); and

WHEREAS, the Company wishes to provide a means through which the PartnerRe Group may attract able persons to enter and remain in employment or other service with the Company and motivate and reward key employees and other persons, including the Participant, to contribute significantly to the success of the Company, thereby furthering the best interests of the Company and its shareholders;

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 Award Agreement or a prospectus, the terms and provisions of the Plan shall govern and control. In the event of a conflict or inconsistency between the terms and provisions of this Award Agreement and a prospectus, the terms and provisions of this Award Agreement shall govern and control.

2.       Purpose of Award Agreement.  The purpose of this Award Agreement is to grant an award of Share-Settled Share Appreciation Right (the “SSAR”) to the Participant.  The SSAR represents the right to acquire up to, but not exceeding in the aggregate, the number of Shares as set forth in the Notice of SSAR, subject to the terms of the Plan.  This Award Agreement is entered into pursuant to the terms of the Plan, and, 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.

3.       Grant of SSAR.  The Participant is granted an award of SSAR with respect to the number of Shares and on the date (the “Grant Date”) as specified in the Notice of SSAR.

4.       Exercise Price.  The exercise price per Share of the SSAR shall be the price provided in the Notice of SSAR (the “Exercise Price”).

5.       Term of SSAR.  The term of the SSAR shall be no longer than ten (10) years from the Grant Date, subject to earlier termination as provided in Section 7 hereof.

6.       Vesting of SSAR.  Subject to the terms, conditions and limitations contained herein, the SSAR shall vest and become exercisable with respect to the Shares covered by such SSAR in accordance with the following schedule:

· 33% of the SSAR on the first anniversary of the Grant Date;

· 33% of the SSAR on the second anniversary of the Grant Date; and

· 34% of the SSAR on the third anniversary of the Grant Date.

7.       Termination.  In the event that the Participant ceases to be an employee of PartnerRe Group prior to the expiration of the term of the SSAR, as provided in Section 5 above (the “Expiration Date”), the following conditions shall apply:

a.    Death or Disability. If the Participant ceases to be an employee of the PartnerRe Group as a result of the Participant’s death or Disability, (i) any portion of the SSAR that is vested on the date of such termination shall remain exercisable for twelve (12) months following the date of such termination, but in no event shall such vested portion remain exercisable later than the Expiration Date, and (ii) any unvested portion of the SSAR shall vest on the date of such termination and remain exercisable for twelve (12) months following the date of such termination, but in no event shall such vested portion remain exercisable later than the Expiration Date.

b.    Involuntary (without Cause) or Voluntary (with Good Reason) Termination.  In the event the Participant’s employment with the PartnerRe Group is terminated by the Company (without Cause) or by the Participant (with Good Reason), (i) any portion of the SSAR that is vested on the date of such termination shall remain exercisable for twelve (12) months following the date of such termination, but in no event shall such vested portion remain exercisable later than the Expiration Date, and (ii) a pro rata portion of any unvested portion of the SSAR shall vest on the date of such termination (based on the number of days elapsed from the Grant Date through the date of termination) and remain exercisable for twelve (12) months following the date of such termination, but in no event shall such vested portion remain exercisable later than the Expiration Date.1

c.    Involuntary (with Cause) or Voluntary (without Good Reason) Termination. In the event the Participant’s employment with the PartnerRe Group is terminated by the Company (with Cause) or by the Participant (without Good Reason), (i) any portion of the SSAR that is vested on the date of such termination shall remain exercisable for three (3) months following the date of such termination, but in no

1 In the award agreement of the Company’s CEO, pro rata vesting will be replaced by full vesting.

2

event shall such vested portion remain exercisable later than the Expiration Date, and (ii) any unvested portion of the SSAR shall be forfeited on the date of such termination.

d.    Retirement. If the Participant ceases to be an employee of the PartnerRe Group as a result of the Participant’s retirement, (i) any portion of the SSAR that is vested on the date of such termination shall remain exercisable until the Expiration Date and (ii) any unvested portion of the SSAR shall continue to vest in accordance with their original vesting schedule, subject to the provisions below:

i.     Post-termination Covenants. Continuation of vesting following retirement and post-retirement exercisability are contingent upon the Participant’s compliance with certain limitations on the Participant’s business activity, including the following: (i) the Participant may not engage in business activities in the reinsurance industry, act on behalf of any entity, company or business that operates in the reinsurance industry, or otherwise compete with the PartnerRe Group in the locations where the PartnerRe Group operates, (ii) the Participant may not solicit employees or customers of PartnerRe on behalf of any entity, company or business that operates in the reinsurance business or otherwise competes with the PartnerRe Group in the locations where the PartnerRe Group operates, and (iii) the Participant may not disclose confidential or non-public information regarding the business of the PartnerRe Group (unless legally required to do so, and in such case only upon giving prior notice to the Company), in each of (i), (ii) and (iii) above, until 100% of the SSAR has vested and been exercised or expired.

ii.     Definition of Retirement. For purposes of this Award Agreement, “retirement” means a voluntary termination when the Participant’s age and years of service qualify him/her for retirement benefits under the retirement plan or policy in place in the Participant’s country of employment at the time the Participant gives the Notice of Termination for such voluntary termination.

e.    Conflict with Contract of Employment. In the event that any of the terms of the Participant’s contract of employment conflict with the provisions of this Section 7, the contract of employment shall prevail.  For the avoidance of doubt, this Award shall follow the treatment of Options upon termination as set out in such contract of employment, if such contract of employment does not specify treatment of SSARs.

8.       Method of Exercising SSAR.  To exercise any portion of the SSAR, the Participant shall comply with the Company's Designated Insider Trading Guidelines.

Upon effecting the exercise, the Company shall deliver to the Participant Shares issued in the Participant’s name for the number of Shares, to the nearest number of whole Shares, which represent the excess (if any) of the Fair Market Value of the Shares underlying the portion of the SSAR that is being exercised on the date of exercise over the aggregate Exercise Price of such Shares.

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9.       Entire Agreement.  With the exception of any contract of employment applicable to the Participant with respect Section 7, the Plan and this Award Agreement (including the Notice of SSAR) 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.

10.       No Additional Rights or Entitlements.  The Participant hereby acknowledges and agrees that neither this Award nor the Plan shall be construed as giving the Participant any right to be retained in the employ of, or to continue to provide services to, the PartnerRe Group, and that the PartnerRe Group may at any time dismiss the Participant, free from any liability, or any claim under the Plan or this Award Agreement, unless otherwise expressly provided in the Plan or in this Award Agreement or in any other agreement binding the parties.  The receipt of this Award under the Plan is not intended to confer any rights on the Participant except as set forth in this Award Agreement. The Participant further acknowledges and agrees that no payment under the Plan or this Award Agreement shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the PartnerRe Group except as may otherwise be specifically provided.

11.      Change in Control.  Upon a Change in Control, the SSAR will be subject to Section 12 of the Plan or the Change in Control Policy (whichever is applicable).

12.      Retention of Awards.  The Participant acknowledges that it is the intention of the Company that the Participant retain at least a portion of the Shares acquired pursuant to this Award and agrees to comply with any Share retention requirements that the Company may impose in connection with this Award.

13.      Notices. All notices, requests and other communications under this Award Agreement shall be (i) if in writing, delivered in person (by courier or otherwise), mailed by certified or registered mail, or (ii) by email transmission, in each case return receipt requested, as follows:

if to the Company, to:

PartnerRe Ltd.

90 Pitts Bay Road

Pembroke HM 08

Bermuda

Attn: Philip Martin

Email: philip.martin@partnerre.com

if to the Participant, to the address that the Participant most recently provided to the Company,

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or to such other address or email as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed received on the next succeeding business day in the place of receipt.

14.      No Assignment or Transfer.  The Participant’s rights and interest under the Plan or under this Award Agreement, including amounts payable, may not be sold, assigned, donated, or transferred or otherwise disposed of, mortgaged, pledged or encumbered except, in the event of the Participant’s death, to a designated Beneficiary to the extent permitted by the Committee, or in the absence of such designation, by will or the laws of descent and distribution.

15.      Successors and Assigns; No Third Party Beneficiaries. This Award Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns.  Nothing in this Award Agreement, expressed or implied, is intended to confer on anyone other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Award Agreement.

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

17.       Governing Law.  This Award Agreement shall be governed by and construed in accordance with the laws of Bermuda, without reference to the principles of conflicts of law thereof.

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

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

PARTNERRE  LTD.
By:	/s/ Philip Martin
	Name:	Philip Martin
	Title:	Director of Group
		Compensation & Benefits

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Notice of Share-Settled SARs

<Participant Name>

Grant Date:	<Grant Date>
Type of Grant:	Share-Settled SARs (SSARs)
Quantity Granted:	<Quantity Granted>
Grant Price:	<Grant Price>
Expiration Date:	<Grant Expiration>

Vesting Schedule

33% vests one year after <Grant Date>

33% vests two years after <Grant Date>

34% vests three years after <Grant Date>

For further information, please go on Relink under the Employee Services / HR Services / Equity Plans section.

By your on-line acceptance and the Company's signature below, you and the Company agree that these SSARs are granted under and are governed by the terms and conditions of the Company's Employee Equity Plan and the Share-Settled Share Appreciation Right Agreement.

/s/ Philip Martin

PartnerRe Ltd.

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EX-10.4

Exhibit 10.4

PartnerRe Ltd.

Executive Performance Share Unit Award Agreement

<Name>

<Date>

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

WHEREAS, the Company desires to afford the Participant the opportunity to own common shares, $1.00 par value, of the Company (“Shares”) pursuant to the PartnerRe Ltd. Amended and Restated Employee Equity Plan (the “Plan”); and

WHEREAS, the Company wishes to provide a means through which the PartnerRe Group may attract able persons to enter and remain in employment or other service with the Company and motivate and reward key employees and other persons, including the Participant, to contribute significantly to the success of the Company, thereby furthering the best interests of the Company and its shareholders;

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 Award Agreement or a prospectus, the terms and provisions of the Plan shall govern and control. In the event of a conflict or inconsistency between the terms and provisions of this Award Agreement and a prospectus, the terms and provisions of this Award Agreement shall govern and control.

2.       Purpose of Award Agreement.  The purpose of this Award Agreement is to grant Performance Share Units (“PSUs”) to the Participant.  Each PSU represents the right to future delivery of one Share, subject to the terms of the Plan. This Award Agreement is entered into pursuant to the terms of the Plan, and, 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.

3.       Grant of PSUs.  The Participant is granted an award of PSUs in the amount and on the date (the “Grant Date”) as specified in the Notice of PSU.  Target PSUs set forth in the Notice of PSU are used solely to indicate the number of PSUs awarded to the Participant

on the Grant date that will serve to determine the actual number of PSUs earned in accordance with the Notice of PSU and do not create any separate rights or entitlements.

4.       Vesting.  Subject to the terms and conditions contained herein, PSUs granted pursuant to this Award Agreement will vest on the vesting date set forth in the Notice of PSU (the “Vesting Date”).  The number of PSUs earned on the Vesting Date will be determined in accordance with the Notice of PSU and any earned PSUs will settle in Shares.  All of the Shares underlying any earned PSUs will be delivered to the Participant as soon as administratively practicable after the Vesting Date (such date of delivery, the “Settlement Date”).1

5.       Dividend Equivalents. If a dividend is paid on Shares prior to the Settlement Date, each earned PSU will provide the Participant with the right to receive an amount equal to the amount of the dividend that the Participant would have received had the Share underlying such PSU been held by the Participant as of the record date for which such dividend is paid. Such amount will accrue at the same time and at the rate as actual dividends paid on Shares and will be paid in cash at the time when Shares underlying any earned PSUs are delivered to the Participant.

6.       Termination.  In the event that the Participant ceases to be an employee of PartnerRe Group prior to the Vesting Date, the following conditions shall apply:

(a)               Death or Disability. If the Participant ceases to be an employee of the PartnerRe Group as a result of the Participant’s death or Disability, all unvested PSUs will become immediately vested upon the date of termination and the number of earned PSUs will be the Target PSUs set forth in the Notice of PSU.  All of the Shares underlying any earned PSUs will be delivered to the Participant (or, as applicable, the Participant’s estate) as soon as administratively practicable after the date of vesting.

(b)               Involuntary (without Cause) or Voluntary (with Good Reason) Termination.  In the event the Participant’s employment with the PartnerRe Group is terminated by the Company (without Cause) or by the Participant (with Good Reason), a pro rata portion of any unvested PSUs will become immediately vested upon the date of termination (based on the number of days elapsed from the Grant Date through the date of termination) and the number of earned PSUs will be such pro rata portion of the Target PSUs set forth in the Notice of PSU.  All of the Shares underlying any earned PSUs will be delivered to the Participant (or, as applicable, the Participant’s estate) as soon as administratively practicable after the date of vesting.

(c)               Involuntary (with Cause) or Voluntary (without Good Reason) Termination. In the event the Participant’s employment with the PartnerRe Group is terminated by the Company (with Cause) or by the Participant (without Good Reason), all unvested PSUs will be forfeited on the date of such termination.

(d)               Retirement. If the Participant ceases to be an employee of the PartnerRe Group as a result of the Participant’s retirement, all unvested PSUs will continue to earn in accordance with their original vesting schedule and be subject to the satisfaction of the applicable performance metrics, subject to the provisions below:

1 In no event will the Settlement Date be later than March 15th of the year following the year in which the Vesting Date occurs.

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(i)     Post-termination Covenants. Continuation of vesting following retirement is contingent upon the Participant’s compliance with certain limitations on the Participant’s business activity, including the following: (i) the Participant may not engage in business activities in the reinsurance industry, act on behalf of any entity, company or business that operates in the reinsurance industry, or otherwise compete with the PartnerRe Group in the locations where the PartnerRe Group operates, (ii) the Participant may not solicit employees or customers of PartnerRe on behalf of any entity, company or business that operates in the reinsurance business or otherwise competes with the PartnerRe Group in the locations where the PartnerRe Group operates, and (iii) the Participant may not disclose confidential or non-public information regarding the business of the PartnerRe Group (unless legally required to do so, and in such case only upon giving prior notice to the Company), in each of (i), (ii) and (iii) above, until the Vesting Date.

(ii)               Definition of Retirement. For purposes of this Award Agreement, “retirement” means a voluntary termination when the Participant’s age and years of service qualify him/her for retirement benefits under the retirement plan or policy in place in the Participant’s country of employment at the time the Participant gives the Notice of Termination for such voluntary termination.

(e)               Conflict with Contract of Employment. In the event that any of the terms of the Participant’s contract of employment conflict with the provisions of this Section 7, the contract of employment shall prevail.  For the avoidance of doubt, this Award shall follow the treatment of Options upon termination as set out in such contract of employment, if such contract of employment does not specify treatment of PSUs.

7.       Entire Agreement.  With the exception of any contract of employment applicable to the Participant with respect Section 6, the Plan and this Award Agreement (including the Notice of PSU attached hereto) 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.

8.       No Additional Rights or Entitlements.  The Participant hereby acknowledges and agrees that neither this Award nor the Plan shall be construed as giving the Participant any right to be retained in the employ of, or to continue to provide services to, the PartnerRe Group, and that the PartnerRe Group may at any time dismiss the Participant, free from any liability, or any claim under the Plan or this Award Agreement, unless otherwise expressly provided in the Plan or in this Award Agreement or in any other agreement binding the parties.  The receipt of this Award under the Plan is not intended to confer any rights on the Participant except as set forth in this Award Agreement. The Participant further acknowledges and agrees that no payment under the Plan or this Award Agreement shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the PartnerRe Group except as may otherwise be specifically provided.

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9.       Change in Control.  Upon a Change in Control prior to the Vesting Date, all PSUs will be subject to Section 12 of the Plan or the Change in Control Policy (whichever is applicable).

10.      Retention of Awards.  The Participant acknowledges that it is the intention of the Company that the Participant retains at least a portion of the Shares acquired pursuant to this Award and agrees to comply with any Share retention requirements that the Company may impose in connection with this Award.

11.      Notices. All notices, requests and other communications under this Award Agreement shall be (i) if in writing, delivered in person (by courier or otherwise), mailed by certified or registered mail, or (ii) by email transmission, in each case return receipt requested, as follows:

if to the Company, to:

PartnerRe Ltd.

90 Pitts Bay Road

Pembroke HM 08

Bermuda

Attn: Philip Martin

Email: philip.martin@partnerre.com

if to the Participant, to the address that the Participant most recently provided to the Company,

or to such other address or email as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed received on the next succeeding business day in the place of receipt.

12.      No Assignment or Transfer.  The Participant’s rights and interest under the Plan or under this Award Agreement, including amounts payable, may not be sold, assigned, donated, or transferred or otherwise disposed of, mortgaged, pledged or encumbered except, in the event of the Participant’s death, to a designated Beneficiary to the extent permitted by the Committee, or in the absence of such designation, by will or the laws of descent and distribution.

13.      Successors and Assigns; No Third Party Beneficiaries. This Award Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns.  Nothing in this Award Agreement, expressed or implied, is intended to confer on anyone other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Award Agreement.

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

15.       Governing Law.  This Award Agreement shall be governed by and construed in accordance with the laws of Bermuda, without reference to the principles of conflicts of law thereof.

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

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

PARTNERRE  LTD.
By:	/s/ Philip Martin
	Name:	Philip Martin
	Title:	Director of Group
		Compensation & Benefits

5

Notice of Performance Share Units

<Participant Name>

Effective <Grant Date> you have been granted a target award of <Quantity Granted> Performance Share Units (PSUs).  The actual number of PSUs earned shall be determined on the Vesting Date indicated below, at which time you will receive common shares of PartnerRe Ltd. (the Company) for each earned PSU as soon as administratively practicable after the Vesting Date.

Determination of earned PSUs depends on achieving target performance results, which is based on the average annual three-year prospective growth in (Tangible Book Value per Share (TBVPS) + nonlife reserve discount + life unrecognized value) + declared dividends.  Target performance of 100% will result in earning the Target PSUs.

Target PSUs	Vesting Date	Earned PSUs
<Quantity Granted>	100% vests three year from <Grant Date>	Contingent on achieving target performance as set forth below:

Three-year Growth Metric (above risk-free return)	Earned PSUs*
200 bps	50% of Target PSUs (min)
700 bps	100% of Target PSUs
1,200 bps	150% of Target PSUs (max)

*Payout will be interpolated on a straight-line basis between the levels.

For further information, please go on Relink under the Employee Services / HR Services / Equity Plans section.

By your on-line acceptance and the Company's signature below, you and the Company agree that these PSUs are granted under and are governed by the terms and conditions of the Company's Employee Equity Plan and the Performance Share Unit Award Agreement.

/s/ Philip Martin

PartnerRe Ltd.

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