PARTNERRE LTD - PRE Proxy Statement (definitive) (DEF 14A) EXECUTIVE COMPENSATION

About EDGAR Online

The following is an excerpt from a DEF 14A SEC Filing, filed by PARTNERRE LTD on 3/30/2007.

Next Section

Previous Section

PARTNERRE LTD - DEF 14A - 20070330 - EXECUTIVE_COMPENSATION

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

We are a leading global reinsurer, providing multi-line reinsurance to insurance companies. We are an economic entity that exists to take risk and earn an adequate return on the capital that shareholders provide. Three principles drive our behavior. First, we sell a product of value to selected insurance and capital markets clients backed by our financial ability to meet our commitments. Second, we deliver an adequate return on the shareholders’ capital to compensate them for the risk that we assume on their behalf. Third, we aspire to be a well-managed company through our sound governance practices and processes and our commitment to provide a challenging work environment where employees can both develop their careers and be appropriately rewarded for their performance.

Executives and employees with the skills to assess, value and manage risk are critical to the creation of shareholder value. We seek to establish compensation policies which both further the rights of the shareholders to receive an adequate risk adjusted return and the expectation of employees to be adequately compensated for their ability to create value.

Compensation Committee

The Board is responsible for managing strategic decisions throughout the organization. To best manage this responsibility, the Board has established five standing committees: the Audit Committee, the Compensation Committee, the Finance and Risk Management Committee, the Human Resources Committee and the Nominating and Governance Committee. Each committee is detailed under the heading “Committees of the Board of Directors” on pages 18-21. Membership of each committee, including the Compensation Committee, has been determined to maximize the requisite abilities and professional experience of each of the respective directors. The assignment of directors to specific committees and the designation of committee chairs is the responsibility of the Nominating and Governance Committee. The Nominating and Governance Committee organizes and approves the rotation of committee membership and committee chairs on a regular basis.

The primary responsibilities of the Compensation Committee are to set our compensation philosophy, to review and approve recommendations from the Human Resources Committee and to make recommendations to the Board, as necessary, with respect to the compensation and benefits of executive management. In addition, they manage any plan that provides equity-based awards. The Compensation Committee also oversees the application of the compensation philosophy to the compensation and benefits policies for the named executive officers and any other officers subject to Section 16 of the Securities Exchange Act, whom we refer to as the Section 16 officers. These compensation and benefit policies govern cash and equity compensation, perquisites, retirement, severance and change in control benefits.

The Compensation Committee is comprised of four directors, namely, Mr. Jean-Paul L. Montupet (Chairman), Mr. Vito H. Baumgartner (Vice-Chairman), Mr. Kevin M. Twomey and Dr. Jürgen Zech. Further information relating to the experience and background of each member of the Compensation Committee, including the Chairman and Vice-Chairman, can be found under the heading “Executive Officer and Director Biographies” on pages 5-10.

Each member of the Compensation Committee is an independent director as defined under the New York Stock Exchange rules and as determined by the Board on an annual basis. The roles and responsibilities of the Compensation Committee are outlined in the PartnerRe Ltd. Compensation Committee Charter which is available on our website at www.partnerre.com.

Roles and Responsibilities of the Members of the Compensation Committee

Chairman

The responsibilities of the Chairman of the Compensation Committee include:

•

Providing input on and leading discussions with members of the Compensation Committee and management on each agenda item.

•

Confirming the approval of our policy and actions in conjunction with a majority of the members of the Compensation Committee as permitted in the Compensation Committee’s charter.

•

Presenting recommendations for approval to the Board.

•

Acting as the primary contact for management and members of the Compensation Committee.

•

Hiring and managing outside compensation committee consulting services.

•

Approving all meeting agendas and minutes.

•

Calling additional meetings of the Compensation Committee, as necessary.

Vice-Chairman

The responsibilities of the Vice-Chairman of the Compensation Committee include:

•

Assisting the Chairman in his duties as outlined above.

•

Acting as Chairman should the Chairman be unavailable.

Committee Membership

Each member of the Compensation Committee is required to prepare for each meeting, consider the materials provided and discuss any issues raised. Members are also required to provide input and support to the Chairman of the Compensation Committee on decisions and recommendations.

The Compensation Committee meets a minimum of four times per year. The meeting dates correspond with the regularly scheduled Board meetings, as set by the Chairman of the Board. The Chairman of the Compensation Committee may call additional meetings as required.

Compensation Committee Consulting Services

The Compensation Committee Charter permits the Chairman of the Compensation Committee to engage outside consulting services. In August 2005, Mr. Montupet engaged PricewaterhouseCoopers for their expertise in the strategic design, and governance controls of executive, director and corporate compensation and benefit programs.

Mr. Montupet has direct access to PricewaterhouseCoopers and he requests information, analysis and proposals from them on a regular basis. Mr. Montupet and the other committee members receive full copies of all final work products generated by PricewaterhouseCoopers for the Compensation Committee. Mr. Montupet may also request that PricewaterhouseCoopers attend any meeting of the Compensation Committee as appropriate. PricewaterhouseCoopers invoices us for their services with a copy sent to Mr. Montupet. Fees for these services are agreed on a project-by-project basis. No annual retainer fees are paid to PricewaterhouseCoopers.

Management uses the services of another team within the PricewaterhouseCoopers organization to provide technical expertise on the compliance of broad-based global employee equity programs and new U.S. accounting and tax regulations. Management also obtains consulting services from other independent compensation consultants on an ad hoc basis throughout the year. Typical projects include market pay studies, industry benchmarking and input on current trends and developments in executive compensation.

Management Role in Compensation Committee Activities

The Chief Executive Officer is not a member of the Compensation Committee and does not attend any Compensation Committee meetings unless specifically requested to do so by the Chairman of the Compensation Committee . The Chief Executive Officer may act as a key discussion partner with Compensation Committee members to provide information regarding business context, the market environment and our strategic direction. The Chief Executive Officer also provides recommendations to the Compensation Committee on individual performance evaluations and compensation for the named executive officers, other than himself. The Chief Executive Officer is a member of the Human Resources Committee together with the members of the Compensation Committee.

The Chief Human Resources Officer is not a member of the Compensation Committee, but does attend Compensation Committee meetings. The Chief Human Resources Officer supports the Compensation Committee by presenting information and proposals to the Compensation Committee as outlined in the meeting agendas. The Chief Human Resources Officer also ensures technical and administrative support for the Compensation Committee as required.

The Director of Group Compensation and Benefits is not a member of the Compensation Committee, but does attend Compensation Committee meetings. The Director of Group Compensation and Benefits acts as staff to the Compensation Committee, as a resource on technical issues, as well as committee secretary.

PartnerRe Executive Total Compensation Program

The Compensation Committee has developed and approved the Executive Total Compensation Program, which is designed to fairly reward executives for above average performance. The Compensation Committee has determined the following guidelines:

•

As far as reasonable, the named executive officers will participate in the same compensation systems and structures as other employees. The difference in awards will be driven by differing impact on value creation.

•

Shareholders and employees benefit from fostering an ownership culture.

•

All aspects of our executive compensation will be transparent to shareholders, the Board and employees.

•

All legal standards will be met in every jurisdiction in which we do business.

Additional design elements within the Compensation Committee guidelines include:

•

Predefined quantitative value creation measures for the annual incentive and equity awards.

•

Internal and external compensation benchmarks.

•

Caps on variable compensation and equity awards.

The intent of the Compensation Committee is to establish compensation and benefit programs for our Chief Executive Officer, Mr. Patrick A. Thiele, and certain executive officers that will incent and reward the contributions, results and behaviors that will most effectively produce optimal financial results while ensuring the continued stability and long-term success of our company for our shareholders.

To proactively manage the strategic and operational risks, the Compensation Committee developed an Executive Total Compensation Program which was implemented in 2004. Individuals who are eligible to participate in the Executive Total Compensation Program are the Chief Executive Officer, and Messrs. Benchimol, Meyenhofer and Moore (together, the “Program Participants”). The Executive Total Compensation Program was designed to meet the following strategic objectives, set by the Board:


Strategic Objective		Executive Total Compensation Program/Policy
Align the long-term interests of executives and shareholders		• Annual equity award, based on return on equity goals • Share ownership guidelines • Share retention guidelines
Establish competitive pay levels on a total compensation basis		• Market median pay positioning measured against peer group
Clearly link pay with performance		• Annual incentive based on financial goals and organizational objectives • Equity awards based on return on equity performance


Strategic Objective		Executive Total Compensation Program/Policy
Good governance and corporate responsibility		• Compensation Committee charter • Compensation Committee independence and authority • Independent advice from consultants retained by the Compensation Committee • Full compliance in every jurisdiction
Incent retention of Chief Executive Officer and executives		• Vesting schedule for equity awards • Deferred annual incentive payments • Chief Executive Officer retention program • Change in control policy • Executive retirement guidelines • Elective equity incentive plan • Compensation customization guidelines

Full details on each compensation and benefit component contained in the policy appear in subsequent sections of this document.

Compensation of Program Participants: Roles and Responsibilities

Board of Directors

The Board is responsible for the final approval of all compensation elements for each Program Participant, including the Chief Executive Officer.

Compensation Committee

The Compensation Committee reviews the analysis from the Chief Human Resources Officer, the compensation consultant and the Chief Executive Officer (with respect to the other Program Participants) in determining the final compensation recommendations to the Board for the Program Participants.

Chief Executive Officer

The Chief Executive Officer provides information and recommendations to the Compensation Committee related to the compensation of the Program Participants other than himself. Annually the Chief Executive Officer proposes financial performance metrics, weights and scales and organizational performance objectives for each Program Participant for the subsequent performance period. Following the performance period, the Chief Executive Officer makes compensation recommendations based on both the financial performance results and the Chief Executive Officer’s qualitative assessment of each Program Participant’s performance in achieving the organizational objectives and contribution to the organization. Compensation recommendations for the Program Participants are aligned with our compensation philosophy, annual incentive guidelines, equity grant methodology and the Executive Total Compensation Program.

Human Resources Committee

The Human Resources Committee (as described in further detail under “Human Resources Committee” on page 19) is comprised of the members of the Compensation Committee together with the Chief Executive Officer and is staffed by the Chief Human Resources Officer and other members of the Group Human Resources department.

The Human Resources Committee charter requires the Human Resources Committee to oversee human resources philosophy, strategy, policy and administration applicable to all employees within the PartnerRe group.

Human Resources Management

The Chief Human Resources Officer provides information and analysis on executive compensation and equity programs for the Compensation Committee, as requested.

On an annual basis, Human Resources management provides analysis on internal pay equity, tally sheets, compensation mix, executive stock ownership and competitive market comparisons.

The Chief Human Resources Officer and PricewaterhouseCoopers present the Compensation Committee with alternatives in the compensation of our Chief Executive Officer to consider, based on benchmarking data and our executive compensation programs.

Recommendations for the Chief Executive Officer and Program Participants are then presented to the full Compensation Committee by the Chief Human Resources Officer. Base salary recommendations are analyzed for market competitiveness. Annual incentives are calculated based on our financial performance results (organizational performance ratings may only be determined by the Compensation Committee). Equity award recommendations are based on equity grant methodologies and adjusted as appropriate for individual performance.

The Compensation Committee recommends the Program Participants’ total compensation to the Board for their ratification and approval.

Once approved, the Chief Human Resources Officer is responsible for implementing the base salary adjustments, the annual incentive payment and the equity award grant.

Compensation Consultant

PricewaterhouseCoopers is responsible for providing information and guidance to the Compensation Committee as requested. Annually at the November meeting of the Compensation Committee, PricewaterhouseCoopers presents a competitive peer group analysis for review and approval. Based on the approved peer group, PricewaterhouseCoopers prepares a competitive compensation analysis on executive compensation which is presented to the Compensation Committee at the following February meeting for ratification and approval. Each element of total compensation for the Program Participants is compared to respective counterparts for each company within the competitive peer group.

Named Executive Officers in the Proxy

Within the PartnerRe group, the principal decision-maker is the group Chief Executive Officer, Patrick A. Thiele. In reaching a determination on principal decisions, the Chief Executive Officer relies heavily on the Chief Financial Officer, the Chief Executive Officers of the major business units and the Chief Actuary. This group constitutes the named executive officers.

Mr. Costas Miranthis, the Chief Actuary, was designated as a named executive officer and a Section 16 officer on April 5, 2006. Mr. Miranthis’s remuneration is the same as offered to all other management level employees, who are not included in the Executive Total Compensation Program. Mr. Miranthis is eligible to receive an annual incentive with a target payout of 80 percent of salary. In February 2007, Mr. Miranthis was awarded an annual incentive payment of $620,686, based on company results and the performance of the actuarial function in 2006. Mr. Miranthis’ annual incentive payment is indexed to the pound sterling and is based on the average rate for the prior year (i.e., 2006 for 2007 payment) against a base period defined as the 12 month average at the time his employment commenced. Mr. Miranthis is eligible for annual grants under our long term incentive plan but is not included in the Executive Total Compensation Program.

Further details about the Program Participants are included below:


Program Participants	Titles	Locations
Patrick A. Thiele	President and Chief Executive Officer, PartnerRe Group	Bermuda
Albert Benchimol	Executive Vice President and Chief Financial Officer, PartnerRe Group	Bermuda
Bruno Meyenhofer	Chief Executive Officer, PartnerRe Global	Switzerland
Scott D. Moore	President and Chief Executive Officer, PartnerRe U.S.	USA

Summary of Elements of Compensation

Base Salary

Base salary is set at market competitive levels using disclosed peer company comparisons. This is a fixed expense that does not vary with performance. It is intended to remunerate executives for their extensive years of experience and industry specific expertise that does not vary with performance. Our peer group is discussed below under the heading “External Pay Equity—Competitive Peer Group”. At the Chief Executive Officer’s request, and as agreed by the Compensation Committee, Mr. Thiele’s salary will be capped at $1 million per year from 2007 until retirement.

Annual Incentive

Each named executive officer has a bonus target that is set as a percentage of salary with the Chief Executive Officer’s bonus target set at 125 percent and the other Program Participant percent’s bonus target set at 100 percent. As applies to all employees the named executive officers can earn between 0-200 percent of their individual target bonus based on performance.

For the Program Participants, a variable amount is paid based on pre-determined, quantitative measures intended to incent and reward performance. In our case, the primary measure of performance for our executives is group annual operating return on equity. The Compensation Committee approves the performance goals including the weights and measures for each named executive officer prior to or at the beginning of each performance period. For more detailed information, please see the “Annual Incentive Guidelines” and “Performance Weightings, Metrics and Scales” sections below.

Equity Grants

Equity grants are made in accordance with the Executive Total Compensation Program with the amounts granted by the Compensation Committee using operating return on equity as the measure of performance. We set ownership targets for each of our Program Participants and have designed a structured award program that allows each Program Participant to reach the targets within a reasonable period of time. Once the Program Participants reach these targets, we allow them to customize the form of the grant.

For more detailed information, see the “Annual Equity Grant Methodology” and “Executive Stock Ownership” sections below.

Mix of Compensation

We analyze and review the mix of compensation for the Program Participants on an annual basis. The intent of the Compensation Committee is to ensure that the balance between fixed and variable compensation supports a pay for performance approach and that the equity component is sufficient to align the executives’ interests with those of shareholders, focused on the long-term success of the organization.

The following table illustrates the breakdown of compensation of target compensation for the Program Participants for 2006. The numbers shown are percentages of total annual compensation which is the aggregate value of salary, annual target bonus and target equity awards:


	Base Salary		Target Cash Annual Incentive		Target Equity Award Value (*)
Patrick A. Thiele	22	%	27	%	51	%
Albert Benchimol	21	%	21	%	58	%
Bruno Meyenhofer	22	%	22	%	56	%
Scott D. Moore	21	%	21	%	58	%

(*)

These figures are based on Black-Scholes valuations

As detailed above, Mr. Miranthis is not a Program Participant. The following table illustrates the breakdown of compensation of target compensation for Mr. Miranthis:


	Base Salary		Target Cash Annual Incentive		Target Equity Award Value (*)
Costas Miranthis	43	%	35	%	22	%

(*)

This figure is based on Black-Scholes valuations

The Compensation Committee has concluded that our target incentives and equity methodologies provide the appropriate mix of total compensation in support of our compensation philosophy.

Internal Pay Equity

The Compensation Committee analyzes and reviews the appropriate level of compensation for the Program Participants on an annual basis. In addition, the Compensation Committee analyzes and reviews the compensation of our section 16 officers, including Mr. Miranthis and the group Chief Accounting Officer, Laurie Desmet, on an annual basis. The Compensation Committee reviews compensation information based on both internal pay equity analysis and the external competitive market where we compete for talent.

Each year, the Compensation Committee recommends the Chief Executive Officer’s total compensation package and any revisions to the package are approved by the Chairman of the Board. Management prepares an internal equity pay analysis annually comparing the compensation levels of each element of basic compensation as well as total compensation consisting of base salary, annual incentive and equity awards.

The analysis presented for review by the Compensation Committee in 2006 compared average compensation levels from 2001 to 2006 for the Chief Executive Officer and other Program Participants and section 16 filers.

The Compensation Committee believes that the Chief Executive Officer’s compensation levels, compared to the other Program Participants, are appropriate and reflect the scope and responsibilities of the Chief Executive Officer relative to other Program Participants. The Compensation Committee has also determined that the other Program Participants are appropriately positioned between the Chief Executive Officer and the next level of management.

Based on the aggregate of the salary, annual incentive and equity value averaged over the last three years, the Chief Executive Officer’s annual compensation was 29 times the average annual compensation paid to our employees.

External Pay Equity—Competitive Peer Group

To aid retention and recruitment of potential executive officers, the Compensation Committee analyses and reviews the compensation data of a selected market peer group. We define our competitive peer group as those organisations with whom we compete for executive talent. The Compensation Committee has established an annual peer group review process in which companies included in the existing peer group are reviewed for their

continued relevance and other companies are considered for inclusion to the group. Criteria used for analysis and consideration include size (revenues and market capitalization), corporate strategy, business mix, location and the availability of compensation data. All companies included in the peer group are in the insurance or reinsurance industry.

The 2006 market peer group was chosen by the Compensation Committee based on recommendations from PricewaterhouseCoopers, the retained compensation consultants to the Compensation Committee. In November 2006, the Compensation Committee approved the following companies for our peer group analysis: ACE Ltd., XL Capital Ltd., W.R. Berkley Corporation, Reinsurance Group America Inc., Everest Re Group Ltd., Transatlantic Holdings Inc., Arch Capital Group Ltd., Scor SA, Axis Capital Holdings Limited, Endurance Specialty Holdings Ltd., and RenaissanceRe Holdings.

In January 2007, PricewaterhouseCoopers provided a compensation analysis for the Program Participants relative to their counterparts within the competitive peer group. Their report, including all supporting documentation, was provided to the Compensation Committee. The key findings of the analysis demonstrated to the Compensation Committee that the Program Participants are being fairly compensated relative to their peers.

Linkage of Compensation to Business Strategy

Annual Incentive

Annual Incentive Guidelines

All employees of the PartnerRe group are eligible for a cash annual incentive based on the achievement of pre-determined performance goals. The Compensation Committee approved the PartnerRe Group Annual Incentive Guidelines. These guidelines provide a framework for the structure and payout of annual incentives in the organization, including guidance on performance metrics and weights as well as process and governance. The components are:

•

Each employee has a target annual incentive that is set as a percentage of base salary.

•

The target payout is set to the market median range of the appropriate competitive market.

•

The annual incentive payout ranges from 0 percent to 200 percent of the target payout based upon performance results.

•

The payout will be at target for target performance, below target for low performance and above target for high performance.

The target annual incentives and 2006 payout ranges for the named executive officers are as follows:


	Target Annual Incentive		Current Base Salary		Minimum Annual Incentive Payout (0% of target)		Target Annual Incentive Payout (100% of target)		Maximum Annual Incentive Payout (200% of target)
Patrick A. Thiele	125	%	$	966,000	$	0	$	1,207,500	$	2,415,000
Albert Benchimol	100	%	$	525,000	$	0	$	525,000	$	1,050,000
Bruno Meyenhofer	100	%	C	HF 754,000	$	0	C	HF 754,000	C	HF 1,508,000
Scott D. Moore	100	%	$	525,000	$	0	$	525,000	$	1,050,000
Costas Miranthis	80	%	$	445,000	$	0	$	356,000	$	712,000

Performance Weightings, Metrics and Scales

The annual incentive performance weightings, metrics and scales for the Program Participants are approved by the Compensation Committee at the November meeting of the Compensation Committee that precedes the performance period commencing in January. Metrics measure both financial and non-financial (organizational) performance against pre-determined objectives. Weights are applied to each metric based upon the importance to our strategy, the current business environment and the behaviors of each executive that the Compensation Committee wants to incent and reward.

Each of the Program Participant’s annual incentive is heavily weighted (70-80 percent) toward our financial performance in terms of profitability and growth. In the last three years, operating return on equity has been the principal financial measure. The scale has not changed in five years and is as follows:


Operating Return on Equity Performance		Payout of Award as a Percentage of Salary
>18%		200%
>17%		180%
>16%		160%
>15%		140%
>14%		120%
12-14%		100%
>11%		80%
>10%		60%
>9%		40%
>8%		20%
<8%		0%

The above scale is calibrated to reflect the degree of difficulty associated with achieving the return on equity targets shown. The annual incentive target (i.e., payout at 100 percent) reflects 13 percent return on equity performance, which is our long-term target. The scale starts at 8 percent because we believe that at or below this level, shareholders are not being adequately compensated for the risk associated with their investment in us. The annual incentive payout is capped at 18 percent because we believe that an uncapped payout could result in behavior that is not in our best interests in the long-term or that of our shareholders.

In addition to the return on equity goal, there are other predetermined quantitative and qualitative goals. These quantitative goals are either growth of business or return on profitability. The qualitative goals relate to specific projects and actions which are determined by the Board as being part of our overall success.

2006 Annual Incentive Weightings for the named executive officers


Performance Metrics	Chief Executive Officer		Other Program Participants		Costas Miranthis
Group Financial	80	%	40	%	66	%
Group Organizational	20	%	10	%	4	%
Business Unit Financial	n/a		40	%	n/a
Business Unit Organizational	n/a		10	%	30	%
Total	100	%	100	%	100	%

Historical Annual Incentive Payout as a Percentage of Target


	2004		2005		2006
Operating return on equity	17	%	(9	)%	26	%
Patrick A. Thiele	165	%	43	%	186	%
Albert Benchimol	160	%	74	%	173	%
Bruno Meyenhofer	172	%	22	%	165	%
Scott D. Moore	169	%	20	%	185	%
Costas Miranthis	164	%	73	%	174	%

Annual Equity Grant Methodology

The Compensation Committee and management view equity awards as a grant of ownership in PartnerRe Ltd. and therefore the amount of equity available for allocation to employees each year is based on the shareholder value created in the performance period.

Our measure of value creation for the annual equity grant is operating return on equity. The amount of equity available for allocation to employees depends on the year’s return on equity performance results and is expressed as a percentage of our common shares outstanding. This measure has been used since 2001.


Operating Return on Equity (%)		Percentage of Common Shares Outstanding (%)
>15		2.7
>14 to 15		2.4
>13 to 14		2.1
>12 to 13		1.8
>11 to 12		1.5
>10 to 11		1.2
<10		0.8

One of the stated strategic objectives of the Compensation Committee is to align the long-term interests of employees and shareholders by encouraging ownership of our common shares. In the event that the return on equity falls below 10 percent, the amount of equity available for allocation to employees will be 0.8 percent of our common shares outstanding. In the event that return on equity is greater than 15 percent, the amount of equity available for allocation to employees will be capped at 2.7 percent of our common shares outstanding.

The form of annual equity awards has shifted in recent years from the exclusive use of stock options to also using restricted stock units as part of our equity award program. To calculate total equity pool grants, we convert stock-settled share appreciation rights to restricted stock units based on a Black-Scholes derived conversion rate of four stock-settled share appreciation rights equal to one restricted stock unit valued at the time of grant.

For the 2007 performance year, we will change the measure of value creation from return on equity to economic value per share. As our industry is cyclical, economic value per share is better determined by utilizing a four-year performance period as opposed to an annual performance period. Switching to measuring growth by economic value per share, which incorporates a longer-term view, is better aligned with the objectives of a long-term incentive as it captures other important aspects of value creation within a reinsurance company.

Equity Pool Allocation

Using the 2006 equity grant methodology, the Compensation Committee, taking into consideration peer group analysis, provides recommendations for the allocation of equity to the Chief Executive Officer, named executive officers and other employees. These recommendations are based upon a mathematical formula approved by the Compensation Committee and are derived from analysis of the Compensation Committee approved peer group.


Allocation Category		Pool Allocation as % of Total Equity Pool
Chief Executive Officer		13
Other Program Participants		27
Other Employees		60

The Compensation Committee approved the equity awards for the Program Participants resulting from the application of the 2006 equity grant methodology. In addition, the Compensation Committee approved the award for Mr. Miranthis, as recommended by the Chief Executive Officer, based on the same allocation methodology.

Form of Equity

The Executive Total Compensation Program outlines the form of equity to be used for the Program Participants. The equity award delivered to the Program Participants consists of 50% of the value in stock-settled share appreciation rights and 50% in restricted stock units. The Compensation Committee’s intention is to encourage executive retention by issuing the three-year cliff-vesting restricted stock units and to incent continued growth in value and share price by issuing stock-settled-share appreciation rights with a three-year ratable vesting schedule. We believe that the three-year vesting schedule is consistent with market practice.

Equity Grant Dates

Following the release of the year-end financial results, the Compensation Committee reviews, adjusts and recommends approval of the final total equity pool and the annual equity awards for the individual Program Participants to the Board. The grant date of the annual equity awards for the Program Participants is the date such award is approved by the Board in February of each year. The dates for the Board and Compensation Committee meetings are set a year in advance. The table below illustrates the grant dates over the past five years:


Grant Date Annual Equity Awards for Program Participants	Compensation Committee Meeting	Board of Directors’ Meeting
February 24, 2006	February 23, 2006	February 24, 2006
February 10, 2005	February 9, 2005	February 10, 2005
February 24, 2004	February 23, 2004	February 24, 2004
February 25, 2003	February 24, 2003	February 25, 2003
February 26, 2002	February 25, 2002	February 26 & 27, 2002

Stock-settled share appreciation rights for eligible employees are granted with an exercise price at the fair market value of the common shares of PartnerRe Ltd. The plan rules define the fair market value as the average of the high and low trading prices of common shares of PartnerRe Ltd. on the trading date immediately preceding the grant date.

Executive Stock Ownership and Retention

The Compensation Committee believes that the most effective way to align the interests of executives and shareholders is to make executives meaningful shareholders themselves. Within the Executive Total Compensation Program, the Compensation Committee has established stock ownership guidelines along with holding restrictions and incentives to further encourage Program Participants to hold a stake in the future value of the organization.

Stock Ownership Guidelines

The Program Participants are required to meet and maintain two stock ownership targets. The targets are referred to as total shares/equivalents (shares owned, restricted stock, restricted or deferred stock units and shares held in qualified plans) and total stockholdings (total shares/equivalents plus all exercisable and un-exercisable options and stock-settled share appreciation rights).

The targets are expressed as a percentage of shares outstanding. These percentages were derived from an analysis of the executive share ownership of our competitive peer group.


Ownership Targets	Total Shares/Equivalents as percentage of Shares Outstanding	Total Shareholdings as percentage of Shares Outstanding
Chief Executive Officer	0.2	1.0
Other Program Participants	0.05	0.25

Ownership Holdings 31 Dec 2006	Total Shares/Equivalents as percentage of Shares Outstanding	Total Shareholdings as percentage of Shares Outstanding
Patrick A. Thiele	0.22	1.01
Albert Benchimol	0.03	0.37
Bruno Meyenhofer	0.04	0.54
Scott D. Moore	0.06	0.37

Net Share Retention Guidelines

The Compensation Committee manages executive stock ownership through net shareholding requirements as outlined in the Executive Total Compensation Program. Net shares are defined as the shares remaining from a transaction (exercise or vesting) after enough shares are sold to pay the applicable option exercise price and any tax or social security liabilities on the transaction.

If the Program Participant has not met the total shares ownership target, the Program Participant is required to retain 100 percent of the net shares until the target is met. If the Program Participant has met the total shares ownership target, the Program Participant is required to retain 50 percent of the net shares for a period of three years.

Elective Company Match

The Compensation Committee further encourages executive stock ownership through company matches on elective deferrals of cash annual incentives as outlined in the Executive Total Compensation Program. Eligible Program Participants may elect to defer a portion or all of their cash annual incentive into immediately vested deferred stock units. The award of deferred stock units has a minimum delivery date restriction of five years from the date of grant. We will then provide an additional restricted stock unit award equal to 25 percent of the deferred cash incentive value. These awards of restricted stock units are subject to a three-year cliff-vest and also have a minimum delivery date restriction of five years from the date of grant.

Compensation Customization

One of the key responsibilities of the Compensation Committee is to provide compensation programs that optimally incent, reward and retain the key executives of the organization. The Compensation Committee recognizes that in terms of compensation, executives are motivated by both the level and form of compensation. Each individual executive has preferences for different forms of compensation based upon their personal financial portfolio, risk appetite and retirement goals and timeline.

The Compensation Committee provides flexibility to executives in electing the form of delivery of the value of their annual equity awards within the Compensation Customization Guidelines of the Executive Total Compensation Program. To ensure continued alignment of the executives’ interests with shareholders, only Program Participants who have met the two stock ownership targets are eligible for compensation customization. The standard form of annual equity awards is 50 percent in stock-settled share appreciation rights and 50 percent in restricted stock units. Eligible executives may elect to change the standard form of annual equity awards by selecting from a pre-defined menu of alternatives including 100 percent delivery in stock options or stock-settled share appreciation rights, 100 percent delivery in restricted stock units or 50 percent restricted stock units and 50 percent deferred cash.

Pursuant to the Executive Total Compensation Program, Messrs. Thiele and Moore are currently eligible to customize the form of delivery of the value of their annual equity awards. Mr. Moore met both stock ownership

targets in 2004 and he has elected to receive the value of his equity awards granted in 2005, 2006 and 2007 to be paid 50 percent in restricted stock units and 50 percent in deferred cash. Mr. Thiele met both stock ownership targets in 2005 and he has elected to receive the value of his equity awards granted in 2006 and 2007 to be paid 50 percent in restricted stock units and 50 percent in deferred cash.

The amount of the deferred cash awards is equal to the dollar value of the stock option equivalents award on the date of grant. The equity allocation for each executive is divided in two, representing the standard award breakdown of a 50 percent grant in restricted stock units and a 50 percent grant in stock-settled share appreciation rights. The number of restricted stock units to be granted is multiplied by the fair market value of common shares of PartnerRe Ltd. on the date of grant. Instead of granting stock-settled share appreciation rights, this dollar amount is granted in a deferred cash award which vests ratably over three years. Upon vesting, the executive receives the vested portion of the award in cash with interest equal to the three-month Treasury Bill rate.

The form and delivery of the 2006 annual equity award values for the named executive officers is shown in the following table:


Vesting	Customization Eligibility	Stock-settled Share Appreciation Rights 3-year ratable	Restricted Stock Units 3-year cliff	Deferred Cash 3-year ratable
Patrick A. Thiele	Yes		50%	50%
Albert Benchimol	No	50%	50%
Bruno Meyenhofer	No	50%	50%
Scott D. Moore	Yes		50%	50%

Retirement Benefits and Conditions

We maintain active defined-contribution plans and frozen, fully-funded non-contributory defined benefit plans, which were closed to new members in June 1999. Contributions are made by us and in some locations are supplemented by the local plan participants. Contributions are based on a percentage of the participant’s base salary which depends on competitive local market practice. Vesting provisions meet local legal requirements and market trends; the accumulated benefits for the majority of these plans vest immediately or over a two year period. As required by law, certain retirement plans also provide for death and disability benefits and lump sum indemnities to employees on retirement.

The Compensation Committee believes that executives who have dedicated themselves to the organization for significant periods and who have participated at the highest level of management in shaping and guiding our future long-term value should share in the rewards of their contributions. Therefore, the Compensation Committee has established the definition of retirement for the Program Participants. The Executive Total Compensation Program outlines special treatment of equity compensation, contingent upon compliance with post-retirement conditions. In all other respects, the retirement benefits in place for executives are the same as offered to all other employees. There are no supplemental employer contributions or enhanced features in the Program Participants’ retirement plans.

Executive Retirement Definition and Status

Program Participants are eligible for executive retirement benefits and conditions once they meet the criteria for the definition of executive retirement:

•

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.


Program Participants		Eligible for Executive Retirement Benefits and Conditions
Patrick A. Thiele		1 December 2008
Albert Benchimol		19 August 2012
Bruno Meyenhofer		Currently Eligible
Scott D. Moore		20 February 2008

Special Treatment of Equity Compensation

The Compensation Committee wants Program Participants to continue to focus on the long-term value of the organization through to their retirement dates by allowing them to realize the full value of their long-term incentive awards. Under the Executive Total Compensation Program, any unvested awards as of the date of retirement will continue to vest under the original vesting provisions for an additional 36 months. Additionally, any vested options or stock-settled share appreciation rights (including those that vest post-retirement) will remain exercisable for the remainder of the original term of the grant.

Post-retirement Conditions

In return for providing the beneficial treatment of long-term equity compensation awards, the Compensation Committee requires executives to comply with the following limitations on business activity for 36 months following retirement:

•

Agree not to compete in the reinsurance business in the locations where we do business;

•

Agree not to solicit employees or customers to a company that compete in the reinsurance business in the locations where we do business; and

•

Agree not to disclose confidential information, unless legally required to do so.

Chief Executive Officer Retention

The Board has full confidence in the expertise, integrity and leadership of Mr. Patrick A. Thiele as our Chief Executive Officer. The Compensation Committee want to ensure that we are providing every incentive and motivation to Mr. Thiele to continue in the chief executive position through the most critical stages of the current reinsurance business cycle as fewer profitable opportunities require much greater skill and management oversight.

In November 2004, we entered into retention award arrangements with Mr. Thiele, based on a design recommendation from PricewaterhouseCoopers. The arrangements are structured as a restricted share unit award and a separate deferred cash award. The restricted share unit award amount is for 42,582 restricted share units, each of which represents the right to future delivery of one common share. The deferred cash award entitles Mr. Thiele to an amount of $2,500,000. The restricted share unit award and the deferred cash award are subject to the same retention and threshold performance conditions. To fulfill the conditions, Mr. Thiele must remain our employee until December 31, 2009, and our book value per share must equal or exceed $65.00 per diluted share, as presented in our 2009 audited financial statements (the “performance condition”).

Mr. Thiele will receive a pro rata portion of the retention awards if his services are terminated by us without cause or by Mr. Thiele with good reason prior to December 31, 2009, provided that the performance condition is met on a pro rata basis. Pro rata values for the performance condition for each quarterly financial reporting period until December 31, 2009 are set forth in the award agreements.

The awards are forfeited if Mr. Thiele’s service is terminated by us for cause or by Mr. Thiele without good reason before December 31, 2009. In the event of a change in control, the awards are no longer subject to the performance condition, but will remain subject to the provision requiring Mr. Thiele to remain employed by us until December 31, 2009.

Other Compensation & Benefits

Other compensation and benefits are awarded to the named executive officers based upon competitive market standards, both at the executive level and within the local market environments.

Within the PartnerRe group, members of senior management over 45 are eligible for our executive health benefit. The Compensation Committee recognizes that our human resources are the most valuable asset of the organization. The executive health benefit policy approved by the Compensation Committee funds the expense of comprehensive medical reviews on a bi-annual basis, including travel and accommodation as necessary, for designated employees.

Messrs. Thiele, Benchimol and Miranthis are based at the corporate headquarters in Bermuda. There is competition for talent among the international companies in Bermuda and the cost of living is significant. In keeping with our compensation philosophy, policies at the corporate headquarters reflect local market practices including housing allowances and Bermudian payroll tax reimbursements for employees at all levels. The competitive practice for expatriate executives in Bermuda also includes reimbursement of car expenses, club fees and tax filing assistance.

Other items included in “other compensation” reflect each executive’s participation in broad-based plan philosophies that are the same for all employees such as competitive employer contributions to defined-contribution retirement plans, company-paid life insurance premiums and cash dividend equivalent payments on unvested, undelivered restricted stock units.

Severance

To assist in recruiting our executive officers and to ensure that we are competitive with the market we provide for severance of our Program Participants. Severance will be paid upon the termination of employment under several different scenarios, including a change in control. Severance triggers, restrictive conditions and compensation are governed by executive employment agreements, the Executive Total Compensation Program, change in control agreements, and our equity plans for employees.

Executive Employment Agreements

Messrs. Thiele, Benchimol and Moore have executive employment agreements that outline termination definitions and compensation. Termination definitions include death, disability, termination by us for cause, and by the employee for good reason. Compensation upon termination is defined for each of the termination definitions as well as for any reason other than the specific termination definitions. The termination compensation was compared to competitive benchmarks and recommended by PricewaterhouseCoopers.

The executive employment agreements contain provisions regarding post-termination restrictions. Mr. Thiele and Mr. Benchimol’s executive employment agreements state that in the case of termination by us for or without cause or by the employee without good reason, for the period starting six months prior to termination and ending six months post-termination, the employee agrees not to solicit or accept business from our clients or to solicit any employee to terminate. Mr. Moore’s agreement states that in the case of termination by us for cause or by the employee without good reason, for the period starting six months prior to termination and ending six months post-termination, the employee agrees not to solicit or accept business from our clients, not to solicit any employee to terminate and not to engage in any business of the type performed by us.

Mr. Moore’s executive agreement entitles him to post-retirement benefits consisting of continued hospital and medical coverage. There are no contractual agreements for post-retirement benefits for any of the other Program Participants.

Messrs. Meyenhofer and Miranthis do not have executive employment agreements with us and therefore do not have specific severance provisions contracted with us except as explained under “Change in Control Policy” below.

Change in Control Policy

The Compensation Committee approved the PartnerRe Ltd. Change in Control Policy effective November 2004. Each of the Program Participants has a separate change in control agreement governed by the change in control policy. The objectives of this policy are to provide incentives to ensure that management cooperates in the best interests of shareholders and to protect compensation and benefits in order to retain key executives during a change in control transaction.

The definition of a change in control under the change in control policy is consistent with the definition of the 2005 Employee Equity Plan, as approved by shareholders in 2005. Upon a change in control, all equity granted under the plan will fully vest and all restrictions will be lifted.

The change in control policy defines the triggers and conditions for certain senior employees to be eligible for severance in the form of cash compensation and benefits. Two conditions must be met for eligibility:

A change in control event must have occurred, as per the change in control policy definition, within the previous 24 months; and

The employee is terminated by us for reasons other than death, disability, or for cause, or by the employee with good reason.

Termination by cause will result in the event of an employee engaging in gross negligence or willful misconduct or the employee’s conviction of a criminal offense.

Termination by the employee with good reason is defined as the assignment to the employee by us of duties inconsistent with his/her position, authority, duties, responsibilities or status with us, a reduction in compensation and benefits without the employee’s consent or any other material change in the conditions of employment.

The Compensation Committee recognizes that while key executives may not be terminated as a result of a change in control event, they may want to leave the new organization for other reasons. The loss of key employees during the initial integration phase in a change in control event may potentially have an impact on the ultimate success of the new organization. The acquiring company is also likely to pay more if they are confident they have our management assistance during transition. Therefore, the change in control policy also provides an incentive to key executives to remain with the organization during the first 12 months following a change in control. Subsequently, during a 30-day period following the first anniversary of a change in control, the change in control policy allows the executive to voluntarily terminate his/her employment (a modified trigger) and still be entitled to his/her severance cash compensation and benefits. The executive is therefore incented to remain with us during the most critical stages of a change in control event to provide management leadership with a smooth transition.

Under the change in control policy, the Program Participants all have a 30-day modified-trigger clause (as detailed above) in their change in control agreements.

Impact of Regulatory and Accounting Requirements

In making executive compensation decisions, the Compensation Committee is mindful of the impact of regulatory requirements on those decisions. In particular, regulatory requirements affect the Compensation Committee’s decisions in the following ways:

•

Internal Revenue Code Section 162(m): In 2006 the compensation of Mr. Moore, who is an employee of PartnerRe U.S., was subject to the corporate income tax deductibility rules of Code Section 162(m). (No other Program Participant is subject to U.S. corporate taxation or Section 162(m)). We believe that the corporate income tax deductibility of compensation is an important factor, but not the sole factor, in setting executive compensation policy or in rewarding superior executive performance. Accordingly, although we generally intend to avoid the loss of a tax deduction due to Section 162(m), we reserve the right to pay amounts that are not deductible in appropriate circumstances. In establishing Mr. Moore’s annual bonus awards and equity grants for 2006, we delivered compensation that will generally be deductible under Section 162(m). Certain equity awards, however, that were provided to Mr. Moore in prior years and that were settled in 2006 are non-deductible under Section 162(m). We believe that none of Mr. Moore’s 2006 compensation will be a non-deductible expense under Code Section 162(m).

•

Deferred Compensation subject to Internal Revenue Code Section 409A: It is the Compensation Committee’s objective to ensure that all of our U.S. tax-paying employees will not be subject to penalties under Code Section 409A. To accomplish this objective, all compensation and benefit programs involving U.S. tax-paying employees are designed and administered in accordance with 409A, either by not being considered deferred compensation under the 409A definitions, or by complying with the deferred compensation rules in 409A.

•

FAS 123R: In January 2003 we early-adopted FAS 123 on a voluntary basis. In determining option and restricted stock awards in 2006, the Compensation Committee considered the potential expense of those programs under FAS 123R and the impact on earnings per share. The Compensation Committee

concluded that the associated expense and earnings per share impact were appropriate, given the objectives of our Equity Total Compensation Program, competitive compensation practices in the reinsurance industry, our performance, and the motivational and retention effect of the awards.

Current Compensation for Program Participants

Base Salary

The Compensation Committee reviewed the competitive market data relating to the Program Participants for base salary levels. The Board approved the following with effect from April 1, 2007:


	Annual Salary Rate April, 2006		Annual Salary Rate April, 2007		Percentage Increase
Patrick A. Thiele	$	966,000	$	1,000,000	3.5
Albert Benchimol	$	525,000	$	543,400	3.5
Bruno Meyenhofer	C	HF 754,000	C	HF 770,000	2.0
Scott D. Moore	$	525,000	$	543,400	3.5

Annual Incentive

The Compensation Committee approved a performance rating for each of the Program Participants from 0 percent to 200 percent. The performance rating reflects each Program Participant’s achievement of organizational objectives. The performance rating was included in the annual incentive calculations along with the financial performance results. The Board approved the following annual incentive payouts:


	2006 Annual Incentive Paid in February 2007		% of Target
Patrick A. Thiele	$	2,245,950	186
Albert Benchimol	$	905,625	173
Bruno Meyenhofer		CHF 1,244,100	165
Scott D. Moore	$	971,250	185

Total Equity Pool

The Compensation Committee approved the total equity pool for annual equity awards to employees based upon 2006 operating return on equity of 26 percent and common shares outstanding of 57,802,787 as of 31 December 2006.


Operating Return on Equity	Grant Run Rate: Options/Stock-settled Share Appreciation Rights only	2006 Total Equity Pool for grant in 2007
>15%	2.7%	1,560,675 Option Equivalents
>14% to 15%	2.4%	n/a
>13% to 14%	2.1%	n/a
>12% to 13%	1.8%	n/a
>11% to 12%	1.5%	n/a
>10% to 11%	1.2%	n/a
<10%	0.8%	n/a

Equity Awards

The Compensation Committee reviewed the award recommendations for the Program Participants which were presented in accordance with the equity grant methodology and the Executive Total Compensation Program. A diagram which illustrates the allocation of the total equity pool for 2006, is shown below:


Total Equity Pool
1,560,675

Program Participants Equity Pool		Employee Equity Pool
40%		60%
624,270		936,405

Chief Executive Officer 1/3	Other Program Participants 2/3
208,090	138,727 each

The Board approved the following individual equity and cash awards:


	Allocation as % of Total Equity Pool	Stock-Settled Share Appreciation Rights (3-yr ratable vest)	Restricted Share Units (3-yr cliff vest)	Cash
Patrick A. Thiele	13		26,011	$1,436,861
Albert Benchimol	9	69,364	17,341
Bruno Meyenhofer	9	69,364	17,341
Scott D. Moore	9		17,341	$ 957,917

Chief Executive Officer Equity Awards

The table below gives details on the equity awards made to Mr. Thiele since his employment commenced. Mr. Thiele has neither exercised nor sold any of the options or shares arising from these equity awards.

Date

Type

Number

RSA FMV

12/1/2000

Restricted share award

10,000

$53.83

2/24/2004

Restricted share award

5,000

$55.63

Total:

15,000

Date

Type

Number

RSU FMV

11/16/2004

Restricted share unit

42,582

$59.15

2/10/2005

Restricted share unit

28,612

$62.91

2/24/2006

Restricted share unit

10,000

$61.20

2/23/2007

Restricted share unit

26,011

$71.35

Total:

107,205

Date

Type

Number

Option strike

price

12/4/2000

Share options

70,000

$53.67

2/26/2002

Share options

54,375

$53.80

2/25/2003

Share options

100,000

$49.68

2/24/2004

Share options

150,000

$55.63

2/10/2005

Share options

50,143

$62.91

Total:

424,518

Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of the named executive officers for the fiscal year ended December 31, 2006. The named executive officers were not entitled to receive payments which would be characterized as “Bonus” payments in column (d) below for the fiscal year ended December 31, 2006. The amounts disclosed in column (e) and (f) reflect the dollar amount expensed for financial statement reporting purposes for the fiscal year ended December 31, 2006, in accordance with FAS 123R. All assumptions used in calculating FAS 123R values with respect to the stock and option awards are located in note 10 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. The amounts disclosed in column (e) reflect all restricted share unit awards. The amounts disclosed in column (f) reflect all options, cash settled share appreciation rights and share settled share appreciation rights. The amounts disclosed in (g) were determined by the Compensation Committee at its February 22, 2007 meeting and, to the extent not deferred by the executive, were paid out shortly thereafter. The amounts disclosed in column (i) are further detailed on the following table “All Other Compensation”.


(a)	(b)	(c)		(d)	(e)	(f)	(g)		(h)	(i)	(j)
Name and Position	Year	Salary ($) (1)		Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and NQ Deferred Comp Earnings ($)	All Other Compensation ($)*	Total ($)
Patrick A. Thiele, President and CEO, PartnerRe Ltd.	2006	956,222		—	2,494,690	1,014,645(2)	2,245,950		—	1,249,781	7,961,288
Albert Benchimol, EVP and Chief Financial Officer, PartnerRe Ltd.	2006	518,750		—	340,834	658,902(3)	905,625		—	334,028	2,758,139
Bruno Meyenhofer, CEO, PartnerRe Global (7)	2006	612,693	(7)	—	915,915	2,225,931(4)	1,019,042	(7)	—	93,889	4,867,470
Scott D. Moore, President and CEO, PartnerRe U.S.	2006	518,750		—	319,375	356,250(5)	971,250		—	564,541	2,730,166
Costas Miranthis, Chief Actuary, PartnerRe Ltd.	2006	440,000		—	55,735	167,559(6)	620,686		—	444,361	1,728,341

(1)

All salary increases are effective and pro-rated during the fiscal year. The figures reflect the total salary received by the named executive officers during fiscal year 2006. Our named executive officers are not entitled to defer their salary in exchange for equity.

(2)

In accordance with FAS 123R column (f) reflects the amount expensed in 2006 for options and share settled share appreciation rights. As Mr. Thiele is within three years of retirement age, so all of his equity grants are amortized over the period remaining until his retirement.

(3)

In accordance with FAS 123R column (f) reflects the amount expensed in 2006 for options and share settled share appreciation rights.

(4)

In accordance with FAS 123R column (f) reflects the amount expensed in 2006 for options and share settled share appreciation rights. In addition, Mr. Meyenhofer received cash settled share appreciation rights in 2001. This was expensed at $1,006,050 during 2006. Mr. Meyenhofer has reached retirement age, so all of his equity grants are expensed immediately and are not amortized over the life of the grant.

(5)

In accordance with FAS 123R column (f) reflects the amount expensed in 2006 for options and share settled share appreciation rights. Mr. Moore is within three years of retirement age, so all of his equity grants are amortized over the period remaining until his retirement.

(6)

In accordance with FAS 123R column (f) reflects the amount expensed in 2006 for options and share settled share appreciation rights.

(7)

All of Mr. Meyenhofer’s cash compensation was paid in Swiss Francs. An exchange rate of CHF 1.220813 to US$1 was used to convert amounts reported. Mr. Meyenhofer’s salary and non-equity incentive plan compensation for 2006 were CHF 748,008 and CHF 1,244,100 respectively.

*All Other Compensation


	Patrick A. Thiele ($)		Albert Benchimol ($)		Bruno Meyenhofer ($)		Scott D. Moore ($)	Costas Miranthis ($)
Housing	198,000		192,000		—		—	180,000
Bermuda payroll tax reimbursement(1)	11,049		11,049		n/a		n/a	11,049
Bermuda government social insurance	1,349		1,349		n/a		n/a	1,349
Car expenses	—		4,746		—		—	—
Club fees	6,000		6,900		—		—	6,000
Tax filing assistance	19,695		—		—		3,850	—
Personal use of corporate apartment(2)	—		—		132**		—	—
Personal use of corporate jet(3)	—		—		—		—	—
Company contributions to defined contribution plans and non-qualified plan	143,433		77,812		56,567		57,063	66,000
Life insurance premiums	6,783		4,611		—		2,940	4,514
Dividend equivalents	154,851		25,520		27,028		25,520	4,140
Cash from equity customization(5)	695,804		—		—		475,168	—
Executive health benefit—company paid portion	9,811		7,394		7,515		—	—
Executive health benefit—gross up	359				—		—	—
Foreign exchange adjustment	n/a		n/a		n/a		n/a	171,309
Director and officer spousal program	2,647	(4)*	2,647	(4)*	2,647	(4)*	n/a	n/a
Total:	1,249,781		334,028		93,889		564,541	444,361

An exchange rate of euro 0.76 to US$1 was used to convert to these figures.

An exchange rate of CHF 1.220813 to US$1 was used to convert to these figures.

(1)

The Bermuda Government imposes a payroll tax of 4.75 percent on all employees in the Bermuda office. This tax was capped at $235,000 of compensation during 2006 and a rebate of $2,400 per annum is available for prompt payment of this payroll tax. We reimburse all Bermuda employees for payment of this payroll tax.

(2)

We make available to all employees a corporate apartment in Paris. Named executive officers are entitled to use the apartment for personal or business use. Usage of the apartment by an employee must be approved by a named executive officer. Our policy is to allow employees, other than named executive officers, to use the apartment for business purposes. The apartment is subject to a lease, which can be terminated on three months notice. In the event a guest shares the apartment with an employee who is using it for business purposes, there is no incremental cost to us. In the event that the apartment is used solely for personal purposes, it is valued at a rate of euro 100 per night. In 2006, Mr. Meyenhofer used the apartment for personal use for one night.

(3)

We make available to the Chief Executive Officer access to two private aircraft. We have a fractional interest in both aircraft. The Chief Executive Officer must approve any other business usage of the private aircraft by employees and directors, and such use was limited in the 2006 fiscal year. Our general policy is not to permit employees, including the Chief Executive Officer, to use such aircraft for personal use. There was no personal usage of either private aircraft during fiscal 2006; however, there were limited instances in which guests were passengers on business-related flights. In such cases, the individual paid us an amount equivalent to the taxable benefit as valued by the Internal Revenue Service, which the Audit Committee believes is the fair value for such use. The incremental cost to us for personal guests of Mr. Thiele was calculated as $3,920. With respect to 2006, Mr. Thiele paid a sum in excess of this figure based on the Internal Revenue Service valuation. All personal travel in exceptional or emergency use of the private aircraft is reported to the Audit Committee on a quarterly basis and all use of the private aircraft is reviewed by the Audit Committee on an annual basis. The total cost to us of operating the aircrafts in 2006 was $1,522,214.

(4)

As described above (under “Directors Compensation—Board Perquisites”), we provide an extra optional spousal program for the partners of directors and named executive officers. The total cost of the extra program was $23,821 and an average of $2,647 for each director and officer who utilized the program.

(5)

As described in further detail under “Compensation Discussion and Analysis” Messrs. Thiele and Moore were eligible to customize the payout of their equity award value under the Executive Total Compensation Program as they have met the required share ownership targets. Messrs. Thiele and Moore have elected to receive portions of their equity award value in restricted cash. The cash portion vests ratably over 3 years with an interest rate equal to a 3-month U.S. Treasury Bill rate. This figure represents the dollar amount recognised for financial statement reporting purposes for the fiscal year ended December 31, 2006.

Grants of Plan Based Awards


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)		All Other Option Awards: Number of Securities Underlying Option (#)(2)	Exercise or Base Price of Option Awards ($)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date (1)	Threshold ($)	Target ($)	Maximum ($)				Exercise or Base Price of Option Awards ($)		Grant Date Fair Value of Stock and Option Awards ($)
Patrick A. Thiele(4)	2/24/2006				10,000					612,000
		0	1,207,500	2,415,000
Albert Benchimol(4)	2/24/2006				5,000					306,000
	2/24/2006						21,385	$	61.20	306,019
		0	525,000	1,050,000
Bruno Meyenhofer(4)(5)	2/24/2006				5,000					306,000
	2/24/2006				1,005	(6)				15,422
	2/24/2006				252	(6)				61,506
	2/24/2006						21,385	$	61.20	306,019
		0	617,621	1,235,242
Scott D. Moore(4)	2/24/2006				5,000					306,000
		0	525,000	1,050,000
Costas Miranthis(4)	2/24/2006						7,500	$	61.20	107,325
	2/24/2006				1,250					76,500
		0	356,000	712,000

(1)

We granted share appreciation rights, but no stock options during fiscal year 2006. The grant date for share appreciation rights is always the same date as meeting of the Compensation Committee as described in further detail under “Equity Grant Dates” on page 35. Grants during fiscal year 2006 were made on February 24, 2006. The fair market value was higher than the closing price of the commons share on the date of grant.

(2)

Share appreciation rights were granted under the Employee Equity Plan with a grant price equal to the market value of our common shares on the date of grant. Share appreciation rights will vest 33 percent on the 1st anniversary, 33 percent on the 2nd anniversary, and 34 percent on the 3rd anniversary from the date of grant.

(3)

All share awards are subject to a three year cliff vest with quarterly cash dividend equivalent payments equal to the number of units multiplied by the applicable dividend rate.

(4)

As described in further detail under “Annual Incentive” on page 32, all employees of the PartnerRe group are eligible for a cash annual incentive based on the achievement of pre-determined performance goals. Each employee has a target annual incentive that is set as a percentage of base salary. The annual incentive payout ranges from 0 percent to 200 percent of the target payout based upon performance results.

(5)

Mr. Meyenhofer’s minimum, target and maximum annual incentive was CHF 0, CHF 754,000 & CHF 1,508,000 respectively. An exchange rate of CHF 1.220813 to US$1 was used to convert Mr. Meyenhofer’s annual incentive.

(6)

Under the terms of the Executive Total Compensation Program Mr. Meyenhofer elected to receive 50 percent of his cash annual incentive in RSUs (1,005 RSUs vested immediately with a share delivery date restriction of 5 years from the date of grant). 25 percent of this amount was matched by us so Mr. Meyenhofer received an additional 252 RSUs with a three-year cliff vest with a share delivery date restriction of 5 years from the date of grant.

Outstanding Equity Awards at Fiscal Year-End


	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Patrick Thiele	—		—		—		10,000	710,300	0	—
	16,547		33,596		62.91	2/10/2015	32,230	2,289,297	0	—
	99,000		51,000		55.63	2/24/2014	1,666	118,336	42,582	2,796,360
	112,613		—		49.68	2/25/2013	—	—	0	—
	68,914		—		53.80	2/26/2012	—	—	0	—
	70,000				53.67	12/4/2010	—	—	0	—
Albert Benchimol	—		21,385	*	61.20	2/24/2016	5,000	355,150	0	—
	14,124		28,676		62.91	2/10/2015	12,200	866,566	0	—
	44,880		23,120		55.63	2/24/2014	—	—	0	—
	42,500		—		49.68	2/25/2013	—	—	0	—
	21,750		—		53.80	2/26/2012	—	—	0	—
Bruno Meyenhofer	—		21,385	*	61.20	2/24/2016	5,252	373,050	0	—
	14,124		28,676		62.91	2/10/2015	12,200	866,566	0	—
	44,880		23,120		55.63	2/24/2014	—	—	0	—
	—		42,500		49.68	2/25/2013	—	—	0	—
	—		21,750		53.80	2/26/2012	—	—	0	—
	50,000	**	—		51.39	2/27/2011	—	—	0	—
	4,800		—		36.31	4/3/2010	—	—	0	—
	40,000		—		44.75	2/5/2009	—	—	0	—
Scott Moore	—		—		—		5,000	355,150	0	—
	—		—		—		12,200	866,566	0	—
	44,880		23,120		55.63	2/24/2014	—	—	0	—
	42,500		—		49.68	2/25/2013	—	—	0	—
	21,750		—		53.80	2/26/2012	—	—	0	—
	50,000		—		51.39	2/27/2011	—	—	0	—
Costas Miranthis	—		7,500	*	61.20	2/24/2016	1,250	88,788	0	—
	4,620		9,380		62.70	2/24/2015	1,650	117,200	0	—
	7,260		3,740		55.63	2/24/2014	—	—	0	—
	5,000		—		49.68	2/25/2013	—	—	0	—
	30,000		—		51.17	5/27/2012	—	—	0	—

Share-settled share appreciation rights. ** Cash-settled share appreciation rights.

(1)

The market value of restricted shares and restricted share units is based on the closing price of $71.03 as at the fiscal year end for 2006.

(2)

Mr. Meyenhofer has 64,250 options blocked from exercise for a period of six years from the date of grant.

(3)

All grants of options and share appreciation rights vest 33 percent on the first anniversary, 33 percent on the second anniversary, and 34 percent on the third anniversary of the date of grant.

(4)

All share awards are subject to a three-year cliff vest of 100 percent on the third anniversary of the date of grant. All share awards have a quarterly cash dividend equivalent payment equal to the number of units multiplied by the applicable dividend rate.

(5)

Numbers include the company match portion of the annual incentive deferral into restricted share units (3,618 shares for Mr. Thiele in 2005 and 252 shares for Mr. Meyenhofer in 2006). Annual incentive deferrals are 100 percent vested at grant with a 5 year delivery restriction. The company match portion has a three-year-cliff vest.

(6)

Mr. Thiele’s annual incentive deferral into options for 2002 and 2003 vested immediately at date of grant.

Option Exercises and Shares Vested


	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Patrick A. Thiele	—	—		1,667		102,020	(3)
Albert Benchimol	—	—		—		—
Bruno Meyenhofer	5,500	389,950	(1)	1,005	(2)	61,506	(3)
Scott D. Moore	—	—		—		—
Costas Miranthis	—	—		—		—

(1)

Mr. Meyenhofer’s exercise price was $203,500.

(2)

Under the terms of the Executive Total Compensation Program Mr. Meyenhofer elected to receive 50 percent of his cash annual incentive in RSUs, so he received 1,005 RSUs that vested immediately with a share delivery date restriction of 5 years from the date of grant. These RSUs are eligible for quarterly cash dividend equivalents until the underlying shares are delivered.

(3)

The value of the shares is based on the fair market value on the date of vesting (defined as the average high and low on the preceding trade date).

Nonqualified Deferred Compensation


Name	Executive Contributions in Last Fiscal Year ($)		Registrant Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year-End ($)
Patrick A. Thiele	287		143,433		98,585		0	1,489,447
Albert Benchimol	15,563		77,812		87,682		0	694,573
Bruno Meyenhofer	18,856	*	56,567	*	41,031	*	0	2,946,573	*
Scott D. Moore	11,950		32,863		22,696		0	633,994
Costas Miranthis	0		66,000		52,484		0	360,637

An exchange rate of CHF 1.220813 to US$1 was used to convert to these figures.

Bermuda based employees

We have three nonqualified defined contribution plans in Bermuda: our Non-Registered Pension Plan, our Registered Pension Plan and our Deferred Compensation Plan. The three plans were established to meet the various needs of the different employee populations. The “registered” in the second plan title applies only to Bermudians and spouses of Bermudians.

Investment options, employer contributions and vesting schedules are the same for all three plans. We contribute 15 percent of annual base salary each year. Employees are vested 50 percent after one year and 100 percent at the end of two years.

Mr. Thiele and Mr. Benchimol

Messrs. Thiele and Benchimol are eligible for benefits under our Non-Registered Pension Plan and Deferred Compensation Plan. In addition to employer contributions, eligible employees may elect to supplement these contributions by deferring salary and/or annual incentive payments. Up to 10 percent of salary and any part of annual incentive payments can be contributed as long as the employee’s election is made at least six months prior to the end of the performance period in question. Payouts and withdrawals may be only be made upon the employee’s separation from service. Payout will commence six months after the employee’s separation from service and may be in the form of a lump sum, installments or a combination, as determined by prior election.

Mr. Miranthis

Mr. Miranthis is eligible for benefits under our Non-Registered Pension Plan. In addition to 15 percent of base salary employer contributions, Mr. Miranthis may contribute up to 10 percent of his annual salary into this plan. Upon his separation from service, any deferred amount will be paid out as a lump sum directly to Mr. Miranthis.

Switzerland based employees

Mr. Meyenhofer

Pursuant to the laws of Switzerland we are required to provide employee pension funds with a guaranteed rate of return. We have a nonqualified defined-contribution plan for retirement and a nonqualified defined benefit arrangement for disability and death, combined into one plan. The plan requires that we contribute 10 percent of an employee’s base salary and that the employee contribute 5 percent of his or her base salary. As required under the laws of Switzerland, all contributions to this plan vest immediately and we have formed a pension committee with both employer representatives (as designated by us) and employee representatives. The committee is responsible for selecting and managing the plan administrator, making investment decisions, deciding hardship withdrawals and preparing communications to employees.

U.S. based employees

Mr. Moore

In addition to our qualified defined-contribution plan for all U.S. based employees, we have a nonqualified defined contribution plan for members of senior management employed in the United States. Under the nonqualified plan, eligible employees receive an employer contribution of 3 percent of the employee’s base salary above $220,000, with an additional employer contribution of 200 percent of up to an additional 4 percent of the employee’s base salary exceeding $220,000. All contributions to the nonqualified plan are immediately vested. Salary and annual incentive deferral elections, as well as distribution payments, are intended to comply with Section 409A of the Internal Revenue Code.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

The tables below reflect the amount of compensation that would be paid to each of our named executive officers in the event of termination of such executive’s employment. The amount of compensation payable to each named executive officer in the event of disability or death of the executive or upon termination for cause or without good reason, termination following a change of control is shown below. The amounts shown assume that such termination was effective as of December 31, 2006, and thus includes amounts earned through such time and are estimates of the amounts which would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of such executive’s separation from us.

Payments Made Upon a Change of Control

The Compensation Committee approved the PartnerRe Ltd. Change in Control Policy effective November 2004, as described in further detail under the heading “Change in Control Policy” on pages 39-40.

Patrick A. Thiele

The following table shows the potential payments upon termination or a change in control for our President, Chief Executive Officer and director, Patrick Thiele.


Patrick A. Thiele President & Chief Executive Officer & Director	Death (1)		Disability (2)(3)(4)		Executive Termination for Good Reason or Company Termination Without Cause (Without Change in Control)(5)		Executive Voluntary Termination or Company Termination for Cause(6)		Executive Termination for Good Reason or Company Termination Without Cause in Connection with Change in Control(7)
Base salary	$	483,000	$	4,416,695	$	966,000	$	0	$	2,898,000
Annual incentive—target	$	603,750	$	0	$	503,995	$	0	$	4,200,511
Annual incentive—pro rata	$	503,995	$	503,995	$	503,995	$	0	$	1,207,500
Housing continuance	$	0	$	49,500	$	49,500	$	0	$	49,500
Car continuance	$	0	$	0	$	0	$	0	$	0
Health & welfare benefit continuance	$	0	$	250,155	$	0	$	0	$	68,113
Gross-up on U.S. excise tax		n/a		n/a		n/a		n/a	$	3,884,598
Equity Awards
Options/SARs	$	1,058,200	$	1,058,200	$	1,058,200	$	0	$	1,058,200
Restricted shares/restricted share units	$	0	$	0	$	0	$	0	$	3,117,933
Cash	$	0	$	0	$	0	$	0	$	636,059
Retention award—restricted share units	$	1,035,542	$	1,035,542	$	1,035,542	$	0	$	0
Retention award—cash	$	1,035,542	$	1,035,542	$	1,035,542	$	0	$	0
Total	$	4,937,328	$	8,566,928	$	5,370,073	$	0	$	17,120,414

(1)

Mr. Thiele’s spouse and/or dependants would be entitled to receive six months of base salary, 50 percent of his target annual incentive, continuation of housing and motor vehicle for a period ending the earlier of three months or until the spouse/dependents leave Bermuda (assumed three months for purposes of this calculation), immediate vesting of all unvested equity awards and a pro rata annual incentive for the termination year based on the previous year’s annual incentive amount. In the case of Mr. Thiele’s retention awards, if the performance condition is achieved on a pro rata basis, then a pro rata portion of the awards will vest and be delivered to Mr. Thiele’s designated beneficiary or estate.

(2)

Mr. Thiele is entitled to two-thirds of his base salary to be paid by insurance and supplemented by us, as necessary, for so long as he is disabled and entitled to benefits, continuation of housing and motor vehicle for a period ending the earlier of three months or until he leaves Bermuda (assumed three months for purposes of this calculation), immediate vesting of all option awards, and a pro rata annual incentive for the

termination year based on the previous year’s annual incentive amount, and continued medical coverage until age 65. In the case of Mr. Thiele’s retention awards, if the performance condition is achieved on a pro rata basis, then a pro rata portion of the award will vest and be delivered to Mr. Thiele.

(3)

We are responsible for paying any difference between long term disability payments required under our benefit plans and the actual amount paid by insurance. Insurance benefits consist of two-thirds of base salary up to a monthly cap of $12,000. Any difference will be paid to Mr. Thiele for so long as he is disabled and entitled to benefits (age 65).


Mr. Thiele’s monthly base salary	$	80,500
Two-thirds of monthly base salary	$	53,667
Portion paid by insurance	$	12,000
Portion paid by us	$	41,667
Number of months to age 65		106

Total paid by us	$	4,416,695

(4)

After the date of termination because of disability, Mr. Thiele’s medical coverage will continue to be provided at our expense until age 65. For purposes of this calculation, an 11 percent increase in premiums was assumed each year until age 65. This increase percentage is based on the average percent increase in premiums from 2002 to 2006.

(5)

Mr. Thiele is entitled to a continuation of his base salary for one year, 1/12th of his previous base salary paid each month for one year, continuation of housing and motor vehicle for a period ending the earlier of three months or until he leaves Bermuda (assumed three months for purposes of this calculation), immediate vesting of all equity awards, and a pro rata Annual Incentive for the termination year based on the previous year’s annual incentive amount. In the case of Mr. Thiele’s retention awards, if the performance condition is achieved on a pro rata basis, then a pro rata portion of the awards will vest and be delivered to Mr. Thiele.

(6)

Mr. Thiele is entitled to all accrued salary and benefits through the date of termination and will forfeit all unvested awards. In the case of Mr. Thiele’s retention awards, these would be forfeited.

(7)

Mr. Thiele would be entitled to 3 times his current annual base salary and average annualized annual incentive over the prior 3 years, a pro rata target annual incentive for the year of termination, health and welfare benefit continuation for 3 years, continuation of housing and motor vehicle for a period ending the earlier of three months or until he leaves Bermuda (assumed three months for the purposes of this calculation), and U.S. excise tax reimbursement and gross-up.


Annual Incentive Calculation:
2003 Annual Incentive	$	1,875,844
2004 Annual Incentive	$	1,820,672
2005 Annual Incentive	$	503,995

Average three-year	$	1,400,170

In the case of Mr. Thiele’s retention awards, in the event of a change in control of us, the restricted share units will be converted into a cash award using the fair market value on the effective date of the change in control. After a change in control, the restricted share units-converted award and cash award are no longer subject to the performance condition, but will remain subject to the provision requiring Mr. Thiele to remain employed by us until December 31, 2009 to receive the full value of the award. In the event that Mr. Thiele terminates for good reason or we terminate Mr. Thiele without cause prior to December 31, 2009,

Mr. Thiele will receive a pro-rated portion of the award if the performance conditions are met on a pro-rated basis, in accordance with a pre-determined vesting schedule.

Albert Benchimol

The following table shows the potential payments upon termination or a change in control for our Executive Vice-President and Chief Financial Officer, Albert Benchimol.


Albert Benchimol, Executive Vice President and Chief Financial Officer	Death (1)		Disability (2)(3)(4)		Executive Termination for Good Reason or Company Termination Without Cause (Without Change in Control) (5)		Executive Voluntary Termination or Company Termination for Cause (6)		Executive Termination for Good Reason or Company Termination Without Cause in Connection with Change in Control (7)
Base salary	$	262,500	$	3,210,194	$	525,000	$	0	$	1,050,000
Annual incentive—target	$	262,500	$	0	$	367,500	$	0	$	1,280,350
Annual incentive—pro rata	$	367,500	$	367,500	$	367,500	$	0	$	525,000
Housing continuance	$	48,000	$	48,000	$	48,000	$	0	$	48,000
Car continuance	$	1,187	$	1,187	$	1,187	$	0	$	1,187
Health & welfare benefit continuance	$	0	$	661,521	$	0	$	0	$	43,003
Equity Awards
Options/SARs	$	799,112	$	799,112	$	799,112	$	0	$	799,112
Restricted shares/restricted share units	$	0	$	0	$	0	$	0	$	1,221,716
Total	$	1,740,799	$	5,087,513	$	2,108,298	$	0	$	4,968,367

(1)

Mr. Benchimol’s spouse and/or dependants would be entitled to receive six months of base salary, 50 percent of his target annual incentive, continuation of housing and motor vehicle for a period ending the earlier of three months or until the spouse/dependents leave Bermuda (assumed three months for purposes of this calculation), immediate vesting of all unvested equity awards and a pro rata annual incentive for the termination year based on the previous year’s annual incentive amount.

(2)

Mr. Benchimol is entitled to two-thirds of his base salary to be paid by insurance and supplemented by the Company, as necessary, for so long as he is disabled and entitled to benefits, continuation of housing and motor vehicle for a period ending the earlier of three months or until he leaves Bermuda (assumed three months for purposes of this calculation), immediate vesting of all equity awards, and a pro rata annual incentive for the termination year based on the previous year’s annual incentive amount, and continued medical coverage until age 65.

(3)

We are responsible for paying any difference between long-term disability payments required under benefit plans and the actual amount paid by insurance. Insurance benefits pay two-thirds of base salary up to a monthly cap of $12,000 The contract states that this difference will be paid to Mr. Benchimol for so long as he is disabled and entitled to benefits (age 65).


Mr. Benchimol’s monthly base salary	$	43,750
Two-thirds of monthly base salary	$	29,167
Portion paid by insurance	$	12,000
Portion paid by us	$	17,167
Number of months to age 65		187

Total paid by us	$	3,210,194

(4)

Mr. Benchimol’s medical coverage under the benefit plan shall continue to be provided at our expense until age 65. For purposes of this calculation, an 11 percent increase in premiums was assumed each year until age 65. This increase percentage is based on the average percent increase in premiums from 2002 to 2006.

(5)

Mr. Benchimol is entitled to a continuation of his base salary for one year, ¹ / 12 th of his previous base salary paid each month for one year, continuation of housing and motor vehicle for a period ending the earlier of three months or until he leaves Bermuda (assumed three months for purposes of this calculation), immediate vesting of all equity awards, and a pro rata annual incentive for the termination year based on the previous year’s annual incentive amount.

(6)

Mr. Benchimol is entitled to all accrued salary and benefits through the date of termination and will forfeit all unvested awards.

(7)

Mr. Benchimol would be entitled to 2 times his current annual base salary and average annualized annual incentive over the prior 3 years, a pro rata target annual incentive for the year of termination, health and welfare benefit continuation for 2 years, continuation of housing and motor vehicle for a period ending the earlier of three months or until he leaves Bermuda (assumed three months for the purposes of this calculation), and U.S. excise tax reimbursement and gross-up.


Annual Incentive Calculation:
2003 Annual Incentive	$	801,025
2004 Annual Incentive	$	752,000
2005 Annual Incentive	$	367,500

Average three-year	$	640,175

Bruno Meyenhofer

The following table shows the potential payments upon termination or a change in control for the Chief Executive Officer for PartnerRe Global, Bruno Meyenhofer.


Bruno Meyenhofer Chief Executive Officer, PartnerRe Global	Death (1)		Disability (2)(3)		Executive Termination for Good Reason or Company Termination Without Cause (Without Change in Control) (4)		Executive Voluntary Termination or Company Termination for Cause (5)		Executive Termination for Good Reason or Company Termination Without Cause in Connection with Change in Control (6)
Base salary		n/a		n/a		n/a		n/a	$	1,235,203
Annual incentive—target		n/a		n/a		n/a		n/a	$	1,352,221
Annual incentive—pro rata	$	0	$	0	$	0	$	0	$	617,601
Car continuance	$	0	$	0	$	0	$	0	$	0
Health & welfare benefit continuance	$	0	$	0	$	0	$	0	$	0
Equity Awards
Options/SARs	$	0	$	0	$	0	$	0	$	799,112
Restricted shares/restricted share units	$	0	$	0	$	0	$	0	$	1,239,616
Total	$	0	$	0	$	0	$	0	$	5,245,788

(1)

Mr. Meyenhofer’s spouse and/or dependants would receive no payments.

(2)

Standard local benefits will apply.

(3)

Mr. Meyenhofer is entitled to all accrued salary and benefits through date of termination. All unvested options will vest immediately and become exercisable.

(4)

Mr. Meyenhofer is entitled to all accrued salary and benefits through date of termination. Pursuant to Mr. Meyenhofer’s restricted share units award agreement, all unvested restricted share units shall be forfeited on the date of termination.

(5)

Mr. Meyenhofer is entitled to all accrued salary and benefits through the date of termination. Pursuant to the restricted share unit award agreements, share option agreements and share-settled share appreciation right agreements, all unvested awards shall be forfeited on the date of termination.

(6)

Mr. Meyenhofer would be entitled to 2 times his current annual base salary and average annualized annual incentive over the prior 3 years, and a pro rata target annual incentive for the year of termination. All unvested options will vest immediately and become exercisable.


Annual Incentive Calculation:
2003 Annual Incentive	$	983,340
2004 Annual Incentive	$	924,232
2005 Annual Incentive	$	120,760

Average three-year	$	676,111

Scott Moore

The following table shows the potential payments upon termination or a change in control for the Chief Executive Officer of PartnerRe U.S., Scott Moore.


Scott D. Moore Chief Executive Officer, PartnerRe U.S.	Death (1)		Disability (2)(3)(4)		Executive Termination for Good Reason or Company Termination Without Cause (Without Change in Control) (5)		Executive Voluntary Termination or Company Termination for Cause (6)		Executive Termination for Good Reason or Company Termination Without Cause in Connection with Change in Control (7)
Base salary	$	262,500	$	2,161,250	$	525,000	$	0	$	1,050,000
Annual incentive—target	$	262,500	$	0	$	0	$	0	$	1,159,217
Annual incentive—pro rata	$	98,750	$	0	$	98,750	$	0	$	525,000
Car continuance	$	0	$	0	$	0	$	0	$	0
Health & welfare benefit continuance	$	0	$	409,376	$	0	$	0	$	43,003
Equity Awards
Options/SARs	$	356,048	$	0	$	356,048	$	0	$	356,048
Restricted shares/restricted share units	$	0	$	0	$	0	$	0	$	1,221,716
Cash	$	0	$	0	$	0	$	0	$	983,565
Total	$	979,798	$	2,570,626	$	979,798	$	0	$	5,338,548

(1)

Mr. Moore’s spouse and/or dependants would be entitled to receive six months of base salary, 50 percent of his target annual incentive, immediate vesting of all unvested equity awards and a pro rata annual incentive for the termination year based on the previous year’s annual incentive amount.

(2)

Mr. Moore is entitled to 60 percent of his base salary to be paid by insurance and supplemented by us, as necessary, for so long as he is disabled and entitled to benefits, continuation of motor vehicle for a period of three months, immediate vesting of all equity awards, and continued medical coverage until age 65.

(3)

We are responsible for paying any difference between long-term disability payments required under benefit plans and the actual amount paid by insurance. Long-term disability Insurance benefits pay 60 percent of base salary up to a monthly cap of $10,000. The contract states that this difference will be paid to Mr. Moore for so long as he is disabled and entitled to benefits (age 65).


Mr. Moore’s monthly base salary	$	43,750
60 percent of monthly base salary	$	26,250
Portion paid by insurance	$	10,000
Portion paid by us	$	16,250
Number of months to age 65		133

Total paid by us	$	2,161,250

(4)

Mr. Moore’s medical coverage under the benefit plan shall continue to be provided at the Company’s expense until age 65. For purposes of this calculation, an 11 percent increase in premiums was assumed each year until age 65. This increase percentage is based on the average percent increase in premiums from 2002 to 2006.

(5)

Mr. Moore is entitled to his base salary for the remainder of the unexpired term of his employment agreement, but in no event less than twelve months, a bonus equal to the amount received by Mr. Moore for the previous year, continuation of motor vehicle for of three months, and immediate vesting of all unvested equity awards.

(6)

Mr. Moore is entitled to all accrued salary and benefits through the date of termination and will forfeit all unvested awards.

(7)

Mr. Moore would be entitled to 2 times his current annual base salary and average annualized annual incentive over the prior 3 years, a pro rata target annual incentive for the year of termination, health and welfare benefit continuation for 3 years, continuation of housing and motor vehicle for three months and

U.S. excise tax reimbursement and gross-up. All options granted to Mr. Moore which remain unvested at date of termination shall immediately vest.


Annual Incentive Calculation:
2003 Annual Incentive	$	845,775
2004 Annual Incentive	$	794,300
2005 Annual Incentive	$	98,750

Average three-year	$	579,608

Costas Miranthis

The following table shows the potential payments upon termination or a change in control for the Chief Actuary, Costas Miranthis.


Costas Miranthis, Chief Actuary	Executive Termination for Good Reason or Company Termination Without Cause (Without Change in Control) (1)		Executive Voluntary Termination or Company Termination for Cause (2)		Executive Termination for Good Reason or Company Termination Without Cause in Connection with Change in Control (3)
Base Salary		n/a		n/a	$	445,000
Annual Incentive—Target		n/a		n/a	$	356,000
Equity Awards
Options/SARS	$	0	$	0	$	209,456
Restricted shares/restricted share units	$	0	$	0	$	205,987
Total	$	0	$	0	$	1,216,443

(1)

Mr. Miranthis is entitled to all accrued salary and benefits through date of termination. All unvested options, share-settled share appreciation rights and restricted share units shall be forfeited on the date of termination.

(2)

Mr. Miranthis is entitled to all accrued salary and benefits through the date of termination and will forfeit all unvested awards.

(3)

Mr. Miranthis would be entitled to 1 times his current annual base salary and 1 times his largest annual incentive for the year of termination. All unvested options, share-settled share appreciation rights and restricted share units will vest immediately and become exercisable.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets out details of our equity compensation plans, both active and expired as at December 31, 2006. In May 2000 our shareholders approved the establishment of our Employee Share Purchase Plan (“ESPP”) and authorised the issuance of up to 500,000 shares under the ESPP. In 2002 we established the Swiss Share Purchase Plan (“SSPP”) in order to be able to offer a competitive benefit to our employees in Switzerland. The Compensation Committee approved a reduction in the number of shares available for issue under the ESPP, reducing the number to 300,000 shares in order that 200,000 shares could be made available for issue under the SSPP. All equity compensation plans, with the exception of the SSPP, have been approved by shareholders. The terms of the SSPP are more fully described under the heading “Stock and Stock Option Plans—Swiss Share Purchase Plan” in note 10 to our financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2006.


	A	B	C
Plan Category	Number of Securities To be Issued upon Exercise of Outstanding Options, Warrants & Rights (1)	Weighted-Average Exercise Price of Outstanding Options, Warrants & Rights (2)	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column A) (3)
Equity compensation plans approved by shareholders	3,673,951	$53.50	2,304,583
Equity compensation plans not approved by shareholders	4,609	—	158,939
TOTAL	3,678,560	$53.50	2,463,522

(1)

Includes 120,965 shares that relate to the 1993 Non-Employee Director Stock Plan, 233,480 shares that relate to the 2003 Non-Employee Director Stock Plan, 234,120 shares that relate to the 1993 Stock Option Plan, 2,781,623 shares that relate to the Employee Incentive Plan, 280,605 shares that relate to the Employee Equity Plan and 23,158 shares that relate to the ESPP. Column A includes restricted share unit awards and an estimation of all shares to be purchased pursuant to the ESPP and the SSPP during the current offering period. The current offering period commenced on December 1, 2006 and will close on May 31, 2007.

(2)

The weighted average exercise price of outstanding options is $49.18 per share under the 1993 Non-Employee Director Stock Plan, $59.34 per share under the 2003 Non-Employee Director Stock Plan, $44.88 per share under the 1993 Stock Option Plan, $52.16 per share under the Employee Incentive Plan and $61.93 per share under the Employee Equity Plan. The weighted average exercise price does not take into account any restricted share unit awards.

(3)

Includes 262,020 shares remaining available for grant under the 2003 Non-Employee Director Stock Plan, 1,971,158 shares remaining available for issue under the 2005 Employee Equity Plan, 71,405 shares remaining available for issue under the ESPP and 158,939 shares remaining available for issue under the SSPP. The 1993 Non-Employee Director Stock Plan, the 1993 Stock Option Plan and the Employee Incentive Plan have expired.

As part of our long-term incentive compensation for executives and employees, we maintain the PartnerRe Ltd. 2005 Employee Equity Plan (the “Employee Equity Plan”). The purpose of the Employee Equity Plan is to provide a means through which we may attract and retain key employees upon whom the responsibilities of our successful management rest, and whose present and potential contributions are of importance. The Employee Equity Plan provides a mechanism through which our employees can acquire and maintain share ownership, thereby strengthening their commitment to us and promoting a commonality of interest between the shareholders and key employees.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees for professional services rendered by the external auditors, Deloitte & Touche, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”) for the fiscal years 2006 and 2005. All services of the Deloitte Entities were pre-approved by the Audit Committee. The Audit Committee has concluded that the provision of the non-audit services listed below are compatible with maintaining the independence of Deloitte Entities.


	Year Ended December 31
	2006		2005
Audit Fees(1)	$	4,991,430	$	4,280,995
Audit Related Fees(2)		—	$	17,000
Tax Fees		—		—
All Other Fees		—		—
Total	$	4,991,430	$	4,297,995

(1)

These are fees for professional services rendered by Deloitte Entities for the audit of our annual financial statements, the review of the financial statements included in our quarterly reports on Form 10-Q, audit services provided in connection with statutory and regulatory filings and services related to our S-3 and S-8 filings with the U.S. Securities and Exchange Commission.

(2)

These are fees for assurance and related services performed by Deloitte Entities that are reasonably related to the performance of the audit or review of our financial statements but not described in item (1) above. This includes employee benefit plan audits.

ELECTION OF DIRECTORS

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents