Compensation Program For Non-Executive Directors

                     

PartnerRe Ltd. (the “Company”) has developed a Board of Directors Compensation Policy for Non-Executive Directors (the “Policy”) to address specific objectives:

As part of this Policy, as approved by the Nominating and Governance Committee, PartnerRe offers a competitive mix of cash and equity compensation for each non-executive director and for the Chairman of the Board (the “Chairman”) (together the “Directors“).

The total compensation package for Director’s service on a calendar year period consists of two components:

* Chairman excluded

 

Directors are entitled to receive cash compensation on an annual basis (as detailed in the table above). Cash compensation is paid once a year on June 15 or the nearest business day thereafter.

Directors may elect to defer 50% or 100% of their cash compensation into RSUs (see RSU description).

Should a Director elect to defer his or her cash compensation into RSUs, deferred amounts will receive an additional matching award equal to 25% of the deferred dollar amount. The matching award will be granted in RSUs (see RSU description).

Directors are entitled to receive RSUs (as detailed in the table above). RSUs are granted once a year on June 15 or the nearest business day thereafter.

The number of RSUs awarded is determined by the applicable annual U.S. dollar amount of the award divided by the Fair Market Value of the Shares (both terms as defined in the PartnerRe Ltd 2003 Non-Employee Directors Share Plan, as amended or replaced from time to time, the “Plan”) on the grant date. RSUs will cliff vest after 5 years from the grant date and automatic delivery will also occur at this time.

All RSU awards will accrue dividend equivalents on the same basis as the shares underlying the RSUs, with such dividend equivalents payable annually on June 15 or the nearest business day thereafter, with no accrued interest on the dividend equivalents.

Prior to the RSU grant, Directors will have the ability to elect to receive 60% of the value of the RSUs in Shares and 40% in cash.

Directors are required to own a minimum number of shares equal to 4 times his or her annual cash compensation entitlement (excluding Committee Chair Fee) (“Ownership Target”). For the purpose of determining the Ownership Target, both shares owned by the Director as well as RSUs are included in the calculation. Directors who do not meet the Ownership Target are required to receive at least 50% of their cash compensation in RSUs until the Ownership Target is met.

Transfers of equity interests into Trusts or Family Partnerships can only occur if the Director Ownership Targets continue to be met after the transfer has occurred, subject to the approval of the Nominating and Governance Committee and in compliance with certain restrictions.

RSU awards made to Directors shall not exceed the maximum annual limit stated in the Plan.

In the event that a Director serves on a special committee of the Board (which may be established from time to time), the Director may receive, at the discretion of the Nominating & Governance Committee, compensation in addition to the annual cash and equity compensation described above. The amount and form of such additional compensation shall be determined by the Nominating & Governance Committee and approved by the Board.

Any newly appointed Director is entitled to receive:

Should a Director be appointed before June 15, he/she will receive on June 15 or the nearest business day thereafter, of the year of appointment the Prorated Cash Compensation and the Prorated Number of RSUs.

Should the Director be appointed after June 15, the Prorated Cash Compensation and the Prorated Number of RSUs will be paid or granted on June 15 of the following year.

Appendix A will apply to cash compensation/clawback, share options (previously granted) and RSUs in the event of the Director’s termination of service.

The Company agrees to reimburse all business expenses related to services rendered, including attendance at educational sessions, as a Director.

 

Every two years the Company invites the partners of Directors to attend events at the Board meeting. The cost of providing the program (excluding travel) is covered by the Company. The Board has decided that travel costs for partners to attend these programs shall be paid by the Director and shall not be reimbursed by the Company.