Terms

1.

Introduction

1.1

Overview

1.2

Purpose of the Policy

1.3

Objectives

1.4

Scope

2.

Policy

2.1

Policy Statement & Description

2.2

Roles and Responsibilities

2.3

Policy Approval

3.

Appendix

3.1

Glossary

3.2

Related Policies & Regulations

PartnerRe

Change in Control Policy

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February 2011

To provide incentives to ensure key executives act in the best interests of shareholders

To retain key executives before and during a Change in Control transition

To protect key executives’ compensation and benefits during a Change in Control transition

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

PartnerRe

Change in Control Policy

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February 2011

CIC, as defined herein, has occurred within the last 12 months.

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

3 times current annual base salary

Average annualized annual incentive over prior 3 years or target annual incentive for current role, whichever is higher

Pro-rata target annual incentive for year of termination

Health and Welfare benefit continuation for 3 years

Housing and Car continuation for 3 months, as appropriate

If an excise tax is triggered under U.S. Federal tax law, either a reduction of any payments and benefits to the extent required to avoid the excise tax or the payments and benefits as is with no reduction, depending on which result would be better for the Participant.

2 times current annual base salary

Average annualized annual incentive over prior 3 years or target annual incentive for current role, whichever is higher

Pro-rata target annual incentive for year of termination

PartnerRe

Change in Control Policy

4

February 2011

Health and Welfare benefit continuation for 2 years

Housing and Car continuation for 3 months, as appropriate

If an excise tax is triggered under U.S. Federal tax law, either a reduction of any payments and benefits to the extent required to avoid the excise tax or the payments and benefits as is with no reduction, depending on which result would be better for the Participant.

1 times current annual base salary

1 times target annual incentive for year of termination

If an excise tax is triggered under U.S. Federal tax law, either a reduction of any payments and benefits to the extent required to avoid the excise tax or the payments and benefits as is with no reduction, depending on which result would be better for the Participant.

PartnerRe

Change in Control Policy

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February 2011

(i) when any “person” within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than the PartnerRe Ltd. (the “Company”), a subsidiary or any employee benefit plan(s) sponsored by the Company or any subsidiary, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of forty percent (40%) or more of the then outstanding Common Shares; or

(ii) at any time during a period of 12 consecutive months, when individuals who constitute the Board on the effective date of this Policy, cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the effective date of this definition, whose election, or nomination for election by the Company’s shareholders, was on the recommendation or with the approval of at least a majority of the directors comprising the Board on the effective date of this definition (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (ii), considered as though such person were a member of the Board on the effective date of this definition;

(iii) all or substantially all of the assets of the Company are sold, liquidated or distributed (in one or a series of related transactions); or

(iv) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a “Transaction”), other than with a wholly-owned subsidiary and other than a merger or consolidation, that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such Transaction.

PartnerRe

Change in Control Policy

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February 2011

The period following the Change in Control during which CIC award provisions may be claimed by a Participant under specific conditions as outlined herein.

The CIC Transition Period for all Participants is 12 months following the date of the CIC.

PartnerRe

Change in Control Policy

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February 2011