UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

PartnerRe Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PROXY STATEMENT

Wellesley House South

90 Pitts Bay Road

Pembroke HM 08, Bermuda

April 8, 20115, 2013

ANNUAL GENERAL MEETING—MEETING–May 19, 201117, 2013

To the Shareholders of PartnerRe Ltd.

You are cordially invited to attend the Annual General Meeting of your company, PartnerRe Ltd., to be held at 6:8:00 p.m.a.m. local time on Thursday,Friday,May 19, 201117, 2013, at 5^thFloor, Wellesley House South, 90 Pitts Bay Road, Pembroke HM 08, Bermuda. My fellow directors and the executive officers will be in attendance and I will present a report on the current affairs of your company.Company. You will have an opportunity for any questions and comments.

On or about April 5, 2013, we will begin mailing to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and Annual Report and how to vote. The Notice will also include details about the Annual General Meeting and instructions on how to request a paper copy of the proxy materials.

If you plan to attend the Annual General Meeting, I would ask that you vote in advance of the Annual General Meeting by following the voting instructions set forth in the Notice and as outlined in this Proxy Statement. Voting in advance will not prevent you from changing your mind at a subsequent date and you can revoke your voted proxy as described herein.

I would also ask that you vote as soon as possible. Prompt voting will eliminate the need for any follow-up work together with any associated costs.

We are grateful for your assistance and express our appreciation in advance.

Yours sincerely,

Jean-Paul L. Montupet

Chairman of the Board of Directors

Wellesley House South

90 Pitts Bay Road

Pembroke HM 08, Bermuda

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on May 19, 201117, 2013

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of PartnerRe Ltd. will be held at 5^thFloor, Wellesley House South, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, on Thursday,Friday,May 19, 201117, 2013, at 6:8:00 p.m.a.m. local time, for the following purposes:

The Board of Directors has fixed the close of business on March 22, 2011,20, 2013, as the record date for determining shareholders entitled to notice of, and to vote at, the Annual General Meeting.

All shareholders are cordially invited to attend the Annual General Meeting.

By order of the Board of Directors

Christine Patton

Secretary and Corporate Counsel to the Board

Pembroke, Bermuda

April 8, 20115, 2013

PROXY STATEMENT

TABLE OF CONTENTS

PROXY STATEMENT

PARTNERRE LTD.

Annual General Meeting of Shareholders

May 19, 2011

GENERAL INFORMATION ABOUT THE 2011

ANNUAL GENERAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (“(the “Board of Directors” or “Board””) of PartnerRe Ltd. (“PartnerRe”PartnerRe” or the “Company”) of proxies from holders of PartnerRe common shares (the “PartnerRe common shares” or the “common shares”), referred to as shareholders throughout this Proxy Statement. The proxies will be voted at the Annual General Meeting of shareholders, which will be held at 6:8:00 p.m.a.m. local time onMay 19, 201117, 2013, at 5^thFloor, Wellesley House South, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, and at any adjournment thereof.

Our primary mailing address is Wellesley House South, 90 Pitts Bay Road, Pembroke HM 08, Bermuda (telephone 1-441-292-0888). Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”“SEC”), we have elected to provide access to our proxy materials over the Internet. PartnerRe expects to provide noticeNotice and electronic delivery of this Proxy Statement and the enclosed proxy card to shareholders on or about April 8, 2011.5, 2013. As further detailed in the Notice Regarding the Availability of Proxy Materials (“Notice”) (whichwhich will be mailed to shareholders on or about April 8, 2011),5, 2013, shareholders may access the proxy materials on the Internet, request a printed set of the proxy materials, or both.

GENERAL INFORMATION ABOUT THE MEETING

FREQUENTLY ASKED QUESTIONSFrequently Asked Questions

WHY AM I RECEIVING THESE MATERIALS?

You are receiving these materials as you were a shareholder of PartnerRe as of March 20, 2013 (the “Record Date”), which entitles you to attend and vote at or prior to the Annual General Meeting to be held at Wellesley House South, 90 Pitts Bay Road, Pembroke HM08, Bermuda on Friday, May 17, 2013, at 8:00 a.m. local time.

WHAT IS INCLUDED IN THESE MATERIALS?

WHY DID I RECEIVE A NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS?

Pursuant to rules adopted by the SEC and applicable Bermuda law, PartnerRe has elected to provide access to its proxy materials via the Internet. On or about April 5, 2013, PartnerRe will send to shareholders as of the Record Date the Notice on or about April 5, 2013. All shareholders will have the ability to access the proxy materials via the Internet or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy are detailed in the Notice, together with instructions on how to receive future proxy materials electronically. PartnerRe encourages shareholders to take advantage of the availability of the proxy materials on the Internet to help to reduce the environmental impact of our Annual General Meeting as well as improve the efficiency of delivery.

WHAT AM I VOTING ON?

You will be asked:

For more information about these Proposals, see pages 55-58.

WHAT ARE THE BOARD’S VOTING RECOMMENDATIONS?

The Board recommends that you voteFOR all the Proposals.

WHO IS ENTITLED TO VOTE?

You may vote if you ownedheld common shares as of the close of business on March 22, 2011 (the “Record Date”).the Record Date. Each common share held at the Record Date entitles you to one vote on each matter to be voted on. As of the Record Date, PartnerRe had an aggregate of 67,443,68358,188,630 common shares issued and outstanding, net of treasury shares. If you constructively or beneficially, directly or indirectly, own more

HOW MANY VOTES MUST BE PRESENT OR REPRESENTED BY PROXY TO HOLD THE ANNUAL GENERAL MEETING?

In order for us to transact business at the Annual General Meeting, the holders of not less than 9.9%25% of the outstanding common shares your voting rightsas of the Record Date must have voted prior to the meeting or be present, in person or by proxy. This is referred to as a quorum.

HOW MANY VOTES ARE NEEDED TO APPROVE EACH PROPOSAL?

All matters to be voted on at the Annual General Meeting will be limited pursuantdecided by a simple majority of votes cast. If common shares are held by a broker for a shareholder that does not indicate how to vote on a formula specified in our Bye-Laws.non-routine matter, or if a shareholder abstains from voting on a particular matter, such common shares will not be counted for purposes of determining how many votes are required for approval on that matter. All matters except the ratification of auditors are considered non-routine.

WHAT AM I VOTING ON?IS THE DIFFERENCE BETWEEN A SHAREHOLDER OF RECORD AND A BENEFICIAL OWNER OF COMMON SHARES HELD IN STREET NAME?

You are a shareholder of record if your common shares are registered directly in your name with PartnerRe’s transfer agent, Computershare Trust Company, N.A. (“Computershare”).

You will be asked to:are a beneficial owner of common shares held in street name if your common shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization.

HOW DO I VOTE IF I AM A SHAREHOLDER OF RECORD?

You can vote in person at the Annual General Meeting, or prior to the Annual General Meeting:

HOW DO I VOTE IF I AM A BENEFICIAL OWNER?

You can vote in person at the Annual General Meeting if you have obtained a legal proxy from the organization that holds your common shares. Please follow the instructions that your bank or broker provides.

You can vote prior to the Annual General Meeting by following the instructions provided by your bank or broker.

For more information about these proposals,HOW CAN I ATTEND THE ANNUAL GENERAL MEETING?

The Annual General Meeting is open to all shareholders that hold common shares as of the Record Date.

If you are a shareholder of record, you will have to present valid picture identification.

If you are a beneficial owner, you will need to obtain a legal proxy from your bank or broker. This legal proxy will serve as an admission ticket and authorize you to vote your common shares (or change your vote) at the Annual General Meeting. You will also be required to present valid picture identification.

Shareholders who do not have valid picture identification and a legal proxy (if required) may not be admitted to the Annual General Meeting.

We encourage all shareholders, even those who plan to attend the Annual General Meeting, to vote in advance. If you intend to vote at the Annual General Meeting, you must provide our Secretary oral or written notice either at or prior to the meeting.

WHAT IS A PROXY? HOW DO I APPOINT A PROXY AND INSTRUCT THAT INDIVIDUAL HOW TO VOTE ON MY BEHALF?

A proxy is your legal designation of another person to vote the common shares you hold on your behalf.

You can appoint the proxies recommended by the Board (i.e. Jean-Paul L. Montupet and Costas Miranthis; see pages 78-89.below “What does solicitation of proxies means?”) to vote on your behalf, and give those individuals voting instructions by following the directions on the proxy card.

If you are a shareholder of record, you may also appoint another individual to represent you at the Annual General Meeting by notifying Computershare in writing before the Annual General Meeting begins. Your appointed proxy must provide valid picture identification to be admitted to the Annual General Meeting.

If you are a beneficial owner, please contact the bank or broker that holds your common shares if you intend to appoint a proxy that is different from those recommended by the Board.

WHAT DOES SOLICITATION OF PROXIES MEAN?

If you are unable to attend the Annual General Meeting, you can request that another individual vote on your behalf in accordance with your instructions (the person who votes is referred to as a proxy). In a solicitation of proxies, one party (in this case, the Board) encourages shareholders to appoint one or more particular individuals (in this case, Jean-Paul L. Montupet, the Chairman, and Costas Miranthis, the President and Chief Executive Officer) to vote on their behalf (i.e., to vote as their proxy in accordance with their instructions).

HOW DOES THE BOARD SOLICIT PROXIES?

Proxies will be solicited initially over the Internet pursuant to the instructions set out in the Notice. As provided in the Notice, you may also request printed materials by mail. Directors,Our directors, officers and our employees may make further solicitation personally, by telephone or otherwise; these individuals will not be specifically compensated for such activities. Georgeson, Inc., (“Georgeson”), a U.S. and European proxy solicitation firm, has been retained by PartnerRe to assist, if required,necessary, in the solicitation of proxies, using the means discussed above. In the event that we utilize the services of Georgeson, they will receive a fee for their services and reimbursement for out-of-pocket expenses.

Shareholders who hold common shares through an account with a bank or brokerBeneficial owners will be asked to forward the proxy materials to the bank or broker.broker that holds their common shares. That entity will be reimbursed for its reasonable expenses incurred in connection with distributing and collecting proxy materials.

WHO PAYS FOR THE SOLICITATION OF PROXIES?

PartnerRe will bear all of the costs of soliciting proxies for use at the Annual General Meeting. If you vote via the Internet, by mail or by telephone from outside the United States and Canada, you may incur costs associated with their use. These costs are your responsibility.

HOW DO I APPOINT A PROXY AND INSTRUCT THAT INDIVIDUAL HOW TO VOTE ON MY BEHALF?

You can appoint the proxies recommended by the Board (Jean-Paul L. Montupet and Costas Miranthis) to vote on your behalf, and give those individuals voting instructions by following the directions on the proxy card.

CAN I CHOOSE MY OWN PROXY?

If you are a registered shareholder, meaning that you hold common shares in certificate form or through an account with our transfer agent, Computershare Trust Company, N.A., (“Computershare”) you may appoint another individual to represent you at the Annual General Meeting by notifying Computershare in writing before the Annual General Meeting begins. You must also inform the individual you appoint. Your appointed proxy must provide valid picture identification to be admitted to the Annual General Meeting.

If you hold common shares through an account with a bank or broker, please contact the bank or broker if you intend to appoint a proxy that is different from those recommended by the Board.

WILL MY COMMON SHARES BE VOTED IF I DO NOT APPOINT A PROXY?

If you are a registered shareholder of record and you do not appoint a proxy or vote by telephone or over the Internet, your common shares will not be voted and therefore will have no effect on the voting results unless you personally attend the Annual General Meeting.

If you hold common shares through an account withare a bank or broker, those shares may be voted even if you do not provide voting instructions. Brokerage firms havebeneficial owner, your brokerage firm has the authority to vote their customers’common shares on certain routine matters even if the customersyou do not provide instructions. All matters exceptOnly the ratification of auditors areis considered non-routine.

HOW CAN I VOTE BEFORE THE ANNUAL GENERAL MEETING?

If you are a registered shareholder, you can vote:

If you holdroutine matter for these purposes. Without your instructions, your common shares through an account with a bank or broker, you maywill not be unable to vote by telephone or overvoted for any other Proposal at the Internet. Please follow the instructions that your bank or broker provides.Annual General Meeting.

CAN I CHANGE MY MIND AFTER I VOTE?

If you are a registered shareholder, youYou may change your vote or revoke your proxy at any time before your proxy is voted at the Annual General Meeting by:

If you intend to change your vote at the Annual General Meeting, you must provide our Secretary oral or written notice either at or prior to the meeting. We will not assume that you wish to change or revote a previousyour vote simply because you attend the Annual General Meeting.

CAN I ATTEND THE ANNUAL GENERAL MEETING?

The Annual General Meeting is open to all holders of outstanding common shares as of the Record Date to attend and vote your common shares (or change your vote). If you hold common shares through an account with a bank or broker, you also need to obtain a legal proxy from that entity. The legal proxy obtained from your bank or broker will serve as an admission ticket and authorize you to vote your common shares (or change your vote) at the Annual General Meeting. SHAREHOLDERS WHO DO NOT HAVE VALID PICTURE IDENTIFICATION AND A LEGAL PROXY (IF REQUIRED) MAY NOT BE ADMITTED TO THE ANNUAL GENERAL MEETING.

We encourage all shareholders, even those who plan to attend the Annual General Meeting, to vote in advance. If you intend to vote at the Annual General Meeting, you must provide our Secretary oral or written notice either at or prior to the meeting.

HOW MANY VOTES MUST BE PRESENT TO HOLD THE ANNUAL GENERAL MEETING?

In order for us to transact business at the Annual General Meeting, the holders of not less than 25% of the outstanding common shares as of the Record Date must have voted prior to the meeting or be present, in person or by proxy. This is referred to as a quorum. Common shares will be counted toward a quorum if a shareholder:

HOW MANY VOTES ARE NEEDED TO APPROVE EACH PROPOSAL?

All matters to be voted on at the Annual General Meeting will be decided by a simple majority of votes cast. If common shares are held by a broker for a shareholder that does not indicate how to vote on a non-routine matter, or if a shareholder abstains from voting on a particular matter, the common shares will be treated as not entitled to vote on that matter for purposes of determining how many votes are required for approval. All matters except the ratification of auditors are considered non-routine.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE FORM OF PROXY?

Multiple proxies may indicate that your common shares are held in more than one account. To ensure that all common shares are voted, please either vote each account by telephone, or over the Internet, or sign and return all forms of proxy by mail. We encourage you to register all of your accounts in the same name and address. To minimize costs, if you hold common shares throughare a bank or broker,beneficial owner, you should contact the bank or broker and request consolidation.

WHAT IF I SHARE AN ADDRESS WITH ANOTHER SHAREHOLDER, AND WE RECEIVED ONLY ONE PAPER COPY OF THE PROXY MATERIALS? HOW MAY I OBTAIN AN ADDITIONAL COPY OF THE PROXY MATERIALS?

We have adopted a procedure called “householding”. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials and our annual report to multiple shareholders who share the same address unless we receivedreceive contrary instructions from one or more of the shareholders. This procedure reduces our postage and printing costs. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials and our annual report to any shareholder at a shared address to which we delivered a single copy of any of these documents.instructions. Shareholders wishing to discontinue or begin householding, or any shareholder residing at a householded address wanting to request delivery of a copy of the Notice and, if applicable, these proxy materials, or our annual report, may contact:address their request:

There is no charge for requesting a copy. If requesting materials by e-mail, please send a blankan e-mail with the 12-Digit Control Number (located on the Notice) in the subject line. Please make the request as instructed above on or before May 6, 20113, 2013, to facilitate timely delivery.

Shareholders who hold their shares through a bank or brokerBeneficial owners who wish to either discontinue or begin householding should contact their bank or broker. This procedure reduces the environmental impact of our Annual General Meeting as well as our postage and printing costs.

HOW DO I MAKE A PROPOSAL FOR INCLUSION IN THE PROXY STATEMENT FOR THE 20122014 ANNUAL GENERAL MEETING?

YouShareholders may propose any matter for a vote by our shareholders at the 20122014 Annual General Meeting by sending yourtheir proposal marked for the attention of the Secretary, PartnerRe Ltd., Wellesley House South, 90 Pitts Bay Road, Pembroke HM 08, Bermuda. We may omit the proposal from next year’s proxy statement if it is not received by the Secretary at the address noted above at least 120 days prior to the first anniversary of this Proxy Statement. We also may omit yourshareholder’s proposal if it does not comply with applicable requirements of the SEC.

CAN I MAKE AN ADDITIONAL PROPOSAL AT THE 20122014 ANNUAL GENERAL MEETING?

If a shareholder proposal is introduced at the 20122014 Annual General Meeting without having been discussed in our proxy statement,Proxy Statement, and the proposing shareholder does not notify us 60 to 90 days prior to the first

anniversary of the 20112013 Annual General Meeting of the shareholder’stheir intent to raise such proposal at the 20122014 Annual General Meeting (subject to adjustment if the 20122014 Annual General Meeting date is changed, as described in the Bye-Laws), then all proxies received by us for the 20122014 Annual General Meeting will be voted by the persons named as proxies in their discretion with respect to such proposal. Notice of such proposal is to be sent to the address listed in the response to the question above.

GENERAL INFORMATION ABOUT THE PROXY STATEMENT

Corporate Documentation

We refer to corporate documentation throughout the Proxy Statement.We will furnish,provide, without charge, the following corporate documents to any shareholder who makes a request:

The documentation listed above is available on our website atwww.partnerre.com. To obtain a hard copy please write to the Secretary, PartnerRe Ltd., Wellesley House South, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, or call 1-441-292-0888. We will also furnish,provide, upon payment of a reasonable fee to cover reproduction and mailing expenses, a copy of all exhibits to our Annual Report on Form 10-K.

Information contained on our website is not incorporated by reference into this Proxy Statement or any other report filed with the SEC.

Exchange Rates and Currency

Exchange rates from United States Dollars to Swiss Francs and the Euroeuro are used throughout this Proxy Statement. Unless otherwise indicated, we have applied the following exchange rates:

Unless otherwise indicated, all amounts mentioned throughout this Proxy Statement are denominated in United States Dollars.

OUR DIRECTORS

The Board currently consists of twelve directors divided into three classes: Class I, Class II and Class III. EachIII of four directors each. Messrs. Baumgartner and Rollwagen, who are Class has four directors.II directors, will be retiring when their terms expire at the conclusion of the Annual General Meeting. The directors in each Class serve a three-year term. The terms of each Class expire at successive annual general meetings so that the shareholders elect one Class of directors each year. This section details the name, age, nationality, class, qualifications and committee memberships of our directors as of March 22, 2011.the Record Date.

Continuing NOMINEE DIRECTORS STANDING FOR ELECTION AT THE 2013 ANNUAL GENERAL MEETING

Class II Directors

Jean-Paul L. Montupet, Chairman of the Board

				Current Directorships Lexmark International, Inc. Wabco Holdings Inc. Assurant, Inc. IHS		Former Directorships (previous 5 years) Leroy Somer (2012) National Electrical Manufacturers Association (2008)
				Committees Nominating & Governance–Chairman
				Risk & Finance
Age: Nationality: Director Since:		65 American February 2002		Mr. Montupet retired as Executive Vice President of Emerson Electric Co. in July 2012 a position he had held since 1990. He also retired as President of Emerson Europe in December 2012 and as advisory director of Emerson Electric Co. in February 2013. Mr. Montupet’s qualifications to sit on our Board include his years of experience in international business including his previous experience as an executive for a major public company.

Lucio Stanca

				Current Directorships Aspen Institute Italia Committees Audit Nominating & Governance		Former Directorships (previous 5 years) None
Age: Nationality: Director Since: (formerly served from May 1998 to January 2005)		71 Italian September 2006		Mr. Stanca was Executive Chairman of IBM Europe, Middle East and Africa until his retirement in 2001. Mr. Stanca was President and Chief Executive Officer of Expo 2015 Spa from 2009 to 2010. Mr. Stanca was a director of Bocconi University in Milan from 1994 to 2006. Mr. Stanca is a former Minister of Innovation and Technology for the Italian Government and was an elected Senator of the Italian Government. He was a Deputy of the Italian Parliament from 2008 to March 2013. Mr. Stanca’s qualifications to sit on our Board include his years of experience in international business.

DIRECTORS NOT STANDING FOR ELECTION AT THE 2013 ANNUAL GENERAL MEETING

Class III Directors (terms expiring at the 2014 Annual General Meeting)

Judith Hanratty, CVO, OBE

				Current Directorships England Golf Union Limited Committees Audit Nominating & Governance		Former Directorships (previous 5 years) Charles Taylor Consulting plc (2012) Gas & Electricity Markets Authority (2010)
Age: Nationality: Director Since:		69 British/New Zealander January 2005		Ms. Hanratty is Chairman of the Commonwealth Education Trust and retired from serving as Chairman of the Commonwealth Institute (Australia) Limited which was dissolved in 2012. Ms. Hanratty was an Executive for British Petroleum plc until her retirement in 2004 and was a director of Partnerships UK plc until 2005 and British Standards Group until 2006. She was also a member of the Council of Lloyds of London until 2007. Ms. Hanratty is a Commander of the Royal Victorian Order and was awarded the Order of the British Empire. Ms. Hanratty’s qualifications to sit on our Board include her years of experience in international finance and the (re)insurance industries including her previous experience as an executive for a major public company and her legal and governance background.

Costas Miranthis, President and Chief Executive Officer

				Current Directorships None Committees Risk & Finance		Former Directorships (previous 5 years) None
Age: Nationality: Director Since:		49 British February 2011		Mr. Miranthis joined PartnerRe in 2002 as Chief Actuary with responsibility for PartnerRe’s Actuarial and IT functions. Mr. Miranthis became a member of PartnerRe’s Executive Committee in 2007 when he was appointed Deputy Chief Executive Officer, PartnerRe Global. Mr. Miranthis was appointed as Chief Executive Officer, PartnerRe Global and Partner Reinsurance Europe Limited in July 2008. In May 2010, Mr. Miranthis was appointed as President and Chief Operating Officer of PartnerRe. Mr. Miranthis became PartnerRe’s Chief Executive Officer in January 2011. Prior to joining PartnerRe, Mr. Miranthis was with Tillinghast Towers Perrin in London, U.K. and was a member of Tillinghast Worldwide Non-Life Management Committee. Mr. Miranthis is a Fellow of the Institute of Actuaries and a Member of the American Academy of Actuaries. Mr. Miranthis’ qualifications to sit on our Board include his experience in the (re)insurance industries, serving in various executive roles at PartnerRe, and being the current President and Chief Executive Officer.

Rémy Sautter

				Current Directorships Métropole Télévision (M6) SA Pages Jaunes SA RTL Radio France Technicolor Multimedia PLC Committees Nominating & Governance Risk & Finance		Former Directorships (previous 5 years) Channel 5, UK (2010) Taylor Nelson Sofres plc (2008)
Age: Nationality: Director Since:		67 French November 2001		Mr. Sautter is Chairman of the supervisory board of RTL Radio France, non-executive chairman of the Board of Technicolor Multimedia PLC and Operating Partner of Duke Street Capital. Mr. Sautter was Chief Executive Officer of CLT-UFA (today RTL Group) from 1996 to 2000. Mr. Sautter’s qualifications to sit on our Board include his years of experience as an executive and board member in major European companies.

Egbert Willam

				Current Directorships CICSA Reaseguros S.A. Humanitas AG BDB Insurance S.A. Insurance Brokers Investments Ltd. Committees Audit Nominating & Governance		Former Directorships (previous 5 years) Rhein-Main Wohnungsbau Ltd. (2009)
Age: Nationality: Director Since:		64 German June 2012		Dr. Willam is the founder and Chairman of KEN Investments K.K., a private equity firm operating in Japan. Dr. Willam held a senior position in Munich Re and was a member of the executive board of Cologne Re where he led the transition of the group into General Cologne Re now known as Gen Re. Dr. Willam’s qualifications to sit on our board include his years in the (re)insurance industry as well as his broad international experience in the financial services industry.

Class I Directors with terms(terms expiring at the 20122015 Annual Meeting:General Meeting)

Jan H. Holsboer

				Current Directorships ING Group N.V. TD Bank N.V. YAFA S.p.A Yam Invest N.V. Stichting Imtech Committees Audit		Former Directorships (previous 5 years) Atradius N.V/Atradius Credit Insurance N.V. (2012) Stichting Vie d’Or (2012) Stichting Corporate Express (2012) Delta Lloyd Group N.V. (2011) Onderlinge’s Gravenhage/Neerlandia van 1880 (2008)
Age:		64 66		Compensation & Management Development
	Nationality:		Dutch
Director Since:		May 2000
	Committees:				Audit Committee, Vice Chairman Nominating & Governance Committee
	Biography:		Mr. Holsboer was the Chief Executive Officer of Netherlands Reinsurance Group N.V. until 1989 and was an executive board memberExecutive Director with ING GroupN.V. until his retirement in 1999 and a member of the executive board ofwith Univar N.V. from 2003 tountil 2007. Mr. Holsboer retired in 2008 as a supervisory director of the Royal Begemann Group and of Onderlinge’s Gravenhage/Neerlandia van 1880. He also served as President of the Geneva Association from 1993 to 1999 of which he is now an honorary President/member. Currently,member/President. Mr. Holsboer retired as Chairman of Vereniging Pro Senectute (elderly care) in 2012. Mr. Holsboer is a supervisory director of Atradius N.V., Delta Lloyd Group N.V., TD Waterhouse Bank N.V., and Yura International/YAM Invest N.V. He also serves as Chairman of the Board for Stichting Vie d’Or, Panorama Mesdag BV and Vereniging Pro Senectute and is a member of the board of Foundation Corporate Express and Foundation Imtech. Other than PartnerRe, Mr. Holsboer is not a director of any other U.S. listed companies. (museum).
				Mr. Holsboer’s qualifications to sit on our boardBoard include his years of experience in the international financial and reinsurance(re)insurance industries.

Roberto MendozaLucio Stanca

				Current Directorships Aspen Institute Italia Committees Audit Nominating & Governance		Former Directorships (previous 5 years) None
Age:		65
	Nationality:		American
	Director Since:		October 2009
	Committees:		Nominating & Governance Committee Risk & Finance Committee
	Biography:(formerly served from May 1998 to January 2005)		71 Italian September 2006		Mr. Stanca was Executive Chairman of IBM Europe, Middle East and Africa until his retirement in 2001. Mr. Stanca was President and Chief Executive Officer of Expo 2015 Spa from 2009 to 2010. Mr. Stanca was a director of Bocconi University in Milan from 1994 to 2006. Mr. Stanca is a former Minister of Innovation and Technology for the Italian Government and was an elected Senator of the Italian Government. He was a Deputy of the Italian Parliament from 2008 to March 2013.   Mr. Mendoza was Vice Chairman of the Board of J.P. Morgan from 1990 to 2000 and a Managing Director of Goldman Sachs & Co. from September 2000 to January 2001. He is the former Chairman of XL Capital Ltd., Egg plc, and Trinsum Group, Inc. which had an involuntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code filed against it in July 2008; subsequently it filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009. Mr. Mendoza was a non-executive director for ACE Ltd., Banesto S.A., the BOC Group plc, Continental Airlines, Inc., Mid Ocean Limited, Prudential plc, Reuters plc, the Travelers Group, Vitro S.A. and PARIS RE Holdings Ltd. Currently, Mr. Mendoza is a non-executive director for Manpower Inc. and Western Union, Inc. Mr. Mendoza was also a partner in Deming Mendoza & Co. until April 2010. In 2010 Mr. Mendoza became a Senior Managing Director of Atlas Advisors. Mr. Mendoza’sStanca’s qualifications to sit on our boardBoard include his years of experience in the reinsurance/insurance industry, as well as his previous experience as a director on the boards of a variety of public companies including reinsurance companies.international business.

Kevin M. TwomeyDIRECTORS NOT STANDING FOR ELECTION AT THE 2013 ANNUAL GENERAL MEETING

Class III Directors (terms expiring at the 2014 Annual General Meeting)

Judith Hanratty, CVO, OBE

				Current Directorships England Golf Union Limited Committees Audit Nominating & Governance		Age:Former Directorships (previous 5 years)		64
					Nationality:		American
	Director Since:		May 2003
	Committees:		Audit Committee, Chairman Compensation and Management Development Committee, Vice ChairmanCharles Taylor Consulting plc (2012) Gas & Electricity Markets Authority (2010)
Age: Nationality:   Biography:Director Since:		69 Mr. TwomeyBritish/New Zealander January 2005		Ms. Hanratty is Chairman of the Commonwealth Education Trust and retired from serving as Chairman of the Commonwealth Institute (Australia) Limited which was President and Chief Operating Officer of The St. Joe Companydissolved in 2012. Ms. Hanratty was an Executive for British Petroleum plc until hisher retirement in 2006. Currently, Mr. Twomey is a Director of Acxiom Corporation (NASDAQ: ACXM),2004 and Prime Property Fund LLC. He is on the Board of Trustees of the University of North Florida and the University of North Florida Funding Corporation and was on the Board of Trustees of United Way Northeast Florida until June 2010. Mr. Twomey was a director of Intergraph Corporation from 2004Partnerships UK plc until 2006,2005 and British Standards Group until 2006. She was also a directormember of Novelis Inc. from 2006the Council of Lloyds of London until 20072007. Ms. Hanratty is a Commander of the Royal Victorian Order and a directorwas awarded the Order of Doral Financial Corporation from 2007 until 2009. Mr. Twomey’sthe British Empire. Ms. Hanratty’s qualifications to sit on our boardBoard include hisher years of executiveexperience in international finance and the (re)insurance industries including her previous experience as an executive for a President, Chief Financial Officermajor public company and Chief Operating Officer of a public company. Mr. Twomey’s experience also qualifies him as a “financial expert”.her legal and governance background.

David ZwienerCostas Miranthis, President and Chief Executive Officer

				Current Directorships None Committees Risk & Finance		Age:Former Directorships (previous 5 years)		56
					Nationality:		American
	Director Since:		July 2009
	Committees:		Compensation and Management Development Committee Audit CommitteeNone
Age: Biography:Nationality: Director Since:		49 British February 2011		Mr. Zwiener was PresidentMiranthis joined PartnerRe in 2002 as Chief Actuary with responsibility for PartnerRe’s Actuarial and Chief Operating Officer of the property and casualty operations at Hartford Financial Services Group Inc from 1997 to 2007. In that role he oversaw one of the ten largest property and casualty insurance companies in the U.S. He also served asIT functions. Mr. Miranthis became a member of Hartford’s Board of Directors. Most recently Mr. Zwiener was Chief Financial Officer at Wachovia Corporation where he played a critical rolePartnerRe’s Executive Committee in managing the bank’s capital, financial reporting and investor relations. Prior to that position2007 when he was Managing Directorappointed Deputy Chief Executive Officer, PartnerRe Global. Mr. Miranthis was appointed as Chief Executive Officer, PartnerRe Global and Co-Head of the financial institutions group of the global private equity firm the Carlyle Group.Partner Reinsurance Europe Limited in July 2008. In May 2010, Mr. Zwiener became a director of CNO Financial Group. Currently, Mr. Zwiener is a Principal in Dowling Capital Partners. Mr. Zwiener’s qualifications to sit on our board include his experienceMiranthis was appointed as President and Chief Operating Officer of PartnerRe. Mr. Miranthis became PartnerRe’s Chief Executive Officer in January 2011. Prior to joining PartnerRe, Mr. Miranthis was with Tillinghast Towers Perrin in London, U.K. and was a leading member of Tillinghast Worldwide Non-Life Management Committee. Mr. Miranthis is a Fellow of the Institute of Actuaries and a Member of the American Academy of Actuaries. Mr. Miranthis’ qualifications to sit on our Board include his experience in the (re)insurance group as well as knowledge gained asindustries, serving in various executive roles at PartnerRe, and being the current President and Chief Financial Officer of a major financial institution. Mr. Zwiener’s experience also qualifies him as a “financial expert”.Executive Officer.

Continuing Class II Directors with terms expiring at the 2013 Annual Meeting

Jean-Paul L. Montupet Chairman of the BoardRémy Sautter

		Age:		63
			Nationality:		American
				Director Since:		February 2002
	Committees:		Current Directorships Métropole Télévision (M6) SA Pages Jaunes SA RTL Radio France Technicolor Multimedia PLC Committees Nominating & Governance Committee, Chairman Risk & Finance Committee		Former Directorships (previous 5 years) Channel 5, UK (2010) Taylor Nelson Sofres plc (2008)
Age: Biography:Nationality: Director Since:		67 French November 2001		Mr. Montupet has been anSautter is Chairman of the supervisory board of RTL Radio France, non-executive chairman of the Board of Technicolor Multimedia PLC and Operating Partner of Duke Street Capital. Mr. Sautter was Chief Executive Vice PresidentOfficer of Emerson since 1990, and is also an advisory Director of Emerson Electric Co. and President of Emerson Europe. In addition, CLT-UFA (today RTL Group) from 1996 to 2000. Mr. Montupet is a Director of Lexmark International, Inc. Mr. Montupet’sSautter’s qualifications to sit on our Board include his years of experience as an executive officer and presidentboard member in a global business.major European companies.

Vito H. BaumgartnerEgbert Willam

				Current Directorships CICSA Reaseguros S.A. Humanitas AG BDB Insurance S.A. Insurance Brokers Investments Ltd. Committees Audit Nominating & Governance		Age:Former Directorships (previous 5 years)		70 Rhein-Main Wohnungsbau Ltd. (2009)
Age: Nationality: Director Since:		64 German June 2012		Dr. Willam is the founder and Chairman of KEN Investments K.K., a private equity firm operating in Japan. Dr. Willam held a senior position in Munich Re and was a member of the executive board of Cologne Re where he led the transition of the group into General Cologne Re now known as Gen Re. Dr. Willam’s qualifications to sit on our board include his years in the (re)insurance industry as well as his broad international experience in the financial services industry.

Class I Directors (terms expiring at the 2015 Annual General Meeting)

Jan H. Holsboer

				Current Directorships ING Group N.V. TD Bank N.V. YAFA S.p.A Yam Invest N.V. Stichting Imtech Committees Audit		Former Directorships (previous 5 years) Atradius N.V/Atradius Credit Insurance N.V. (2012) Stichting Vie d’Or (2012) Stichting Corporate Express (2012) Delta Lloyd Group N.V. (2011) Onderlinge’s Gravenhage/Neerlandia van 1880 (2008)
Age:		66		Compensation & Management Development
Nationality:		SwissDutch
	Director Since:		November 2003
	Committees:May 2000		CompensationMr. Holsboer was the Chief Executive Officer of Netherlands Reinsurance Group N.V. until 1989 and Management Development Committee,was an Executive Director with ING N.V. until 1999 and with Univar N.V. until 2007. He also served as President of the Geneva Association from 1993 to 1999 of which he is now an honorary member/President. Mr. Holsboer retired as Chairman of Vereniging Pro Senectute (elderly care) in 2012. Mr. Holsboer is Chairman of Panorama Mesdag (museum). Audit Committee
	Biography:			Mr. Baumgartner was a Group President and Executive Officer of Caterpillar Inc. until his retirement in 2004. Currently, Mr. Baumgartner is a director of Northern Trust Global Services Ltd. (UK). He served as a director of Scania AB until 2007 and in April 2009 he resigned as a director of AB SKF Inc., a position he held since 1998. Mr. Baumgartner’sHolsboer’s qualifications to sit on our Board include his years of experience as an executive officer in the international business.financial and (re)insurance industries.

John A. Rollwagen

Lucio Stanca

				Current Directorships Aspen Institute Italia Committees Audit Nominating & Governance		Former Directorships (previous 5 years) None
Age:		69
	Nationality:		Italian
	Director Since:		September 2006 (formerly served from May 1998 -to January 2005)
	Committees:		Nominating & Governance Committee Risk & Finance Committee
	Biography:		71 Italian September 2006		Mr. Stanca was Executive Chairman of IBM EMEA (Europe,Europe, Middle East and Africa)Africa until his retirement in 2001. HeMr. Stanca was President and Chief Executive Officer of Expo 2015 Spa from 2009 to 2010. Mr. Stanca was a director of Bocconi University in Milan from 1994 to 2006. Mr. Stanca is thea former Minister of Innovation and Technology for the Italian Government and was an elected asSenator of the Italian Government. He was a Senator in Italy in April 2006 and Deputy of the Italian Parliament in April 2008. Mr. Stanca was President and Chief Executive Officer of Expo 2015 Spa until June, 2010. Mr. Stanca is Vice Chairman of the Aspen Institute Italia. Mr. Stanca served as a director of Sorin S.p.A. until 2007. from 2008 to March 2013. Mr. Stanca’s qualifications to sit on our Board include his years of experience as an executive in a major globalinternational business.

Nominees for election as the DIRECTORS NOT STANDING FOR ELECTION AT THE 2013 ANNUAL GENERAL MEETING

Class III Directors with terms(terms expiring at the 2014 Annual General Meeting:Meeting)

Judith Hanratty, CVO, OBE

		Age:		67
			Nationality:		British / New Zealander
				Director Since:		January 2005
	Committees:		Current Directorships England Golf Union Limited Committees Audit Committee Nominating & Governance Committee		Former Directorships (previous 5 years) Charles Taylor Consulting plc (2012) Gas & Electricity Markets Authority (2010)
Age: Nationality:   Biography:Director Since:		69 British/New Zealander January 2005		Ms. Hanratty is Chairman of the Commonwealth Education Trust and retired from serving as Chairman of the Commonwealth Institute (Australia) Limited which was dissolved in 2012. Ms. Hanratty was an Executive for British Petroleum plc until she retiredher retirement in 2003. Currently, Ms. Hanratty is2004 and was a non-executive director of Charles Taylor ConsultingPartnerships UK plc until 2005 and she retired in 2010 following the completion of her final term from the U.K. Gas and Electricity Markets Authority. Ms. Hanratty isBritish Standards Group until 2006. She was also Chairman of the Commonwealth Education Trust, the Lloyds Market Supervision Committee and the Commonwealth Institute (Australia) Limited and a member of the Editorial Board of the Cambridge University Press Legal Practice Section. She is a member of the Council of Lloyd’sLloyds of London and also an Honorary Fellow and former trustee of Lucy Cavendish College, Cambridge University, anduntil 2007. Ms. Hanratty is a fellowCommander of the Royal Society for the Encouragement of Arts, ManufactureVictorian Order and Commerce. Ms. Hanratty was awarded the Order of the British Empire in 2002 and was made a Commander of the Royal Victorian Order in 2007. Empire. Ms. Hanratty’s qualifications to sit on our Board include her years of experience in international finance and the (re)insurance industries including her previous experience as an executive in thefor a major public company arena and her legal and governance background.

Costas Miranthis, - President and Chief Executive Officer

				Current Directorships None Committees Risk & Finance		Age:Former Directorships (previous 5 years)		47 None
Age: Nationality:		British
	Director Since:		February 2011
	Committees:		Risk & Finance Committee
	Biography:		49 British February 2011		Mr. Miranthis joined PartnerRe in 2002 as Chief Actuary with responsibility for PartnerRe’s Actuarial and IT functions. Mr. Miranthis became a member of PartnerRe’s Executive Committee in 2007 when he was appointed Deputy Chief Executive Officer, PartnerRe Global. Mr. Miranthis was appointed as Chief Executive Officer, PartnerRe Global and Partner Reinsurance Europe Limited in July 2008. In May 2010, Mr. Miranthis was appointed as President and Chief Operating Officer of PartnerRe. Mr. Miranthis became PartnerRe’s Chief Executive Officer in January 2011. Prior to joining PartnerRe, Mr. Miranthis was with Tillinghast Towers Perrin in London, U.K., from 1986 to 2002. His responsibilities included managing the European Non-Life Practice and the Mergers and Acquisitions European Practice. He was also a member of Tillinghast Worldwide Non-Life Management Committee. HeMr. Miranthis is a Fellow of the Institute of Actuaries and a Member of the American Academy of Actuaries. Mr. Miranthis’ qualifications to sit on our Board include his experience in the insurance/reinsurance industry as well as(re)insurance industries, serving in various executive roles at PartnerRe, and being ourthe current President and Chief Executive Officer.

Rémy Sautter

		Age:		65
			Nationality:		French
				Director Since:		November 2001
	Committees:		Current Directorships Métropole Télévision (M6) SA Pages Jaunes SA RTL Radio France Technicolor Multimedia PLC Committees Nominating & Governance Committee Risk & Finance Committee		Former Directorships (previous 5 years) Channel 5, UK (2010) Taylor Nelson Sofres plc (2008)
Age: Biography:Nationality: Director Since:		67 French November 2001		Mr. Sautter is Chairman of the supervisory board of RTL Radio France, non-executive chairman of the Board of Technicolor Multimedia PLC and Operating Partner of Duke Street Capital. Mr. Sautter was Chief Executive Officer of CLTCLT-UFA (today RTL Group), the leading free to air European broadcaster, from 1996 to 2000. Mr. Sautter is currently Chairman of the Board for RTL Radio, France. Mr. Sautter was also a director of Channel 5, UK until his resignation in September 2010. He is also a director of Metropole Television (M6) SA, Pages Jaunes (Paris), and Technicolour Multimedia plc (previously Thomson Multimédia plc.) and operating partner of Duke Street Capital (London). Mr. Sautter was also a director of Taylor Nelson Sofres plc. (London) until March, 2009. Mr. Sautter’s qualifications to sit on our Board include his expertise as an executive and Board member in a major European company.

Jürgen Zech

OUR EXECUTIVE OFFICERSEgbert Willam

This section details the age, position, and business experience for each of our executive officers as of March 22, 2011. Mr. Miranthis is described in further detail under the heading “Our Directors” on page 11.

				NameCurrent Directorships CICSA Reaseguros S.A. Humanitas AG BDB Insurance S.A. Insurance Brokers Investments Ltd. Committees Audit Nominating & Governance		Former Directorships (previous 5 years) Rhein-Main Wohnungsbau Ltd. (2009)
Age: Nationality: Director Since:		64 German June 2012		Dr. Willam is the founder and Chairman of KEN Investments K.K., a private equity firm operating in Japan. Dr. Willam held a senior position in Munich Re and was a member of the executive board of Cologne Re where he led the transition of the group into General Cologne Re now known as Gen Re. Dr. Willam’s qualifications to sit on our board include his years in the (re)insurance industry as well as his broad international experience in the financial services industry.

Class I Directors (terms expiring at the 2015 Annual General Meeting)

Jan H. Holsboer

				Current Directorships ING Group N.V. TD Bank N.V. YAFA S.p.A Yam Invest N.V. Stichting Imtech Committees Audit		Former Directorships (previous 5 years) Atradius N.V/Atradius Credit Insurance N.V. (2012) Stichting Vie d’Or (2012) Stichting Corporate Express (2012) Delta Lloyd Group N.V. (2011) Onderlinge’s Gravenhage/Neerlandia van 1880 (2008)
Age:		66		Compensation & Management Development
Nationality:		Dutch
AgeDirector Since:		May 2000		Mr. Holsboer was the Chief Executive Officer of Netherlands Reinsurance Group N.V. until 1989 and was an Executive Director with ING N.V. until 1999 and with Univar N.V. until 2007. He also served as President of the Geneva Association from 1993 to 1999 of which he is now an honorary member/President. Mr. Holsboer retired as Chairman of Vereniging Pro Senectute (elderly care) in 2012. Mr. Holsboer is Chairman of Panorama Mesdag (museum).
				Mr. Holsboer’s qualifications to sit on our Board include his years of experience in the international financial and (re)insurance industries.

Roberto Mendoza

				Current Directorships Western Union, Inc. Manpower Group Atlas Advisors LLC Rocco Forte & Family Limited Committees Compensation & Management Development Risk & Finance		Former Directorships (previous 5 years) PARIS RE Holdings Limited (2009) Trinsum Group Inc1 (2008)
Age: Nationality: Director Since:		67 American October 2009		Mr. Mendoza is a Senior Managing Director of Atlas Advisors LLC. Mr. Mendoza was Vice Chairman of the Board of J.P. Morgan & Co from 1990 to 2000 and Managing Director of Goldman Sachs Services Ltd from 2000 to 2001. Mr. Mendoza was Chairman of XL Capital Ltd. until 1993 and a Non-Executive Director of ACE Ltd. from 1999 to 2003. He was also Chairman and a Non-Executive Director of Egg plc until 2006, Non-Executive Director of Prudential plc and Chairman of Integrated Finance Ltd. until 2007. Mr. Mendoza was also a partner in Deming Mendoza & Co. from 2009 to 2010. Mr. Mendoza’s qualifications to sit on our Board include his years of experience in the international financial and (re)insurance industries as well as his previous experience as a director on the boards of U.S. listed companies including (re)insurance companies.
				1   Trinsum Group Inc had an involuntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code filed against it in July 2008; subsequently it filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009.

Kevin M. Twomey

				Current Directorships Acxiom Corporation Prime Property Fund LLC The Club at Las Campanas Committees Risk & Finance–Chairman Nominating & Governance		Former Directorships (previous 5 years) Doral Financial Corporation (2009)
						Position
Costas MiranthisAge: Nationality: Director Since:			47			President and Chief Executive Officer(1)
William Babcock66 American May 2003					44			Executive Vice President and Chief Financial Officer(2)
Emmanuel Clarke			41			Chief Executive Officer, PartnerRe Global(3)
Marvin Pestcoe			50			Chief Executive Officer, Capital Markets Group(4)
Theodore C. Walker			50			Chief Executive Officer, PartnerRe North America(5)

David Zwiener

				Current Directorships None Committees Audit–Chairman		Former Directorships (previous 5 years) CNO Financial Group (2011)
				Compensation & Management Development
Age: Nationality: Director Since:		58 American July 2009		Mr. Zwiener is a Principal in Dowling Capital Partners. Mr. Zwiener was President and Chief Operating Officer of the property and casualty operations at Hartford Financial Services Group Inc. from 1997 to 2007, Managing Director and Co-Head of the financial institutions group of the Carlyle Group from 2007 to 2008 and Chief Financial Officer of Wachovia Corporation in 2009.
				Mr. Zwiener’s qualifications to sit on our Board include his years of experience in the international financial and (re)insurance industries including a leading insurance group. Mr. Zwiener’s experience qualifies him as an “audit committee financial expert”.

RETIRING DIRECTORS

Messrs. Baumgartner and Rollwagen, whose biographies are detailed below, are Class II directors. As they will both reach the mandatory retirement age of 73 (for further details please refer to “Mandatory Retirement Age” in the Corporate Governance section on page 24) they will retire as members of the Board when their terms expire at the conclusion of the 2013 Annual General Meeting.

Vito H. Baumgartner

				Current Directorships None		Former Directorships (previous 5 years) Northern Trust Global Services Ltd. On January 1, 2011, (UK) (2012) AB SKF Inc. (2009)
				Committees Compensation & Management Development–Chairman Risk & Finance
Age: Nationality: Director Since:		72 Swiss November 2003		Mr. Miranthis succeeded Baumgartner was a Group President and Executive Officer of Caterpillar Inc. from 2000 to 2004.

John A. Rollwagen

				Current Directorships Algos Corp		Former Directorships (previous 5 years) SiCortex Inc. (2009) Cassatt Corp (2009)
				Committees Compensation & Management Development Risk & Finance
Age: Nationality: Director Since:		72 American May 2001		Mr. Thiele asRollwagen was Chairman and Chief Executive Officer.Officer of Cray Research, Inc. until his retirement in 1993 and a principal of Quatris Fund from 2000 to 2005. Mr. Rollwagen was Chairman of PartnerRe’s Board for eight years.

DIRECTOR COMPENSATION

The directors’ compensation guidelines align the interests of directors and shareholders by promoting share ownership while maintaining competitive compensation levels. Compensation for PartnerRe directors reflects both the significant amount of time and the specialized skills required for the directors to fulfill their duties.

The total compensation package for director service consists of cash, share options and restricted share units (“RSUs”).

The following table outlines how director compensation was allocated among these three components in 2012:

With the exception of the spousal program (described below under “Executive Director’s Fees and Directors’ Expenses”), no perquisites are provided to the directors.

Equity Components (Share Options and RSUs)

Prior to May 16, 2012, share option awards were immediately vested options to purchase PartnerRe common shares. Effective May 16, 2012, share option awards have a three-year ratable vesting schedule. Share option awards are granted each year on June 15 or the nearest business day thereafter. The number of share options granted is determined by dividing the applicable annual U.S. dollar amount by the fair value per share option determined by the Black-Scholes valuation model as of the grant date.

RSUs are awarded on an annual basis and have a five-year cliff vest with no delivery restrictions. RSUs are granted each year on June 15 or the nearest business day thereafter. All unvested RSUs will be forfeited upon the director’s termination of service, except if the termination is due to a change in control of PartnerRe, death, permanent disability, mandatory retirement from the Board, voluntary termination due to the acceptance of a public service position that would either preclude continued Board service or make such continued service impractical or failure to be re-elected by shareholders to the Board (each regarded as a “permissible reason for departure”). In the event of a permissible reason for departure, RSUs will fully vest upon termination. Dividend equivalents relating to RSU awards are paid each year in one lump sum on June 15 or the nearest business day thereafter. Prior to grant, directors can elect to receive the settlement of their RSUs, at the time of vesting, 100% in shares or 60% in shares and 40% in cash.

All equity awards for the directors are granted under the Amended and Restated Non-Employee Directors Share Plan, effective May 16, 2012. Currently, this plan provides for the issuance of up to 1,200,000 PartnerRe common shares, and prescribes a maximum annual limit for awards pursuant to the plan. Any amendment or termination for which shareholder approval is required will not be effective until such approval has been obtained. Unless terminated earlier, the plan will expire on May 16, 2022.

Elective Equity Incentive

To further align director and shareholder interests, the compensation guidelines allow directors to elect each year to defer 50% or 100% of their cash compensation. To encourage increased share ownership, deferred cash compensation is paid out in RSUs with a PartnerRe match of 25% on the value of the deferred cash compensation. The PartnerRe match is in RSU awards, which have the same terms and conditions as the other RSU grants.

Board Ownership Guidelines

Each director is required to own a minimum number of PartnerRe common shares with an aggregate value equal to four times the director’s annual cash compensation entitlement. For these purposes, RSUs and shares held outright are included in each director’s holdings. Other than Egbert Willam who was appointed in 2012, all of the directors meet the ownership guidelines. Directors who do not meet the ownership guidelines are required to receive at least 50% of their cash compensation in the form of RSUs until the ownership guidelines are met. As with the elective equity incentive, mandatory deferrals receive a PartnerRe match of 25%. The PartnerRe match is paid out in RSU awards, which have the same terms and conditions as the other RSU grants.

Executive Director’s Fees and Directors’ Expenses

Mr. Miranthis is not paid any fees or additional compensation for services as a director or as a member of the Risk & Finance Committee. All directors, including Mr. Miranthis, are reimbursed for travel and other related expenses personally incurred while attending Board or committee meetings. All directors, including Mr. Miranthis, are reimbursed for attending education sessions that will help them fulfill their obligations as directors or committee members. Every other year, the partners/spouses of the directors and executive officers are invited to participate in an optional spousal program at the time of a Board meeting. Such a program took place in 2012 during the August Board meeting in Rome. The total cost of the program was $27,315 (see the “All Other Compensation” table on page 16 for details on the non executive directors related costs). Other than the spousal program, we do not provide perquisites to our directors in lieu of compensation or otherwise.

Director Compensation Table

The table below summarizes the compensation paid to non-executive directors for the fiscal year ended December 31, 2012.

In accordance with the SEC proxy disclosure rules, Stock Awards (1) and Option Awards (2) in the above table reflect the amount of RSUs and share options granted during the fiscal year by using the aggregate grant date fair value of awards, determined in accordance with U.S. GAAP. For details of the assumptions and methodologies used to value the stock and option awards, please see Note 15 “Share-Based Compensation” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2012.

(1)	The grant date fair market value for RSU awards granted in 2012 was $71.12 which was the closing price of PartnerRe common shares on June 15, 2012. The directors received the following awards:

Retired Executives

Patrick A. Thiele was appointed as President and Chief Executive Officer of PartnerRe in December 2000 and retired from PartnerRe on December 31, 2010.

Albert A. Benchimol joined PartnerRe as Executive Vice President and Chief Financial Officer in April 2000 and was appointed as Chief Executive Officer of the Capital Markets Group in June 2007. Mr. Benchimol retired from PartnerRe on December 31, 2010. Mr. Benchimol was employed by Reliance Group Holdings, Inc. from 1989 to 2000. In June 2001, Reliance Group Holdings, Inc. filed for protection under Chapter 11 of the U.S. Bankruptcy Code.

Bruno Meyenhofer joined PartnerRe in 1998. In 2002, he was appointed as the Chief Executive Officer, PartnerRe Global. Effective July 1, 2008, Mr. Meyenhofer was appointed as Chairman of PartnerRe Global. Mr. Meyenhofer retired on March 31, 2010.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,

MANAGEMENT AND DIRECTORS

Directors and Officers

The following table sets forth information, as of the Record Date March 22, 2011 with respect to the beneficial ownership of all directors and executive officers. As defined by the SEC, an individual is deemed to be the “beneficial owner” of any common shares that the person could acquire through the exercise of any currently exercisable options. As of the Record Date, the common shares owned by all directors and executive officers as a group constitute approximately 1.23% of the issued and outstanding common shares, net of treasury shares.

(8)

Mr. Walker held 6,341 common shares and 62,687Rollwagen did not defer any cash compensation for 2012. At December 31, 2012, 38,716 exercisable options, 10,127 unvested options, 4,527 vested but undelivered RSUs and share-settled share appreciation rights.3,888 unvested RSUs were held in his family’s irrevocable trust account.

(9)

Mr. MontupetSautter did not defer any cash compensation for 2012. At December 31, 2012, he held 7,050 common shares34,392 exercisable options, 10,127 unvested options, 1,551 vested but undelivered RSUs and 43,480 exercisable options. In addition, Mr. Montupet has been granted 3,116 restricted share units, which vested immediately with a delivery date restriction of five years from date of grant.3,843 unvested RSUs.

(10)

Mr. BaumgartnerStanca elected to defer 50% of his cash compensation for 2012. At December 31, 2012, he held 6,184 common shares30,141 exercisable options, 10,127 unvested options, 1,551 vested but undelivered RSUs and 55,736 exercisable options. Mr. Baumgartner has been granted 5,544 restricted share units, which vested immediately with a delivery date restriction of five years from date of grant.5,513 unvested RSUs.

(11)

Ms. HanrattyMr. Twomey did not defer any cash compensation for 2012. At December 31, 2012, he held 2,292 common shares48,438 exercisable options, 10,127 unvested options, 1,117 vested but undelivered RSUs and 36,755 exercisable options. In addition, Ms. Hanratty has been granted 4,329 restricted share units, which vested immediately with a delivery date restriction of five years from date of grant.3,843 unvested RSUs.

(12)

Mr. HolsboerDr. Willam elected to defer 50% of his cash compensation for 2012. At December 31, 2012, he held 11,229 common shares5,908 unvested options and 73,611 exercisable options. In addition, Mr. Holsboer has been granted 5,544 restricted share units, which vested immediately with a delivery date restriction of five years from date of grant.1,077 unvested RSUs.

(13)	Mr. MendozaDr. Zech did not defer any cash compensation for 2012. At December 31, 2012, he held 2,194 common shares and 5,71964,263 exercisable options.

(14)

Mr. RollwagenZwiener did not defer any cash compensation for 2012. At December 31, 2012, he held 19,417 common shares18,938 exercisable options, 10,127 unvested options and 41,413 exercisable options. In addition, Mr. Rollwagen has been granted 12,636 restricted share units, which vested immediately with a delivery date restriction of five years from date of grant.

(15)	Mr. Sautter held 6,820 common shares and 26,124 exercisable options. In addition, Mr. Sautter has been granted 4,329 restricted share units, which vested immediately with a delivery date restriction of five years from date of grant.

(16)	Mr. Stanca held 4,255 common shares and 19,373 exercisable options. In addition, Mr. Stanca has been granted 3,545 restricted share units, which vested immediately with a delivery date restriction of five years from date of grant.

(17)	Mr. Twomey held 7,032 common shares and 37,670 exercisable options. In addition, Mr. Twomey has been granted 4,674 restricted share units, which vested immediately with a delivery date restriction of five years from date of grant.

(18)	Dr. Zech held 10,094 common shares and 53,495 exercisable options. In addition, Dr. Zech has been granted 5,544 restricted share units, which vested immediately with a delivery date restriction of five years from date of grant.

(19)	Mr. Zwiener held 3,587 common shares and 8,170 exercisable options.

3,843 unvested RSUs.

*  All Other Beneficial Owners

The following table provides information regarding each person (including each corporate group) that owned, of record or beneficially, more than 5% of our outstanding common shares as of December 31, 2010. The information contained inCompensation includes the table is based solely on reports on Schedules 13G and 13D filed with the SEC; we have not independently verified the data. As defined by the SEC, a person is deemed to “beneficially own” shares if such person directly or indirectly (i) has or shares the power to vote or dispose of such shares, regardless of whether such person has any pecuniary interest in the shares, or (ii) has the right to acquire the power to vote or dispose of such shares within 60 days, including through the exercise of any option, warrant, or right. The shares detailed in the table are not necessarily owned by the entity named but may be owned by accounts over which it exercises discretionary investment authority.following:

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons that beneficially own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of changes in beneficial ownership with the SEC. We assist directors and executive officers by monitoring transactions and completing and filing Section 16 reports on their behalf.

Based solely on a review of the reports filed by individuals subject to Section 16(a) during 2010, no director or executive officer failed to file his or her required reports on a timely basis.

CORPORATE GOVERNANCE

Board ClassificationCorporate Governance Framework

As described on pages 7-12 underThe Board considers that good corporate governance is critical to achieving business success and aligning the heading “Our Directors,”interests of management and shareholders. PartnerRe believes that it has established a comprehensive corporate governance framework, key components of which are set forth in the following documents:

Code of Business Conduct and Ethics

The termBoard has adopted the Code of Business Conduct and Ethics, which applies to all directors, officers and employees. Any specific waiver of its provisions requires the approval of the directorsBoard or a Committee of the Board, and any such waiver must be disclosed to shareholders promptly. There were no waivers of the Code of Business Conduct and Ethics in Class III2012. Any reported violation to the Code of Business Conduct and Ethics will expire at the upcoming Annual General Meeting. Class III is comprised of Judith Hanratty, Costas Miranthis, Rémy Sautterbe investigated and Jürgen Zech. If elected at the Annual General Meeting, the new term for Class III directors will expire at the 2014 Annual General Meeting. may result in disciplinary action, as appropriate.

Directors Independence and Certain Relationships and Related Transactions

Directors Independence Determination

Pursuant to our Corporate Governance Principles and Application Guidelines, unless the Board provides a waiver,majority of our directors must be independent. The Nominating & Governance Committee has determined that all directors are requiredindependent with the exception of Mr. Miranthis who is an executive of PartnerRe. In making its determination, the Nominating & Governance Committee considered the New York Stock Exchange listing standards for independence and reviewed a comprehensive list of board memberships and charitable associations for each director. The Nominating & Governance Committee also considered certain other arrangements described in Note 19 “Agreements with Related Parties” of the Notes to resignConsolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2012, which addresses business relationships with other companies in which a director of PartnerRe is a board member and determined that no director other than Mr. Miranthis, as an executive of PartnerRe, had a direct or indirect material relationship with PartnerRe. In addition, there are no interlocking directorships and none of our independent directors, nor any of their immediate family members received any consulting, advisory, legal, or other non-director fees from PartnerRe. If any such relationship were to arise, all relevant material fees would be disclosed and the Nominating & Governance Committee would make a new determination as to independence.

In the normal course of our operations, PartnerRe may purchase or hold securities of companies for which some of our directors also serve as members of the board or non-executive directors. All transactions entered into as part of the investment portfolio are completed on market terms.

Certain Relationships and Related Transactions

The Board has adopted a written Related Person Transaction Policy to codify the practice of identifying, approving and reporting related-person transactions. The Nominating & Governance Committee is responsible for applying and enforcing this policy. Annually, each of our directors and executive officers completes a questionnaire identifying his or her board relationships outside of PartnerRe. The results of the questionnaire are

used to compile a list of parties which is subsequently distributed to all relevant business unit heads and support staff personnel. PartnerRe then identifies and quantifies any transaction that may have been consummated with any party on the list. In addition, the questionnaire solicits information about whether the director or executive officer or any member of his or her immediate family has a direct or indirect material interest in any transaction involving PartnerRe. The Nominating & Governance Committee determines whether the transaction should be stopped or reported in the proxy statement (or both), or whether the transaction may continue without disclosure in the proxy statement because it falls within permitted exceptions (such as transactions in the ordinary course of business not exceeding $120,000, transactions in which the director’s or executive officer’s or any member of his or her immediate family’s interest derives solely from his or her (i) service as a director of or (ii) ownership of less than 10% of the equity interest in another corporation or organization that is a party to the transaction, director or executive officer compensation arrangement already approved by the Compensation Committee).

For 2012, the Nominating & Governance Committee determined that there were no transactions involving our directors, executive officers or any of their immediate family members as well as the entities named in the “Other Beneficial Owners” section in the table on page 25 that needed to be reported in this Proxy Statement.

Board Leadership Structure

Since its inception in 1993 PartnerRe has always separated the role of the Chief Executive Officer from that of the Chairman of the Board. The role of Chairman is filled by an independent, non-executive director and as a result, we have not appointed a lead director. The separation of these two roles is an important component of our corporate governance structure. The Chairman provides leadership to the Board, presides at the Board meetings which are scheduled at least four times a year and calls additional meetings of the directors as he deems appropriate. The Chairman advises the Nominating & Governance Committee on the selection of committee chairmen, leads the performance evaluation of the Chief Executive Officer, advises on and determines, with the input from the Chief Executive Officer and the Board, the agenda for Board meetings. With input from the Chief Executive Officer, the Chairman determines the nature and extent of information that should be provided to the Board in Mayadvance of Board meetings, acts as a liaison between shareholders and the Board where appropriate and performs such other functions as the Board may direct. The Chairman also presides at all executive sessions of the year that he or she turns 73. Consequently, unlessBoard which are held each time a waiver is granted by thephysical Board Dr. Zech will serve until May 2012.meeting occurs.

Meetings and Committees of the Board

Working through its four standing committees, the Board exercises oversight over strategic decisions throughout the organization (for further details on our committees, see “Committees of the Board of Directors” on pages 21-25 and “Our Directors” on pages 7-12). The Board held fivefour meetings in 2010. Every2012. Each director attended at least 75% of the meetings held by the Board and by the committees on which he or she serves. Every directorPartnerRe does not have a policy with regard to directors’ attendance at annual general meetings of shareholders but directors are encouraged to attend. All of the directors attended the 20102012 Annual General Meeting.

The Board has established four standing committees: the Audit Committee, the Compensation & Management Development Committee (the “Compensation Committee”), the Nominating & Governance Committee and the Risk & Finance Committee. Members of the Audit, Compensation and Nominating & Governance Committees are independent in accordance with the definition of the New York Stock Exchange rules. The committee memberships are as follows:

Director		Audit		Compensation & Management Development		Nominating & Governance		Risk & Finance
Jean-Paul L. Montupet						CHAIR		—
Vito H. Baumgartner				CHAIR				—
Judith Hanratty		—				—
Jan H. Holsboer		—		—
Roberto Mendoza				—				—
Costas Miranthis*								—
John A. Rollwagen				—				—
Rémy Sautter						—		—
Lucio Stanca		—				—
Kevin M. Twomey						—		CHAIR
Egbert Willam		—				—
David Zwiener		CHAIR		—
Number of Meetings		9		4		5		4

Each committee has a charter that, among other things, reflects current best practices in corporate governance. Below is a brief description of the role of each committee:

Audit Committee

Pursuant to its charter, the Audit Committee’s primary responsibilities are to assist Board oversight of:

The Audit Committee regularly meets with management, the Chief Audit Officer and our independent registered public accounting firm to review matters relating to the quality of financial reporting and internal accounting controls, including the nature, extent and results of their audits. In 2011, ouraddition, the Audit Committee discusses PartnerRe’s policies with respect to risk assessment and risk management processes.

Mr. Zwiener was appointed as Chairman of the Audit Committee effective May 16, 2012, in replacement of Mr. Twomey. Mr. Zwiener meets the definition of an “audit committee structurefinancial expert” as adopted by the SEC, and he has agreed to be designated as such. Mr. Zwiener does not serve on the audit committee of any other public company. Further information about Mr. Zwiener can be found on page 11.

The other members of the Audit Committee meet the financial literacy requirements of the New York Stock Exchange. They each have a broad range of experience in senior executive positions in their respective industries. The Board has determined that each member of the Audit Committee has appropriate accounting and financial management expertise. Further details relating to the experience of the Audit Committee members can be found in their respective biographies on pages 7-12

The following report was approved at a meeting of the Audit Committee on February 28, 2013.

Audit Committee Report

The Audit Committee has discussed with the independent registered public accounting firm, Deloitte & Touche Ltd. (“Deloitte”), the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards Vol.1.AU section 380) (Communication with Audit Committees) and Regulation S-X Rule 2-07.

The Audit Committee and Deloitte have discussed Deloitte’s independence and whether Deloitte can provide non-audit related services and maintain independence from management and PartnerRe. The Audit Committee has received from Deloitte the written disclosures and the letter required by PCAOB Rule 3526 (Communication with Audit Committees, Concerning Independence) including written materials addressing Deloitte’s internal quality control procedures.

During fiscal year 2012, the Audit Committee had nine meetings, including informational calls, to discuss (among other things) PartnerRe’s quarterly results. The meetings were conducted to encourage communication among the members of the Audit Committee, management, the internal auditors and Deloitte. The Audit Committee also discussed with Deloitte the overall scope and plans for Deloitte’s audits and the results of such audits. The Audit Committee met with representatives from Deloitte, both with and without management present.

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2012 with management and with Deloitte. Based on the above-mentioned reviews and discussions, the Audit Committee has recommended to clarify the rolesBoard that the audited financial statements be included in PartnerRe’s Annual Report on Form 10-K for the year ended December 31, 2012.

Audit Committee

David Zwiener, Chairman

Judith Hanratty

Jan H. Holsboer

Lucio Stanca

Egbert Willam

Compensation Committee

Pursuant to its charter, the Compensation Committee has been established mainly to discharge the Board’s responsibilities relating to the Company’s compensation and benefits policies for its Chief Executive Officer and all other executive officers and to oversee plans for management development and succession.

The Compensation Committee can delegate authority to its chairman or a sub-committee as it deems appropriate or as necessary to carry out responsibilities of the Compensation Committee.

Compensation of Executive Officers and Human Resources CommitteesDirectors: Roles and it was determined thatResponsibilities

The Compensation Committee is responsible for the review and final approval of the compensation elements for each executive officer including the Chief Executive Officer.

In so reviewing and approving executive officers’ compensation, the Compensation Committee:

For more information on the responsibilities and activities of the Compensation Committee, would assume certainincluding the Committee’s processes for determining Named Executive Officers’ compensation, see our “Compensation and Discussion Analysis” section on pages 29-41.

The Compensation Committee is not involved in the consideration and determination of the responsibilities of the Human Resourcesdirectors’ compensation.

Compensation Committee and the Human Resources Committee be disbanded. Consulting Services

The Compensation Committee has been renamedthe authority to hire, manage and terminate external compensation consulting services.

The Chairman of the Compensation Committee requests information, analysis and proposals from time to time from Frederic W. Cook & Management Development Committee.Co., Inc. As discussed below, examples of the services provided include reviewing executive retention plans, proposing alternative approaches in the design of long-term incentive plans, suggesting the composition of our competitive peer group and performing competitive pay analyses based on the peer group.

Separate to the consultants used by the Compensation Committee, management obtains consulting services from other compensation consultants on an as-needed basis throughout the year. Fees for these consulting services are set on a project-by-project basis. An annual retainer is not paid to any executive compensation consulting firm.

InsuranceCompensation Consultant

Frederic W. Cook & Co., Inc., an external consulting firm, provides information and guidance to the Compensation Committee as requested. Each year at the Compensation Committee’s November meeting, a report is presented suggesting which companies constitute an appropriate competitive peer group. Further details about the peer group can be found under “Competitive Peer Group and Pay Analysis,” on page 30. Based on the approved competitive peer group, the consultant prepares a competitive analysis of total compensation for our executive officers against compensation for comparable executives at each peer group company. This analysis is presented to the Compensation Committee at its February meeting. The primary underwriter forCompensation Committee makes a determination with respect to the compensation of the Chief Executive Officer based on peer group analysis. In 2012, Frederic W. Cook & Co., Inc. conducted an analysis of PartnerRe’s directorexecutive compensation programs and officer insurance is Hartford Fire Insurance Company.provided advice to the Compensation Committee as needed on items such as ISS corporate governance guidelines. The policy period runsCompensation Committee has direct access to all external advisors without management involvement.

Frederic W. Cook & Co., Inc. has not provided any services or received any payment from May 15, 2010 to May 14, 2011. The costPartnerRe in an amount in excess of this coverage$120,000 during the year ended December 31, 2012 and did not perform consulting work for the one-year period ending May 15, 2011, was $1,809,451. As a conditionmanagement team. The following factors set forth in the SEC rules regarding compensation advisor independence were reviewed in order to determine if any conflict of interest issues were raised by the use of the PARIS RE acquisitionconsulting firm:

Based on consideration of these and any other relevant factors, the Compensation Committee concluded there was purchasedno conflict of interest between PartnerRe and any compensation advisor.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee in 2012 was an officer or employee of PartnerRe or any of its subsidiaries. There are no Compensation Committee interlocks.

Nominating & Governance Committee

Under the terms of its charter, the Nominating & Governance Committee is responsible for former PARIS REoverseeing all aspects of corporate and board governance. The Nominating & Governance Committee identifies individuals qualified to become directors, often with the assistance of a third-party search firm, and officers at a cost of €492,091recommends appropriate nominees to the Board. In addition, the Nominating & Governance Committee recommends directors for a six year run off commencing December 7, 2009.

Communication with Directors

Any shareholder or other interested party who wishes to communicate with our directors may writecommittee membership, prescribes committee structure, evaluates Board and committee performance, oversees and sets director compensation, develops and recommends to the Board the Corporate Governance Principles and Application Guidelines and oversees compliance with such guidelines. The Nominating & Governance Committee Chairman oversees individual assessments of those directors who are standing for re-election.

The Nominating & Governance Committee may, at Wellesley House South, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, markedits discretion, consider director candidates suggested by shareholders.

The Nominating & Governance Committee identifies, reviews, assesses and recommends candidates to fill vacancies on the Board that occur for any reason. The Nominating & Governance Committee does not have a formal diversity policy; however, it has established and rigorously follows criteria when evaluating the attentioncandidacy of a particular director or the Secretaryany individual for membership to the Board. The Secretary’s office opens all such correspondenceBoard and forwards it toany committee. Members of the relevant director, except for items unrelated toNominating & Governance Committee review prospective candidates’ qualifications and geographic location; determine whether prospective candidates are independent and regularly consider whether the functionscomposition of the Board and its committees is diverse and appropriate in light of the current business solicitations or advertisements.challenges and needs. In particular, the Nominating & Governance Committee considers each director’s individual skills, judgment, age, background and experience. The Nominating & Governance Committee may engage external consultants to assist with director searches and has secured the services of Spencer Stuart to assist in identifying candidates to fill the vacancies which will be created by the retirement of Messrs. Baumgartner and Rollwagen in May 2013.

Risk & Finance Committee

Under the terms of its charter, the Risk & Finance Committee oversees PartnerRe’s risk management framework policies and practices as well as its capital management policies and processes. The Risk & Finance Committee has oversight responsibility for PartnerRe policies and activities mainly related to:

The Board’s Role in Risk Oversight

As a reinsurance company PartnerRe must assume risk in order to achieve its strategic objectives and return targets; however, it is necessary that risk be assumed within an integrated management framework in accordance with an established risk appetite. The Board sets both the risk appetite and return goals by considering the following:

In addition the Board also:

While the Board oversees risk management, it is the responsibility of management to manage risk. PartnerRe has robust internal policies and procedures as well as a strong internal control environment to identify and manage risks which ensures communication with the Board and its committees. PartnerRe’s integrated risk management framework includes policies and procedures, an enterprise risk management committee chaired by the Chief Executive Officer, regular internal management disclosure committee meetings, a comprehensive internal and external audit process and the Code of Business Conduct and Ethics. At least annually, the Board and the Audit Committee monitor the effectiveness of the internal controls and the Board and the Risk & Finance Committee oversee the risk management framework. Management communicates routinely with the Board and its committees on the significant risks identified and how they are being managed and mitigated. Much of the work is delegated to Board committees, which meet regularly and report back to the Board.

For instance:

Significant Board Practices

Executive SessionSessions

AtFollowing every physical boardBoard meeting there was an executive session where Mr. Thiele,in 2012, the Chief Executive Officer during 2010, was excused. In 2010, there were four physical board meetings.recused himself from the meeting to allow the Board to meet in executive sessions. The non-management board membersindependent directors are at liberty to raise whatever issues they wish.wish during these sessions. The Chairman of the Board presides over the independent director executive sessions.

Advance Materials

Audit Committee

Information and data importantPursuant to the directors’ understanding of the business or matters to be considered at a Board or committee meeting are, to the extent practical, distributed sufficiently in advance of the meeting to allow careful review. The directors set an annual agenda in advance, which is circulated with the materials. In addition, the Chairman of the Board and each committee sets a quarterly agenda in advance of all Board and committee meetings.

Access to Management

Directors have full and unrestricted access to management. In addition, key members of management attend Board meetings to present information about the results, plans and operations of the business within their areas of responsibility.

Access to Outside Advisers

The Board and its committees may retain external counsel or consultants on their own initiative. For example,charter, the Audit Committee has the authority to retain and terminate the independent auditor, the Nominating & Governance Committee may retain search firms to help identify director candidates, and the Compensation Committee may retain and terminate the services of compensation consultants for advice on executive compensation matters.

Director and Officer Questionnaire

Every year, each director and executive officer completes a Director and Officer Questionnaire that requires disclosure of detailed information, including whether the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest in any transaction involving PartnerRe.

Board Independence and Expertise

The Nominating & Governance Committee has determined that all directors are independent with the exception of Mr. Thiele who was a Director during 2010 and currently Mr. Miranthis, who is the only executive director. In making this determination, the Nominating & Governance Committee considers the New York Stock Exchange listing standards for independence and reviews a comprehensive list of board memberships and charitable associations for each director. In addition, the Nominating & Governance Committee considered certain other arrangements described under the heading “Agreements with Related Parties” in our filing on Form 10-K for the year ended December 31, 2010. Based on this review, the Nominating & Governance Committee determined that no director other than Mr. Thiele as an executive of PartnerRe, had a direct or indirect material relationship with PartnerRe. In addition, there are no interlocking directorships and none of our independent directors, or any of their immediate family members receive any consulting, advisory, legal, or other non-director fees from PartnerRe. If any such relationship were to arise, all relevant material fees would be disclosed and the Nominating & Governance Committee would make a new determination as to independence.

In the normal course of our operations, PartnerRe has bought or held securities of companies for which some of our board members serve as directors or non-executive directors. All transactions entered into as part of the investment portfolio were completed on market terms.

Board Leadership Structure

Since its inception in 1993 PartnerRe has always separated the role of the Chief Executive Officer from that of the Chairman of the Board. The role of Chairman of the Board is filled by an independent, non-executive director and this obviates the need to appoint a lead director. The separation of these two roles is an important criterion of our corporate governance structure. The Chairman leads the Board meetings which are scheduled at least four times a year, calls additional meetings of the directors as he deems appropriate, advises the Nominating & Governance Committee on the selection of committee chairman, leads the evaluation of the performance of the Chief Executive Officer, advises on and determines with the input from the Chief Executive Officer the agenda for Board meetings, determines with the input from the Chief Executive Officer the nature and extent of information that should be provided to the Board in advance of Board meetings, provides leadership to the Board, acts as a liaison between shareholders and the Board where appropriate and performs such other functions as the Board may direct. The Chairman also leads all executive sessions of the Board which are held each time a physical board meeting occurs.

Director Qualifications

The Nominating & Governance Committee identifies, reviews, assesses and recommends candidates to fill vacancies on the Board that occur for any reason. The Nominating & Governance Committee follows established criteria when evaluating the candidacy of any individual as a director. (Further information about these criteria can be found under the heading “Nominating & Governance Committee” on page 24 and in each director’s biography on pages 7-12). On occasion, the Nominating & Governance Committee retains the services of Spencer Stuart to assist with director searches within pre-agreed parameters.

The Board’s Role in Risk Oversight

As a reinsurance entity PartnerRe must assume risk in order to achieve its strategic objectives and return targets; however, it is necessary that risk be assumed in accordance with an established risk appetite and within an integrated risk management framework. The Board sets both the risk appetite and return goals by consideration of the following:

In addition the Board also:

While the Board oversees risk management, it is the responsibility of management to manage risk. PartnerRe has robust internal policies and procedures and a strong internal control environment to identify and manage risks and to communicate with the Board. These policies and procedures include an integrated risk management framework, an enterprise risk management committee chaired by the Chief Executive Officer, regular internal management disclosure committee meetings, the Code of Business Conduct and Ethics and a comprehensive internal and external audit process. The Board and the Audit Committee monitor the effectiveness of the internal controls and the risk management program at least annually. Management communicates routinely with the Board and its committees on the significant risks identified and how they are being managed and mitigated. Much of the work is delegated to committees, which meet regularly and report back to the Board. All committees play significant roles in carrying out the risk oversight function.

In particular:

Code of Business Conduct and Ethics

The Board has adopted the Code of Business Conduct and Ethics, which applies to all directors, officers and employees. Any specific waiver of its provisions requires approval of the Board or the Audit Committee, and any waivers must be disclosed to shareholders promptly. There were no waivers of the Code of Business Conduct and Ethics in 2010. Any director, officer or employee who violates the Code of Business Conduct and Ethics will be subject to disciplinary action.

Corporate Governance Principles and Application Guidelines

The Board believes that good corporate governance is critical to achieving business success and aligning the interests of management and shareholders. To that end, the Board adopted the Corporate Governance Principles and Application Guidelines to define how the Board will operate and to reflect PartnerRe’s global business practices. Our Bye-Laws require majority voting for resolutions relating to the election of directors.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has established four standing committees: the Audit Committee, the Compensation & Management Development Committee (the “Compensation Committee”), the Nominating & Governance Committee and the Risk & Finance Committee. Members of the Audit, Compensation, and Nominating & Governance Committees are independent of PartnerRe and management as defined by New York Stock Exchange rules. The committee memberships are as follows:

Each committee has a charter that, among other things, reflects current best practices in corporate governance. The following section describes the role of each committee.

Audit Committee

The Audit Committee’s primary responsibilities are to assist Board oversight of:

The Audit Committee regularly meets with management, the Chief Audit Officer and our independent registered public accounting firm to review matters relating to the quality of financial reporting and internal accounting controls, including the nature, extent and results of their audits. In addition, the Audit Committee discusses PartnerRe’s policies with respect to risk assessment and risk management processes, and reviews controls relating to management of risk exposures and management steps to mitigate, monitor, control and report on risk. The Audit Committee met eight times during the year ended December 31, 2010.processes.

TheMr. Zwiener was appointed as Chairman of the Audit Committee effective May 16, 2012, in replacement of Mr. Twomey,Twomey. Mr. Zwiener meets the definition of an “audit committee financial expert” as adopted by the SEC, and he has agreed to be designated as such. Mr. Twomey servesZwiener does not serve on the Audit Committee for one other public company. Further information about Mr. Twomey can be found on page 8. Mr. Zwiener, a memberaudit committee of the Audit Committee, also meets the definition of an “audit committee financial expert” as adopted by the SEC. Mr. Zwiener serves on the Audit Committee for oneany other public company. Further information about Mr. Zwiener can be found on page 9.11.

The other members of the Audit Committee meet the financial literacy requirements of the New York Stock Exchange. They each have a broad range of experience in senior executive positions in their respective

industries. The Board has determined that each member of the Audit Committee has appropriate accounting and financial management expertise. Further details relating to the experience of the Audit Committee members can be found in their respective biographies on pages 7-12.7-12

The following report was approved at a meeting of the Audit Committee on February 16, 2011.28, 2013.

Audit Committee Report

The Audit Committee has discussed with the independent registered public accounting firm, Deloitte & Touche Ltd. (“Deloitte”Deloitte”), the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards Vol.1.AU section 380) (Communication with Audit Committees) and Regulation S-X Rule 2-07.

The Audit Committee and Deloitte have discussed Deloitte’s independence and whether Deloitte can provide non-audit related services and maintain independence from management and PartnerRe. The Audit Committee has received from Deloitte the written disclosures and the letter required by PCAOB Rule 3526 (Communication with Audit Committees, Concerning Independence) including written materials addressing Deloitte’s internal quality control procedures.

During fiscal year 2010,2012, the Audit Committee had eightnine meetings, including telephonic meetings,informational calls, to discuss (among other things) PartnerRe’s quarterly results. The meetings were conducted to encourage communication among the members of the Audit Committee, management, the internal auditors and Deloitte. The Audit Committee also discussed with Deloitte the overall scope and plans for Deloitte’s audits and the results of such audits. The Audit Committee met with representatives from Deloitte, both with and without management present.

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 20102012 with management and with Deloitte. Based on the above-mentioned reviews and discussions, the Audit Committee has recommended to the Board that the audited financial statements be included in PartnerRe’s Annual Report on Form 10-K for the year ended December 31, 2010.2012.

Audit Committee

David Zwiener, Chairman

Judith Hanratty

Jan H. Holsboer

Lucio Stanca

Egbert Willam

Compensation Committee

Pursuant to its charter, the Compensation Committee has been established mainly to discharge the Board’s responsibilities relating to the Company’s compensation and benefits policies for its Chief Executive Officer and all other executive officers and to oversee plans for management development and succession.

The Compensation Committee can delegate authority to its chairman or a sub-committee as it deems appropriate or as necessary to carry out responsibilities of the Compensation Committee.

Compensation of Executive Officers and Directors: Roles and Responsibilities

The Compensation Committee is responsible for the review and final approval of the compensation elements for each executive officer including the Chief Executive Officer.

In so reviewing and approving executive officers’ compensation, the Compensation Committee:

For more information on the responsibilities and activities of the Compensation Committee, including the Committee’s processes for determining Named Executive Officers’ compensation, see our “Compensation and Discussion Analysis” section on pages 29-41.

The Compensation Committee is not involved in the consideration and determination of the directors’ compensation.

Compensation Committee Consulting Services

The Compensation Committee has the authority to hire, manage and terminate external compensation consulting services.

The Chairman of the Compensation Committee requests information, analysis and proposals from time to time from Frederic W. Cook & Co., Inc. As discussed below, examples of the services provided include reviewing executive retention plans, proposing alternative approaches in the design of long-term incentive plans, suggesting the composition of our competitive peer group and performing competitive pay analyses based on the peer group.

Separate to the consultants used by the Compensation Committee, management obtains consulting services from other compensation consultants on an as-needed basis throughout the year. Fees for these consulting services are set on a project-by-project basis. An annual retainer is not paid to any executive compensation consulting firm.

Compensation Consultant

Frederic W. Cook & Co., Inc., an external consulting firm, provides information and guidance to the Compensation Committee as requested. Each year at the Compensation Committee’s November meeting, a report is presented suggesting which companies constitute an appropriate competitive peer group. Further details about the peer group can be found under “Competitive Peer Group and Pay Analysis,” on page 30. Based on the approved competitive peer group, the consultant prepares a competitive analysis of total compensation for our executive officers against compensation for comparable executives at each peer group company. This analysis is presented to the Compensation Committee at its February meeting. The Compensation Committee makes a determination with respect to the compensation of the Chief Executive Officer based on peer group analysis. In 2012, Frederic W. Cook & Co., Inc. conducted an analysis of PartnerRe’s executive compensation programs and provided advice to the Compensation Committee as needed on items such as ISS corporate governance guidelines. The Compensation Committee has direct access to all external advisors without management involvement.

Frederic W. Cook & Co., Inc. has not provided any services or received any payment from PartnerRe in an amount in excess of $120,000 during the year ended December 31, 2012 and did not perform consulting work for the management team. The following factors set forth in the SEC rules regarding compensation advisor independence were reviewed in order to determine if any conflict of interest issues were raised by the use of the consulting firm:

Based on consideration of these and any other relevant factors, the Compensation Committee concluded there was no conflict of interest between PartnerRe and any compensation advisor.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee in 2012 was an officer or employee of PartnerRe or any of its subsidiaries. There are no Compensation Committee interlocks.

Nominating & Governance Committee

Under the terms of its charter, the Nominating & Governance Committee is responsible for overseeing all aspects of corporate and board governance. The Nominating & Governance Committee identifies individuals qualified to become directors, often with the assistance of a third-party search firm, and recommends appropriate nominees to the Board. In addition, the Nominating & Governance Committee recommends directors for committee membership, prescribes committee structure, evaluates Board and committee performance, oversees and sets director compensation, develops and recommends to the Board the Corporate Governance Principles and Application Guidelines and oversees compliance with such guidelines. The Nominating & Governance Committee Chairman oversees individual assessments of those directors who are standing for re-election.

The Nominating & Governance Committee may, at its discretion, consider director candidates suggested by shareholders.

The Nominating & Governance Committee identifies, reviews, assesses and recommends candidates to fill vacancies on the Board that occur for any reason. The Nominating & Governance Committee does not have a formal diversity policy; however, it has established and rigorously follows criteria when evaluating the candidacy of any individual for membership to the Board and any committee. Members of the Nominating & Governance Committee review prospective candidates’ qualifications and geographic location; determine whether prospective candidates are independent and regularly consider whether the composition of the Board and its committees is diverse and appropriate in light of the current business challenges and needs. In particular, the Nominating & Governance Committee considers each director’s individual skills, judgment, age, background and experience. The Nominating & Governance Committee may engage external consultants to assist with director searches and has secured the services of Spencer Stuart to assist in identifying candidates to fill the vacancies which will be created by the retirement of Messrs. Baumgartner and Rollwagen in May 2013.

Risk & Finance Committee

Under the terms of its charter, the Risk & Finance Committee oversees PartnerRe’s risk management framework policies and practices as well as its capital management policies and processes. The Risk & Finance Committee has oversight responsibility for PartnerRe policies and activities mainly related to:

The Board’s Role in Risk Oversight

As a reinsurance company PartnerRe must assume risk in order to achieve its strategic objectives and return targets; however, it is necessary that risk be assumed within an integrated management framework in accordance with an established risk appetite. The Board sets both the risk appetite and return goals by considering the following:

In addition the Board also:

While the Board oversees risk management, it is the responsibility of management to manage risk. PartnerRe has robust internal policies and procedures as well as a strong internal control environment to identify and manage risks which ensures communication with the Board and its committees. PartnerRe’s integrated risk management framework includes policies and procedures, an enterprise risk management committee chaired by the Chief Executive Officer, regular internal management disclosure committee meetings, a comprehensive internal and external audit process and the Code of Business Conduct and Ethics. At least annually, the Board and the Audit Committee monitor the effectiveness of the internal controls and the Board and the Risk & Finance Committee oversee the risk management framework. Management communicates routinely with the Board and its committees on the significant risks identified and how they are being managed and mitigated. Much of the work is delegated to Board committees, which meet regularly and report back to the Board.

For instance:

Significant Board Practices

Executive Sessions

Following every physical Board meeting in 2012, the Chief Executive Officer recused himself from the meeting to allow the Board to meet in executive sessions. The independent directors are at liberty to raise whatever issues they wish during these sessions. The Chairman presides over the executive sessions.

Audit Committee

Pursuant to its charter, the Audit Committee’s primary responsibilities are to assist Board oversight of:

The Audit Committee regularly meets with management, the Chief Audit Officer and our independent registered public accounting firm to review matters relating to the quality of financial reporting and internal accounting controls, including the nature, extent and results of their audits. In addition, the Audit Committee discusses PartnerRe’s policies with respect to risk assessment and risk management processes.

Mr. Zwiener was appointed as Chairman of the Audit Committee effective May 16, 2012, in replacement of Mr. Twomey. Mr. Zwiener meets the definition of an “audit committee financial expert” as adopted by the SEC, and he has agreed to be designated as such. Mr. Zwiener does not serve on the audit committee of any other public company. Further information about Mr. Zwiener can be found on page 11.

The other members of the Audit Committee meet the financial literacy requirements of the New York Stock Exchange. They each have a broad range of experience in senior executive positions in their respective industries. The Board has determined that each member of the Audit Committee has appropriate accounting and financial management expertise. Further details relating to the experience of the Audit Committee members can be found in their respective biographies on pages 7-12

The following report was approved at a meeting of the Audit Committee on February 28, 2013.

Audit Committee Report

The Audit Committee has discussed with the independent registered public accounting firm, Deloitte & Touche Ltd. (“Deloitte”), the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards Vol.1.AU section 380) (Communication with Audit Committees) and Regulation S-X Rule 2-07.

The Audit Committee and Deloitte have discussed Deloitte’s independence and whether Deloitte can provide non-audit related services and maintain independence from management and PartnerRe. The Audit Committee has received from Deloitte the written disclosures and the letter required by PCAOB Rule 3526 (Communication with Audit Committees, Concerning Independence) including written materials addressing Deloitte’s internal quality control procedures.

During fiscal year 2012, the Audit Committee had nine meetings, including informational calls, to discuss (among other things) PartnerRe’s quarterly results. The meetings were conducted to encourage communication among the members of the Audit Committee, management, the internal auditors and Deloitte. The Audit Committee also discussed with Deloitte the overall scope and plans for Deloitte’s audits and the results of such audits. The Audit Committee met with representatives from Deloitte, both with and without management present.

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2012 with management and with Deloitte. Based on the above-mentioned reviews and discussions, the Audit Committee has recommended to the Board that the audited financial statements be included in PartnerRe’s Annual Report on Form 10-K for the year ended December 31, 2012.

Audit Committee

Kevin M. Twomey,David Zwiener, Chairman

Jan H. Holsboer, Vice Chairman

Vito H. Baumgartner

Judith Hanratty

David ZwienerJan H. Holsboer

Lucio Stanca

Egbert Willam

Compensation Committee

ThePursuant to its charter, the Compensation Committee’s primaryCommittee has been established mainly to discharge the Board’s responsibilities are:

In accordance with the Bye-Laws of the Company, theThe Compensation Committee can delegate authority to individual Compensation Committee membersits chairman or a sub-committee as it deems appropriate or as necessary to carry out responsibilities of the Compensation Committee. In addition, the

Compensation Committee may delegate to one or more officers of PartnerRe its authority under the terms of any incentive-compensation or other equity-based plan to make grantsExecutive Officers and awards under such plans as the Compensation Committee deems appropriateDirectors: Roles and in accordance with the terms of such plans.Responsibilities

The Compensation Committee met five times during 2010.is responsible for the review and final approval of the compensation elements for each executive officer including the Chief Executive Officer.

In so reviewing and approving executive officers’ compensation, the Compensation Committee:

For more information on the responsibilities and activities of the Compensation Committee, including the Committee’s processes for determining Named Executive Officers’ compensation, see our “Compensation and Discussion Analysis” section on pages 29-41.

The Compensation Committee is not involved in the consideration and determination of the directors’ compensation.

Compensation Committee Consulting Services

The Compensation Committee has the authority to hire, manage and terminate outsideexternal compensation consulting services.

The Chairman of the Compensation Committee Mr. Baumgartner, requests information, analysis and proposals from PricewaterhouseCoopers LLP, Towers Watson ortime to time from Frederic W. Cook & Co., Inc. firms that provide consulting services from time to time. As discussed below, examples of thesethe services provided include reviewing executive retention plans, proposing alternative approaches in the design of long-term incentive plans, suggesting the composition of our comparativecompetitive peer group and makingperforming competitive pay analyses based on the peer group.

Separate to the consultants used by the Compensation Committee, management obtains consulting services from other independent compensation consultants on an as-needed basis throughout the year. Fees for these consulting services are set on a project-by-project basis. An annual retainer is not paid to any executive compensation consulting firm.

Compensation Consultant

Frederic W. Cook & Co., Inc., an independentexternal consulting firm, provides information and guidance to the Compensation Committee as requested. Each year at the Compensation Committee’s November meeting, a report is presented suggesting which companies constitute an appropriate competitive peer group. Further details about the peer group can be found under “Compensation Review—Competitive“Competitive Peer Group and Pay Analysis,” on page 51.30. Based on the approved competitive peer group, the consultant prepares a competitive analysis of total compensation for our executive officers against compensation for comparable executives at each peer group company. This analysis is presented to the Compensation Committee at a meeting the following February.its February meeting. The consultant, together with the Chief Human Resources Officer, also presents the Compensation Committee makes a determination with options forrespect to the compensation of the Chief Executive Officer based on peer group analysis. In 2012, Frederic W. Cook & Co., Inc. conducted an analysis of PartnerRe’s executive compensation programs and provided advice to the Compensation Committee as needed on items such as ISS corporate governance guidelines. The consultant, Compensation Committee has direct access to all external advisors without management involvement.

Frederic W. Cook & Co., Inc. has not provided additionalany services toor received any payment from PartnerRe in an amount in excess of $120,000 during the year ended December 31, 2010.

Compensation of Executive Officers: Roles2012 and Responsibilities

The Compensation Committee is responsibledid not perform consulting work for the review andmanagement team. The following factors set forth in the final approvalSEC rules regarding compensation advisor independence were reviewed in order to determine if any conflict of compensation elements for each executive officer includinginterest issues were raised by the Chief Executive Officer.

In so reviewing and approving executive officers’ compensationuse of the Compensation Committee:consulting firm:

Based on consideration of these and any other relevant factors, the Chief Executive Officer)Compensation Committee concluded there was no conflict of interest between PartnerRe and evaluates their performance in light of such established goals and objectives.any compensation advisor.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee in 20102012 was an officer or employee of PartnerRe or any of its subsidiaries. There are no Compensation Committee interlocks.

Human Resources Committee