(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	This Proxy Statement for the Annual General Meeting; and

2.	PartnerRe's Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on February 26, 2015.

1.	To elect four (4) directors to hold office until the 2018 annual general meeting of shareholders or until their respective successors have been duly elected (Proposal 1);

2.	To ratify the appointment by our Audit Committee of Deloitte Ltd., as our independent auditors, to serve until the 2016 annual general meeting, and to refer decisions about the auditors’ compensation to the Board of Directors (Proposal 2); and

3.	To approve the Executive Compensation disclosed pursuant to Item 402 of Regulation S-K (non-binding advisory vote) (Proposal 3).

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1.	over the Internet by following the instructions provided in the Notice;

2.	by telephone using the telephone number shown on the proxy card; or

3.	by filling out the proxy card and mailing it to the address shown on the proxy card.

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1.	voting again by telephone or over the Internet prior to 11:59 p.m. Eastern Time on December 17, 2015; or

2.	attending and voting at the Annual General Meeting, if you are a shareholder of record (valid picture identification required); or

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1.	BY INTERNET: www.proxyvote.com

2.	BY TELEPHONE: 1-800-579-1639

3.	BY E-MAIL: sendmaterial@proxyvote.com

4.	IN WRITING: Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717, USA.

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•	Annual Report on Form 10-K for the year ended December 31, 2014, as filed on February 26, 2015;

•	Corporate Governance Principles and Application Guidelines;

•	Audit Committee Charter;

•	Compensation & Management Development Committee Charter;

•	Nominating & Governance Committee Charter;

•	Risk & Finance Committee Charter; and

•	Code of Business Conduct and Ethics.

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(1)

In accordance with the SEC proxy disclosure rules, Stock Awards in the above table reflect the amount of RSUs granted during the fiscal year by using the aggregate grant date fair value of awards, determined in accordance with FASB ASC Topic 718. The grant date fair market value for RSU awards granted in 2014 was $107.08 which was the closing price of PartnerRe common shares on June 16, 2014. The directors received the following awards:

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(3)	Mr. Montupet did not defer any of his director’s fees for 2014. At December 31, 2014, he held 38,627 exercisable options, 4,305 unvested options and 8,227 unvested RSUs. Mr. Montupet received 866 RSUs on January 26, 2015 in connection with the signing of the proposed amalgamation with AXIS Capital Holdings, Ltd.

(4)	Ms. Hanratty did not defer any of her director’s fees for 2014. At December 31, 2014, she held 6,683 exercisable options, 3,444 unvested options and 7,206 unvested RSUs.

(5)	Mr. Holsboer elected to defer 100% of his director’s fees, which does not include his Committee Chairman’s fees for 2014. At December 31, 2014, he held 66,062 exercisable options, 3,444 unvested options and 11,344 unvested RSUs.

(6)	Mr. Mendoza did not defer any of his director’s fees for 2014. At December 31, 2014, he held 23,170 exercisable options, 3,444 unvested options and 7,206 unvested RSUs. Mr. Mendoza received 866 RSUs on January 26, 2015 in connection with the signing of the proposed amalgamation with AXIS Capital Holdings, Ltd.

(7)	Ms. Perry was required to receive 50% of her 2014 director’s fees in RSUs due to the ownership guidelines of the Company. At December 31, 2014, she held 3,054 unvested RSUs.

(8)	Mr. Sautter elected to defer 100% of his director’s fees for 2014. At December 31, 2014, he held 17,451 exercisable options, 3,444 unvested options and 8,368 unvested RSUs.

(9)	Mr. Seow was required to receive 50% of his 2014 director’s fees in RSUs due to the ownership guidelines of the Company. At December 31, 2014 he held 3,054 unvested RSUs.

(10)	Mr. Stanca did not defer any of his director’s fees for 2014. At December 31, 2014, he did not have any exercisable options, unvested options or unvested RSUs. He retired in May 2014 at the conclusion of last year's Annual General Meeting and he received his cash compensation at that time.

(11)	Mr. Twomey did not defer any of his director’s fees for 2014. At December 31, 2014, he held 34,765 exercisable options, 3,444 unvested options and 6,887 unvested RSUs.

(12)	Dr. Willam elected to defer 50% of his director’s fees for 2014. At December 31, 2014, he held 3,899 exercisable options, 2,009 unvested options and 5,135 unvested RSUs.

(13)

Mr. Zwiener did not defer any of his director’s fees for 2014. At December 31, 2014, he held 25,621 exercisable options, 3,444 unvested options and 6,887 unvested RSUs. As described in further detail above under the Amalgamation of PartnerRe and AXIS and Chief Executive Officer Change, Mr. Zwiener was appointed as the Company’s interim President and Chief Executive Officer, effective as of January 25, 2015, and as a result of the appointment, he received 12,987 RSUs on January 26, 2015. Mr. Zwiener ceased serving as the chairman of the Audit Committee and a member of the Compensation Committee on that date, but remains a member of the Board and the Risk & Finance Committee.

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•	Our Bye-Laws;

•	Our Corporate Governance Principles and Application Guidelines (which defines how the Board operates and reflects PartnerRe’s global business practices);

•	Our Code of Business Conduct and Ethics;

•	Our Audit Committee Charter;

•	Our Compensation & Management Development Committee Charter;

•	Our Nominating & Governance Committee Charter; and

•	Our Risk & Finance Committee Charter.

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•	the integrity of PartnerRe’s financial statements;

•	PartnerRe’s compliance with legal and regulatory requirements, including the receipt of reports arising in respect of the Code of Business Conduct and Ethics;

•	the independent auditor’s qualifications and independence; and

•	the performance of PartnerRe’s internal audit function and independent auditors.

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•	in consultation with the Board in executive session, establishes and approves goals and objectives relevant to the compensation of the Chief Executive Officer and evaluates the performance of the Chief Executive Officer in light of such established goals and objectives; and

•	in consultation with the Chief Executive Officer, establishes and approves goals and objectives relevant to the compensation of all other executive officers and evaluates their performance in light of such established goals and objectives.

•	Whether the compensation consulting company employing the compensation advisor is providing any other services to PartnerRe.

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•	How much the compensation consulting company who employs the compensation advisor has received in fees from PartnerRe, as a percentage of that person’s total revenue.

•	What policies and procedures have been adopted by the compensation consulting company employing the compensation advisor to prevent conflicts of interest.

•	Whether the compensation advisor has any business or personal relationship with a member of the compensation committee.

•	Whether the compensation advisor owns any stock of PartnerRe.

•	Whether the compensation advisor or the person employing the advisor has any business or personal relationship with an executive officer of PartnerRe.

•	overall management of PartnerRe’s risks pursuant to the business strategy and risk guidelines established by the Board; and

•	capital management including issuance, retirement and internal capital movements.

•	establishment of a minimum capital level expressed as a fixed percentile of a modeled financial loss exceedance curve plus a margin;

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•	setting our risk appetite as a percentage of capital, with loss tolerances for the ten largest financial or reputational risks being set with a specific fixed dollar amount; and

•	approving key risk management principles and policies utilized by PartnerRe to drive individual decision making throughout the organization.

•	allocates responsibilities for risk oversight among the Board and its committees;

•	facilitates open communication between management and directors about the risks which PartnerRe assumes; and

•	fosters an appropriate culture of integrity and risk awareness.

•

The Audit Committee oversees and focuses on risks related to PartnerRe’s financial statements, the financial reporting process, accounting and legal matters. The Audit Committee oversees the internal audit function and PartnerRe’s ethics programs, including the Code of Business Conduct and Ethics. The Audit Committee members meet separately with PartnerRe’s Chief Audit Officer and representatives of the independent auditing firm.

•

The Compensation Committee evaluates the risks and rewards associated with PartnerRe’s compensation philosophy and programs. As discussed in more detail in the “Compensation Discussion and Analysis” section on pages 30-41, the Compensation Committee reviews and approves compensation programs with features that mitigate risk without diminishing the positive incentives of the compensation. Management discusses with the Compensation Committee the procedures that have been put in place to identify and mitigate potential risks in compensation.

•	The Risk & Finance Committee approves and monitors limits for the key risks listed above. PartnerRe assumes and oversees risks relating to reserving, underwriting limits, investments, currency risk and hedging programs, mergers and acquisitions, and capital projects.

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(1)	The information contained in Other Beneficial Owners is based solely on reports on Schedules 13G/A filed with the SEC; PartnerRe has not independently verified the data.

(2)	As of August 2, 2015, based on a report on Schedule 13D/A filed on August 4, 2015,EXOR beneficially owns and has sole voting power and sole dispositive power over 4,725,726,002 PartnerRe common shares. The ownership percentage is based on the assumption that EXOR continues to own that number of PartnerRe common shares, as reflected in the table above, as of October 30, 2015.

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(3)

As of December 31, 2014, based on a report on Schedule 13G filed on February 11, 2015, The Vanguard Group, Inc. beneficially owns and has sole voting power over 45,694 common shares, sole dispositive power over 3,762,002 common shares and shared dispositive power over 41,994 common shares. Vanguard Fiduciary Trust Company a wholly-owned subsidiary of the Vanguard Group, Inc is the beneficial owner of 28,894 common shares. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc. is the beneficial owner of 29,900 common shares. The ownership percentage is based on the assumption that The Vanguard Group, Inc. continues to own that number of common shares, as reflected in the table above, as of October 30, 2015.

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•	clearly linking pay to performance;

•

achieving a balance between fixed compensation (base salary) and at-risk compensation (annual cash incentive and equity awards). At-risk compensation supports a pay-for-performance approach and links predetermined objectives, including Company performance, with at-risk compensation; however, caps are in place to ensure that NEOs are not inappropriately motivated to maximize their at-risk earnings;

•	ensuring that long-term incentive awards in the form of equity are designed to align the NEO's interests with shareholders’ interests by emphasizing long-term business performance and overall PartnerRe success;

•	promoting the retention of NEOs by providing long-term incentives; and

•	providing flexibility in the form and structure of compensation to meet individual goals and time horizons.

(1)	Base salary at December 31, 2014.

(2)	Actual annual cash incentive award for the 2014 performance year, paid in March 2015.

(3)	Actual annual equity dollar value for the 2014 performance year, granted on February 17, 2015. In connection with his resignation, Mr. Miranthis received the value of his equity awards for the 2014 performance year in cash as part of his termination payments.

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(1)	Base Salary

(2)	Annual Cash Incentive

(1)	Amounts relate to the 2014 performance year. The actual annual cash incentive is paid in March 2015.

(2)	US dollar equivalent for Emmanuel Clarke's target annual cash incentive is $635,643. Exchange rate of 1USD = 0.99CHF used to calculate dollar value.

(3)	US dollar equivalent for Emmanuel Clarke's actual annual cash incentive is $1,156,086. Exchange rate of 1USD = 0.99CHF used to calculate dollar value.

i)	Total Group Performance (Group AROE + Group Organizational Objectives)

ii)	Business Unit Financial Performance, which includes Operating Expenses for the Chief Financial Officer (CFO) and the Chief Operations Officer (COO)

iii)	Personal Objectives

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i)	Total Group Performance

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•	The annual cash incentive target (i.e., payout at 100%) is awarded for a target Group AROE performance, which is established prior to the start of the performance year.

•	The annual cash incentive payout is capped at 200% because an uncapped payout could encourage risk-taking activities which are not in the best interests of our shareholders.

•	The scale is designed to ensure that our shareholders receive a minimum return, currently at least 3% Group AROE, before employees receive an allocation toward their annual cash incentive.

•	The scale is set to create challenging but realistic goals to motivate employees and provide the opportunity to pay for performance.

•	Evolve organizational structure;

•	Continue to explore options for strategic development; and

•	Simplify risk policy documentation and enhance ERM framework.

ii)	Business Unit Financial Performance

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iii)	Personal Objectives

(3)	Equity Awards

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(1)	Granted on February 17, 2015 at 110% of target dollar value. In connection with his resignation, Mr. Miranthis received the value of his equity awards for the 2014 performance year in cash as part of his termination payments.

•	Results within scale (3 -14%) – no adjustment

•	Results below scale (<3%) – 90% of target dollar value

•	Results above scale (>14%) – 110% of target dollar value

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•	NEOs who have not satisfied the applicable share ownership target must retain 100% of the net shares they acquire until they reach the target.

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•	If an NEO has met the share ownership target, but the holdings subsequently drop below the target amount for any reason (for example, a new share issuance), the executive will have a one-year grace period to once again meet the target.

•	The net share retention guidelines do not apply to grants made prior to becoming an NEO.

•	in consultation with the Board in executive session, establishes and approves goals and objectives relevant to the compensation of the Chief Executive Officer and evaluates the performance of the Chief Executive Officer in light of such established goals and objectives; and

•	in consultation with the Chief Executive Officer, establishes and approves goals and objectives relevant to the compensation of all other executive officers and evaluates their performance in light of such established goals and objectives.

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(1)	As described in further detail in Amalgamation of PartnerRe and AXIS and Chief Executive Officer Change above, Mr. Miranthis ceased serving as the President and Chief Executive Officer on January 25, 2015.

(2)	The figures reflect the total salary received by each NEO during the applicable fiscal year. Our NEOs are not entitled to defer their salary in exchange for equity. The 2014 base salary shown above in the Elements of Total Compensation section refers to gross base salary in local currency.

(3)

In accordance with the SEC proxy disclosure rules, columns (d) and (e) reflect the amount of RSUs, PSUs and SSARs granted during the fiscal year by using the aggregate grant date fair value of awards, determined in accordance with FASB Accounting Standards Codification (ASC) Topic 718. For a discussion of the assumptions and methodologies used to value equity awards, see Note 16 to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2014. Equity awards granted in 2014 relate to the 2013 performance year. For details on the equity awards granted in 2015 for the 2014 performance year, see above Form of Equity section.

(4)	The figures reflect the non-equity incentive compensation paid in 2015 for the 2014 performance year. For more details, see above Annual Cash Incentive section.

(5)

The 2014 amount for Mr. Miranthis includes $198,000 in housing allowances, $150,000 for defined contribution plans and non-qualified plans, $96,066 for corporate memberships, $89,428 for dividend equivalents, $42,576 for life insurance premiums (including AD&D and individual disability) and $39,375 for Bermuda payroll tax. The company also paid, on Mr. Miranthis' behalf, Swiss taxes in the amount of $1,214,185, due on his SSARs exercises as it related to his prior work assignment in Switzerland (from 2007 to 2010), which are reimbursable due to contractual obligations for the period of time Mr. Miranthis worked in Switzerland. The remaining $13,983 is for the following items: Bermuda government social insurance contribution, car allowance, club allowance, and spousal attendance at a director and executive officer event. Under his executive employment agreement, Mr. Miranthis is entitled to the use of a company car. The amount for Mr. Miranthis includes insurance and service fees for the company car. When the company car is not being used by him, it is utilized for other business-related purposes. The Chief Executive Officer had access to two private aircrafts in the U.S. until November 2014, from December 2014 this was reduced to one private aircraft in the U.S. and one private aircraft in Europe, of which PartnerRe has a fractional interest. The Chief Executive Officer must approve any use of any of the aircrafts by employees and directors. Personal use of the aircrafts is reviewed annually by the Nominating & Governance Committee.

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(6)	Mr. Clarke’s actual salary and non-equity incentive plan compensation for 2014 were CHF 628,509 and CHF 1,144,525, respectively, for 2013 were CHF 624,609 and CHF 1,195,958, respectively, and for 2012 were CHF 615,441 and CHF 1,041,526, respectively. The applicable exchange rate at December 31, 2014 of US$1.00 to CHF1.01 was used to convert amounts reported.

(1)

As described in further detail above in the Annual Cash Incentive section, all employees of PartnerRe are eligible for an annual cash incentive if predetermined performance goals are achieved. Each employee has a target annual cash incentive that is set as a percentage of base salary. The annual cash incentive payout range is 0% to 200% of target for the CEO and 0% to 200% of target for all other employees.

(2)	PSUs vest in their entirety three years after grant date and are subject to a performance measure, which is described in further detail above in the Equity Performance Adjustment section. Dividend equivalents are accrued quarterly on unvested PSU awards and will be paid in cash when any earned PSUs are delivered.

(3)	RSUs vest in their entirety three years after grant date. Dividend equivalents are paid out quarterly in cash on unvested RSU awards.

(4)	The Company granted SSARs to the NEOs during fiscal year 2014 in respect of the 2013 performance year. SSARs were granted under the Employee Equity Plan with an exercise price equal to the closing price of PartnerRe common shares on the date of grant. SSARs vest 33% on the first anniversary of the date of grant, 33% on the second anniversary and 34% on the third anniversary.

(5)	The value of SSARs on February 28, 2014 is calculated by multiplying the Black-Scholes valuation of $14.62 by the number of underlying SSARs. The value of RSUs and PSUs on February 28, 2014 is calculated by multiplying the fair market value of $98.88 by the number of RSUs and PSUs.

(6)	Mr. Clarke’s threshold, target and maximum annual cash incentive was CHF 0, CHF 629,292 and CHF 1,258,584, respectively. The applicable exchange rate at December 31, 2014 of US$1.00 to CHF1.01 was used to convert amounts reported.

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(1)	All grants of options and SSARs vest 33% on the first anniversary of the grant date, 33% on the second anniversary and 34% on the third anniversary.

(2)	The market value of RSUs and PSUs is based on the closing price of $114.13 as at December 31, 2014, the last day of trading in 2014. All share awards cliff vest in their entirety three years from the date of grant. Dividend equivalents are paid out quarterly in cash for RSUs and accrued quarterly and paid upon settlement for PSUs.

(3)	These are RSU grants.

(4)	These are PSU grants.

(1)	The value of the common shares is $101.24, which is based on the fair market value on the date of vesting (defined as the closing price on the vest date of February 18, 2014).

(2)	Mr. Miranthis’ aggregate exercise price was $9,078,011.

(3)	Mr. Clarke’s aggregate exercise price was $693,510.

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(1)	The contributions are included in the 2014 Summary Compensation Table.

(2)	The contributions made by and on behalf of Mr. Clarke were made in Swiss Francs. The applicable exchange rate at December 31, 2014 of US$1.00 to CHF1.01 was used to convert amounts reported.

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•	Accrued base salary and benefits and any annual incentive earned in respect of the previous completed fiscal year but not paid as of the date of termination;

•	12 month's base salary;

•	A payment equal to the pro rata portion of the Average Incentive Amount, determined as of the date of termination based on the number of days elapsed in the current fiscal year;

•	A payment equal to the target annual incentive for the fiscal year in which the date of termination occurs;

•	Continued health coverage for 24 months; and

•	Pursuant to the NEO's PartnerRe Equity Agreements, immediate vesting of all equity awards, with all vested SSARs remaining exercisable for 12 months following the date of termination of employment.

•	Other benefits:

▪	For Mr. Miranthis’ dependents: housing allowance for up to six months; and

▪	For Mr. Clarke’s dependents: housing and school allowance for up to six months.

•	Accrued base salary and benefits and any annual incentive earned in respect of the previous completed fiscal year but not paid as of the date of termination;

•	The amount of any difference between the level of long-term disability benefits required to be maintained under PartnerRe’s benefit plans and the amount actually paid in satisfaction of such benefits by insurance or any governmental authority for so long as the NEO remains disabled and therefore entitled to such benefits. Such payment shall be made no less frequently than monthly;

•	A payment equal to the pro rata portion of the Average Incentive Amount determined as of the date of termination based on the number of days elapsed in the current fiscal year as of the date of termination;

•	Immediate vesting of all equity awards, with all vested Options and SSARs remaining exercisable for 12 months following the date of termination of employment; and

•	Health and welfare benefit continuation for so long as the NEO remains entitled to such benefits pursuant to PartnerRe’s benefit plans.

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•	Other benefits:

▪

Effective February 2013, in case of long term disability and subject to conditions, Mr. Miranthis would receive on a monthly basis the difference between 70% of his monthly base salary and the level of long-term disability benefits required to be maintained under PartnerRe’s benefit plans for five years at which time a lump sum of $5 million would be paid. The Company has subscribed to an insurance policy to cover such payments. The premium for 2014 was $36,336; and

▪	For Mr. Miranthis: housing allowance for up to six months; and

▪	For Mr. Clarke: housing and school allowance for up to six months.

•	The accrued salary and benefits plus the annual incentive earned in respect of the previous completed fiscal year but not paid as of the date of termination;

•	12 months' base salary at the rate in effect on the date of termination, paid as a lump sum;

•	The pro rata portion of the Average Incentive Amount determined based on the number of days elapsed in the current fiscal year as of the date of termination;

•	The Average Incentive Amount;

•	Any unvested equity awards held at the time of termination will vest in full; and

•	All outstanding PSUs will vest on a pro rata basis on the date of termination.

•	Other benefits:

▪	Housing for up to six months; and

▪	Health and welfare benefit continuation for up to 12 months.

•	The accrued salary and benefits plus the annual incentive earned in respect of the previous completed fiscal year but not paid as of the Date of Termination;

•	12 months' base salary at the rate in effect on the Date of Termination, paid as a lump sum;

•	The pro rata portion of the Average Incentive Amount determined based on the number of days elapsed in the current fiscal year as of the Date of Termination;

•	The Average Incentive Amount; and

•	Any unvested equity awards held at the time of termination will vest on a pro rata basis and, if applicable, be paid out.

•	Other benefits: health and welfare benefit continuation for up to 12 months.

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•	Three times base salary;

•	A Pro Rata Target Annual Cash Incentive;

•	An amount equal to three times the Average Incentive;

•	Housing for up to 18 months;

•	Health and welfare benefit continuation for three years; and

•	Immediate vesting of all equity awards.

•	All outstanding performance awards shall be paid as if the maximum performance goals established in connection therewith were fully achieved.

•	Two times base salary;

•	A Pro Rata Target Annual Cash Incentive;

•	An amount equal to two times the Average Incentive;

•	For Mr. Clarke: housing and school allowance for up to 12 months;

•	Health and welfare benefit continuation for two years;

•	If an excise tax is triggered under U.S. Federal tax law, either a reduction of any payments and benefits to the extent required to prevent the excise tax or the payments and benefits as is with no reduction, depending on which result would be better for the NEO; this option could apply to Mr. Babcock, Ms. Desmet and Mr. Walker; and

•	Upon the occurrence of a change in control (as defined in the equity plan) all outstanding equity awards shall immediately vest.

•	All outstanding performance awards shall be paid as if the maximum performance goals established in connection therewith were fully achieved.

•	All Accrued Benefits;

•	The effects of a retirement since none of our NEOs attained retirement age as of December 31, 2014;

•	Additional payments to the NEOs under PartnerRe’s benefit plans (plans providing, among other things, disability insurance, death insurance and medical insurance) which do not discriminate in scope, terms or operation in favor of the NEOs and are generally available to all employees;

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•	The cash payment received by Mr. Miranthis in connection with the Amalgamation, which is described in further detail in Amalgamation of PartnerRe and AXIS and Chief Executive Officer Change above;

•	The effects of a NEO voluntary termination or a termination for cause by PartnerRe since the NEO would only be entitled to Accrued Benefits; and

•	In connection with the termination by the NEO or the termination by PartnerRe without cause, the Payments in lieu of notice since it is assumed that PartnerRe has not exercised its option to terminate the employment sooner.

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(1)	Includes total amount of target annual cash incentive and/or Average Incentive, as applicable. For details, see Termination Provisions and Change in Control Policy sections above.

(2)	Includes Pro Rata Target Annual Cash Incentive and/or Pro Rata Average Incentive, as applicable. For details, see Termination Provisions and Change in Control Policy sections above.

(3)	For calculation purposes, a 15% increase in premiums each year is assumed until retirement age for disability. For Mr. Miranthis, the benefit continuation period for death and disability is two years from the date of termination. Amounts would be paid to insurance companies.

(4)	The amounts are converted from Swiss Francs using the applicable exchange rate at December 31, 2014 of US$1.00 to CHF1.01.

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(1)	These are fees for professional services rendered by the Deloitte Entities for the audit of our annual financial statements included in our annual report on Form 10-K, the review of the financial statements included in our quarterly reports on Form 10-Q and audit services provided in connection with statutory and regulatory filings.

(2)	These are fees for audit-related services performed by the Deloitte Entities that are reasonably related to the performance of the audit or review of our financial statements but are not described in item (1) above. These fees include an audit for an employee benefit plan and meetings with a regulator.

(3)	These fees were an estimate at the time of the filing of the Proxy Statement in 2014 and were finalized by the Audit Committee thereafter.

(4)	These are fees attached to tax instructional based training provided by Deloitte Entities on ASC 740: Tax Provisions and SSAP101: Income Taxes.

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•	selling a product of value to selected reinsurance and capital markets clients while maintaining the financial ability to meet our commitments;

•	delivering an adequate return on shareholders’ capital within predetermined risk levels; and

•	following sound management and governance practices while providing a challenging work environment where employees can develop their careers and earn appropriate rewards for their performance.

•	clearly links pay to performance;

•	achieves a balance between fixed compensation (base salary) and at risk compensation (annual cash incentive and equity awards). At risk compensation supports a pay-for-performance approach and links predetermined objectives, including Company performance, with at risk compensation, but is also capped to ensure that NEOs are not inappropriately motivated to maximize their at risk earnings;

•	ensures that long-term incentive awards in the form of equity are designed to align the NEOs’ interests with shareholders’ interests by emphasizing long-term business performance and overall PartnerRe success;

•	promotes retention of NEOs by providing long-term incentives; and

•	provides flexibility in form and structure of compensation to meet individual goals and time horizons.

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•

Annual audit of PartnerRe’s consolidated financial statements, including quarterly reviews, consultation on accounting issues, system control work, reports/reviews (Form 10-K, 10-Q, annual report, etc.), attendance at Audit Committee meetings, preparation of management letters, use of specialists in connection with the foregoing, and other services integral to audits of and expressing opinions on PartnerRe’s financial statements;

•	Annual audit of PartnerRe’s internal control over financial reporting, including interim procedures on Sections 302 and 404 of Sarbanes Oxley; consultation on internal control issues; system control work; use of specialists in connection with the foregoing; and other services integral to audits of and expressing opinions on PartnerRe’s internal control over financial reporting;

•	Consultation related to implementation of new accounting standards;

•	Audits of opening balance sheets of acquired companies and accounting consultations on acquisitions and proposed acquisitions where such services would otherwise be performed in the audit of PartnerRe’s consolidated financial statements;

•	Services related to procedures used to support the calculation of the gain or loss from dispositions and discontinued operations;

•	Preparation of compliance letters, agreed upon procedures, reviews, and similar reports related to audited financial statements;

•	Audits of financial statements and transactions included in consolidated financial statements that are used by lenders or filed with government and regulatory bodies, and similar reports, including affiliate transaction audits;

•	Services that result from the role of Deloitte Entities as independent auditor, such as reviews of SEC filings (including, but not limited to, registration statements under the Securities Act of 1933), consents, letters to underwriters, and other services;

•	Employee benefit plan audits where fees are paid by PartnerRe;

•	SSAE 16 attestation reports;

•	Electronic accounting research services;

•	Statutory audits and other regulatory reports, including but not limited to the audit of any Derivative Use Plans as required by the local regulators;

•	Review of financial statement tax provision and related disclosures; and

•	Merger and acquisition due diligence services.

•	Non-financial information systems/consulting;

•	Integration consulting services;

•	Review of third party specialist work related to appraisal and/or valuation services;

•	Actuarial consulting services—non-audit related;

•	Employee benefits consulting;

•	Training; and

•	Tax services—returns, tax planning and consultation.

•	Bookkeeping or other services related to our accounting records or financial statements;

•	Appraisal or valuation services or fairness opinions;

•	Management or human resources functions;

•	Broker-dealer, investment adviser, or investment banking services;

•	Legal services and expert services unrelated to the audit;

•	Internal audit outsourcing; and

•	Financial information systems design and implementation.

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•	A report summarizing the services provided by the Deloitte Entities and the fees paid for those services; and

•	A listing of newly pre-approved services since its last regularly scheduled meeting.

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assist the Board of Directors’ oversight of (i) the integrity of the Company’s financial statements (ii) the Company’s compliance with legal and regulatory requirements, including the preparation of the audit committee report required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s Annual Proxy Statement (iii) the independent auditor’s qualifications and independence and (iv) the performance of the Company’s internal audit function and independent auditors;

•	act as the designated independent audit committee for certain operating subsidiaries; and

•	meet regularly with management and internal and independent auditors and report on the execution of its duties and responsibilities to the Board of Directors.

1.	The Audit Committee will comprise at least three members of the Board of Directors.

2.	The Board of Directors, on the recommendation of the Nominating and Governance Committee, will appoint the members of the Audit Committee and will appoint one of them to be the Chairperson. Audit Committee members may be removed by the Board of Directors at any time.

3.

Each member of the Audit Committee shall meet the independence and experience requirements (including financial literacy) of Section 10A(m)(3) of the Securities Exchange Act of 1934 (including Rule 10A-3 thereunder) and the New York Stock Exchange. At least one member shall be designated as the “audit committee financial expert” as defined by the SEC and other applicable legislation and regulation.

4.	If any Audit Committee member serves on the audit committees of more than two public companies in addition to the Audit Committee, the Board of Directors must determine that such simultaneous service will not impair such member’s ability to serve effectively on the Audit Committee and disclose such determination in the Company’s Annual Proxy Statement.

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1.	Perform any specific oversight functions as requested by the Board of Directors.

2.	Meet with Company management, internal auditors, independent auditors, or outside counsel, as necessary.

3.	Retain such outside counsel, experts and other advisers as it determines appropriate to assist in the full performance of its functions.

4.	Conduct or authorize investigations into any matters within its scope of responsibilities as it deems appropriate.

5.	Review the internal audit function, including standards applicable to internal audits.

6.	Obtain any information it requires from any officers or employees, all of whom shall be directed to cooperate with the Audit Committee’s requests or the requests of external parties appointed by the Audit Committee.

1.

The Audit Committee shall be directly responsible for the appointment, retention and compensation, and oversight of the work of, any accounting firm(s) engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company (subject to shareholder ratification where applicable), including the resolution of any disagreements between management and the auditor regarding the Company’s financial reporting. Such firm(s) shall report directly to the Audit Committee.

2.	At least annually, review the independent auditors’ qualifications, performance and independence, which shall take into account the following (as well as any other matters the Audit Committee deems appropriate):

a.

review of a report from the independent auditors regarding (1) the independent auditors’ internal quality control procedures, (2) any material issues raised by the most recent internal quality control review or peer review of the independent auditors or by any inquiry or investigation by governmental or professional authorities in the last five years regarding any independent audits conducted by the independent auditors, and any steps taken to deal with such issues and (3) all relationships between the independent auditor and the Company;

b.	review of the independent auditor’s work throughout the year;

c.	receipt and discussion of the written disclosures and the letter from the independent auditors required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence;

d.	review of the any proposals for the Company to hire personnel at and above the level of officer in the Company from the independent auditor who were engaged on the Company’s account within the last 3 year period and establishment and periodic review of hiring policies for any current employees (and close relations) or former employees of the independent auditors;

e.	all relationships or arrangements between the independent auditor and the Company;

f.	an evaluation of the lead partner or any other partner of the independent auditors responsible for conducting or reviewing the audit (including an evaluation of the experience and qualifications of the senior members of the audit team), and consideration of whether such partners should be replaced more frequently than as required by law or the independent audit firm itself should be replaced; and

g.	the opinions of management and the Company’s internal auditors regarding the independent auditor’s performance.

3.

Pre-approve the audit services and non-audit services to be provided by the Company’s independent auditor, including the fees and terms for such services, before the auditor is engaged to render such services (except to the extent that such pre-approvals are not required under the Exchange Act and related rules and regulations), and a description of the policies and procedures related to such pre-approvals shall be required to be disclosed in the Company’s Annual Proxy Statement, and

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4.	Meet with the independent auditors prior to each annual audit to review the planning, scope, staffing, timing and coordination of the audit effort with internal audit.

5.	Ensure the Company maintains an internal audit function to provide management and the Audit Committee with ongoing assessments of the Company’s risk management processes, system of internal control and governance processes.

6.	At least once per year, review the performance of the Chief Audit Officer, and make recommendations to the Board and management regarding the responsibilities, proposed changes to remuneration, retention and/or replacement of the Chief Audit Officer. The Chief Audit Officer shall report directly to the Audit Committee.

7.	Review and approve the proposed internal audit plan and all major changes to the plan and results of completed audits. Review the responsibilities, budget, staffing of and any restrictions or limitations on the internal audit function, with management, internal auditors and the independent auditors.

8.	Review with the independent auditor any audit problems or difficulties (and management’s response thereto), including:

a.	any restrictions on the scope of the independent auditor’s activities or access to requested information and any significant disagreements with management;

b.	any accounting adjustments that were noted or proposed by the independent auditor but which were “passed” (as immaterial or otherwise);

c.	any communications between the audit team and the audit firm’s national office regarding auditing or accounting issues presented by the engagement; and

d.	any management or internal control letter issued, or proposed to be issued, by the independent auditor (and management’s responses) and any other significant suggestions for improvements provided by the independent auditors.

9.	Meet to review the annual audited financial statements. These reviews should include:

a.	Review of the annual report on Form 10-K, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

b.	Meeting with the independent auditors and management to discuss the Company’s annual audited financial statements;

c.	A discussion with the independent auditor of its responsibilities under generally accepted auditing standards and discuss significant findings, if any, from the audit; and

d.	A recommendation to the Board of Directors whether the financial statements should be included in the annual report on Form 10-K.

10.	Meet to review the quarterly financial statements (including the results of the independent auditors’ review of the quarterly financial statements). These reviews should include:

a.	A review of the quarterly report on Form 10-Q, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”; and

b.	Meeting with the independent auditor and management to discuss the Company’s unaudited quarterly financial statements.

11.	Meet periodically with each of the Chief Financial Officer, internal auditors and independent auditors in separate executive sessions from time to time as the Audit Committee deems appropriate.

12.	Review with management, the internal auditors, and/or the independent auditor, as appropriate, significant accounting policies and decisions, and disclosures relating thereto, including:

a.	the Company’s critical accounting policies and practices to be used in applicable SEC filings;

b.	any changes considered material by management, internal auditors and independent auditors relating to accounting rules proposed or effected by accounting or regulatory authorities;

c.	all alternative treatments of financial information within generally accepted accounting principles related to material items that have been discussed with management, including ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor;

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d.	any analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effect of alternative GAAP methods on the financial statements;

e.	any material financial arrangements of the Company which do not appear on the Company’s financial statements as determined by management, internal auditors and independent auditors;

f.	any significant proposed changes in the Company’s selection or application of accounting principles as recommended by management, internal auditors and independent auditors; and

g.	major issues as reported by management, internal auditors or independent auditors regarding accounting principles and financial statement presentations.

13.	Review and discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, if any.

14.	Review any transactions or course of dealing with parties related to the Company which are significant in size or that are relevant to an understanding of the Company’s financial statements.

15.

Review, in conjunction with the Chief Executive Officer and Chief Financial Officer, the Company’s disclosure controls and procedures and internal control over financial reporting, including whether there are any significant deficiencies and/or material weaknesses in the design or operation of such controls and any fraud involving management or other employees with a significant role in internal control over financial reporting. The Audit Committee shall also review any special audit steps adopted in light of significant control deficiencies.

1.	Review compliance with regulatory and legal matters, including:

a.	review findings of any examinations by regulatory agencies, such as the SEC or the Bermuda Monetary Authority, and any employee complaints or published reports which raise material issues regarding the Company’s financial statements or accounting policies;

b.	review with management and the Company’s counsel any major litigation or investigations against the Company and any other legal matters or new or proposed laws, rules and regulations that could have a significant impact on the Company’s financial statements, or its financial condition or results of operations; and

c.	receive and review reports emanating from issues arising in respect of the Company’s Code of Business Conduct and Ethics and ensure appropriate actions are taken.

2.

Review and discuss policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee shall receive (a) a summary of the Annual Risk Assessment as presented to the Risk and Finance Committee along with the input provided by the Risk and Finance Committee, and (b) a risk-based Audit Plan presented by the Chief Audit Officer considering the results of the risk assessment completed by the Group Risk Management Director.

3.	Establish and oversee procedures for (A) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal control, auditing or business conduct matters and (B) the confidential and/or anonymous submission by employees of the Company of concerns regarding questionable accounting, auditing or business practice matters.

4.	Prepare the audit committee report required by the SEC for inclusion in the Company’s Annual Proxy Statement.

1.	annually review and assess the adequacy of this charter and recommend any proposed changes to the Nominating and Governance Committee.

2.	annually review the performance of the Audit Committee and recommend any proposed changes to the Nominating and Governance Committee.

3.

make regular reports to the Board of Directors. Such reports shall include a review of any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the independence and performance of the Company’s independent auditor, the performance of the internal audit function and any other matters that the Audit Committee deems appropriate or is requested to be included by the Board of Directors.

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