Exhibit 10.6







Board of Directors 

Compensation Program

As Approved

          10 May 2005 


 



     















	PartnerRe Ltd. Board
          of Directors Compensation Policy 
	
          



PartnerRe has developed a Board of Directors Compensation Policy to
address specific objectives: 


	
Establish competitive pay levels on a total compensation basis
	
Align the interests of Directors and shareholders by using equity as a major component of the total compensation package
	
Establish one approach to Director compensation in recognition of PartnerRe’s strategy to rotate Directors’ committee assignments periodically
	
Demonstrate good governance and corporate responsibility



As part of the new compensation policy for the members of the Board of Directors and as approved by the Nominating and Governance Committee, PartnerRe offers a competitive mix of cash and equity compensation for each
Director and for the Chairman.


The total compensation package for Director service consists of three components 
	
Cash compensation
	
Stock Options
	
Restricted Stock Units (RSU’s)


	Cash Compensation           
	
          



Members of the Board of Directors are entitled to receive cash compensation on a quarterly basis for their services. 




	

        	
Annually
        	
Quarterly
        
	
Chairman
        	
$180,000
        	
$45,000
        
	
Director
        	
$50,000
        	
$12,500
        




	Elective Equity Incentive
	
          




Deferred Cash Compensation 


Members of the Board may elect to defer part or all of their cash compensation into RSU’s. Election options include deferral of 0%, 50% or 100% of cash compensation.


Deferred cash compensation is converted into immediately vested RSU’s with a minimum delivery date restriction of 5 years. The Director may elect to extend the delivery date restriction to 10 years or 15 years from
grant. 


Company Match 


Should a Board member elect to defer cash into RSU’s, deferred amounts would receive an additional matching award of 25% of the deferred dollar amount. The matching award would be granted in immediately vested
RSU’s with a minimum deliver date restriction of 5 years, extendable to 10 years or 15 years from grant. 


2














	Stock Options
	
          




Members of the Board of Directors are entitled to receive a number of stock options annually on the date of the shareholders Annual General Meeting with a grant-date Fair Value equal to $100,000. The Fair Value of stock
options granted to the Chairman will be $120,000 



	 	
Annually
        
	
Chairman
        	
$120,000
        
	
Director
        	
$100,000
        





Director (including Chairman) stock option awards are immediately vested and the grant price of the stock option awards is equal to the average of highest and lowest sale price on trading day immediately preceding the grant
date, as per the shareholder approved 2003 Non-Employee Directors’ Stock Plan.


RSU’s 


Members of the Board of Directors are entitled to receive RSU’s on a quarterly basis for their services. The number of RSU’s awarded is determined by the dollar value award divided by the fair market value of
PartnerRe Ltd. Common Shares on the grant date. 

	 	
Annually
        	
Quarterly
        
	
Chairman
        	
$100,000
        	
$25,000
        
	
Director
        	
$80,000
        	
$20,000
        





RSU awards are immediately vested with a minimum delivery date restriction of 5 years. The Director may elect to extend the delivery date restriction to 10 years or 15 years from grant. 


Dividend Equivalents 


All RSU awards will receive quarterly dividend equivalent payments, payable in cash. These will be paid at the same time as the Company pays its Common Share dividends.


Delivery Date Restrictions 


All RSU awards will have a minimum delivery date restriction of 5 years, extendable at the election of the Director to 10 years or 15 years from grant date. If a Director terminates his/her directorship for any reason other
than death, delivery date restrictions still apply. In the case of death, shares are immediately delivered. 

	Ownership Target
	
          



Directors are expected to hold shares plus RSUs equal
to at least four times the annual cash retainer.

3














	Travel 
	
          


The Company agrees to reimburse all business expenses
 related to services rendered as a Director of PartnerRe Ltd.



4