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                                                                    Exhibit 4.28

                          CERTIFICATE OF INCORPORATION

                                       OF

                            PARTNERRE FINANCE II INC.



                                 * * * * * * * *

         1. The name of the corporation (the "Corporation") is:

                     PartnerRe Finance II Inc.

         2. The address of its registered office in the State of Delaware is
2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware,
19808. The name of the registered agent of the Corporation at such address is
Corporation Service Company.

         3. The nature of the business or purposes to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

         4. The total number of shares of stock which the Corporation shall have
authority to issue is 100 shares of Common Stock, each of which shall have a par
value of one dollar ($.01) per share.

         5. The name and mailing address of the incorporator (the
"Incorporator") is as follows:

                     Stuart A. Rubin
                     Willkie Farr & Gallagher
                     787 Seventh Avenue
                     New York, New York 10019

         6. The powers of the Incorporator shall terminate upon the filing of
this Certificate of Incorporation and the names and mailing addresses of the
persons who shall serve as directors until the first annual meeting of
stockholders or until their successors are elected and qualify are as follows:

Patrick A. Thiele          Albert A. Benchimol          Christine Patton
c/o PartnerRe Ltd.         c/o PartnerRe Ltd.           c/o PartnerRe Ltd.
96 Pitts Bay Road          96 Pitts Bay Road            96 Pitts Bay Road
Pembroke HM 08             Pembroke HM 08               Pembroke HM 08
Bermuda                    Bermuda                      Bermuda

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         7.  In furtherance and not in limitation of the powers conferred by
statute, the by-laws of the Corporation may be made, altered, amended or
repealed by the stockholders or by the board of directors.

         8.  Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.

         9.  Elections of directors need not be by written ballot.

         10. (a) The Corporation shall indemnify to the fullest extent permitted
under and in accordance with the laws of the State of Delaware any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent of or in any
other capacity with another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

         (b) Expenses incurred in defending a civil or criminal action, suit or
proceeding shall (in the case of any action, suit or proceeding against a
director of the Corporation) or may (in the case of any action, suit or
proceeding against an officer, trustee, employee or agent) be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board upon receipt of an undertaking by or on
behalf of the indemnified person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article.

         (c) The indemnification and other rights set forth in this paragraph
shall not be exclusive of any provisions with respect thereto in the By-Laws or
any other contract or

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agreement between the Corporation and any officer, director, employee or agent
of the Corporation.

         (d)   Neither the amendment nor repeal of this paragraph 9,
subparagraph (a), (b) or (c), nor the adoption of any provision of this
Certificate of Incorporation inconsistent with paragraph 9, subparagraph (a),
(b) or (c), shall eliminate or reduce the effect of this paragraph 9,
subparagraphs (a), (b) and (c), in respect of any matter occurring before such
amendment, repeal or adoption of an inconsistent provision or in respect of any
cause of action, suit or claim relating to any such matter which would have
given rise to a right of indemnification or right to receive expenses pursuant
to this paragraph 9, subparagraph (a), (b) or (c), if such provision had not
been so amended or repealed or if a provision inconsistent therewith had not
been so adopted.

         (e)   No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (a) shall be liable
under Section 174 of the General Corporation Law of the State of Delaware or any
amendment thereto or successor provision thereto, or (b) shall be liable by
reason that, in addition to any and all other requirements for liability, he:

         (i)   shall have breached his duty of loyalty to the Corporation or its
    stockholders;

         (ii)  shall not have acted in good faith or, in failing to act, shall
    not have acted in good faith;

         (iii) shall have acted in a manner involving intentional misconduct or
    a knowing violation of law or, in failing to act, shall have acted in a
    manner involving intentional misconduct or a knowing violation of law; or

         (iv)  shall have derived an improper personal benefit.