On February 11, 2013, PartnerRe Ltd. (the "Company") announced that it had priced an offering of 10,000,000 shares of its 5.875% Series F Non-Cumulative Redeemable Preferred Shares (liquidation preference $25.00 per share, par value $1.00 per share) (the "Series F Preferred Shares") for an aggregate purchase price of $250 million (the "Offering"). In connection with the Offering, the Company entered into an Underwriting Agreement (the "Underwriting Agreement"), by and among the Company and UBS Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto (the "Underwriters"), for the sale by the Company of the Series F Preferred Shares. The Company intends to use the net proceeds of the Offering, together with available cash, for the redemption of $290 million aggregate liquidation value of the Company's Series C Cumulative Redeemable Preferred Shares. The Series F Preferred Shares were registered with the United States Securities Exchange Commission pursuant to the Company's shelf registration statement on Form S-3 (Reg. No. 333-180628). The Series F Preferred Shares are expected to trade on the New York Stock Exchange under the symbol "PRE PrF".

The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions. The Offering is expected to close on February 14, 2013.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and incorporated by reference herein.

On February 14, 2013, the Company issued the 10,000,000 shares of Series F Preferred Shares pursuant to the Certificate of Designation, Preferences and Rights of 5.875% Series F Non-Cumulative Redeemable Preferred Shares (the "Certificate of Designation"). The Series F Preferred Shares will pay dividends, when, as and if declared, at an annual dividend rate of 5.875% and will have a liquidation preference and redemption value of $25.00 per share. The Company may redeem the Series F Preferred Shares at any time on or after March 1, 2018, or earlier upon the occurrence of a "capital disqualification event" or certain tax events as described in the Certificate of Designation.

Pursuant to the Certificate of Designation, the Series F Preferred Shares rank senior to the Company's common shares and pari passu with the Company's 6.75% Series C Cumulative Redeemable Preferred Shares, 6.50% Series D Cumulative Redeemable Preferred Shares and 7.25% Series E Cumulative Redeemable Preferred Shares with respect to the payment of dividends and distributions upon the Company's liquidation, dissolution or winding up, each in proportion to their respective amounts of declared but unpaid or accrued and unpaid dividends per share or liquidation preferences, without priority of one over the other.

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed hereto as Exhibit 3.1 and incorporated by reference herein. The form of share certificate for any Series F Preferred Shares that may be issued in certificated form is filed hereto as Exhibit 4.1 and incorporated herein by reference.

The description contained under Item 3.03 above is incorporated by reference in its entirety into this Item 5.03.

A copy of the opinion of Mr. Jean-Paul Dyer, Associate General Counsel for the Company, dated February 14, 2013, relating to the validity of the Series F Preferred Shares, is filed hereto as Exhibit 5.1.

(d) Exhibits.

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Exhibit
  No.                                     Description

1.1          Underwriting Agreement dated February 11, 2013, among the Company and
             UBS Securities LLC, Citigroup Global Markets Inc., Credit Suisse
             Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith
             Incorporated and Wells Fargo Securities, LLC, as representatives of
             the several underwriters listed in Schedule I thereto.

3.1          Certificate of Designation, Preferences and Rights of 5.875% Series F
             Non-Cumulative Redeemable Preferred Shares of the Company

4.1          Specimen 5.875% Series F Non-Cumulative Redeemable Preferred Share of
             the Company

5.1          Opinion of Mr. Jean-Paul Dyer, Associate General Counsel for the
             Company, dated February 14, 2013, relating to the validity of the
             Series F Preferred Shares.

23.1         Consent of Mr. Jean-Paul Dyer, Associate General Counsel for the
             Company (included in Exhibit 5.1 above).