Exhibit 10.9
	 

	 
		DATED August 11, 2004
	 

	 
		GREENLIGHT CAPITAL RE, LTD.
	 

	 
		- and -
	 

	 
		HSBC FINANCIAL SERVICES (CAYMAN)
		LIMITED
	 

	 
	 

	 

	 
		ADMINISTRATION AGREEMENT
	 

	 
	 

	 

	 
		 
	 

	 
		 
	 


	 
 

	 
		THIS AGREEMENT is made the 11th
		day of August, 2004
	 

	 
		BETWEEN:
	 

	 
			
				
				  (1)
				

			 	
				
				  GREENLIGHT CAPITAL RE, LTD. a
				  company incorporated under the laws of the Cayman Islands whose registered
				  office is at the offices of the Administrator specified immediately below (the
				  “Company”); and
				

			 

 

	 
			
				
				  (2)
				

			 	
				
				  HSBC FINANCIAL SERVICES (CAYMAN)
				  LIMITED, a company incorporated under the laws of the Cayman Islands whose
				  registered office is at Strathvale House, 90 North Church Street, P.O. Box
				  1109GT, George Town, Grand Cayman, Cayman Islands, British West Indies (the
				  “Administrator”).
				

			 

 

	 
		WHEREAS:
	 

	 
			
				
				  (A)
				

			 	
				
				  The Company is an exempted company
				  established in the Cayman Islands and empowered under the laws of the Cayman
				  Islands to issue and repurchase its own Shares (as defined below).
				

			 

 

	 
			
				
				  (B)
				

			 	
				
				  The Company has requested the
				  Administrator to provide in the Cayman Islands certain administrative,
				  accounting and banking services which the Administrator has agreed to do
				  subject to the terms and conditions hereinafter appearing.
				

			 

 

	 
		NOW IT IS HEREBY AGREED as follows:
	 

	 
		INTERPRETATION
	 

	 
			
				
				  1.
				

			 	
				
				  In this Agreement the following
				  words shall have the following meanings, if not inconsistent with the subject
				  or context:
				

			 

 

	 
		 
	 

	 
			
				
				  Words
				

			 	 	
				
				   
				

			 	
				
				  Meanings
				

			 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  “Articles”
				

			 	
				
				   
				

			 	
				
				  the memorandum of association and
				  articles of association of the Company for the time being in force;
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  “Directors”
				

			 	
				
				   
				

			 	
				
				  the directors of the Company for the
				  tune being or as the case may be the directors assembled as a board;
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  “Offering
				  Memorandum”
				

			 	
				
				   
				

			 	
				
				  the offering memorandum or other
				  offering document pursuant to which and on the terms and conditions of which
				  the Shares are offered for subscription, as amended or supplemented from time
				  to time;
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  “Register”
				

			 	
				
				   
				

			 	
				
				  the register of members of the
				  Company;
				

			 

 

	 
		 
	 

	 
		 
	 


	 
 

	 
		 
	 

	 
			
				
				  “Shareholders’
				  Agreement”
				

			 	
				
				   
				

			 	
				
				  shareholders’ agreement dated
				  as of Aug. 11, 2004, by and among, the Company and each of the other
				  signatories thereto;
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  “Shares”
				

			 	
				
				   
				

			 	
				
				  ordinary shares (including Class A
				  Ordinary Shares and Class B Ordinary Shares) of the Company in connection with
				  which the Administrator has been engaged to provide the services contemplated
				  hereby.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  “Subscription
				  Agreement”
				

			 	
				
				   
				

			 	
				
				  subscription agreement dated as of
				  the date of the last signature between the Company and the Subscribee
				  thereto.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  The clause headings are included for
				  convenience only and shall not affect the interpretation of this Agreement.
				  References to any provisions of any law or regulation shall be construed as
				  references to those provisions as amended, modified, re-enacted or replaced
				  from time to time.
				

			 

 

	 
		APPOINTMENT AND CONTROL
	 

	 
			
				
				  3.
				

			 	
				
				  The Company hereby appoints the
				  Administrator to be, and the Administrator hereby agrees to act as,
				  administrator of the Company in accordance with the Articles and the terms of
				  this Agreement.
				

			 

 

	 
			
				
				  4.
				

			 	
				
				  All activities engaged in under the
				  provisions of this Agreement by the Administrator on behalf of the Company
				  shall be subject to the overall policies, directions and control of the
				  Directors.
				

			 

 

	 
		ADMINISTRATION
	 

	 
			
				
				  5.
				

			 	
				
				  The Company hereby retains the
				  Administrator and the Administrator agrees to provide such services as are, and
				  subject to the terms and conditions, hereinafter set forth. The Administrator
				  will not have any responsibility or authority to make investment decisions, nor
				  to render any investment advice. The Company shall promptly supply to the
				  Administrator, or shall arrange for the Administrator to be supplied with, all
				  such information, documents and instructions as are required by the
				  Administrator to fulfil its obligations hereunder.
				

			 

 

	 
			
				
				  6.
				

			 	
				
				  The Administrator shall:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  provide general banking services in
				  such a manner as may be agreed upon in writing from time to time;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  at its own expense, provide or
				  procure such office accommodation, secretarial staff and other facilities as
				  may be required for the purpose of fulfilling its duties wider this
				  Agreement;
				

			 

 

	 
		 
	 

	 
		 
	 


	 
 

	 
			
				
				   
				

			 	
				
				  (c)
				

			 	
				
				  on behalf of the Company determine
				  in accordance with the Offering Memorandum and the Articles and directions in
				  that regard from the Directors and notify the Company of the book value per
				  share to be used in calculating the issue price and repurchase price (howsoever
				  defined in the Articles) of any Share of the Company to be issued or
				  repurchased in accordance with the Articles;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (d)
				

			 	
				
				  in providing the information set
				  forth in clause (c), be allowed to rely upon information provided to it by or
				  on behalf of the Company and/or any investment manager, investment adviser,
				  custodian or other service provider thereto and shall not be required to
				  independently verify or compute such information;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (e)
				

			 	
				
				  provide registered office
				  facilities, such facilities will include the filing of the Cayman Islands
				  annual return form, and all necessary filings required by the Companies Law of
				  the Cayman Islands;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (f)
				

			 	
				
				  receive on behalf of the Company
				  requests for the issue or repurchase of Shares and promptly notify the
				  Directors of the same and deal therewith in accordance with the provisions of
				  this Agreement, the Articles and the Subscription Agreement and, in particular,
				  on receipt of the relevant subscription moneys or on receipt from the Company
				  of confirmation that the necessary subscription moneys have been received shall
				  arrange to allot and issue Shares and/or transfer previously issued Shares, as
				  appropriate, in order to satisfy the relevant applications;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (g)
				

			 	
				
				  prepare and submit regular reports
				  not less frequently than monthly to the Company in respect of the
				  Company’s business in such form as may be agreed upon from time to
				  time;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (h)
				

			 	
				
				  maintain adequate systems for the
				  verification or identification of all persons interested in the Shares or other
				  securities of the Company, whether beneficially or otherwise, and record the
				  evidence establishing the identities of such persons and retain or procure the
				  retention of such evidence for a period of not less than seven years from the
				  date on which any such person became so interested and shall, during the said
				  period, promptly provide copies of such evidence to the Directors on
				  request;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  provide shareholder services
				  including, if requested, distribution and solicitation of proxies, the
				  coordination of annual and special shareholder meetings, acting as inspector of
				  elections, responding to shareholder written and telephonic communications,
				  and/or acting as transfer agent;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (j)
				

			 	
				
				  forthwith on receipt forward to or
				  deposit with or to the order of the Company all monies, bills and notes
				  received on behalf of the Company;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (k)
				

			 	
				
				  perform the duties of keeping the
				  accounts of the Company and such books and records as are required by the law
				  of the Cayman Islands, or as may from time to time be agreed in writing with
				  the Directors, and of preparing and forwarding to shareholders of the Company
				  all contract notes, certificates, cheques, warrants, 
				

			 

 

	 
		 
	 

	 
		 
	 


	 
 

	 
		statements and notices which the Directors
		are required to issue, send or serve in accordance with the Articles or the
		Shareholders’ Agreement;
	 

	 
			
				
				   
				

			 	
				
				  (l)
				

			 	
				
				  deal with and reply to all
				  correspondence and other communications addressed to the Company at its
				  registered office or at the address of the Administrator, whether in relation
				  to the subscription, purchase, transfer or repurchase of Shares or otherwise
				  PROVIDED THAT in the event of any dispute in connection with the issue,
				  ownership, transfer, repurchase or otherwise of any Shares the matter shall be
				  referred to the Directors, and the Administrator shall take such action as may
				  be required by the Company;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (m)
				

			 	
				
				  despatch to shareholders of the
				  Company and to the auditors of the Company such notices, reports, financial
				  statements and other written material as may be requested from time to time by
				  the Directors, and to assist as requested in the preparation thereof;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (n)
				

			 	
				
				  at any time during business hours to
				  permit any duly appointed agent or representative of the Company, at the
				  expense’ of the Company, to inspect the Register or any other documents or
				  records in relation to the Company kept by and in the possession of the
				  Administrator, and give such agent or representative during business hours all
				  information, explanations and assistance as such agent or representative may
				  reasonably require;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (o)
				

			 	
				
				  keep or arrange for the control of
				  the seal and any facsimile seals of the Company and procure that any
				  certificates for Shares (or such other evidence of such shares as the Directors
				  may determine in accordance with the Articles) shall be issued or cancelled
				  only in accordance with the provisions of the Articles and in the case of the
				  issue of Shares, after receipt by or on behalf of the Company of all payments
				  in respect of such issue;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (p)
				

			 	
				
				  keep safely such certificates or
				  such other evidence of Shares as aforesaid as may be designated for safekeeping
				  prior to issue from time to time by the Company, accept and keep certificates
				  or such other evidence as aforesaid tendered for replacement, repurchase or
				  transfer by the holders thereof in accordance with the provisions of the
				  Articles and accept and keep safely such forms and certificates as may be
				  submitted to them in connection with any such tender,
				

			 

 

	 
			
				
				   
				

			 	
				
				  (q)
				

			 	
				
				  maintain and safeguard the Register
				  and other documents in connection thereto and enter in the Register all
				  original issues of Shares and all transfers and repurchase of such Shares, all
				  in accordance with the provisions of the Articles and to prepare all such lists
				  of Shareholders of the Company as may be required by the Company;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (r)
				

			 	
				
				  keep confidential all documents,
				  materials and other information relating to the Company and, except as required
				  by law, not disclose any of the aforesaid without the prior written consent of
				  the Company, unless it shall in good faith determine that such disclosure is
				  necessary to protect the interests of the Administrator or if 
				

			 

 

	 
		 
	 

	 
		 
	 


	 
 

	 
		the Administrator is required to disclose
		information by any court or regulatory authority, whether or not in the Cayman
		Islands, having jurisdiction over the Administrator. In the event such
		disclosure is necessary, the Administrator, if legally permitted to do so,
		shall give the Company notice of the information to be disclosed as far in
		advance of its disclosure as practicable; and
	 

	 
			
				
				   
				

			 	
				
				  (s)
				

			 	
				
				  to use reasonable efforts to keep
				  the Company informed of all matters necessary to maintain the Company in good
				  standing under the laws of the Cayman Islands and to keep the Company informed
				  of developments in the Cayman Islands which may affect the business of the
				  Company.
				

			 
	 	
				
				  In the execution of its duties set
				  forth above, the Administrator shall have no discretion as to the selection of
				  the securities or any other assets of the Company which may form part of the
				  Company’s investment portfolio from time to time. In addition the
				  Administrator shall not be responsible for ensuring that the Company’s
				  investment transactions comply with the Company’s investment guidelines as
				  described in the Offering Memorandum or as may be amended or modified by the
				  Directors from time to time.
				

			 

 

	 
		AGENTS AND ADVICE
	 

	 
			
				
				  7.
				

			 	
				
				  The Administrator shall be at
				  liberty in the performance of its duties and in the exercise of any of the
				  powers and discretions vested in it hereunder to act by responsible officers or
				  a responsible officer for the time being. Further, the Administrator may act or
				  rely upon the opinion or advice of or any information obtained from any broker,
				  lawyer, valuer or other expert and the Administrator shall not be responsible
				  for any loss occasioned by its so acting.
				

			 

 

	 
			
				
				  8.
				

			 	
				
				  The Administrator may refer any
				  legal question to the legal advisers of the Company for the time being (whose
				  name shall from time to time be notified by the Company to the Administrator)
				  and may authorise any such legal advisers to take the opinion of counsel on any
				  matter or difficulty and may act on any opinion given by such legal advisers or
				  counsel without being responsible for the correctness thereof or for any result
				  which may follow from so doing.
				

			 

 

	 
		REGISTRATION OF TRANSFERS
	 

	 
			
				
				  9.
				

			 	
				
				  Subject to the overall written
				  direction of the Directors and to any written instructions to the contrary by
				  the Directors, the Administrator shall, on the Directors’ behalf, approve
				  and authorise the transfer of Shares and the issue to the transferee of the
				  appropriate share certificate or other evidence of title as the Directors may
				  permit.
				

			 

 

	 
		DEALINGS WITH OTHER PERSONS
	 

	 
			
				
				  10.
				

			 	
				
				  Its duties hereunder shall not
				  preclude the Administrator from providing services of a like nature to any
				  other person, firm or corporation. In so acting, the Administrator shall not be
				  deemed to be affected with notice of, or be under any duty to disclose to the
				  Company, any fact or thing which may come to the knowledge of the Administrator
				  or its servants or agents. The Administrator may acquire, hold or deal with for
				  its own account or the 
				

			 

 

	 
		 
	 

	 
		 
	 


	 
 

	 
		account of any customer or other person
		either in its own name or in the name of such customer or person or a nominee
		any Shares or securities for the time being issued by the Company or any
		investment in which the Company is authorised to invest and shall not be
		required to account to the Company for any profit arising from such
		acquisition, holding or dealing.
	 

	 
		REMUNERATION OF ADMINISTRATOR
	 

	 
			
				
				  11.
				

			 	
				
				  In consideration of the provision of
				  services hereunder, the Administrator shall be entitled to receive fees,
				  calculated from the effective date hereof, at the rates specified in the
				  Schedule hereto (or such rates as may from time to time be adjusted pursuant to
				  the terms hereof) comprising:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  a flat fee, payable on the effective
				  date hereof and on the first day of each quarter thereafter (being 1st.
				  January, 1st. April, 1st. July and 1st. October in each year) in respect of the
				  quarter (or partial quarter) in which the same is payable, which fee shall
				  accrue on a daily basis to the date of termination; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  fees for each manhour worked
				  (calculated on a pro rata basis for any part hours worked) during the preceding
				  quarter or partial quarter, payable on the last day of each quarter and on the
				  date of termination.
				

			 

 

	 
		Such fees will be automatically debited to
		the Company’s account with the Administrator on the days on which they are
		payable as aforesaid and statements in respect of the same will be forwarded to
		the Company within 28 days of the end of each quarter. The rates of such fees
		as specified in the Schedule to this Agreement may be amended at any time by
		the Administrator giving to the Company not less than 90 days notice in writing
		specifying the new rates which will apply at the expiry of such notice.
	 

	 
			
				
				  12.
				

			 	
				
				  In addition to the fees specified in
				  the immediately preceding clause, the Administrator shall be entitled to be
				  reimbursed for all government or similar fees, charges, taxes, duties and
				  imposts whatsoever levied on or in respect of the Company or its business as
				  may be properly incurred, as well as all reasonable out of pocket expenses
				  (including but not limited to telex, telefax, telephone, postage and
				  stationery) as the Administrator may incur in the execution of its duties
				  hereunder. The Administrator may debit the same to the Company’s account
				  with the Administrator at the time they are incurred PROVIDED ALWAYS
				  that the Administrator shall not be obliged to incur any disbursement on the
				  Company’s behalf unless in its sole determination there are sufficient
				  funds standing to the credit of Company’s account with the Administrator
				  to cover the full amount of all outstanding and anticipated fees and
				  disbursements for the Company.
				

			 

 

	 
			
				
				  13.
				

			 	
				
				  The Administrator shall be entitled
				  to retain for its own benefit and without accounting therefor any profit
				  arising out of its acting as banker of the Company.
				

			 

 

	 
		DELEGATION
	 

	 
			
				
				  14.
				

			 	
				
				  The Administrator shall be entitled
				  to delegate the whole or any part or parts of its functions, powers,
				  discretions, duties and obligations hereunder or any of them to any
				

			 

 

	 
		 
	 

	 
		 
	 


	 
 

	 
		 person, firm or corporation approved by the
		Company in writing. In the absence of wilful default of the Administrator in
		the supervision of any delegate, the Administrator shall not be liable to the
		Company for the acts or omissions of such delegates and shall be indemnified by
		the Company in accordance with the terms of this Agreement.
	 

	 
		TERMINATION
	 

	 
			
				
				  15.
				

			 	
				
				  The Administrator shall be entitled
				  to resign its appointment hereunder:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  by giving not less than ninety (90)
				  days notice in writing to the Company;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  forthwith upon giving notice in
				  writing if the Company shall commit any breach of its obligations under this
				  Agreement and shall fall within thirty (30) days of receipt of written notice
				  served by the Administrator requiring it so to do, to make good such
				  breach;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (c)
				

			 	
				
				  forthwith upon giving notice in
				  writing to the Company if the Company shall go into liquidation (except a
				  voluntary liquidation for the purpose of reconstruction or amalgamation upon
				  terms previously approved in writing by the Administrator) or if a receiver of
				  any assets of the Company is appointed; or
				

			 

 

	 
			
				
				   
				

			 	
				
				  (d)
				

			 	
				
				  forthwith, upon giving notice in
				  writing after or repurchase of all of the Shares.
				

			 

 

	 
			
				
				  16.
				

			 	
				
				  The Company may terminate the
				  appointment of the Administrator:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  by giving not less than ninety (90)
				  days notice in writing to the Administrator,
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  forthwith, upon giving notice in
				  writing if the Administrator shall commit any breach of its obligations under
				  this Agreement and shall fail within thirty (30) days of receipt of notice
				  served by the Company requiring it so to do, to make good such breach;
				  or
				

			 

 

	 
			
				
				   
				

			 	
				
				  (c)
				

			 	
				
				  forthwith, upon giving notice in
				  writing to the Administrator;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  if the Administrator goes into
				  liquidation (except a voluntary liquidation for the purpose of reconstruction
				  or amalgamation upon terms previously approved in writing by the Company) or if
				  a receiver is appointed of any of the assets of the Administrator,
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  on the redemption or repurchase of
				  all of the Shares.
				

			 

 

	 
			
				
				  17.
				

			 	
				
				  Termination of the appointment of
				  the Administrator under the provisions of the preceding clauses shall be
				  without prejudice to the provisions of clauses 22 and 23 or either party’s
				  rights with respect to any antecedent breach hereof by the other. The
				  Administrator shall be entitled to receive all fees and other monies accrued
				  due up to the date of such termination but shall not be entitled to
				  compensation in respect of such termination.
				

			 

 

	 
		 
	 

	 
		 
	 


	 
 

	 
			
				
				  18.
				

			 	
				
				  The Administrator shall, on the
				  termination of its appointment under the provisions of the preceding
				  clauses:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  deliver to such persons, as the
				  Directors may direct, all books of account, registers, correspondence and
				  records of all and every description relating to the affairs of the Company
				  which are in its possession; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  have the right by written request to
				  require the Company in all letterheads and any other material made available to
				  investors to state in a prominent position and in prominent type (as may
				  reasonably be approved by the Administrator) that the Administrator and its
				  delegate(s) (if any) have ceased to provide any services to the Company.

				

			 

 

	 
		PROVIDED THAT the Administrator shall have the right at any time
		within seven (7) years after the termination of its appointment as the
		Company’s administrator to inspect such books and records of the Company
		and to make copies thereof or extracts therefrom.
	 

	 
		ASSIGNMENT
	 

	 
			
				
				  19.
				

			 	
				
				  Without prejudice to clause 14,
				  neither the benefit nor the burden of this Agreement shall be assigned by
				  either party save with the consent of the other party.
				

			 

 

	 
		INSTRUCTIONS
	 

	 
			
				
				  20.
				

			 	
				
				  Until and unless otherwise amended
				  by valid resolution of the Directors (a certified copy of which shall be
				  delivered to the Administrator) the Administrator shall be entitled to assume
				  that the approval and authorisation of the Company of any act, deed, document,
				  matter or thing has been given if it shall have been notified whether in
				  writing, by telephone, telecopier, e-mail, cable or other electronic method of
				  communication by any one of the following (or any person whom the Administrator
				  believes to be one of the following):
				

			 

 

	 
		Alan Brooks
	 

	 
		David Einhorn
	 

	 
		Ian Isaacs
	 

	 
		Frank Lackner
	 

	 
		Joseph Platt
	 

	 
		Daniel Roitman
	 

	 
		and it shall not be obliged to make further
		enquiry thereafter of the Company and shall be under no liability or obligation
		whatsoever to the Company for so assuming and relying whether or not such
		approval or authorisation has been actually given; provided always that the
		Administrator shall not act upon any instructions to make payments on behalf of
		the Company which are notified by e-mail.
	 

	 
		 
	 

	 
		 
	 


	 
 

	 
		NOTICES
	 

	 
			
				
				  21.
				

			 	
				
				  Any notice given hereunder shall be
				  in writing and shall be delivered by hand or mailed to the address of the
				  relevant party set out herein or such other address as such party may from time
				  to time notify in writing and where mailed shall be deemed to have been duly
				  given on the fifth day after the date of mailing. In the case of notice to the
				  Company, a copy shall also be delivered by hand or mailed to:
				

			 

 

	 
		Akin Gump Strauss Hauer & Feld
		LLP
	 

	 
		590 Madison Avenue
	 

	 
		New York, New York 10022
	 

	 
		Attn: Kerry E. Berchem, Esq.
	 

	 
		LIABILITY OF ADMINISTRATOR AND
		INDEMNITY
	 

	 
			
				
				  22.
				

			 	
				
				  The Administrator shall not be
				  liable for any damage, loss, costs or expenses whatsoever to or of the Company
				  at any time from any cause whatsoever unless caused by the Administrator’s
				  own negligence, dishonesty, fraud or wilful default.
				

			 

 

	 
			
				
				  23.
				

			 	
				
				  The Company agrees to indemnify and
				  hold harmless the Administrator, its successors and assigns and their
				  respective directors and officers and employees present and future
				  (collectively, the “Indemnified Persons”) and each of them, as the
				  case may be, against any liability, action, proceedings, claim, demand, costs,
				  damages or expenses whatsoever (including legal costs and expenses arising
				  therefrom or incidental thereto) which they or any of them may incur or be
				  subject to in consequence of this Agreement or as a result of the performance
				  of the functions and services provided for hereunder except as a result of
				  negligence, dishonesty, fraud or wilful default of any of the Indemnified
				  Persons and this indemnity shall expressly inure to the benefit of any such
				  person existing or future.
				

			 

 

	 
			
				
				  24.
				

			 	
				
				  The Administrator shall not be
				  required to take any legal action on behalf of the Company unless fully
				  indemnified to its satisfaction.
				

			 

 

	 
			
				
				  24A
				

			 	
				
				  If any third party makes a claim
				  against, or notifies an intention to make a claim against the Company (a
				  “relevant claim”), the Administrator shall:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  as soon as reasonably practicable
				  give written notice of that matter to the Company, specifying in reasonable
				  detail the nature of the relevant claim;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  not make any admission of liability,
				  or come to any agreement or compromise in relation to the relevant claim,
				  without the prior written consent of the Company (such consent not to be
				  unreasonably withheld or delayed);
				

			 

 

	 
			
				
				   
				

			 	
				
				  (c)
				

			 	
				
				  give the Company and its
				  professional advisers reasonable access to the premises and personnel of the
				  Administrator and to any relevant assets, accounts, documents and records
				  within the power or control of the Administrator so as to enable the Company
				  and its professional advisers to examine such premises, assets, accounts,
				  documents and records and to take copies at their own expense for the purpose
				  of assessing the merits of the relevant claim;
				

			 

 

	 
		 
	 

	 
		 
	 


	 
 

	 
			
				
				   
				

			 	
				
				  (d)
				

			 	
				
				  subject to the Company indemnifying
				  the Administrator to the Administrator’s reasonable satisfaction against
				  any liability, costs, damages or expenses which may be incurred, take such
				  action as the Company may reasonably request to avoid, dispute, resist,
				  compromise or defend the relevant claim.
				

			 

 

	 
		RECORDS
	 

	 
			
				
				  25.
				

			 	
				
				  The Company specifically grants the
				  Administrator the right to destroy all books of account, correspondence and
				  other records of all and every description relating to the business of the
				  Company which are in the Administrator’s possession on or after the
				  seventh anniversary of the date of the final liquidation of the Company or its
				  striking from the Register of Companies of the Cayman Islands or the lapsing or
				  settlement of any cause of action whichever is the later.
				

			 

 

	 
		DUTIES OF THE COMPANY
	 

	 
			
				
				  26.
				

			 	
				
				  The Company shall:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  provide the Administrator with
				  properly certified copies or authenticated copies of the Articles and all
				  amendments thereto and of such resolutions, votes and other proceedings as may
				  be necessary for the Administrator to carry out its functions hereunder,

				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  promptly provide the Administrator
				  with any amendments to the Offering Memorandum or any new Offering Memorandum
				  issued by the Company; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (c)
				

			 	
				
				  promptly provide the Administrator
				  with any amendments to the Shareholders’ Agreement.
				

			 

 

	 
		RIGHTS OF ADMINISTRATOR
	 

	 
			
				
				  27.
				

			 	
				
				  Notwithstanding any other provision
				  of this Agreement, the Administrator reserves the right to request such
				  information as is necessary to verify the identity of any investor or
				  prospective investor in the Company or to otherwise comply with the Proceeds of
				  Criminal Conduct Law (2001 Revision) of the Cayman Islands and the Regulations
				  or Guidance Notes issued pursuant thereto or any other law or regulation to
				  which, the Company or the Administrator may be subject. In the event of delay
				  or failure by an investor, the Company or any other person to produce any such
				  information required for verification purposes, the Administrator shall be
				  entitled to refuse to accept or process any application for Shares and the
				  subscription monies relating thereto, and may also refuse to process a
				  repurchase until such proper information has been provided. The Company shall
				  indemnify and hold harmless the Administrator and each of its directors,
				  officers and employees against any loss, claim, cost, damage or expense arising
				  as a result of a failure to process any application or repurchase if such
				  information as has been required by the Administrator has not been provided or
				  which the Company or the Administrator may otherwise suffer as a result of any
				  violations of law committed by an investor or other third party.
				

			 

 

	 
		 
	 

	 
		 
	 


	 
 

	 
		CONFIDENTIALITY
	 

	 
			
				
				  28.
				

			 	
				
				  Each party undertakes that it will
				  not at any time hereafter use, divulge or communicate to any person, except to
				  its professional representative or advisers or as may be required by law or any
				  legal or regulatory authority, any confidential information concerning the
				  business or affairs of the other party which may have or may in future come to
				  its knowledge and each of the parties shall use its reasonable endeavours to
				  prevent the publication or disclosure of any confidential information
				  concerning such matters.
				

			 

 

	 
		COUNTERPARTS
	 

	 
			
				
				  29.
				

			 	
				
				  This Agreement may be executed in
				  separate counterparts, each of which, when executed and delivered, shall be an
				  original, and all counterparts together shall constitute one and the same
				  instrument.
				

			 

 

	 
		SEVERANCE
	 

	 
			
				
				  30.
				

			 	
				
				  If any provision herein shall be
				  determined to be invalid or unenforceable in whole or in part for any reason
				  whatsoever, such invalidity or unenforceability shall not affect the remaining
				  provisions or any part thereof contained within this Agreement and such invalid
				  or unenforceable provisions shall be deemed to be severable from any other
				  provision or part thereof herein contained.
				

			 

 

	 
		GOVERNING LAW AND JURISDICTION

	 

	 
			
				
				  31.
				

			 	
				
				  This Agreement shall be governed by
				  and construed in accordance with the laws of the Cayman Islands. Each party
				  irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of
				  the Cayman Islands over any claim or matter arising under or in connection with
				  this Agreement.
				

			 

 

	 
		EFFECTIVE DATE
	 

	 
			
				
				  32.
				

			 	
				
				  The effective date of this Agreement
				  shall be July 13, 2004.
				

			 

 

	 
		The remainder of this page is
		intentionally left blank.
	 

	 
		 
	 

	 
		 
	 


	 
 

	 
		IN WITNESS WHEREOF the parties hereto have
		executed this Agreement the day and year first hereinbefore written.
	 

	 
		 
	 

	 
			
				
				  Signed for and on behalf of
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  GREENLIGHT CAPITAL RE, LTD.
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  by Alan Brooks
				

			 	
				
				   
				

			 	
				
				  ) 
				

			 	
				
				  /s/ Alan Brooks
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  in the presence of:
				

			 	
				
				   
				

			 	
				
				  ) 
				

			 	
				
				  /s/ David Einhorn
				

			 

 

	 
		 
	 

	 
			
				
				  /s/ J. Paul Drake
				

			 	
				
				   
				

			 
	
				
				  Witness
				

			 	
				
				   
				

			 
	
				
				  Address:
				

			 	
				
				  PO Box 4484 
				

			 	
				
				   
				

			 
	
				
				  
  
				

			 	
				
				  Grand Cayman
				

			 
	
				
				  
  
				

			 	
				
				   
				

			 
	  	
				
				   
				

			 	
				
				   
				

			 
	
				
				  and by David Einhorn
				

			 

 

	 
		 
	 

	 
			
				
				  in the presence of:
				

			 
	
				
				  /s/ Daniel Roitman
				

			 	
				
				   
				

			 
	
				
				  Witness
				

			 	
				
				   
				

			 
	
				
				  Address:
				

			 	
				
				   140 E. 45 Street
				

			 	
				
				   
				

			 
	
				
				  
  
				

			 	
				
				  New York, NY 10017
				

			 
	
				
				  
  
				

			 	
				
				   
				

			 
	  	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  Signed for and on behalf of
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  HSBC FINANCIAL SERVICES
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  (CAYMAN) LIMITED
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  by
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  in the presence of:
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 
	
				
				  Witness
				

			 	
				
				   
				

			 
	
				
				  Address:
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
  
				

			 	
				
				   
				

			 
	  	
				
				   
				

			 	
				
				   
				

			 
			

 

	 
		 
	 



	 
 

	 
		SCHEDULE 1
	 

	 
		It is hereby understood and agreed that the
		following fees will be payable to the Administrator:
	 

	 
			
				
				  (a)
				

			 	
				
				  in respect of clause 11(a) the sum
				  of US$3,740 per annum.
				

			 

 

	 
			
				
				  (b)
				

			 	
				
				  in respect of clause 11(b) the scale
				  of fees per man hour are deemed to be as follows:
				

			 

 

	 
		 
	 

	 
			
				
				   
				  
				

			 	
				
				  Director and Assistant
				  Director
				

			 	
				
				  US$280.00
				

			 
	
				
				   
				

			 	
				
				  Manager and Assistant Manager

				

			 	
				
				  US$190.00
				

			 
	
				
				    
				

			 	
				
				  Account Manager
				

			 	
				
				  US$150.00
				

			 
	
				
				   
				

			 	
				
				  Assistant Account Manager
				

			 	
				
				  US$105.00