Exhibit 10.11
	 

	 
		 
	 

	 
		FORM OF DEED OF INDEMNITY
	 

	 
		This Deed of Indemnity (this
		“Deed”) dated the _______ day of ____________, by and between
		Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the
		“Company”),
		and ____________, an individual (“Indemnitee”).
	 

	 
		RECITALS
	 

	 
		A. Competent and experienced persons are
		reluctant to serve or to continue to serve as directors and officers of
		companies or in other capacities unless they are provided with adequate
		protection through insurance or indemnification (or both) against claims
		against them arising out of their service and activities on behalf of a
		company.
	 

	 
		B. The Board of Directors of the Company
		(the “Board of
		Directors”) has
		determined that the continuation of present trends in litigation will make it
		more difficult to attract and retain competent and experienced persons to serve
		as directors and officers of the Company, that this situation is detrimental to
		the best interests of the Company’s shareholders and that the Company
		should act to assure such persons that there will be increased certainty of
		adequate protection in the future.
	 

	 
		C. As a supplement to and in the furtherance
		of the provisions regarding the indemnification and limitation of liability of
		directors and officers of the Company that are contained in the Memorandum of
		Association and Articles of Association of the Company, as amended
		(“Memorandum and
		Articles”), it is
		reasonable, prudent, desirable and necessary for the Company contractually to
		obligate itself to indemnify, and to pay in advance expenses on behalf of,
		officers and directors to the fullest extent permitted by law so that they will
		serve or continue to serve the Company free from concern that they will not be
		so indemnified and that their expenses will not be so paid in advance; 
	 

	 
		D. This Deed is not a substitute for, nor
		does it diminish or abrogate any rights of Indemnitee under the Memorandum and
		Articles or any resolutions adopted pursuant thereto (including any contractual
		rights of Indemnitee that may exist).
	 

	 
		E. Indemnitee is a director and/or officer
		of the Company and his or her willingness to continue to serve in such capacity
		is predicated, in substantial part, upon the Company’s willingness to
		indemnify him or her to the fullest extent permitted by the laws of the Cayman
		Islands and upon the other undertakings set forth in this Deed.
	 

	 
		 
	 

	 
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		AGREEMENT
	 

	 
		NOW, THEREFORE, in consideration of the premises and covenants
		contained herein, the Company and Indemnitee hereby agree as follows:
	 

	 
		ARTICLE 1
	 

	 
		CERTAIN DEFINITIONS
	 

	 
		Capitalised terms used but not otherwise
		defined in this Deed have the meanings set forth below:
	 

	 
		“Corporate Status” means the status of a person who is or was
		a director, officer, employee, partner, member, manager, trustee, fiduciary or
		agent of the Company or of any other Enterprise which such person is or was
		serving at the request of the Company. In addition to any service at the actual
		request of the Company, Indemnitee will be deemed, for purposes of this Deed,
		to be serving or to have served at the request of the Company as a director,
		officer, employee, partner, member, manager, trustee, fiduciary or agent of
		another Enterprise if Indemnitee is or was serving as a director, officer,
		employee, partner, member, manager, fiduciary, trustee or agent of such
		Enterprise and (i) such Enterprise is or at the time of such service was a
		Controlled Affiliate, (ii) such Enterprise is or at the time of such service
		was an employee benefit plan (or related trust) sponsored on maintained by the
		Company or a Controlled Affiliate or (iii) the Company or a Controlled
		Affiliate directly or indirectly caused Indemnitee to be nominated, elected,
		appointed, designated, employed, engaged or selected to serve in such
		capacity.
	 

	 
		“Controlled Affiliate”
		means any company, limited
		liability company, partnership, joint venture, trust or other Enterprise,
		whether or not for profit, that is directly or indirectly controlled by the
		Company. For purposes of this definition, the term “control” means
		the possession, directly or indirectly, of the power to direct, or cause the
		direction of, the management or policies of an Enterprise, whether through the
		ownership of voting securities, through other voting rights, by contract or
		otherwise; provided,
		however, that direct or indirect
		beneficial ownership of capital stock or other interests in an Enterprise
		entitling the holder to cast 30% or more of the total number of votes generally
		entitled to be cast in the election of directors (or persons performing
		comparable functions) of such Enterprise will be deemed to constitute
		“control” for purposes of this definition. 
	 

	 
		“Disinterested
		Director” means a director of
		the Company who is not and was not a party to the Proceeding in respect of
		which indemnification is sought by Indemnitee.
	 

	 
		“Enterprise”
		means the Company and any other
		company, partnership, limited liability company, joint venture, employee
		benefit plan, trust or other entity or other enterprise of which Indemnitee is
		or was serving at the request of the Company in a Corporate Status.
	 

	 
		“Expenses” means all reasonable attorney’s fees,
		disbursements and retainers, court costs, transcript costs, fees of experts,
		witness fees, travel expenses, duplicating costs, printing and binding costs,
		telephone charges, postage, fax transmission charges, secretarial services,
		
	 

	 
		 
	 

	 
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		delivery service fees and all other
		reasonable disbursements or expenses paid or incurred in connection with
		prosecuting, defending, preparing to prosecute or defend, investigating, being
		or preparing to be a witness in, or otherwise participating in, a Proceeding,
		or in connection with seeking indemnification under this Deed or under the
		Memorandum and Articles. Expenses will also include Expenses paid or incurred
		in connection with any appeal resulting from any Proceeding, including the
		premium, security for and other costs relating to any appeal bond or its
		equivalent. Expenses, however, will not include amounts paid in settlement by
		Indemnitee or the amount of judgments or fines against Indemnitee. 
	 

	 
		“Independent
		Counsel” means an attorney or
		firm of attorneys that is experienced in matters of company law and neither
		currently is, nor in the past five (5) years has been, retained to represent:
		(i) the Company or Indemnitee in any matter material to either such party
		(other than with respect to matters concerning the Indemnitee under this Deed
		and/or the indemnification provisions of the Memorandum and Articles, or of
		other indemnitees under similar indemnification agreements), or (ii) any other
		party to the Proceeding giving rise to a claim for indemnification hereunder.
		Notwithstanding the foregoing, the term “Independent Counsel” does
		not include any person who, under the applicable standards of professional
		conduct then prevailing, would have a conflict of interest in representing
		either the Company or Indemnitee in an action to determine Indemnitee’s
		rights under this Deed.
	 

	 
		“Losses” means any loss, liability, judgments,
		damages, amounts paid in settlement, fines (including stamp duties, taxes and
		penalties assessed with respect to employee benefit plans), penalties (whether
		civil, criminal or otherwise) and all interest, assessments and other charges
		paid or payable in connection with or in respect of any of the
		foregoing.
	 

	 
		“Proceeding” means any threatened, pending or completed action,
		suit, claim, demand, arbitration, alternate dispute resolution mechanism,
		investigation, inquiry, administrative hearing or any other actual, threatened
		or completed proceeding, including any and all appeals, whether brought by or
		in the right of the Company or otherwise, whether civil, criminal,
		administrative or investigative, whether formal or informal, and in each case
		whether or not commenced prior to the date of this Deed, in which Indemnitee
		was, is or will be involved as a party or otherwise, by reason of or relating
		to Indemnitee’s Corporate Status and by reason of or relating to either
		(i) any action or alleged action taken by Indemnitee (or failure or alleged
		failure to act) or of any action or alleged action (or failure or alleged
		failure to act) on Indemnitee’s part, while acting in his or her Corporate
		Status or (ii) the fact that Indemnitee is or was serving at the request of the
		Company as director, officer, employee, partner, member, manager, trustee,
		fiduciary or agent of another Enterprise, in each case whether or not serving
		in such capacity at the time any Loss or Expense is paid or incurred for which
		indemnification or advancement of Expenses can be provided under this Deed,
		except one initiated by Indemnitee to enforce his or her rights under this
		Deed. For purposes of this definition, the term “threatened” will be
		deemed to include Indemnitee’s good faith belief that a claim or other
		assertion may lead to institution of a Proceeding. 
	 

	 
		References to
		“serving at the request
		of the Company”
		include any service as a director,
		officer, employee or agent of the Company which imposes duties on, or involves
		services by, such director, officer, employee or agent with respect to any
		employee benefit plan, its participants or beneficiaries; and a person who
		acted in good faith and in a manner he or she 
	 

	 
		 
	 

	 
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		reasonably believed to be in the best
		interests of the participants and beneficiaries of an employee benefit plan
		will be deemed to have acted in a manner “not opposed to the best interests of the
		Company.”
	 

	 
		ARTICLE 2
	 

	 
		SERVICES TO THE COMPANY
	 

	 
		2.1 Services to the Company.
		Indemnitee agrees to serve as a
		director of the Company. Indemnitee may at any time and for any reason resign
		from such position (subject to any other contractual obligation or any
		obligation imposed by operation of law), in which event the Company will have
		no obligation under this Deed to continue Indemnitee in such position. This
		Deed will not be construed as giving Indemnitee any right to be retained in the
		employ of the Company (or any other Enterprise). 
	 

	 
		ARTICLE 3
	 

	 
		INDEMNIFICATION
	 

	 
		3.1 Company Indemnification.
		Except as otherwise provided in this
		Article 3, if Indemnitee was, is or becomes a party to, or was or
		is threatened to be made a party to, or was or is otherwise involved in, any
		Proceeding, the Company will indemnify and hold harmless Indemnitee to the
		fullest extent permitted by law, against any and all Expenses and Losses, and
		any local or foreign stamp duties or taxes imposed as a result of the actual or
		deemed receipt of any payments under this Deed, that are paid or incurred by
		Indemnitee in connection with such Proceeding.
	 

	 
		3.2 Mandatory Indemnification if
		Indemnitee is Wholly or Partly Successful. Notwithstanding any other provision of this Deed (other
		than Section 6.9), to the extent that Indemnitee has been successful, on
		the merits or otherwise, in defense of any Proceeding or any part thereof, the
		Company will indemnify Indemnitee against all Expenses that are paid or
		incurred by Indemnitee in connection therewith. If Indemnitee is not wholly
		successful in such Proceeding, but is successful, on the merits or otherwise,
		as to one or more but fewer than all claims, issues or matters in such
		Proceeding, the Company will indemnify and hold harmless Indemnitee against all
		Expenses paid or incurred by Indemnitee in connection with each successfully
		resolved claim, issue or matter on which Indemnitee was successful. For
		purposes of this Section
		3.2, the termination of any Proceeding,
		or any claim, issue or matter in such Proceeding, by dismissal with or without
		prejudice will be deemed to be a successful result as to such Proceeding,
		claim, issue or matter.
	 

	 
		3.3 Indemnification for Expenses of a
		Witness. Notwithstanding any other
		provision of this Deed, to the extent that Indemnitee is, by reason of his or
		her Corporate Status, a witness in any Proceeding to which Indemnitee is not a
		party, the Company will indemnify Indemnitee against all Expenses paid or
		incurred by Indemnitee on his or her behalf in connection therewith.
	 

	 
		3.4 Exclusions. Notwithstanding any other provision of this Deed, the
		Company will not be obligated under this Deed to provide indemnification in
		connection with the following:
	 

	 
		 
	 

	 
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		(a) Any Proceeding (or part of any
		Proceeding) initiated or brought voluntarily by Indemnitee against the Company
		or its directors, officers, employees or other indemnities, unless the Board of
		Directors has authorised or consented to the initiation of the Proceeding (or
		such part of any Proceeding); provided,
		however, that nothing in this
		Section 3.4(a) shall limit the right of Indemnitee to be indemnified
		under Section 8.4. 
	 

	 
		(b) For an accounting of profits made from
		the purchase and sale (or sale and purchase) by Indemnitee of securities of the
		Company within the meaning of Section 16(b) of the Exchange Act or any similar
		successor statute.
	 

	 
		ARTICLE 4
	 

	 
		ADVANCEMENT OF EXPENSES
	 

	 
		4.1 Expense Advances. Except as set forth in Section 4.1, the
		Company will, if requested by Indemnitee, advance, to the fullest extent
		permitted by law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses paid or incurred by
		Indemnitee in connection with any Proceeding (whether prior to or after its
		final disposition). Indemnitee’s right to each Expense Advance will not be
		subject to the satisfaction of any standard of conduct and will be made without
		regard to Indemnitee’s ultimate entitlement to indemnification under the
		other provisions of this Deed, or under provisions of the Memorandum and
		Articles or otherwise. Each Expense Advance will be unsecured and interest free
		and will be made by the Company without regard to Indemnitee’s ability to
		repay the Expense Advance.
	 

	 
		4.2 Exclusions. Indemnitee will not be entitled to any Expense Advance
		in connection with any of the matters for which indemnity is excluded pursuant
		to Section 3.4.
	 

	 
		4.3 Timing. An Expense Advance pursuant to Section 4.1 will
		be made within five (5) business days after the receipt by the Company of a
		written statement or statements from Indemnitee requesting such Expense Advance
		(which statement or statements will include, if requested by the Company,
		reasonable detail and proof underlying the Expenses for which the Expense
		Advance is requested), whether such request is made prior to or after final
		disposition of such Proceeding.
	 

	 
		ARTICLE 5
	 

	 
		CONTRIBUTION IN THE EVENT OF JOINT
		LIABILITY
	 

	 
		5.1 Contribution by Company.
		To the fullest extent permitted by law,
		if the indemnification provided for in this Deed is unavailable to Indemnitee
		for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee,
		will contribute to the amount of Expenses and Losses incurred or paid by
		Indemnitee in connection with any Proceeding in proportion to the relative
		benefits received by the Company and all officers, directors and employees of
		the Company other than Indemnitee who are jointly liable with Indemnitee (or
		would be if joined in such Proceeding), on the one hand, and Indemnitee, on the
		other hand, from the transaction from which such Proceeding arose;
		provided, however, that the proportion determined on the basis of
		relative benefit may, to the extent necessary to conform to law, be further
		adjusted by reference to the relative fault of the Company and all officers,
		directors and 
	 

	 
		 
	 

	 
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		employees of the Company other than
		Indemnitee who are jointly liable with Indemnitee (or would be if joined in
		such Proceeding), on the one hand, and Indemnitee, on the other hand, in
		connection with the events that resulted in such Expenses and Losses, as well
		as any other equitable considerations which applicable law may require to be
		considered. The relative fault of the Company and all officers, directors and
		employees of the Company other than Indemnitee who are jointly liable with
		Indemnitee (or would be if joined in such Proceeding), on the one hand, and
		Indemnitee, on the other hand, will be determined by reference to, among other
		things, the degree to which their actions were motivated by intent to gain
		personal profit or advantage, the degree to which their liability is primary or
		secondary, and the degree to which their conduct was active or passive. 

	 

	 
		5.2 Indemnification for Contribution
		Claims by Others. To the fullest extent
		permitted by law, the Company will fully indemnify and hold Indemnitee harmless
		from any claims of contribution which may be brought by other officers,
		directors or employees of the Company who may be jointly liable with Indemnitee
		for any Loss or Expense arising from a Proceeding.
	 

	 
		ARTICLE 6
	 

	 
		PROCEDURES AND PRESUMPTIONS FOR THE
		
	 

	 
		DETERMINATION OF ENTITLEMENT TO
		INDEMNIFICATION
	 

	 
		6.1 Notification of Claims; Request for
		Indemnification. Indemnitee agrees to
		notify promptly the Company in writing of any claim made against Indemnitee for
		which indemnification will or could be sought under this Deed; provided, however, that a delay in giving such notice will not deprive
		Indemnitee of any right to be indemnified under this Deed unless, and then only
		to the extent that, the Company did not otherwise learn of the Proceeding and
		such delay is prejudicial to the Company’s ability to defend such
		Proceeding; and, provided, further,
		that notice will be deemed to have been
		given without any action on the part of Indemnitee in the event the Company is
		a party to the same Proceeding. The omission to notify the Company will not
		relieve the Company from any liability for indemnification which it may have to
		Indemnitee otherwise than under this Deed. Indemnitee may deliver to the
		Company a written request to have the Company indemnify and hold harmless
		Indemnitee in accordance with this Deed. Subject to Section 6.9,
		such request may be delivered from time to time and at such time(s) as
		Indemnitee deems appropriate in his or her sole discretion. Following such a
		written request for indemnification, Indemnitee’s entitlement to
		indemnification shall be determined according to Section 6.2. The
		Secretary of the Company will, promptly upon receipt of such a request for
		indemnification, advise the Board of Directors in writing that Indemnitee has
		requested indemnification. The Company will be entitled to participate in any
		Proceeding at its own expense.
	 

	 
		6.2 Determination of Right to
		Indemnification. Upon written request
		by Indemnitee for indemnification pursuant to Section 6.1
		hereof with respect to any Proceeding, a determination, if, but only if,
		required by applicable law, with respect to Indemnitee’s entitlement
		thereto will be made by one of the following, at the election of Indemnitee:
		(1) so long as there are Disinterested Directors with respect to such
		Proceeding, a majority vote of the Disinterested Directors, even though less
		than a quorum of the Board of Directors or (2) Independent Counsel in a written
		opinion delivered to the Board of Directors, a copy of which 
	 

	 
		 
	 

	 
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		will also be delivered to Indemnitee. The
		person, persons or entity chosen to make a determination under this Deed of the
		Indemnitee’s entitlement to indemnification will act reasonably and in
		good faith in making such determination. 
	 

	 
		6.3 Selection of Independent
		Counsel. If the determination of
		entitlement to indemnification pursuant to Section 6.2 will
		be made by an Independent Counsel, the Independent Counsel will be selected as
		provided in this Section
		6.3. The Independent Counsel will be
		selected by Indemnitee (unless Indemnitee requests that such selection be made
		by the Board of Directors, in which event the immediately following sentence
		will apply) and Indemnitee will give written notice to the Company advising it
		of the identity of the Independent Counsel so selected. If the Independent
		Counsel is selected by the Board of Directors, the Company will give written
		notice to Indemnitee advising him or her of the identity of the Independent
		Counsel so selected. In either event, Indemnitee or the Company, as the case
		may be, may, within ten (10) days after such written notice of selection is
		given, deliver to the Company or to Indemnitee, as the case may be, a written
		objection to such selection; provided,
		however, that such objection may be
		asserted only on the ground that the Independent Counsel so selected does not
		meet the requirements of “Independent Counsel” as defined in this
		Deed, and the objection will set forth with particularity the factual basis of
		such assertion. Absent a proper and timely objection, the person so selected
		will act as Independent Counsel. If a written objection is made and
		substantiated, the Independent Counsel selected may not serve as Independent
		Counsel unless and until such objection is withdrawn or a court has determined
		that such objection is without merit. If, within thirty (30) days after
		submission by Indemnitee of a written request for indemnification pursuant to
		Section 6.1, no Independent Counsel is selected, or an Independent
		Counsel for which an objection thereto has been properly made remains
		unresolved, either the Company or Indemnitee may petition the Grand Court of
		the Cayman Islands or other court of competent jurisdiction for resolution of
		any objection which has been made by the Company or Indemnitee to the
		other’s selection of Independent Counsel and/or for the appointment as
		Independent Counsel of a person selected by the court or by such other person
		as the court may designate, and the person with respect to whom all objections
		are so resolved or the person so appointed will act as Independent Counsel
		under Section 6.2. The Company will pay any and all fees and expenses
		incurred by such Independent Counsel in connection with acting pursuant to
		Section 6.2 hereof, and the Company will pay all fees and expenses
		incident to the procedures of this Section 6.3,
		regardless of the manner in which such Independent Counsel was selected or
		appointed. 
	 

	 
		6.4 Burden of Proof. In making a determination with respect to entitlement
		to indemnification hereunder, the person, persons or entity making such
		determination will presume that Indemnitee is entitled to indemnification under
		this Deed. Anyone seeking to overcome this presumption will have the burden of
		proof and the burden of persuasion, by clear and convincing evidence. In making
		a determination with respect to entitlement to indemnification hereunder which
		requires a determination of Indemnitee’s good faith and/or whether
		Indemnitee acted in a manner which he or she reasonably believed to be in or
		not opposed to the best interests of the Company, the person, persons or entity
		making such determination will presume that Indemnitee has at all times acted
		in good faith and in a manner he or she reasonably believed to be in or not
		opposed to the best interests of the Company. Anyone seeking to overcome this
		presumption will have the burden of proof and the burden of persuasion, by
		clear and convincing evidence. Indemnitee will be deemed to have acted in good
		faith if Indemnitee’s action with respect to a 
	 

	 
		 
	 

	 
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		particular Enterprise is based on the
		records or books of account of such Enterprise, including financial statements,
		or on information supplied to Indemnitee by the officers of such Enterprise in
		the course of their duties, or on the advice of legal counsel for such
		Enterprise or on information or records given or reports made to such
		Enterprise by an independent certified public accountant or by an appraiser or
		other expert selected by such Enterprise; provided, however this sentence will not be deemed to limit in any way
		the other circumstances in which Indemnitee may be deemed to have met such
		standard of conduct. In addition, the knowledge and/or actions, or failure to
		act, of any other director, officer, agent or employee of such Enterprise will
		not be imputed to Indemnitee for purposes of determining the right to
		indemnification hereunder. To the extent a determination has been made to not
		provide Indemnitee with indemnification pursuant to this Deed, the party making
		such determination shall in writing promptly notify Indemnitee and explain in
		reasonable detail the basis for such determination.
	 

	 
		6.5 [RESERVED]
	 

	 
		6.6 Timing of
		Determination. The Company will use its
		reasonable best efforts to cause any determination required to be made pursuant
		to Section 6.2 to be made as promptly as practicable after Indemnitee
		has submitted a written request for indemnification pursuant to
		Section 6.1. If the person, persons or entity chosen to make a
		determination does not make such determination within thirty (30) days after
		the later of the date (a) the Company receives Indemnitee’s request for
		indemnification pursuant to Section
		6.1 and (b) on which an Independent
		Counsel is selected pursuant to Section
		6.3, if applicable (and all objections
		to such person, if any, have been resolved), the requisite determination of
		entitlement to indemnification will be deemed to have been made and Indemnitee
		will be entitled to such indemnification, so long as (i) Indemnitee has
		fulfilled his or her obligations pursuant to Section 6.8 and
		(ii) such indemnification is not prohibited under applicable law;
		provided, however, that such thirty (30) day period may be extended for a
		reasonable time, not to exceed an additional fifteen (15) days, if the person,
		persons or entity making the determination with respect to entitlement to
		indemnification in good faith require such additional time for the obtaining of
		or evaluating of documentation and/or information relating thereto. 
	 

	 
		6.7 Timing of Payments. All payments of Expenses, including any Expense
		Advance, and other amounts by the Company to the Indemnitee pursuant to this
		Deed will be made as soon as practicable after a written request or demand
		therefor by Indemnitee is presented to the Company, but in no event later than
		thirty (30) days after (i) such demand is presented or (ii) such later date as
		a determination of entitlement to indemnification is made in accordance with
		Section 6.6, if applicable; provided, however, that an Expense Advance will be made within the time
		provided in Section 4.3 hereof.
	 

	 
		6.8 Cooperation. Indemnitee will cooperate with the person, persons or
		entity making a determination with respect to Indemnitee’s entitlement to
		indemnification, including providing to such person, persons or entity, upon
		reasonable advance request, any documentation or information which is not
		privileged or otherwise protected from disclosure and which is reasonably
		available to Indemnitee and reasonably necessary to such determination. Any
		Expenses incurred by Indemnitee in so cooperating with the person, persons or
		entity making such determination will be borne by the Company (irrespective of
		the determination as to 
	 

	 
		 
	 

	 
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		Indemnitee’s entitlement to
		indemnification) and the Company will indemnify Indemnitee therefor and will
		hold Indemnitee harmless therefrom.
	 

	 
		6.9 Time for Submission of Request.
		Indemnitee will be required to submit
		any request for Indemnification pursuant to this Article 6 within
		a reasonable time, not to exceed six (6) years, after any judgment, order,
		settlement, dismissal, arbitration award, conviction, acceptance of a plea of
		nolo contendere (or its equivalent) or other full or partial final
		determination or disposition of the Proceeding (with the first date of the
		occurrence of any such event to be considered the commencement of the six (6)
		year period).
	 

	 
		ARTICLE 7
	 

	 
		[RESERVED]
	 

	 
		ARTICLE 8
	 

	 
		REMEDIES OF INDEMNITEE
	 

	 
		8.1 Action by Indemnitee.
		In the event that (i) a determination
		is made pursuant to Article
		6 of this Deed that Indemnitee is not
		entitled to indemnification under this Deed, (ii) an Expense Advance is not
		timely made pursuant to Section
		4.3 of this Deed, (iii) no
		determination of entitlement to indemnification is made within the applicable
		time periods specified in Section
		6.6 or (iv) payment of indemnified
		amounts is not made within the applicable time periods specified in
		Section 6.7, Indemnitee will be entitled to an adjudication in an
		appropriate court of the Cayman Islands, or in any other court of competent
		jurisdiction, of his or her entitlement to such indemnification or payment of
		an Expense Advance. Alternatively, Indemnitee, at Indemnitee’s option, may
		seek an award in arbitration to be conducted by a single arbitrator pursuant to
		the Commercial Arbitration Rules of the American Arbitration Association. The
		provisions of Cayman Islands law (without regard to its conflict of laws rules)
		will apply to any such arbitration. The Company will not oppose
		Indemnitee’s right to seek any such adjudication or award in arbitration.
		
	 

	 
		8.2 De Novo
		Review if Prior Adverse Determination. In the event that a determination is made pursuant to
		Article 6 that Indemnitee is not entitled to indemnification, any
		judicial proceeding or arbitration commenced pursuant to this Article 8 will
		be conducted in all respects as a de
		novo trial or arbitration, as
		applicable, on the merits and Indemnitee will not be prejudiced by reason of
		that adverse determination. In any judicial proceeding or arbitration commenced
		pursuant to this Article
		8, Indemnitee will be presumed to be
		entitled to indemnification under this Deed, the Company will have the burden
		of proving Indemnitee is not entitled to indemnification. If Indemnitee
		commences a judicial proceeding or arbitration pursuant to this Article 8,
		Indemnitee will not be required to reimburse the Company for any Expense
		Advance made pursuant to Article
		4 until a final determination is made
		with respect to Indemnitee’s entitlement to indemnification (as to which
		all rights of appeal have been exhausted or lapsed). 
	 

	 
		8.3 Company Bound by Favorable
		Determination by Reviewing Party. If a
		determination is made that Indemnitee is entitled to indemnification pursuant
		to Article 6, the Company will be bound by such determination in any
		judicial proceeding or arbitration 
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 


	 
 

	 
		commenced pursuant to this Article 8,
		absent (i) a misstatement by Indemnitee of a material fact or an omission of a
		material fact necessary to make Indemnitee’s statements in connection with
		the request for indemnification not materially misleading or (ii) a prohibition
		of such indemnification under law.
	 

	 
		8.4 Company Bound by Provisions of this
		Deed. The Company will be precluded
		from asserting in any judicial or arbitration proceeding commenced pursuant to
		this Article 8 that the procedures and presumptions of this Deed are
		not valid, binding and enforceable and will stipulate in any such judicial or
		arbitration proceeding that the Company is bound by all the provisions of this
		Deed.
	 

	 
		ARTICLE 9
	 

	 
		NON-EXCLUSIVITY, SUBROGATION; NO
		DUPLICATIVE PAYMENTS; 
	 

	 
		MORE FAVORABLE TERMS
	 

	 
		9.1 Non-Exclusivity. The rights of indemnification and to receive Expense
		Advances as provided by this Deed will not be deemed exclusive of any other
		rights to which Indemnitee may at any time be entitled under applicable law,
		the Memorandum and Articles, any agreement, a vote of shareholders, a
		resolution of the directors or otherwise. To the extent Indemnitee otherwise
		would have any greater right to indemnification or payment of any advancement
		of Expenses under any other provisions under applicable law, the Memorandum and
		Articles, any agreement, vote of shareholders, a resolution of directors or
		otherwise, Indemnitee will be entitled under this Deed to such greater right.
		No amendment, alteration or repeal of this Deed or of any provision hereof
		limits or restricts any right of Indemnitee under this Deed in respect of any
		action taken or omitted by such Indemnitee prior to such amendment, alteration
		or repeal. To the extent that a change in the laws of the Cayman Islands,
		whether by statute or judicial decision, permits greater indemnification than
		would be afforded currently under the Memorandum and Articles and this Deed, it
		is the intent of the parties hereto that Indemnitee enjoy by this Deed the
		greater benefits so afforded by such change. No right or remedy herein
		conferred is intended to be exclusive of any other right or remedy, and every
		other right and remedy will be cumulative and in addition to every other right
		and remedy given hereunder or now or hereafter existing at law or in equity or
		otherwise. The assertion or employment of any right or remedy hereunder, or
		otherwise, will not prevent the concurrent assertion or employment of any other
		right or remedy.
	 

	 
		9.2 Subrogation. In the event of any payment by the Company under this
		Deed, the Company will be subrogated to the extent of such payment to all of
		the rights of recovery of Indemnitee with respect thereto and Indemnitee will
		execute all papers required and take all action necessary to secure such
		rights, including execution of such documents as are necessary to enable the
		Company to bring suit to enforce such rights (it being understood that all of
		Indemnitee’s reasonable Expenses related thereto will be borne by the
		Company).
	 

	 
		9.3 No Duplicative Payments.
		The Company will not be liable under
		this Deed to make any payment of amounts otherwise indemnifiable (or any
		Expense for which advancement is provided) hereunder if and to the extent that
		Indemnitee has otherwise actually received such payment under any insurance
		policy, contract, agreement or otherwise. The Company’s obligation to
		indemnify or advance Expenses hereunder to Indemnitee in respect of
		Proceedings
	 

	 
		 
	 

	 
		10
	 

	 
		 
	 


	 
 

	 
		 relating to Indemnitee’s service at
		the request of the Company as a director, officer, employee, partner, member,
		manager, trustee, fiduciary or agent of any other Enterprise will be reduced by
		any amount Indemnitee has actually received as indemnification or advancement
		of Expenses from such other Enterprise. 
	 

	 
		ARTICLE 10
	 

	 
		DEFENSE OF PROCEEDINGS
	 

	 
		10.1 Company Assuming the Defense.
		Subject to Section 10.3
		below, in the event the Company is obligated to pay in advance the Expenses of
		any Proceeding pursuant to Article
		4, the Company will be entitled, by
		written notice to Indemnitee, to assume the defense of such Proceeding, with
		counsel approved by Indemnitee, which approval will not be unreasonably
		withheld. The Company will identify the counsel it proposes to employ in
		connection with such defense as part of the written notice sent to Indemnitee
		notifying Indemnitee of the Company’s election to assume such defense, and
		Indemnitee will be required, within ten days following Indemnitee’s
		receipt of such notice, to inform the Company of its approval of such counsel
		or, if it has objections, the reasons therefor. If such objections cannot be
		resolved by the parties, the Company will identify alternative counsel, which
		counsel will also be subject to approval by Indemnitee in accordance with the
		procedure described in the prior sentence. 
	 

	 
		10.2 Right of Indemnitee to Employ
		Counsel. Following approval of counsel
		by Indemnitee pursuant to Section
		10.1 and retention of such counsel by
		the Company, the Company will not be liable to Indemnitee under this Deed for
		any fees and expenses of counsel subsequently incurred by Indemnitee with
		respect to the same Proceeding; provided, however, that (a) Indemnitee has the right to employ counsel in
		any such Proceeding at Indemnitee’s expense and (b) the Company will be
		required to pay the fees and expenses of Indemnitee’s counsel if (i) the
		employment of counsel by Indemnitee has been previously authorised by the
		Company, (ii) Indemnitee reasonably concludes that there is an actual or
		potential conflict between the Company (or any other person or persons included
		in a joint defense) and Indemnitee in the conduct of such defense or
		representation by such counsel retained by the Company or (iii) the Company
		does not continue to retain the counsel approved by Indemnitee. 
	 

	 
		10.3 Company Not Entitled to Assume
		Defense. Notwithstanding
		Section 10.1, the Company
		will not be entitled to assume the defense of any Proceeding brought by or on
		behalf of the Company or any Proceeding as to which Indemnitee has reasonably
		made the conclusion provided for in Section 10.2(b)(ii). 
	 

	 
		ARTICLE 11
	 

	 
		SETTLEMENT
	 

	 
		11.1 Company’s Prior Consent
		Required. Notwithstanding anything in
		this Deed to the contrary, the Company will have no obligation to indemnify
		Indemnitee under this Deed for any amounts paid in settlement of any Proceeding
		effected without the Company’s prior written consent.
	 

	 
		11.2 When Indemnitee’s Prior Consent
		Required. The Company will not, without
		the prior written consent of Indemnitee, consent to the entry of any judgment
		against Indemnitee
	 

	 
		 
	 

	 
		11
	 

	 
		 
	 


	 
 

	 
		or enter into any settlement or compromise
		which (i) includes an admission of fault of Indemnitee, any non-monetary remedy
		imposed on Indemnitee or a Loss for which Indemnitee is not wholly indemnified
		hereunder or (ii) with respect to any Proceeding with respect to which
		Indemnitee may be or is made a party or a participant or may be or is otherwise
		entitled to seek indemnification hereunder, does not include, as an
		unconditional term thereof, the full release of Indemnitee from all liability
		in respect of such Proceeding, which release will be in form and substance
		reasonably satisfactory to Indemnitee. Neither the Company nor Indemnitee will
		unreasonably withhold its consent to any proposed settlement; provided, however, Indemnitee may withhold consent to any settlement that
		does not provide a full and unconditional release of Indemnitee from all
		liability in respect of such Proceeding.
	 

	 
		ARTICLE 12
	 

	 
		[RESERVED]
	 

	 
		ARTICLE 13
	 

	 
		DURATION OF DEED
	 

	 
		13.1 Duration of Deed. This Deed will continue until and terminate upon the
		latest of (a) the statute of limitations applicable to any claim that could be
		asserted against an Indemnitee with respect to which Indemnitee may be entitled
		to indemnification and/or an Expense Advance under this Deed, (b) ten years
		after the date that Indemnitee has ceased to serve as a director or officer of
		the Company or as a director, officer, employee, partner, member, manager,
		fiduciary or agent of any other Enterprise which Indemnitee served at the
		request of the Company, or (c) if, at the later of the dates referred to in (a)
		and (b) above, there is pending a Proceeding in respect of which Indemnitee is
		granted rights of indemnification or the right to an Expense Advance under this
		Deed or a Proceeding commenced by Indemnitee pursuant to Article 8 of
		this Deed, one year after the final termination of such Proceeding, including
		any and all appeals.
	 

	 
		ARTICLE 14
	 

	 
		MISCELLANEOUS
	 

	 
		14.1 Entire Agreement. This Deed constitutes the entire agreement and
		understanding of the parties in respect of the subject matter hereof and
		supersedes all prior understandings, agreements or representations by or among
		the parties, written or oral, to the extent they relate in any way to the
		subject matter hereof; provided,
		however, it is agreed that the
		provisions contained in this Deed are a supplement to, and not a substitute
		for, any provisions regarding the same subject matter contained in the
		Memorandum and Articles and any employment or similar agreement between the
		parties. 
	 

	 
		14.2 Assignment; Binding Effect; Third
		Party Beneficiaries. No party may
		assign either this Deed or any of its rights, interests or obligations
		hereunder without the prior written approval of the other party and any such
		assignment by a party without prior written approval of the other parties will
		be deemed invalid and not binding on such other parties; provided, however,
		that the Company may assign all (but not less than all) of its rights,
		obligations and interests hereunder to any direct or indirect successor to all
		or substantially all of the business or assets of the Company by purchase,
		merger, consolidation or otherwise and will cause such 
	 

	 
		 
	 

	 
		12
	 

	 
		 
	 


	 
 

	 
		successor to be bound by and expressly
		assume the terms and provisions hereof. All of the terms, agreements,
		covenants, representations, warranties and conditions of this Deed are binding
		upon, and inure to the benefit of and are enforceable by, the parties and their
		respective successors, permitted assigns, heirs, executors and personal and
		legal representatives. There are no third party beneficiaries having rights
		under or with respect to this Deed.
	 

	 
		14.3 Notices. All notices, requests and other communications provided
		for or permitted to be given under this Deed must be in writing and be given by
		personal delivery, by prepaid first class post, by a internationally recognised
		courier service, or by facsimile transmission, as follows (or to such other
		address as any party may give in a notice given in accordance with the
		provisions hereof):
	 

	 
		If to: 
	 

	 
		Greenlight Capital Re, Ltd. 
	 

	 
		The Grand Pavillion 
	 

	 
		7 Mile Beach, 
	 

	 
		P.O. Box 31110 SMB, GT, Grand Cayman 

	 

	 
		Attention: Mr. Leonard Goldberg, Chief
		Executive Officer 
	 

	 
		Facsimile: (345) 745-4576
	 

	 
		with a copy (which will not constitute
		notice) to:
	 

	 
		Akin Gump Strauss Hauer & Feld
		LLP
	 

	 
		590 Madison Avenue
	 

	 
		New York, New York 10022
	 

	 
		Attention: Kerry E. Berchem, Esq.
	 

	 
		Facsimile: (212) 407-3295
	 

	 
		If to __________________:
	 

	 
		 
	 

	 
		______________________
	 

	 
		Attention: 
	 

	 
		Facsimile: 
	 

	 
		All notices, requests or other
		communications will be effective and deemed given only as follows: (i) if given
		by personal delivery, upon such personal delivery, (ii) if sent by certified or
		registered mail, on the fifth business day after being posted (excluding
		Saturdays and Sundays and public holidays), (iii) if sent by courier service,
		on the date of delivery as confirmed by written confirmation of delivery, (iv)
		if sent by facsimile, upon the transmitter’s confirmation of receipt of
		such facsimile transmission, except that if such confirmation is received after
		5:00 p.m. (in the recipient’s time zone) on a business day, or is received
		on a day that is not a business day, then such notice, request or communication
		will not be deemed effective or given until the next succeeding business day.
		Notices, requests and other communications sent in any other manner, including
		by electronic mail, will not be effective.
	 

	 
		14.4 Specific Performance; Remedies.
		Each party acknowledges and agrees that
		the other party would be damaged irreparably if any provision of this Deed were
		not performed in accordance with its specific terms or were otherwise breached.
		Accordingly, the parties will be 
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 


	 
 

	 
		entitled to an injunction or injunctions to
		prevent breaches of the provisions of this Deed and to enforce specifically
		this Deed and its provisions in any action or proceeding instituted in any
		court having jurisdiction over the parties and the matter, in addition to any
		other remedy to which they may be entitled, at law or in equity. Except as
		expressly provided herein, the rights, obligations and remedies created by this
		Deed are cumulative and in addition to any other rights, obligations or
		remedies otherwise available at law or in equity. Except as expressly provided
		herein, nothing herein will be considered an election of remedies.
	 

	 
		14.5 Submission to Jurisdiction.
		Any action, suit, claim, demand
		arbitration, alternate dispute resolution mechanism, investigation, inquiry,
		administrative hearing or any other actual, threatened or completed proceeding,
		including any and all appeals, seeking to enforce any provision of, or based on
		any matter arising out of or in connection with, this Deed (an
		“Enforcement
		Proceeding”) may only be
		brought in the Grand Court of the Cayman Islands, which will be the exclusive
		and only proper forum for adjudicating such Enforcement Proceeding, and each
		party consents to the exclusive jurisdiction and venue of such court (and of
		the appropriate appellate courts therefrom) in any such Enforcement Proceeding
		and irrevocably waives, to the fullest extent permitted by law, any objection
		that it may now or hereafter have to the laying of the venue of any such
		Enforcement Proceeding in any such court or that any such Enforcement
		Proceeding brought in any such court has been brought in an inconvenient forum.
		Process in any such action, suit or proceeding may be served on any party
		anywhere in the world, whether within or without the jurisdiction of any such
		court.
	 

	 
		14.6 Headings. The article and section headings contained in this Deed
		are inserted for convenience only and will not affect in any way the meaning or
		interpretation of this Deed.
	 

	 
		14.7 Governing Law. This Deed will be governed by and construed in
		accordance with the laws of the Cayman Islands, without giving effect to any
		choice of law principles, and the parties agree to submit to the exclusive
		jurisdiction of the Cayman Islands courts in respect of all matters relating
		hereto.
	 

	 
		14.8 Amendment. This Deed may not be amended or modified except by a
		writing signed by all of the parties.
	 

	 
		14.9 Extensions; Waivers.
		Any party may, for itself only, (i)
		extend the time for the performance of any of the obligations of any other
		party under this Deed, (ii) waive any inaccuracies in the representations and
		warranties of any other party contained herein or in any document delivered
		pursuant hereto and (iii) waive compliance with any of the agreements or
		conditions for the benefit of such party contained herein. Any such extension
		or waiver will be valid only if set forth in a writing signed by the party to
		be bound thereby. No waiver by any party of any default, misrepresentation or
		breach of warranty or covenant hereunder, whether intentional or not, may be
		deemed to extend to any prior or subsequent default, misrepresentation or
		breach of warranty or covenant hereunder or affect in any way any rights
		arising because of any prior or subsequent such occurrence. Neither the failure
		nor any delay on the part of any party to exercise any right or remedy under
		this Deed will operate as a waiver thereof, nor will any single or partial
		exercise of any right or remedy preclude any other or further exercise of the
		same or of any other right or remedy 
	 

	 
		 
	 

	 
		14
	 

	 
		 
	 


	 
 

	 
		14.10 Severability. The provisions of this Deed will be deemed severable and
		the invalidity or unenforceability of any provision will not affect the
		validity or enforceability of the other provisions hereof; provided that if any
		provision of this Deed, as applied to any party or to any circumstance, is
		judicially determined not to be enforceable in accordance with its terms, the
		parties agree that the court judicially making such determination may modify
		the provision in a manner consistent with its objectives such that it is
		enforceable, and/or to delete specific words or phrases, and in its modified
		form, such provision will then be enforceable and will be enforced.
	 

	 
		14.11 Counterparts; Effectiveness.
		This Deed may be executed in two or
		more counterparts, each of which will be deemed an original but all of which
		together will constitute one and the same instrument. This Deed will become
		effective when one or more counterparts have been signed by each of the parties
		and delivered to the other parties, which delivery may be made by exchange of
		copies of the signature page by facsimile transmission.
	 

	 
		14.12 Construction. This Deed has been freely and fairly negotiated among
		the parties. If an ambiguity or question of intent or interpretation arises,
		this Deed will be construed as if drafted jointly by the parties and no
		presumption or burden of proof will arise favoring or disfavoring any party
		because of the authorship of any provision of this Deed. Any reference to any
		law will be deemed also to refer to such law as amended and all rules and
		regulations promulgated thereunder, unless the context requires otherwise. The
		words “include,” “includes,” and “including” will
		be deemed to be followed by “without limitation.” Pronouns in
		masculine, feminine, and neuter genders will be construed to include any other
		gender, and words in the singular form will be construed to include the plural
		and vice versa, unless the context otherwise requires. The words “this
		Deed,” “herein,” “hereof,” “hereby,”
		“hereunder,” and words of similar import refer to this Deed as a
		whole and not to any particular subdivision unless expressly so limited. The
		parties intend that each representation, warranty, and covenant contained
		herein will have independent significance. If any party has breached any
		representation, warranty, or covenant contained herein in any respect, the fact
		that there exists another representation, warranty or covenant relating to the
		same subject matter (regardless of the relative levels of specificity) which
		the party has not breached will not detract from or mitigate the fact that the
		party is in breach of the first representation, warranty, or covenant. Time is
		of the essence in the performance of this Deed.
	 

	 
		[Signature page follows]
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 


	 
 

	 
		IN WITNESS WHEREOF, these presents have been
		executed as a Deed on the date first written above.
	 

	 
		 
	 

	 
			
				
				  SIGNED for and on behalf of
				

			 	
				
				   
				

			 	
				
				  GREENLIGHT CAPITAL RE,
				  LTD.
				

			 
	
				
				  GREENLIGHT CAPITAL RE, LTD.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By:
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				  In the presence of:
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Witness
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  SIGNED BY INDEMNITEE
				

			 	
				
				   
				

			 	
				
				  INDEMNITEE
				

			 
	
				
				  In the presence of:
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 

				

			 	
				
				   
				

			 	
				
				

			 
	
				
				  Witness
				

			 	
				
				   
				

			 	
				
				  Signature
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
 
 
 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Print Name
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		16