Exhibit 10.10
	 

	 
		DATED August 11, 2004
	 

	 
		GREENLIGHT REINSURANCE, LTD.
	 

	 
		- and -
	 

	 
		HSBC FINANCIAL SERVICES (CAYMAN)
		LIMITED
	 

	 
	 

	 

	 
		ADMINISTRATION AGREEMENT
	 

	 
	 

	 

	 
		 
	 


	 
		
	 

	 
		 
	 

	 
 

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

	 
		BETWEEN:
	 

	 
			
				
				  (1)
				

			 	
				
				  GREENLIGHT REINSURANCE, 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 duly licensed to
				  carry on insurance business under the laws of the Cayman Islands.
				

			 

 

	 
			
				
				  (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
				  time being or as the case may be the directors assembled as a board;
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  “Law”
				

			 	
				
				   
				

			 	
				
				  the Companies Law (2003 Revision) of
				  the Cayman Islands;
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  “Register”
				

			 	
				
				   
				

			 	
				
				  the register of members of the
				  Company;
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  “Regulations”
				

			 	
				
				   
				

			 	
				
				  the Money Laundering Regulations,
				  2000 of the Cayman Islands.
				

			 

 

	 
		 
	 


	 
		2
	 

	 
		 
	 

	 
 

	 
		 
	 

	 
			
				
				  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 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 hereby
				  agrees:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  to perform and provide the services
				  necessary and appropriate to the business of the Company in and from within the
				  Cayman Islands as follows:
				

			 

 

	 
			
				
				   
				

			 	
				
				  (i)
				

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

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  subject to the Company complying
				  with its obligations under clause 5 hereof, to maintain all reasonable and
				  necessary records and accounts as may be required in the normal course of the
				  Company’s business and in order to comply with any laws or regulations of
				  the Cayman Islands in such manner as may be agreed upon from time to time and
				  in particular without prejudice to generality of the foregoing to maintain the
				  Register and other statutory registers of the Company as well as the
				  Company’s minute book and other corporate records;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  subject to the Company complying
				  with its obligations under clause 5 hereof, to 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;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  to deal with correspondence relating
				  to the Company’s business;
				

			 

 

	 
		 
	 


	 
		3
	 

	 
		 
	 

	 
 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  (v)
				

			 	
				
				  to provide the services of secretary
				  and/or assistant secretary to the Company and also to make available such
				  members of its staff as may be necessary to carry out efficiently its duties
				  hereunder;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (vi)
				

			 	
				
				  to maintain the registered office of
				  the Company at its own offices as set out above and to make available within
				  its premises such non-exclusive space as may be necessary to carry out
				  efficiently its duties hereunder;
				

			 

 

	 
			 
					
				
				  (b)
				

			 	
				
				  not on behalf of the Company to
				  enter into any contracts of insurance or reinsurance or enter into any
				  commitments, loans or obligations or any loss adjustment, agency or management
				  agreement whatsoever or settle or agree to any claims, disputes, actions or
				  proceedings or charge, mortgage, pledge, encumber or otherwise restrict or
				  dispose of the Company’s property or assets or generally take any action
				  regarding the business of the Company without the prior written approval of the
				  Company and not to hold itself out as permitted to do any of the
				  aforesaid;
				

			 

 

	 
			 
					
				
				  (c)
				

			 	
				
				  to maintain adequate systems for the
				  verification or identification of (i) all persons interested in the shares or
				  other securities of the Company, whether beneficially or otherwise, and (ii)
				  all original insureds under any of its insurance programmes (but only so long
				  as any such insurance programme falls within the definition of “insurance
				  business” for the purposes of the Regulations) and shall retain or procure
				  the retention of such evidence for a period of not less than five years from
				  the date on which any such person became so interested or insured (as the case
				  may be);
				

			 

 

	 
			 
					
				
				  (d)
				

			 	
				
				  to keep confidential all documents,
				  materials and other information relating to the business of the Company and,
				  except as required by law, not to disclose any of the aforesaid without the
				  prior 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 so that the
				  Company may seek, at its sole expense, a protective order or other appropriate
				  remedy, in its sole discretion. In the event that no such protective order or
				  other remedy is obtained, the Administrator may make such disclosure without
				  liability hereunder, provided that the Administrator will furnish only that
				  portion of the confidential information which the Administrator is advised by
				  counsel is legally required;
				

			 

 

	 
			 
					
				
				  (e)
				

			 	
				
				  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.
				

			 

 

	 
		 
	 



	 
		4
	 

	 
		 
	 

	 
 

	 
		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 whether reporting to the Company or to the
				  Administrator or not 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.
				

			 

 

	 
		DEALINGS WITH OTHER PERSONS
	 

	 
			
				
				  9.
				

			 	
				
				  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.
				

			 

 

	 
		REMUNERATION OF ADMINISTRATOR
	 

	 
			
				
				  10.
				

			 	
				
				  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.
				

			 

 

	 
		 
	 



	 
		5
	 

	 
		 
	 

	 
 

	 
		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.
	 

	 
			
				
				  11.
				

			 	
				
				  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 the Company’s account with the
				  Administrator to cover the full amount of all outstanding and anticipated fees
				  and disbursements for the Company.
				

			 

 

	 
			
				
				  12.
				

			 	
				
				  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
	 

	 
			
				
				  13.
				

			 	
				
				  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
	 

	 
			
				
				  14.
				

			 	
				
				  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 fail within thirty (30) days of receipt of written notice
				  served by the Administrator requiring it so to do, to make good such breach;
				  or
				

			 

 

	 
			
				
				   
				

			 	
				
				  (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.
				

			 

 

	 
			
				
				  15.
				

			 	
				
				  The Company may terminate the
				  appointment of the Administrator:
				

			 

 

	 
		 
	 



	 
		6
	 

	 
		 
	 

	 
 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  (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 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.
				

			 

 

	 
			
				
				  16.
				

			 	
				
				  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.
				

			 

 

	 
			
				
				  17.
				

			 	
				
				  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
	 

	 
			
				
				  18.
				

			 	
				
				  Without prejudice to clause 13,
				  neither the benefit nor the burden of this Agreement shall be assigned by
				  either party save with the consent of the other party.
				

			 

 

	 
		INSTRUCTIONS
	 

	 
			
				
				  19.
				

			 	
				
				  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 
				

			 

 

	 
		 
	 

	 
		 
	 


	 
		7
	 

	 
		 
	 

	 
 

	 
		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.
	 

	 
			
				
				  20.
				

			 	
				
				  The Administrator shall not be
				  liable as a result of any failure on the Company’s part promptly to give
				  proper authorisations, instructions, approvals, information and documents as
				  may be necessary to enable the Administrator to carry out its obligations
				  hereunder.
				

			 

 

	 
		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
	 

	 
		Ann: 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
				  
				

			 

 

	 
		 
	 



	 
		8
	 

	 
		 
	 

	 
 

	 
		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; and
				

			 

 

	 
			 	
				
				  (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 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.
				

			 

 

	 
			
				
				  27.
				

			 	
				
				  The parties hereto agree that they
				  will both endeavour to ensure that no breach of any laws or regulations of the
				  Cayman Islands occurs in connection with the operation of the Company’s
				  business in and from within the Cayman Islands. The Company further agrees to
				  ensure that its business is not carried on in breach of the laws of any other
				  
				

			 

 

	 
		 
	 



	 
		9
	 

	 
		 
	 

	 
 

	 
		jurisdiction and to keep the Administrator
		informed on a timely basis of all material developments in its business and
		other activities. The Company acknowledges the obligation of the Administrator,
		under Section 9(6) of the Insurance Law (2003 Revision) of the Cayman Islands,
		to notify the Governor in Council of the Cayman Islands if the Administrator
		feels cause for concern regarding the probity or soundness of any insurer or
		reinsurer for whom or with whom the Administrator is carrying on
		business.
	 

	 
		RIGHTS OF ADMINISTRATOR
	 

	 
			
				
				  28.
				

			 	
				
				  Notwithstanding any other provision
				  of this Agreement, the Administrator reserves the right to request such
				  information as is necessary (i) to verify the identity of any investor or
				  prospective investor in the Company or of any insured or prospective insured
				  under any insurance programme of the Company and/or (ii) 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. The
				  Company shall indemnify and hold harmless the Administrator and each of its
				  directors, officers and employees against any loss, claim, costs, damage or
				  expenses whatsoever (including legal costs and expenses) arising, directly or
				  indirectly, as a result of any delay or failure by any investor or insured, the
				  Company or any other person to produce any such information required for
				  verification purposes or which the Administrator or any of its directors,
				  officers and employees may otherwise suffer as a result of any violations of
				  law committed by an investor or other third party.
				

			 

 

	 
		NO PARTNERSHIP
	 

	 
			
				
				  29.
				

			 	
				
				  Nothing herein contained shall
				  constitute a partnership between the parties hereto nor shall the staff of the
				  Administrator referred to in clause 6(a)(v) hereof be deemed to be employees of
				  the Company or entitled to any remuneration or other benefits from the
				  Company.
				

			 

 

	 
		COUNTERPARTS
	 

	 
			
				
				  30.
				

			 	
				
				  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
	 

	 
			
				
				  31.
				

			 	
				
				  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.
				

			 

 

	 
		 
	 


	 
		10
	 

	 
		 
	 

	 
 

	 
		GOVERNING LAW AND JURISDICTION

	 

	 
			
				
				  32.
				

			 	
				
				  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
	 

	 
			
				
				  33.
				

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

			 

 

	 
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		intentionally left blank
	 

	 
		 
	 



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

	 
		 
	 

	 
			
				
				  Signed for and on behalf of
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  GREENLIGHT REINSURANCE, LTD.
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  by Alan Brooks,
				

			 	
				
				   
				

			 	
				
				  ) 
				

			 	
				
				  /s/ Alan Brooks
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  in the presence of:
				

			 	
				
				   
				

			 	
				
				  ) 
				

			 	
				
				  /s/ David Einhorn
				

			 

 

	 
		 
	 

	 
			
				
				  /s/
				

			 	
				
				  J. Paul Drake 
				

			 	
				
				   
				

			 
	
				
				  Witness
				

			 	
				
				   
				

			 
	
				
				  Address:
				

			 	
				
				  PO Box 448 GT
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Grand Cayman
				

			 	
				
				   
				

			 
	
				
				  and by David Einhorn
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  in the presence of:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 
	
				
				  /s/
				

			 	
				
				  Daniel Roitman
				

			 	
				
				   
				

			 
	
				
				  Witness
				

			 	
				
				   
				

			 
	
				
				  Address:
				

			 	
				
				  140 E. 45 St.
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  New York, NY 10017
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  Signed for and on behalf of
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  HSBC FINANCIAL SERVICES
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  (CAYMAN) LIMITED
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  by
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  and
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  in the presence of:
				

			 	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 
	
				
				  Witness
				

			 	
				
				   
				

			 

 

	 
		 
	 



	 
		12
	 

	 
		 
	 

	 
 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		SCHEDULE 1
	 

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

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  in respect of clause 10(a) the sum
				  of US$3,740 per annum.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  in respect of clause 10(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
				

			 

 

	 
		 
	 



	 
		13