EXHIBIT
10.28




AMENDMENT
NO. 1 (this “Amendment”),
dated as of February 20, 2009, to that certain Agreement (the “Agreement”),
dated as of January 1, 2008, is made by and among GREENLIGHT REINSURANCE, LTD.,
GREENLIGHT CAPITAL RE, LTD. (for limited purposes) and DME ADVISORS,
LP.
  A.  The
parties are party to the Agreement.
  B.  The
parties hereto now wish to amend the Agreement as provided herein.
  In
consideration of the premises and the mutual covenants and the agreements herein
set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
  1.  Capitalized
Terms.  Capitalized terms used but not otherwise defined herein
will have the meanings given to them in the Agreement.
  2.  Amendment
to Agreement.  Pursuant to Section 8.1 of the Agreement, the
parties hereto agree that the definition of “Carryforward Account” in Article I
shall be amended and restated in its entirety to read as follows:
  ““Carryforward
Account” means a memorandum account to be recorded by DME in the books
and records of the venture with respect to each Participant that has an initial
balance of zero and that is adjusted as follows:
  As
      of the first day after the close of each Performance Period for such
      Participant (prior to giving effect to the Performance Allocation, if
      any), the balance of the Carryforward Account (a) is increased by the
      amount, if any, equal to two and one half times such Participant’s
      Negative Performance Change for such Performance Period and (b) is reduced
      (but not below zero) by the amount, if any, of such Participant’s Positive
      Performance Change for such Performance
Period.”
  3.  Agreement
in Full Force and Effect.  The parties hereto agree that except
as amended pursuant to this Amendment, the Agreement remains in full force and
effect.
  4.  Entire
Agreement.  This Amendment contains the entire agreement of the
parties with respect to the subject matter hereof and no representations,
inducements, promises or agreements, oral or otherwise, between the parties not
embodied herein shall be of no force or effect.
  5.  Governing
Law.  This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of New York without regard to the conflict
of laws principles thereof.
  6.  Counterparts.  This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
  
  In
witness whereof, the undersigned, intending to be legally bound hereby, have
duly executed this Amendment as of the day first above written.
  GREENLIGHT REINSURANCE,
LTD.
 Address
for Notices:
 802 West
Bay Road
 The Grand
Pavilion
 Grand
Cayman, KY
1-1205                                                                           By:
/s/Tim
Courtis
 Attention:  Tim
Courtis                                                                                Name:  Tim
Courtis
 Chief Financial
Officer                                                                                 
Title:  Chief Financial Officer
 Facsimile
No.:  345-745-4576
    GREENLIGHT CAPITAL RE,
LTD.
 Address
for Notices:
 802 West
Bay Road
 The Grand
Pavilion
 Grand
Cayman, KY
1-1205                                                                           By
/s/ Leonard
Goldberg
 Attention:  Leonard
Goldberg                                                                    Name:  Leonard
Goldberg
 Chief Executive
Officer                                                                               
Title:  Chief Executive Officer
 Facsimile
No.:  345-745-4576
    DME ADVISORS,
LP
 Address
for
Notices:                                                                                    By:
DME Advisors GP, LLC, its general partner
 140 East
45th
Street, 24th
Floor
 New York,
New York 10017
 Attention:  Harry
Brandler
 Facsimile
No.:  212-973-9219                                                                       By:
/s Harry
Brandler
 Name:  Harry
Brandler
 Title:  Chief
Financial Officer