8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

April 27, 2011

Date of report (Date of earliest event reported)

GREENLIGHT CAPITAL RE, LTD.

(Exact name of registrant as specified in charter)

Cayman Islands (State or other jurisdiction of incorporation)	001-33493 (Commission file number)	N/A (IRS employer identification no.)
65 Market Street, Suite 1207 Camana Bay, P.O. Box 31110 Grand Cayman, Cayman Islands (Address of principal executive offices)		KY1-1205 (Zip code)

(345) 943-4573

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On May 2, 2011, Greenlight Capital Re, Ltd. (the “Registrant”), issued a press release announcing its financial results for the first quarter ended March 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

In accordance with general instruction B.2 to Form 8-K, the information set forth in this Item 2.02 (including Exhibit 99.1) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission (the "SEC") for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Announcement of Chief Executive Officer Resignation and Successions Effective August 15, 2011.

On May 2, 2011, the Registrant issued a press release announcing the retirement of Leonard Goldberg as the Chief Executive Officer of the Registrant effective August 15, 2011. Mr. Goldberg will continue to be actively involved as a continuing member of each of the board of directors of the Registrant and Greenlight Reinsurance, Ltd. The Registrant also issued a press release announcing that Barton Hedges, the current President and Chief Underwriting Officer of the Registrant, will be promoted to Chief Executive Officer, succeeding Mr. Goldberg upon his retirement. Mr. Hedges is expected to become a member of each of the board of directors of the Registrant and Greenlight Reinsurance, Ltd. 

Mr. Hedges' Employment Terms.

The Registrant, Greenlight Reinsurance, Ltd. (together with the Registrant, the “Employer”) and Barton Hedges have agreed to certain employment agreement terms (the “Employment Terms”), to become effective as of August 15, 2011 (the “Effective Date”).  The Employment Terms will supersede the terms of Mr. Hedges’ current employment agreement.  Pursuant to the Employment Terms, Mr. Hedges will become Chief Executive Officer, be employed “at will” and continue employment until terminated upon advance written notice by either the Employer or Mr. Hedges.  As of the Effective Date, Mr. Hedges will be entitled to receive an annual salary of not less than $500,000, subject to increase as determined by the Registrant’s Board of Directors (the “Board”), and an annual performance-based bonus with a target equal to 100% of base salary.  Mr. Hedges will also receive a Cayman Islands housing allowance of $6,000 per month and be entitled to participate in the Registrant’s employee benefit plans and insurance programs.  Mr. Hedges will also be reimbursed for certain tax preparation expenses.

As soon as practicable following the Effective Date, Mr. Hedges will be granted a ten year option to acquire 100,000 Class A ordinary shares of the Registrant with a per share exercise price equal to the fair market value per share on the date of grant.  Subject to Mr. Hedges’ continuing employment with the Employer on the relevant date of grant, for each year after 2011, on the third Nasdaq trading day following the Registrant’s release of earnings results for the quarterly periods ended on each of June 30, the Registrant will grant Mr. Hedges an additional ten year option as of such date with a value of $500,000 based on a Black Scholes valuation.  Options granted to Mr. Hedges will vest as follows: 25% on the relevant date of grant and 25% on each of the first three anniversaries of such date, subject to Mr. Hedges’ continuing employment on the relevant vesting date.

In addition to perpetual confidentiality and non-disparagement requirements, Mr. Hedges will be subject to a six-month post-termination non-competition restriction, a twelve-month post-termination non-solicitation restriction with respect to employees and a twenty-four-month post-termination non-solicitation restriction with respect to customers and clients.

In the event that the Employer terminates Mr. Hedges’ employment without “cause”, or Mr. Hedges terminates for “good reason,” the Employer will pay Mr. Hedges a lump sum payment as soon as practicable following the date of termination, but in no event later than two and a half months following the date of termination, equal to accrued but unpaid base salary, bonus, and vacation pay; and a pro-rated portion of the target bonus that would have been paid for the year in which his employment terminated assuming the applicable targets have been achieved.  In addition, the Employer will pay Mr. Hedges as severance in twelve monthly installments the sum of his annual base salary and target bonus provided that he does not breach certain restrictive covenants.  If the Board determines, in its discretion, that severance payments due are “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and that Mr. Hedges is a “specified employee” under the Code and the regulations and other guidance issued there under, then such severance payments shall commence on the first payroll date following the six month anniversary of the date of termination.

If Mr. Hedges’ employment terminates as a result of his death, Mr. Hedges’ beneficiary, legal representatives or estate will be entitled to accrued but unpaid base salary, bonus and vacation pay; and a pro-rated portion of the target bonus that would have been paid for the year in which his employment terminated assuming targets had been achieved, as soon as practicable, but not more than 90 days, following the date of such termination.  In addition, if Mr. Hedges’ employment terminates as a result of his death, his spouse and dependents will be entitled to receive health benefits for one year. The Employer may terminate Mr. Hedges’ employment agreement upon 30 days’ prior written notice if he becomes disabled. If Mr. Hedges’ employment terminates because of disability, in addition to the accrued but unpaid compensation discussed above and pro-rated bonus, Mr. Hedges will be entitled to receive base salary and continued health benefits for the lesser of one year or until Mr. Hedges is eligible to receive long-term disability benefits under any long-term disability plan that the Registrant may establish.  Continued base salary payments will be paid in accordance with the Employer’s regular payroll schedule.

The Employer may require that Mr. Hedges execute a release of claims against it as a condition for compensation or benefits payable upon any termination of employment.

Mr. Goldberg's Retirement Terms.

Pursuant to a resignation  letter, dated April 28, 2011, tendered to and accepted by each of the board of directors of the Registrant and Greenlight Reinsurance, Ltd. (together, the “Companies”), Mr. Goldberg resigned as Chief Executive Officer of each of the Companies effective August 15, 2011.  In connection therewith, Mr. Goldberg waived and forfeited any right to receive severance under his existing employment agreement and agreed that all other provisions, terms and conditions therein remain unmodified and in full force and effect, unless his employment is terminated by the Companies prior to August 15, 2011.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Registrant held its 2011 Annual General Meeting of Shareholders on April 27, 2011. Pursuant to the Registrant’s Third Amended and Restated Articles of Association (the "Articles of Association"), each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes per share; provided, however, that the total voting power of the issued and outstanding Class B ordinary shares shall not exceed 9.5% of the total voting power of all issued and outstanding ordinary shares. Since, on the record date of the 2011 Annual Meeting of Shareholders, the total voting power of the issued and outstanding Class B ordinary shares exceeded 9.5% of the total voting power, the voting power of the Class B ordinary shares was reduced with the excess being allocated to the Class A ordinary shares in accordance with Article 53 of the Articles of Association. In addition, the Articles of Association provide that no holder of Class A ordinary shares shall be permitted to acquire an amount of shares which would cause any person to own 9.9% or more of the total voting power of the issued and outstanding ordinary shares. Therefore, the excess voting power from the Class B ordinary shares allocated to the Class A ordinary shares and the Class A ordinary shares allocated to other Class A ordinary shares were restricted to 9.9% for each holder of Class A ordinary shares with the excess being allocated to the other holders of Class A ordinary shares in accordance with Article 54 of the Articles of Association.

The following tables summarize the final voting results after adjustment of the voting power. For more information on the following proposals, see the Registrant's Proxy Statement dated March 4, 2011.

(1) The following seven persons were elected Directors of the Registrant by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2012.

Director	Class A For		Class A Against		Class A Abstain		Class A broker non-votes		Class B For		Class B Against		Class B Abstain		Class B broker non-votes
Alan Brooks		45,006,438		295,442		76,234		20,704,943		8,812,259		0		0		0
David Einhorn		45,001,864		312,937		63,313		20,704,943		8,812,259		0		0		0
Leonard Goldberg		44,978,806		320,573		78,735		20,704,943		8,812,259		0		0		0
Ian Isaacs		31,140,573		14,173,381		64,161		20,704,943		8,812,259		0		0		0
Frank Lackner		44,997,746		303,161		77,207		20,704,943		8,812,259		0		0		0
Bryan Murphy		45,004,720		296,312		77,082		20,704,943		8,812,259		0		0		0
Joseph Platt		44,073,159		1,217,481		87,474		20,704,943		8,812,259		0		0		0

(2) The following seven persons were elected Directors of Greenlight Reinsurance, Ltd. by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2012.

Director	Class A For		Class A Against		Class A Abstain		Class A broker non-votes		Class B For		Class B Against		Class B Abstain		Class B broker non-votes
Alan Brooks		45,008,961		295,698		73,456		20,704,943		8,812,259		0		0		0
David Einhorn		45,003,214		315,616		59,284		20,704,943		8,812,259		0		0		0
Leonard Goldberg		44,981,963		322,696		73,456		20,704,943		8,812,259		0		0		0
Ian Isaacs		43,905,705		1,412,277		60,132		20,704,943		8,812,259		0		0		0
Frank Lackner		44,997,846		307,091		73,178		20,704,943		8,812,259		0		0		0
Bryan Murphy		45,006,071		296,490		75,553		20,704,943		8,812,259		0		0		0
Joseph Platt		44,074,510		1,218,909		84,695		20,704,943		8,812,259		0		0		0

(3) The following five persons were elected Directors of Greenlight Reinsurance Ireland, Ltd. by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2012.

	Class A For		Class A Against		Class A Abstain		Class A broker non-votes		Class B For		Class B Against		Class B Abstain		Class B broker non-votes
Leonard Goldberg		44,984,186		316,166		77,763		20,704,943		8,812,259		0		0		0
Philip Harkin		44,990,677		298,588		88,850		20,704,943		8,812,259		0		0		0
Frank Lackner		45,000,624		296,254		81,236		20,704,943		8,812,259		0		0		0
David Maguire		44,995,317		301,397		79,986		20,706,358		8,812,259		0		0		0
Brendan Tuohy		44,990,121		296,643		91,351		20,704,943		8,812,259		0		0		0

(4) The shareholders ratified the appointment of BDO USA, LLP to serve as the independent auditors of the Registrant for the fiscal year ending December 31, 2011.

	Class A		Class B
For		65,966,676		8,812,259
Against		19,854		0
Abstain		96,527		0
Broker non-votes		0		0

(5) The shareholders ratified the appointment of BDO Cayman Islands to serve as the independent auditors of Greenlight Reinsurance, Ltd. for the fiscal year ending December 31, 2011.

	Class A		Class B
For		65,963,803		8,812,259
Against		23,519		0
Abstain		95,735		0
Broker non-votes		0		0

(6) The shareholders ratified the appointment of BDO, Registered Auditors in Ireland to serve as the independent auditors of Greenlight Reinsurance Ireland, Ltd. for the fiscal year ending December 31, 2011.

	Class A		Class B
For		65,966,304		8,812,259
Against		21,341		0
Abstain		95,413		0
Broker non-votes		0		0

(7) The shareholders approved the compensation of the Registrant's executive officers pursuant to the compensation disclosure rules of the Securities and Exchange Commission, or "say-or-pay" votes.

	Class A		Class B
For		43,273,495		8,812,259
Against		54,288		0
Abstain		2,050,331		0
Broker non-votes		0		0

(8) The shareholders voted for 1 year as the frequency with which say-on-pay votes should be held in the future.

	Class A		Class B
1 year		37,999,177		8,812,259
2 years		415,619		0
3 years		4,738,281		0
Abstain		2,225,037		0
Broker non-votes		0		0

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Earnings press release, "Greenlight Re Announces First Quarter 2011 Financial Results", dated May 2, 2011, issued by the Registrant.

99.2 Announcement press release, "Len Goldberg To Retire As CEO of Greenlight Re", dated May 2, 2011, issued by the Registrant.

99.3 Announcement press release, "Greenlight Re Promotes Bart Hedges to CEO", dated May 2, 2011, issued by the Registrant.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GREENLIGHT CAPITAL RE, LTD.
(Registrant)
By:	/s/ Tim Courtis
Name:	Tim Courtis
Title:	Chief Financial Officer
Date:	May 2, 2011

EX-99.1

GREENLIGHT RE ANNOUNCES

FIRST QUARTER 2011 FINANCIAL RESULTS

GRAND CAYMAN, Cayman Islands (May 2, 2011) - Greenlight Capital Re, Ltd. (NASDAQ: GLRE) today announced financial results for the first quarter of 2011.  Greenlight Re reported a net loss of $43.0 million for the first quarter of 2011 compared to a net loss of $12.4 million for the same period in 2010.  The net loss per share was $1.19 for the first quarter of 2011, compared to a net loss per share of $0.34 for the same period in 2010.

Fully diluted adjusted book value per share was $20.23 as of March 31, 2011, an 8.8% increase from $18.60 per share as of March 31, 2010.

“A number of global events occurred in the first quarter of 2011 which impacted the reinsurance sector.  We reported a small underwriting loss in what remains a challenging environment,” said David Einhorn, Chairman of the Board of Directors of Greenlight Re.  “Our investment portfolio continued to be defensively positioned, and suffered a loss due principally to the underperformance of our short positions.”

Other financial and operating highlights for Greenlight Re for the first quarter ended March 31, 2011 include:

· Gross written premiums in the first quarter of 2011 were $100.7 million compared to $66.9 million in the first quarter of 2010, while net earned premiums were $105.2 million, an increase from $55.3 million reported in the first quarter of last year.

·   Gross loss provisions totaling $10.0 million have been booked in respect of estimated losses from first quarter 2011 earthquakes in Japan and New Zealand. The loss, net of additional premiums, was $8.8 million.  The combined ratio was 107.4% in the first quarter of 2011 compared to 92.6% in the first quarter of 2010.

·   A net investment loss of $36.2 million or 3.4% was reported on the investment portfolio in the first quarter of 2011, compared to a net investment loss of $16.8 million, or 1.9%, in the first quarter of 2010.

“Our frequency-oriented portfolio was not impacted materially by the large events that resonated throughout the industry,” said Len Goldberg, Chief Executive Officer of Greenlight Re.  “We remain committed to our strategy and are pleased with our underwriting portfolio. We are well positioned to take advantage of any upturn in pricing that may result from recent industry events.”

Conference Call Details

Greenlight Re will hold a live conference call to discuss its financial results for the first quarter of 2011 on Tuesday, May 3, 2011 at 9:00 a.m. Eastern time.  The conference call title is Greenlight Capital Re, Ltd. First Quarter 2011 Earnings Call.

To participate, please dial in to the conference call at:

U.S. toll free                             1-877-317-6789

International                              1-412-317-6789

The conference call can also be accessed via webcast at:

https://services.choruscall.com/links/glre110503.html

A telephone replay of the call will be available from 11:00 a.m. Eastern time on May 3, 2011 until 9:00 a.m. Eastern time on May 18, 2011.  The replay of the call may be accessed by dialing 1-877-344-7529 (U.S. toll free) or 1-412-317-0088 (international), access code 450270. An audio file of the call will also be available on the Company’s website, www.greenlightre.ky .

###

Regulation G

Fully diluted adjusted book value per share is a non-GAAP measure and represents basic adjusted book value per share combined with the impact from dilution of share based compensation including in-the-money stock options as of any period end.  Book value is adjusted by subtracting the amount of the non-controlling interest in joint venture from total shareholders’ equity to calculate adjusted book value.  We believe that long term growth in fully diluted adjusted book value per share is the most relevant measure of our financial performance.  In addition, fully diluted adjusted book value per share may be of benefit to our investors, shareholders and other interested parties to form a basis of comparison with other companies within the reinsurance industry.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. Federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on behalf of the Company. These risks and uncertainties include the impact of general economic conditions and conditions affecting the insurance and reinsurance industry, the adequacy of our reserves, our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market fluctuations, trends in insured and paid losses, catastrophes, regulatory and legal uncertainties and other factors described in our annual report on Form 10-K filed with the Securities Exchange Commission.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Greenlight Capital Re, Ltd.

Greenlight Re (www.greenlightre.ky) is an AM Best "A-" (Excellent) rated specialist property and casualty reinsurance company based in the Cayman Islands.  The Company provides a variety of custom-tailored reinsurance solutions to the insurance, risk retention group, captive and financial marketplaces.  Established in 2004, Greenlight Re selectively offers customized reinsurance solutions in markets where capacity and alternatives are limited.  With a focus on deriving superior returns from both sides of the balance sheet, Greenlight Re's assets are managed according to a value-oriented equity-focused strategy that complements the Company's business goal of long-term growth in book value per share.

Contact:

Alex Stanton

Stanton Public Relations & Marketing

(212) 780-0701

astanton@stantonprm.com

GREENLIGHT CAPITAL RE, LTD.

 CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2011 and December 31, 2010

(expressed in thousands of U.S. dollars, except per share and share amounts)

	March 31, 2011 (unaudited)		December 31, 2010 (audited)
Assets
Investments
Debt instruments, trading, at fair value	$	2,912	$	15,610
Equity securities, trading, at fair value		897,429		839,921
Other investments, at fair value		197,461		196,490
Total investments		1,097,802		1,052,021
Cash and cash equivalents		37,029		45,540
Restricted cash and cash equivalents		938,173		977,293
Financial contracts receivable, at fair value		26,700		28,701
Reinsurance balances receivable		109,421		109,567
Loss and loss adjustment expenses recoverable		14,580		11,976
Deferred acquisition costs, net		87,090		87,389
Unearned premiums ceded		7,809		7,424
Notes receivable		15,367		14,205
Other assets		2,557		3,886
Total assets	$	2,336,528	$	2,338,002
Liabilities and shareholders’ equity
Liabilities
Securities sold, not yet purchased, at fair value	$	636,675	$	726,737
Financial contracts payable, at fair value		12,648		22,746
Due to prime brokers		401,474		273,071
Loss and loss adjustment expense reserves		219,709		186,467
Unearned premium reserves		227,630		234,983
Reinsurance balances payable		18,845		20,164
Funds withheld		24,562		22,887
Other liabilities		9,331		11,786
Total liabilities		1,550,874		1,498,841
Shareholders’ equity
Preferred share capital (par value $0.10; authorized, 50,000,000; none issued)		—		—
Ordinary share capital (Class A: par value $0.10; authorized, 100,000,000; issued and outstanding, 30,285,572 (2010: 30,200,835): Class B: par value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,949 (2010: 6,254,949))		3,654		3,646
Additional paid-in capital		486,566		485,555
Non-controlling interest in joint venture		34,222		45,758
Retained earnings		261,212		304,202
Total shareholders’ equity		785,654		839,161
Total liabilities and shareholders’ equity	$	2,336,528	$	2,338,002

GREENLIGHT CAPITAL RE, LTD.

 CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 (UNAUDITED)

For the three months ended March 31, 2011 and 2010

(expressed in thousands of U.S. dollars, except per share and share amounts)

	Three months ended  March 31,
	2011			2010
Revenues
Gross premiums written	$	100,739		$	66,887
Gross premiums ceded		(3,476	)		(578	)
Net premiums written		97,263			66,309
Change in net unearned premium reserves		7,894			(10,993	)
Net premiums earned		105,157			55,316
Net investment loss		(36,176	)		(16,831	)
Other income (expense), net		(261	)		(154	)
Total revenues		68,720			38,331
Expenses
Loss and loss adjustment expenses incurred, net		65,725			29,135
Acquisition costs, net		42,121			16,910
General and administrative expenses		4,999			5,147
Total expenses		112,845			51,192
Net loss before non-controlling interest and income tax expense		(44,125	)		(12,861	)
Non-controlling interest in loss of joint venture		1,136			479
Net loss before income tax expense		(42,989	)		(12,382	)
Income tax expense		(1	)		(9	)
Net loss	$	(42,990	)	$	(12,391	)
Loss per share
Basic	$	(1.19	)	$	(0.34	)
Diluted	$	(1.19	)	$	(0.34	)
Weighted average number of ordinary shares used in the determination of:
Basic		36,118,963			35,949,107
Diluted		36,118,963			35,949,107

The following table provides the ratios for the three months ended March 31, 2011 and 2010.

	Three months ended March 31, 2011									Three months ended March 31, 2010
	Frequency			Severity			Total			Frequency			Severity			Total
Loss ratio		57.1	%		139.8	%		62.5	%		62.6	%		4.4	%		52.7	%
Acquisition cost ratio		42.0	%		11.7	%		40.1	%		34.9	%		9.7	%		30.6	%
Composite ratio		99.1	%		151.5	%		102.6	%		97.5	%		14.1	%		83.3	%
Internal expense ratio								4.8	%								9.3	%
Combined ratio								107.4	%								92.6	%

EX-99.2

LEN GOLDBERG TO RETIRE AS CEO OF GREENLIGHT RE

Bart Hedges Appointed Successor

GRAND CAYMAN, Cayman Islands (May 2, 2011) – Greenlight Capital Re, Ltd.  (NASDAQ: GLRE) (“Greenlight Re” or the “Company”), a multi-line property and casualty reinsurance company headquartered in the Cayman Islands, today announced that Chief Executive Officer Len Goldberg will retire on August 15, 2011.  Bart Hedges, current President and Chief Underwriting Officer of Greenlight Re, will succeed Goldberg upon his retirement.

“I am proud to have been involved with Greenlight Re from start-up through its evolution to the Company it is today, and now I have made a personal decision to return to the U.S. to spend more time with my family,” said Goldberg.  “I intend to continue to have a significant interest in Greenlight Re, and I am committed to a seamless transition and to supporting the Company’s growth as a continuing Board member.”

“We are very grateful to Len for his outstanding contributions in driving Greenlight Re’s development to date,” said David Einhorn, Chairman of the Board of Directors of Greenlight Re.  “We understand his decision and are pleased that he will remain an important contributor to the Company’s success as an active member of the Board.”

Goldberg served as Chief Executive Officer and a Director since August 2005.  Hedges joined Greenlight Re in January 2006 as President and Chief Underwriting Officer and has 25 years experience in the property and casualty insurance and reinsurance industry.

###

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. Federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on behalf of the Company. These risks and uncertainties include the impact of general economic conditions and conditions affecting the insurance and reinsurance industry, the adequacy of our reserves, our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market fluctuations, trends in insured and paid losses, catastrophes, regulatory and legal uncertainties and other factors described in our annual report on Form 10-K filed with the Securities Exchange Commission.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Greenlight Capital Re, Ltd.

Greenlight Re (www.greenlightre.ky) is an AM Best "A-" (Excellent) rated specialist property and casualty reinsurance company based in the Cayman Islands.  The Company provides a variety of custom-tailored reinsurance solutions to the insurance, risk retention group, captive and financial marketplaces.  Established in 2004, Greenlight Re selectively offers customized reinsurance solutions in markets where capacity and alternatives are limited.  With a focus on deriving superior returns from both sides of the balance sheet, Greenlight Re's assets are managed according to a value-oriented equity-focused strategy that complements the Company's business goal of long-term growth in book value per share.

Contact:

Alex Stanton

Stanton Public Relations & Marketing

(212) 780-0701

astanton@stantonprm.com

EX-99.3

GREENLIGHT RE PROMOTES BART HEDGES TO CEO

GRAND CAYMAN, Cayman Islands (May 2, 2011) – Greenlight Capital Re, Ltd.  (NASDAQ: GLRE) (“Greenlight Re” or the “Company”), a multi-line property and casualty reinsurance company headquartered in the Cayman Islands, today announced that the Company will promote Bart Hedges to Chief Executive Officer effective August 15, 2011.

Hedges is the current President and Chief Underwriting Officer of Greenlight Re.  He will succeed Greenlight Re Chief Executive Officer Len Goldberg effective with Goldberg’s planned retirement.  Hedges will also serve on the Board of Greenlight Re.

“Greenlight Re is staffed with a small team of highly capable executives and professionals.  As a result, we believe the Company is well positioned to execute on its business plan under Bart’s leadership.  With five years of experience working with Bart, we know first hand that he is highly capable and prepared to lead Greenlight Re in its next stage of development,” stated David Einhorn, Chairman of the Board of Directors of Greenlight Re.  “Bart has significant executive experience and has worked closely with Len to build the Company.  This is a natural leadership transition which will serve Greenlight Re well.”

“I am very excited about the opportunity to lead Greenlight Re,” said Hedges.  “I firmly believe in our unique business model, which enables us to select the best opportunities for our underwriting portfolio and investment activities.  Together with our talented team of professionals who share that vision, I look forward to continuing to build long-term relationships with clients and executing Greenlight Re’s strategy.”

“Bart’s disciplined underwriting style and proven decision-making track record have been instrumental to the success of Greenlight Re,” said Goldberg.  “I am delighted the Board has selected him to continue to execute our mission.”

With 25 years of reinsurance experience and 10 years in executive leadership roles, Hedges, 45, has a proven record of success.  He joined Greenlight Re in January 2006 as President and Chief Underwriting Officer, playing a key role in establishing the Company in the offshore reinsurance market.  Previously Hedges served as President and Chief Operating Officer at Platinum Underwriters Bermuda Ltd., reporting directly to the Board of Directors, where he was responsible for the initial start-up and managed its day-to-day operations.  Prior to that, Hedges held executive positions at Scandinavian Reinsurance Company Bermuda Ltd., as President and Chief Executive Officer and as Executive Vice President and Chief Operating Officer.  Hedges honed his actuarial analysis, client management and business development skills as an Actuarial Consultant with Tillinghast-Towers Perrin, and as a Senior Manager at Deloitte & Touche.  Hedges is a Fellow of the Casualty Actuarial Society, and a Member of the American Academy of Actuaries.  He received a Bachelor of Science in Mathematics from Towson State University.

Concurrent with Hedges becoming Chief Executive Officer, Greenlight Re will promote Brendan Barry to Chief Underwriting Officer and Claude Wagner to Chief Actuary.  Both are currently senior executives at Greenlight Re.  As Senior Vice President with Greenlight Re since 2006, Barry has been instrumental in building the underwriting portfolio and managing many of the day-to-day operations of the underwriting team.  Wagner, who has also been with Greenlight Re since 2006, has served as Vice President, Actuary, and is a Fellow of the Casualty Actuarial Society.

“Brendan and Claude have been instrumental in building our team of underwriters and actuaries and executing our underwriting strategy.  They have earned the respect of their teams, and demonstrated the leadership necessary to help us to continue to navigate the market effectively,” said Hedges.

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Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. Federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on behalf of the Company. These risks and uncertainties include the impact of general economic conditions and conditions affecting the insurance and reinsurance industry, the adequacy of our reserves, our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market fluctuations, trends in insured and paid losses, catastrophes, regulatory and legal uncertainties and other factors described in our annual report on Form 10-K filed with the Securities Exchange Commission.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Greenlight Capital Re, Ltd.

Greenlight Re (www.greenlightre.ky) is an AM Best "A-" (Excellent) rated specialist property and casualty reinsurance company based in the Cayman Islands.  The Company provides a variety of custom-tailored reinsurance solutions to the insurance, risk retention group, captive and financial marketplaces.  Established in 2004, Greenlight Re selectively offers customized reinsurance solutions in markets where capacity and alternatives are limited.  With a focus on deriving superior returns from both sides of the balance sheet, Greenlight Re's assets are managed according to a value-oriented equity-focused strategy that complements the Company's business goal of long-term growth in book value per share.

Contact:

Alex Stanton

Stanton Public Relations & Marketing

(212) 780-0701

astanton@stantonprm.com