SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

_____________________________

☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association                         04-3401714

(Jurisdiction of incorporation or                            (I.R.S. Employer

organization if not a U.S. national                        Identification No.)

bank)

150 Royall Street, Canton, MA02021

(Address of principal executive offices)                            (Zip code)

Jerry Urbanek, Trust Officer

6200 S. Quebec St., Greenwood Village CO 80111

(440) 239-7359

(Name, address and telephone number of agent for service)

Greenlight Capital Re, Ltd

(Exact name of obligor as specified in charter)

Cayman Islands N/A
(State or other jurisdiction of                        (I.R.S. Employer

incorporation or organization)                        Identification No.)

65 Market Street, Suite 1207, Jasmine Court

P.O. Box 31110

Camana Bay

Grand Cayman, KY1-1205

Cayman Islands

(345) 943-4573
(Address of Principal Executive Offices)

__________________________

Senior Debt Securities

(Title of the indenture securities, under the Senior Debt Indenture)

Subordinated Debt Securities

(Title of the indenture securities, under the Subordinated Debt Indenture)

Item 1.    General Information. Furnish the following information as to the trustee:

(a)    Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

340 Madison Avenue, 4th Floor

New York, NY 10017-2613

(b)    Whether it is authorized to exercise corporate trust powers.

    The trustee is authorized to exercise corporate trust powers.

Item 2.    Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

    None.

Item 16. List of Exhibits.    List below all exhibits filed as a part of this Statement of Eligibility.

1.A copy of the articles of association of the trustee. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-179383).

2.A copy of the certificate of authority of the trustee to commence business. (See Exhibit 2 to Form T-1 filed with Registration Statement No. 333-179383).

3.A copy of the authorization of the trustee to exercise corporate trust powers. (See Exhibits 1 and 2).

4.A copy of the existing bylaws of the trustee, as now in effect. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-179383).

6.The consent of United States institutional trustees required by Section 321(b) of the Act.

7.A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland and the State of Ohio on the 24th day of June, 2021.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

By:     /s/ Jerry Urbanek        

                            Name:     Jerry Urbanek

                            Title:     Trust Officer

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
By:	/s/ Jerry Urbanek
	Jerry Urbanek
	Trust Officer

Cleveland, Ohio
June 24, 2021

EXHIBIT 7

Consolidated Report of Condition of

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

150 Royall Street, Canton, MA 02021

at the close of business December 31, 2020.

ASSETS	Dollar Amounts In Thousands
Cash and balances due from depository institutions:
Noninterestbearing balances and currency and coin	-0-
Interestbearing balances	-0-
Securities:
Held-to-maturity securities	-0-
Available-for-sale securities	31,346
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	-0-
Securities purchased under agreements to    resell………………………………………	-0-
Loans and lease financing receivables:
Loans and leases held for sale…………….	-0-
Loans and leases, net of unearned income……………	-0-
LESS: Allowance for loan and lease losses………...	-0-
Loans and leases, net of unearned income and allowance	-0-
Trading assets	-0-
Premises and fixed assets (including capitalized leases)	-0-
Other real estate owned	-0-
Investments in unconsolidated subsidiaries and associated companies	-0-
Direct and indirect investments in real estate ventures	-0-
Intangible assets:
Goodwill	7,756
Other intangible assets	-0-
Other assets	817
Total assets	39,919
LIABILITIES

Deposits:
In domestic offices	-0-
Noninterestbearing	-0-
Interestbearing	-0-
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic      offices……………………………………    .	-0-
Securities sold under agreements to      repurchase	-0-
Trading liabilities	-0-
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)…….	-0-
Not applicable
Not applicable
Subordinated notes and debentures	-0-
Other liabilities	3,776
Total liabilities	3,776
EQUITY CAPITAL
Perpetual preferred stock and related surplus…………………………………….	0
Common stock	500
Surplus (exclude all surplus related to preferred stock)	30,024
Retained earnings	5,619
Accumulated other comprehensive income………	-0-
Other equity capital components…………………	-0-
Total bank equity capital	36,143
Noncontrolling (minority) interests in consolidated subsidiaries ………………………	-0-
Total equity capital	36,143
Total liabilities and equity capital	39.919

I, Robert G. Marshall, Assistant Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

/s/ Robert G. Marshall

Robert G. Marshall

Assistant Controller