AMENDMENT TO Employment Agreement

                                  AMENDMENT TO
                              Employment Agreement


This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), dated as of March 29,
2004, is made and entered into by and between Scottish Re Group Limited, a
Cayman Islands, British West Indies company (the "Company") and Xxxxxxx X.
Xxxxxx (the "Executive").

                              W I T N E S S E T H:

WHEREAS, on February 10, 2003, the Company and Executive executed an employment
agreement (the "Employment Agreement"); and

WHEREAS, the Company and Executive desire to amend the Employment Agreement; and

NOW, THEREFORE, in consideration of the agreements and covenants herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto covenant and agree to modify and amend
the Employment Agreement as follows:

Section 8

     (d)  Compensation upon Death . In the event of the Executive's death, the
          Company shall pay to the Executive (or beneficiaries, or estate, as
          the case may be) an amount equal to the sum of (i) the Compensation
          Payments, (ii) the Termination Bonus, if any, and (iii) an amount
          equal to the sum of the Total Cash Compensation Executive would have
          received during the remaining Term of the Agreement, such amount to be
          calculated from the date of the Executive's death (the "Death
          Calculation Period"). Notwithstanding the foregoing provisions of this
          Section 8(d), where the Death Calculation Period is for thirty-six
          (36) calendar months or less, the Company shall pay the Executive
          under 8(d)(iii) an amount equal to the sum of three (3) full year's
          Total Cash Compensation. Executive shall be entitled to any other
          rights, compensation and/or benefits as may be due to Executive in
          accordance with the terms and provision of any agreements, plans or
          programs of the Company.






        IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first written above.



                                      /s/ Xxxxxxx X. Xxxxxx
                                      ------------------------------
                                      Xxxxxxx X. Xxxxxx


                                      SCOTTISH RE GROUP LIMITED



                                      By:  /s/ Xxxxx Xxxxxxxx
                                           ------------------------
                                      Name:     Xxxxx Xxxxxxxx
                                      Title:    Director




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