EMPLOYMENT AGREEMENT



          EMPLOYMENT AGREEMENT ("Agreement") dated as of September 24, 2007

between Scottish Re Group Limited (the "Company") and Terry Eleftheriou (the

"Employee") (together, the "Parties").



          WHEREAS, the Parties wish to establish the terms of the Employee's

employment with the Company upon the terms and conditions set forth herein, and

all other agreements with respect to the subject matter hereof;



          Accordingly, the Parties agree as follows:



               1.   Employment and Acceptance. The Company shall employ the

Employee, and the Employee shall accept employment, subject to the terms of this

Agreement, on October 1, 2007 (the "Effective Date").



               2.   Term. Subject to earlier termination pursuant to Section 5

of this Agreement, this Agreement and the employment relationship hereunder

shall continue from the Effective Date until the second (2nd) anniversary of the

Effective Date and shall automatically renew for successive one (1) year

intervals thereafter unless either party shall have given at least sixty (60)

days advance written notice to the other that it does not wish to extend the

Term. As used in this Agreement, the "Term" shall refer to the period beginning

on the Effective Date and ending on the date the Employee's employment

terminates in accordance with this Section 2 or Section 5. In the event of the

Employee's termination of employment during the Term, the Company's obligation

to continue to pay all base salary, as adjusted, bonus and other benefits then

due and payable shall terminate except as may be provided for in Section 5 of

this Agreement, or as otherwise required by law.



               3.   Duties and Positions.



               3.1  Positions. During the Term, the Employee shall serve as

Chief Financial Officer of the Company and shall report solely and directly to

the President and Chief Executive Officer of the Company (the "CEO"). The

Employee shall also serve during the Term in executive positions for one or more

of the Company's subsidiaries and affiliates for no additional consideration.



               3.2  Duties. The Employee will have such authority and

responsibilities and will perform such executive duties as are customarily

performed by a Chief Financial Officer of a public company of similar size in

similar lines of business as the Company and its subsidiaries as may be assigned

to the Employee by the CEO. The Employee will devote all his full working-time

and attention to the performance of such duties and to the promotion of the

business and interests of the Company and its subsidiaries. Nothing in this

Agreement shall prevent the Employee from (i) devoting reasonable time to

charitable, community, industry or professional activities, or (ii)

participating in, or serving on, the governing body of any civic, community or

charitable organization with which the Employee may currently be or hereafter

become involved; provided that such activities (A) do not materially interfere

with and are not inconsistent with Employee's performance of his duties and

obligations under this Agreement, (B) cannot reasonably be expected to cause

injury or harm to the business or reputation of the Company or any of its

subsidiaries and affiliates and (C) do not violate any provision of this

Agreement.





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               3.3  Location. The Employee shall perform his full-time services

to the Company and its subsidiaries in the Company's Bermuda office; provided

that the Employee shall be required to travel as reasonably necessary to perform

his duties hereunder. The Employee shall establish residence in Bermuda as soon

as practicable following the Effective Date.



               4.   Compensation and Benefits by the Company. As compensation

for all services rendered pursuant to this Agreement, the Company shall provide

the Employee the following during the Term and thereafter as applicable:



               4.1  Base Salary. During the Term, the Company will pay to the

Employee an annual base salary of $500,000, payable in accordance with the

customary payroll practices of the Company ("Base Salary"). The Employee's Base

Salary shall be subject to review and may be increased (but not decreased) to an

amount determined at the discretion of the Board of Directors of the Company

(the "Board") or the compensation committee thereof (which, thereafter, shall be

his "Base Salary") after taking into consideration the Employee's performance,

the Company's performance, increases in the cost of living and such other

factors as the Board or the compensation committee thereof in good faith deems

relevant. Such review shall be conducted no less frequently than once during

each calendar year at the same time the Company conducts its review of the

compensation of the Company's other senior executive officers.



               4.2  Bonuses. During the Term, the Employee shall be eligible to

receive an annual cash bonus ("Bonus") under a plan established by the Company

in the amount determined by the Board or the compensation committee thereof

based upon achievement of performance measures established by the Company, after

reasonable consultation with the Employee, and approved by the Board in its sole

discretion. The Employee's target bonus shall be seventy five percent (75%) of

Base Salary (the "Target Bonus"). For the calendar year 2007, the Employee shall

receive a Bonus in an amount equal to $150,000 (the "2007 Bonus"). The

Employee's Bonus (including the 2007 Bonus) shall be payable at such times and

in the manner consistent with the Company's policies regarding compensation of

executive employees. The Employee must not have given notice of his intention to

terminate without Good Reason prior to or at the time the Employee's Bonus

payment is to be made in order to be eligible to receive the Bonus. The Bonus

with respect to any calendar year shall be paid no earlier than January 1 and no

later than March 15 of the following calendar year.



               4.3  Participation in Employee Benefit Plans. The Employee shall

be entitled during the Term, if and to the extent eligible, to participate in

all of the applicable pension and welfare benefit plans and fringe benefits of

the Company, which may be available to other senior executives of the Company.

These plans shall include, without limitation, medical, prescription drug,

dental, vision, disability, life and accidental death insurance plans and

programs and a 401(k) plan to the extent, and on terms at least as favorable as,

such plans and programs are available to other senior executives of the Company.

The Company may at any time or from time to time amend, modify, suspend or

terminate any employee benefit plan, program or arrangement for any reason

without the Employee's consent if such amendment, modification, suspension or

termination is consistent with the amendment, modification, suspension or

termination for other executives of the Company. In each calendar year prior to

the date the Employee's employment terminates due to Disability (as defined

below), the Employee shall be entitled to receive up to ninety (90) days of full

salary continuation in the





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event he is unable to perform his duties hereunder without reasonable

accommodation due to a physical or mental illness or injury.



               4.4  Equity Compensation. During the Term, the Employee shall be

eligible to participate in the 2007 Scottish Re Group Limited Stock Option Plan,

an equity incentive compensation plan established by the Company (the "Equity

Incentive Plan"), pursuant to the terms of the Equity Incentive Plan and any

applicable agreements thereunder as determined from time to time by the Board.

The Employee shall receive an initial grant of the option to purchase 800,000

ordinary shares of the Company (the "Initial Grant") pursuant to the terms of

the Equity Incentive Plan and any applicable agreements thereunder.

Notwithstanding the foregoing or the terms of the equity Incentive Plan, the

Employee's award agreement with respect to the Initial Grant shall provide that

if the Employee's employment is terminated by the Company without "Cause" (as

defined below), the Employee terminates his employment with "Good Reason" (as

defined below) or the Employee's employment with the Company terminates in

connection with the Company's determination not to extend or renew the Term

pursuant to Section 2, to the extent not previously forfeited, the unvested

portion of the Initial Grant, if any, shall become vested and exercisable, and

shall remain exercisable for a period of ninety (90) days following the date of

such termination of employment.



               4.5  Relocation. The Company shall provide the Employee (on a

fully grossed up tax neutral basis), directly or through reimbursement (as

determined in the Company's reasonable discretion) the following relocation,

housing and transportation benefits: (a) a suitable apartment or comparable

residence in Bermuda, which the Company shall directly lease for the Employee's

use, and shall pay or reimburse other reasonable costs associated with such

residence during the Term (at a cost not to exceed $12,000 per month plus

utilities), (b) a car and a scooter to be used in Bermuda by the Employee for

local ground transportation, (c) through the end of the 2008 calendar year, a

suitable apartment or comparable residence for the Employee in the Charlotte, NC

area when the Employee is required to perform services for the Company in its

Charlotte, NC location (at a cost not to exceed $2,000 per month plus

utilities); (d) until the earlier of (i) September 1, 2008 and (ii) the date of

the relocation of the Employee's family to a Company location, pursuant to the

Company's normal travel expense policy, weekly air travel between the Employee's

home in Houston, TX and the Company locations (such payment or reimbursement to

include ground transportation between the Employee's home and the applicable

Houston metropolitan area airport), and (e) all reasonable costs associated with

relocating the Employee and his family and transporting the Employee's household

goods to Bermuda or to Charlotte, NC (such amounts paid by the Company pursuant

to subsection (e), the "Relocation Expenses"). Notwithstanding anything to the

contrary in the Scottish Re Executive Homeowner Corporate Relocation Policy (the

"Relocation Policy"), the Employee's Relocation Allowance (as defined in the

Relocation Policy) shall equal one (1) month of the Employee's salary. For the

avoidance of doubt, the Relocation Allowance shall not be provided to the

Employee on a fully grossed up tax neutral basis. Any such reimbursements and

any applicable tax gross-up payments for any reimbursement or in-kind benefit

shall be made no later than thirty (30) business days following presentation to

the Company of the bill or invoice for any such benefit. In no event will any

reimbursement or in-kind benefit in any calendar year affect any reimbursement

or in-kind benefit made in any subsequent calendar year. In no event will any

tax gross-up payment be made later than the Employee's taxable year next

following the taxable year in which the Employee remits the related taxes. In

the event that the Employee should terminate his employment with the Company

without Good Reason, the Employee shall





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reimburse to the Company a pro rata share of the Relocation Expenses in

accordance with the Relocation Policy in effect as of the Effective Date.



               4.6  Retention Bonus. Subject to the Employee's continued

employment with the Company through the date such payment is made, in the event

of a Change in Control (as defined below), the Company shall pay the Employee a

lump-sum payment equal to the sum of (x) the Employee's then current Base Salary

plus (y) the highest annual Bonus earned by the Employee (or, if higher, the

Target Bonus) during the prior two (2) fiscal years (collectively, the

"Retention Bonus"), payable within ten (10) days following the first anniversary

of the Change in Control.



          "Change of Control" shall mean (1) any person, other than Cerberus

Capital Management, L.P. ("Cerberus") or Mass Mutual Capital Partners LLC ("Mass

Mutual") or their respective affiliates, becomes the beneficial owner, directly

or indirectly, of fifty percent (50%) or more of the combined voting power of

the then issued and outstanding equity securities of the Company, or (2) the

sale, transfer or other disposition of all or substantially all of the business

and assets of the Company, whether by sale of assets, merger or otherwise

(determined on a consolidated basis) to another person other than a transaction

in which the survivor or transferee is a person controlled, directly or

indirectly, by Cerberus or Mass Mutual Capital or their affiliates.



               4.7  Expense Reimbursement. During the Term, the Employee shall

be entitled to receive reimbursement for all appropriate business expenses

incurred by him in connection with his duties under this Agreement in accordance

with the policies of the Company applicable to other executive employees as in

effect from time to time.



               4.8  Professional Fees. The Company shall pay or reimburse the

Employee (on a fully grossed up tax neutral basis) for the Employee's reasonable

attorneys' fees and costs (not to exceed $10,000) incurred during 2007 in

connection with advice pertaining to and negotiation of this Agreement upon

presentation to the Company of bills or invoices for such services and such

other supporting information as the Company may reasonably require. Such payment

or reimbursement and the corresponding gross-up payment shall be made no later

than fifteen (15) business days following presentation to the Company of the

bill or invoice for such services. In no event will the payment or reimbursement

affect any other reimbursement or in-kind benefit made in any subsequent

calendar year or be made later than December 31, 2007. In no event will the tax

gross-up payment be made later than March 31, 2008.



               4.9  Club Membership. The Company shall pay or reimburse the

Employee for (a) the initiation fee for a Bermuda country club membership and

(b) the dues for such membership (not to exceed $5,000 per calendar year)

following presentation to the Company of the bill or invoice for such membership

dues, in accordance with the Company's expense reimbursement policy.



               4.10 Signing Bonus. The company shall pay the Employee a $100,000

signing bonus upon execution of this Agreement (the "Signing Bonus"). If the

Employee's employment with the Company is terminated either (x) by the Company

for Cause or (y) by the Employee without Good Reason within one (1) year of the

Effective Date, the Employee agrees to return the entire amount of the Signing

Bonus to the Company.





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               4.11 Vacation. The Employee shall be entitled to four (4) weeks

of paid vacation per annum, in accordance with the Company's vacation policy.



               5.   Termination of Employment.



               5.1  By the Company for Cause or by the Employee Without Good

Reason. If: (i) the Company terminates the Employee's employment with the

Company for Cause (as defined below); or (ii) the Employee terminates his

employment without Good Reason (as defined below) (provided that the Employee

shall be required to give the Company at least forty-five (45) days prior

written notice of such termination), the Employee or the Employee's legal

representatives (as appropriate), shall be entitled to receive the following

(the "Accrued Benefits"):



                    (i)   the Employee's accrued but unpaid Base Salary and

benefits set forth in Sections 4.1 and 4.3, if any, to the date of termination;



                    (ii)  the unpaid portion of the Bonus, if any, relating to

the calendar year prior to the calendar year of the Employee's termination,

payable in accordance with Section 4.2; provided, however, that if the Employee

is terminated by the Company for Cause, or gives notice of his intention to

terminate his employment without Good Reason, prior to the date on the

Employee's Bonus payment is to be made, the Employee shall not be eligible for

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