8-K

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                                  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

         Date of Report (Date of earliest event reported): June 28, 2005

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                            SCOTTISH RE GROUP LIMITED
             (Exact name of registrant as specified in its charter)

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        CAYMAN ISLANDS                   001-16855              98-0362785
 (State or Other Jurisdiction    (Commission File Number)    (I.R.S. Employer
       of Incorporation)                                     Identification No.)

                   P.O. BOX HM 2939
    CROWN HOUSE, THIRD FLOOR, 4 PAR-LA-VILLE ROAD
                    HAMILTON HM12
                       BERMUDA                                    N/A
       (Address of Principal Executive Offices)                (Zip Code)

                                 (441) 295-4451
               Registrant's telephone number, including area code

                                       N/A
          (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:

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

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

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

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

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ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

         On June 28, 2005, in connection with the transactions described below,
Scottish Re Group Limited, a holding company organized under the laws of the
Cayman Islands (the "Company"), authorized, and the Company Secretary certified,
a certificate of designations (the "Certificate of Designations") setting forth
the terms of the Company's Non-Cumulative Perpetual Preferred Shares, par value
$0.01 and liquidation preference of $25 per share (the "Perpetual Preferred
Shares"). The Certificate of Designations was effective upon Board of Directors
approval and certification. A copy of the Certificate of Designations is
attached as Exhibit 4.1 hereto.

ITEM 7.01. Regulation FD Disclosure.

         On June 24, 2005, the Company issued a press release announcing the
underwritten public offering of its Perpetual Preferred Shares. A copy of the
press release is attached as Exhibit 99.2 hereto.

         On June 28, 2005, the Company issued a press release announcing the
pricing of its underwritten public offering of Perpetual Preferred Shares. A
copy of the press release is attached as Exhibit 99.3 hereto.

ITEM 8.01. Other Events.

         On June 28, 2005, the Company entered into an underwriting agreement
relating to 5,000,000 shares of the Perpetual Preferred Shares with Lehman
Brothers Inc. ("Lehman Brothers"), as representative of the underwriters named
therein (the "Underwriting Agreement"), pursuant to which the underwriters
agreed to purchase the Perpetual Preferred Shares from the Company, and pursuant
to which the underwriters hold an option, exercisable up to thirty days after
June 28, 2005, the date of the prospectus supplement, to purchase up to 750,000
additional Perpetual Preferred Shares. A copy of the Underwriting Agreement is
attached as Exhibit 1.1 hereto.

         The Perpetual Preferred Shares are being offered and sold pursuant to
the shelf registration statement on Form S-3 (File No. 333-113030), dated March
2, 2004 (the "Registration Statement") filed by the Company with the Securities
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), and the related prospectus supplement, dated
June 28, 2005 (the "Prospectus Supplement"), with respect to the Perpetual
Preferred Shares. The terms of the Perpetual Preferred Shares are set forth in
the Prospectus Supplement, as filed with the Commission pursuant to Rule 424(b)
under the Securities Act on June 30, 2005.

         On July 1, 2005, Maples and Calder, attorneys for the Company, issued
an opinion and consent as to the validity of the Perpetual Preferred Shares of
the Company issued on July 1, 2005. Copies of the opinion and consent are
attached as Exhibit 5.1 and Exhibit 23.1, respectively, hereto.


                                       2


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 (c) Exhibits

1.1      Underwriting Agreement, dated June 28, 2005 between the Company and
         Lehman Brothers, Inc., as Representative of the Underwriters.

3.1      Memorandum of Association of the Company (incorporated by reference to
         our Current Report on Form 8-K, filed with the SEC on June 2, 2005).

3.2      Articles of Association of the Company (incorporated by reference to
         our Current Report on Form 8-K, filed with the SEC on June 2, 2005).

4.1      Certificate of Designations of the Company's Non-Cumulative Perpetual
         Preferred Shares, dated June 28, 2005.

4.2      Specimen Stock Certificate for the Company's Non-Cumulative Perpetual
         Preferred Shares.

5.1      Opinion of Maples and Calder.

23.1     Consent of Maples and Calder (included in Exhibit 5.1 above).

23.2     Consent of LeBoeuf, Lamb, Greene & MacRae LLP.

23.3     Consent of Conyers Dill & Pearman.

23.4     Consent of William Fry.

99.1     Form of Remarketing Agreement, between the Company and Lehman Brothers,
         Inc., as Remarketing Agent.

99.2     Press Release issued by Scottish Re Group Limited on June 24, 2005.

99.3     Press Release issued by Scottish Re Group Limited on June 28, 2005.


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                                    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, hereunto duly authorized.



                                    SCOTTISH RE GROUP LIMITED


                                    By: /s/ Paul Goldean
                                        --------------------------------------
                                        Paul Goldean
                                        Executive Vice President and General
                                        Counsel



Dated: July 1, 2005














                                       4


                                INDEX TO EXHIBITS

NUMBER           DESCRIPTION

1.1              Underwriting Agreement, dated June 28, 2005 between the Company
                 and Lehman Brothers, Inc., as Representative of the
                 Underwriters.

3.1              Memorandum of Association of the Company (incorporated by
                 reference to our Current Report on Form 8-K, filed with the SEC
                 on June 2, 2005).

3.2              Articles of Association of the Company (incorporated by
                 reference to our Current Report on Form 8-K, filed with the SEC
                 on June 2, 2005).

4.1              Certificate of Designations of the Company's Non-Cumulative
                 Perpetual Preferred Shares, dated June 28, 2005.

4.2              Specimen Stock Certificate for the Company's Non-Cumulative
                 Perpetual Preferred Shares.

5.1              Opinion of Maples and Calder.

23.1             Consent of Maples and Calder (included in Exhibit 5.1 above).

23.2             Consent of LeBoeuf, Lamb, Greene & MacRae LLP.

23.3             Consent of Conyers Dill & Pearman.

23.4             Consent of William Fry.

99.1             Form of Remarketing Agreement, between the Company and Lehman
                 Brothers, Inc., as Remarketing Agent.

99.2             Press Release issued by Scottish Re Group Limited on June 24,
                 2005.

99.3             Press Release issued by Scottish Re Group Limited on June 28,
                 2005.



                                       5

EX-1.1

                                                                  EXECUTION COPY

               5,000,000 NON-CUMULATIVE PERPETUAL PREFERRED SHARES

                            SCOTTISH RE GROUP LIMITED

                             UNDERWRITING AGREEMENT


June 28, 2005

LEHMAN BROTHERS INC.
   As Representative of the
   several underwriters named in Schedule I hereto
c/o LEHMAN BROTHERS INC.
745 Seventh Avenue
New York, NY  10019

Ladies and Gentlemen:

         Scottish Re Group Limited, an exempted company limited by shares
organized and existing under the laws of the Cayman Islands (the "Company"),
proposes to issue and sell to you and the other underwriters named in Schedule I
hereto (the "Underwriters"), for whom you are acting as representative (the
"Representative"), of the Company's Non-Cumulative Perpetual Preferred Shares,
par value $0.01 per share to be issued on the terms set out in the Certificate
of Designations as authorized by the resolutions of Pricing Committee of the
Company dated June 28, 2005 and the resolutions of the Board of Directors dated
June 16, 2005 (the "Perpetual Preferred Shares"), the number of Perpetual
Preferred Shares identified in Schedule I hereto (the "Firm Stock"). In
addition, the Company proposes to grant to the Underwriters an option to
purchase up to an additional 750,000 Perpetual Preferred Shares on the terms and
for the purposes set forth in Section 2(b) (the "Option Stock"). The Firm Stock
and the Option Stock, if purchased, are hereinafter collectively called the
"Preferred Stock". This is to confirm the agreement concerning the purchase of
the Preferred Stock from the Company by the Underwriters named in Schedule I
hereto.

SECTION 1.        Representations and Warranties.  The Company represents and
warrants to each Underwriter that:

         (a) The Company meets the requirements for the use of Form S-3 under
the Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations promulgated thereunder (the "Rules"), and has prepared and filed
with the Securities and Exchange Commission (the "Commission") a registration
statement on Form S-3 (file number 333-113030), for the registration of the
Preferred Stock under the Securities Act, which Registration Statement (as
defined below) has become effective and no stop order suspending the
effectiveness of the Registration Statement has been issued under the Securities
Act and no proceedings for that purpose have been instituted or are pending or,
to its knowledge, are threatened by the Commission, and any request by the
Commission




for additional information has been complied with. The Registration
Statement meets the requirements set forth in Rule 415(a)(1)(x) under the
Securities Act and complies in all other material respects with such rule. The
Company proposes to file with the Commission pursuant to Rule 424 under the
Securities Act ("Rule 424") a supplement to the form of prospectus included in
the registration statement relating to the initial offering of the Preferred
Stock and the plan of distribution thereof and has previously advised you of all
further information (financial and other) with respect to the Company to be set
forth therein. The term "Registration Statement" means the registration
statement, as amended at the date of this Agreement, including the exhibits
thereto, financial statements, and all documents incorporated therein by
reference pursuant to Form S-3 (the "Incorporated Documents"), and such
prospectus as then amended, including the Incorporated Documents, is hereinafter
referred to as the "Basic Prospectus"; such supplemented form of prospectus with
respect to the offering of the Preferred Stock, in the form in which it shall be
filed with the Commission pursuant to Rule 424 (including the Basic Prospectus
as so supplemented), is hereinafter called the "Final Prospectus". Any
preliminary form of the Final Prospectus which has heretofore been filed
pursuant to Rule 424 is hereinafter called an "Interim Prospectus". Any
reference herein to the Registration Statement, the Basic Prospectus, any
Interim Prospectus or the Final Prospectus shall be deemed to refer to and
include the Incorporated Documents which were filed under the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder (the "Exchange Act"), on or before the date of
this Agreement or the issue date of the Basic Prospectus, any Interim Prospectus
or the Final Prospectus, as the case may be; and any reference herein to the
terms "amend", "amendment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, any Interim Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of any Incorporated Documents
under the Exchange Act after the date of this Agreement or the issue date of the
Basic Prospectus, any Interim Prospectus or the Final Prospectus, as the case
may be, and deemed to be incorporated therein by reference. Copies of the
Registration Statement and each of the amendments thereto have been delivered by
the Company to you as Representative of the Underwriters. If the Company has
filed an abbreviated registration statement to register additional shares of
Preferred Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462
Registration Statement"), then any reference herein to the term "Registration
Statement" shall be deemed to include such Rule 462 Registration Statement. The
Commission has not issued any order preventing or suspending the use of any
Interim Prospectus.

         (b) As of the date hereof, when the Final Prospectus is first filed
with the Commission pursuant to Rule 424, when, before the Delivery Date
(hereinafter defined), any amendment to the Registration Statement becomes
effective, when, before the Delivery Date, any Incorporated Document is filed
with the Commission, when any supplement to the Final Prospectus is filed with
the Commission and at the Delivery Date, the Registration Statement, the Final
Prospectus and any such amendment or supplement will comply in all material
respects with the applicable requirements of the Securities Act and the Rules,
and the Incorporated Documents will comply in all material respects with the
requirements of the Exchange Act, or the Securities Act and the Rules,


                                       2

as applicable, and on the date it became effective, the Registration Statement
did not, and, on the date that any post-effective amendment to the Registration
Statement becomes effective, the Registration Statement as amended by such
post-effective amendment did not or will not, as the case may be, contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading; on
the date the Final Prospectus is filed with the Commission pursuant to Rule 424
and on the Delivery Date, the Final Prospectus, as it may be amended or
supplemented, will not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they are made, not misleading; and on
said dates, the Incorporated Documents will comply in all material respects with
the applicable provisions of the Exchange Act, and, when read together with the
Final Prospectus, or the Final Prospectus as it may be then amended or
supplemented, will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they are made, not
misleading; provided that the foregoing representations and warranties in this
paragraph (b) shall not apply to statements or omissions made in reliance upon
and in conformity with written information furnished to the Company by or
through the Representative on behalf of any Underwriter specifically for use in
connection with the preparation of the Registration Statement, any Interim
Prospectus or the Final Prospectus, as they may be amended or supplemented.

         (c) The only subsidiaries (as defined in Rule 405 of the Securities
Act) of the Company (each, a "Subsidiary") are those listed on Schedule II
attached hereto. Each of the Company and the Subsidiaries has been duly
organized and is validly existing as a corporation or a company limited by
shares in good standing under the laws of its jurisdiction of incorporation.
Each of the Company and the Subsidiaries is duly qualified to do business and is
in good standing as a foreign corporation in each jurisdiction in which the
character or location of its properties (owned, leased or licensed) or the
nature or conduct of its business makes such qualification necessary, except for
those failures to be so qualified or in good standing which will not in the
aggregate have a material adverse effect on the condition (financial or
otherwise), results of operations, business, properties or prospects of the
Company and the Subsidiaries taken as a whole (a "Material Adverse Effect").
Each of the Company and the Subsidiaries has all requisite power and authority,
and all necessary consents, approvals, authorizations, orders, registrations,
qualifications, licenses and permits (collectively, the "Consents") of and from
all public, regulatory or governmental agencies and bodies, to own, lease and
operate its properties and conduct its business as now being conducted and as
described in the Registration Statement and Final Prospectus, with such
exceptions as would not have, individually or in the aggregate, a Material
Adverse Effect. No Consent contains a materially burdensome restriction on the
operations of the Company or its Subsidiaries not adequately disclosed in the
Registration Statement and Final Prospectus.

         (d) Each of the Company and the Subsidiaries which is engaged in the
business of insurance or reinsurance (each, an "Insurance Subsidiary" and
together, the

                                       3


"Insurance Subsidiaries") holds such insurance license, certificates and permits
from governmental authorities (including, without limitation, from the insurance
regulatory agencies of the various jurisdictions where it conducts business)
(the "Insurance Licenses") as are necessary to the conduct of its business as
described in the Final Prospectus; the Company and each Insurance Subsidiary
have fulfilled and performed all obligations necessary to maintain the Insurance
Licenses; there is no pending or, to the knowledge of the Company, threatened
action, suit, proceeding or investigation that could reasonably be expected to
result in the revocation, termination, suspension or limitation of any Insurance
License or otherwise impose any limitation on the conduct of any Insurance
Subsidiary; and no insurance regulatory agency or body has issued or commenced
any proceeding for the issuance of, any order or decree impairing, restricting
or prohibiting the payment of dividends or the making of any loan by any
Subsidiary to its parent. Except as otherwise described in the Final Prospectus,
none of the Insurance Subsidiaries has received any notification from any
applicable regulatory authority to the effect that any additional Insurance
Licenses from such regulatory authority are needed to be obtained by such
Insurance Subsidiary in any case where it could be reasonably expected that (i)
any Insurance Subsidiary would in fact be required either to obtain any such
additional Insurance Licenses or cease or otherwise limit engaging in certain
business and (ii) the failure to have such Insurance Licenses or limiting such
business would have, individually or in the aggregate, a Material Adverse
Effect. Each of the Company and its Insurance Subsidiaries is in compliance with
all applicable insurance laws, rules, regulations, orders, bylaws and similar
requirements which are applicable to it, and has filed all notices, reports,
documents or other information required to be filed thereunder, in each case
with such exceptions as would not have, individually or in the aggregate, a
Material Adverse Effect.

         (e) All reinsurance treaties and arrangements to which the Company or
any Subsidiary is a party as a cedant are in full force and effect; neither the
Company nor any Subsidiary is in material violation of or in material default in
the performance, observance or fulfillment of any obligation, agreement,
covenant or condition contained therein; neither the Company nor any Subsidiary
has received any notice from any other party to such treaties or arrangements
that such other party intends not to perform such treaty; and, to the best
knowledge of the Company and the Subsidiaries, the Company and the Subsidiaries
have no reason to believe that any other party to such treaties or arrangements
will be unable to perform such treaty or arrangement except to the extent
adequately and properly reserved for in the consolidated financial statements of
the Company included in the Final Prospectus.

         (f) The Company has the authorized capital as set forth in the Final
Prospectus. All of the issued shares of capital stock of the Company have been
duly and validly authorized and issued, are fully paid and non-assessable and
have not been issued in violation of or subject to any preemptive or similar
rights that entitle or will entitle any person to acquire any such share capital
or any security convertible, exchangeable or exercisable into such share capital
from the Company upon issuance or sale by the Company of Preferred Stock in the
Offering, except for such rights as may have been


                                       4


fully satisfied or waived prior to the effectiveness of the Registration
Statement. All of the issued share capital of each Subsidiary has been duly and
validly authorized and issued and is fully paid and non-assessable and, except
for 5% of the outstanding capital stock of Scottish Re Life Corporation
(formerly ERC Life Reinsurance Corporation), is owned directly or indirectly by
the Company, free and clear of all liens, encumbrances, equities or claims.

         (g) The shares of Preferred Stock have been duly and validly authorized
and, when delivered by the Company in accordance with this Agreement, will be
duly and validly issued, fully paid as to their stated price of $25 per share,
and non-assessable and will not have been issued in violation of or subject to
any preemptive or similar rights that entitle or will entitle any person to
acquire any shares of Preferred Stock to be issued in connection therewith from
the Company upon issuance thereof by the Company. The Preferred Stock conforms
to the descriptions thereof contained in the Final Prospectus. Upon payment for
the shares of Preferred Stock to be sold by the Company on the Delivery Date
pursuant to this Agreement, and the crediting of such shares of Preferred Stock
on the records of the Depository Trust Company ("DTC") to securities accounts in
the name of the Underwriters, (A) DTC shall be a "protected purchaser" (within
the meaning of Section 8-303 of the Uniform Commercial Code as in effect in the
State of New York (the "Code")), (B) the Underwriters will acquire a valid
"security entitlement" (within the meaning of Section 8-501 of the Code) in
respect of such Preferred Stock and (C) no action based on any "adverse claim"
(within the meaning of Section 8-102 of the Code) to such Preferred Stock may be
asserted against the Underwriters with respect to such security entitlement (it
being assumed that for the purposes of this representation and warranty that
when such payment, delivery and crediting occur, (x) such shares of Preferred
Stock will have been registered in the name of Cede & Co. or another nominee
designated by DTC, in each case on the Company's share registry in accordance
with its certificate of incorporation, by-laws and applicable law, (y) DTC will
be registered as a "clearing corporation" within the meaning of Section 8-102 of
the Code and (z) appropriate entries to the account(s) of the Underwriters on
the records of DTC will have been made pursuant to the Code).

         (h) Each of this Agreement and the Remarketing Agreement, to be dated
as of the Delivery Date, between the Company and Lehman Brothers Inc., as
Remarketing Agent (the "Remarketing Agreement") has been duly authorized,
executed and delivered by the Company.

         (i) The issue and sale of the shares of Preferred Stock being delivered
on the Delivery Date by the Company pursuant to this Agreement and the
execution, delivery and performance of this Agreement and the Remarketing
Agreement by the Company and the consummation of the transactions contemplated
hereby will not (i) conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default (or an event which with
notice or lapse of time, or both, would constitute a default) under, or result
in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any Subsidiary pursuant to any indenture,


                                       5


mortgage, deed of trust, loan agreement or other agreement, instrument,
franchise, license or permit to which the Company or any Subsidiary is a party
or by which the Company or any Subsidiary or their respective properties or
assets may be bound or to which any of the property or assets of the Company or
any Subsidiary is subject or give the holder of any of the notes, debentures, or
other evidence of indebtedness of the Company or any Subsidiary the right to
require repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any Subsidiary, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the assets, properties
or operations of the Company or any Subsidiary or (ii) violate or conflict with
any provision of the memorandum of association, articles of association,
certificate or articles of incorporation, charter, by-laws or other
organizational documents of the Company or any Subsidiary or any judgment,
decree, order, statute, rule or regulation of any court or any public,
governmental or regulatory agency or body having jurisdiction over the Company
or any Subsidiary or any of their respective properties, operations or assets.
No consent, approval, authorization, order, registration, filing, qualification,
license or permit of or with any court or any public, governmental or regulatory
agency or body having jurisdiction over the Company or any Subsidiary or any of
their respective properties or assets is required to be made or obtained by the
Company for the execution, delivery and performance of this Agreement or the
Remarketing Agreement or the consummation of the transactions contemplated
hereby or thereby, by the Registration Statement and by the Final Prospectus,
including the issuance, sale and delivery of the Preferred Stock to be issued,
sold and delivered by the Company hereunder, except (A) the registration of the
Preferred Stock under the Securities Act and the Exchange Act, and (B) such
consents, approvals, authorizations, orders, registrations, filings,
qualifications, licenses and permits as may be required under the Exchange Act,
applicable state securities, Blue Sky or insurance securities laws or the rules
of the National Association of Securities Dealers, Inc. (the "NASD") in
connection with the purchase and distribution of the Preferred Stock by the
Underwriters.

         (j) Neither the Company nor any Subsidiary has sustained, since the
date of the latest audited financial statements included in the Final
Prospectus, any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Final Prospectus, except for such losses or
interferences as would not have, individually or in the aggregate, a Material
Adverse Effect; and, subsequent to the respective dates as of which information
is given in the Registration Statement and Final Prospectus, except as set forth
in the Registration Statement and Final Prospectus, there has been no material
adverse change or any development involving a prospective material adverse
change in (i) the general affairs, business, management, prospects, properties,
operations, condition (financial or other), surplus, reserves, stockholders'
equity or results of operations (in each case considered either on a statutory
or U.S. generally accepted accounting principles ("GAAP") basis, as applicable)
of the Company and its Subsidiaries, taken as a whole, otherwise than as set
forth or contemplated in the Final Prospectus; (ii) the share capital or
long-term debt of the Company; or (iii) the offering or the delivery of the
Preferred

                                       6


Stock being delivered on the Delivery Date on the terms and in the manner
contemplated in the Final Prospectus, whether or not arising from transactions
in the ordinary course of business, and since the date of the latest balance
sheet presented in the Registration Statement and Final Prospectus, neither the
Company nor any Subsidiary has incurred or undertaken any liabilities or
obligations, direct or contingent, or entered into any transactions which are
material to the Company and the Subsidiaries taken as a whole, except for
liabilities or obligations which are reflected in the Registration Statement and
Final Prospectus.

         (k) The financial statements of the Company, including the notes
thereto, and supporting schedules included in the Registration Statement and the
Final Prospectus present fairly in all material respects the financial position
of the Company and its consolidated subsidiaries and the other entities for
which financial statements are included in the Registration Statement and Final
Prospectus as of the dates indicated and condition and results of operations for
the periods specified; except as otherwise stated in the Registration Statement,
said financial statements have been prepared in conformity with GAAP in all
material respects applied on a consistent basis throughout the periods involved,
and the supporting schedules included in the Registration Statement present
fairly in all material respects the information required to be stated therein.
No other financial statements or supporting schedules are required to be
included in the Registration Statement or Final Prospectus. The other financial
and statistical information and data relating to the Company and its
consolidated subsidiaries included in the Registration Statement and Final
Prospectus present fairly in all material respects the information included
therein and have been prepared on a basis consistent with that of the financial
statements included in the Registration Statement and Final Prospectus and the
books and records of the respective entities presented therein.

         (l) The statutory annual and quarterly statements of each of the
Insurance Subsidiaries required to prepare such statements and the statutory
balance sheets and income statements included in such statutory annual and
quarterly statements, most recently filed in their domiciliary jurisdictions,
together with related schedules and notes, have been prepared, in all material
respects, in conformity with statutory accounting principles or practices
required or permitted by the appropriate insurance department of the
jurisdiction of domicile of each such Insurance Subsidiary, and such statutory
accounting practices have been applied on a consistent basis throughout the
periods involved, except as may otherwise be indicated therein or in the notes
thereto, and present fairly, in all material respects, the statutory financial
position of each such Insurance Subsidiary as of the dates thereof, and the
statutory basis results of operations of each such Insurance Subsidiary for the
periods covered thereby.

         (m) Ernst & Young LLP, who have certified certain of the financial
statements of the Company and management's assessment of the effectiveness of
internal control over financial reporting as of December 31, 2004, whose reports
appear in the Final Prospectus and who have delivered the letters referred to in
paragraphs (g) and (h) of

                                       7


Section 7, are independent public accountants as required by the Securities Act,
the Exchange Act and the Rules.

         (n) Any real property and buildings held under lease or sublease by the
Company and any Subsidiary are held by them under valid, subsisting and
enforceable leases, with such exceptions as would not have, individually or in
the aggregate, a Material Adverse Effect and do not interfere with the use made
and proposed to be made of such property and buildings by the Company and any
Subsidiary. Neither the Company nor any Subsidiary has received any notice of
any claim adverse to their ownership of any real or personal property or of any
claim against the continued possession of any real property, whether owned or
held under lease or sublease by the Company or any Subsidiary.

         (o) Each of the Company and the Subsidiaries owns or possesses adequate
rights to use all patents, patent applications, trademarks, service marks, trade
names, trademark registrations, service mark registrations, copyrights,
licenses, formulae, customer lists, and know-how and other intellectual property
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures) necessary for the conduct of
their respective businesses as being conducted and as described in the
Registration Statement and Final Prospectus and have no reason to believe that
the conduct of their respective businesses will conflict with, and have not
received any notice of any claim of conflict with, any such right of others,
which claim, if the subject of an unfavorable decision, ruling or finding, could
reasonably be expected to result in a Material Adverse Effect. To the best of
the Company's knowledge, all material technical information developed by and
belonging to the Company which has not been patented has been kept confidential.
Neither the Company nor any Subsidiary has granted or assigned to any other
person or entity any right to manufacture, have manufactured, assemble or sell
the current products and services of the Company or those products and services
described in the Registration Statement and Final Prospectus.

         (p) Except as described in the Registration Statement and Final
Prospectus, there is no judicial, regulatory, arbitral or other legal or
governmental proceeding or other litigation, or arbitration, including routine
litigation, to which the Company or any Subsidiary is a party or of which any
property or assets of the Company or any Subsidiary is the subject which, if
determined adversely to the Company or any Subsidiary, would, individually or in
the aggregate, have a Material Adverse Effect, and to the knowledge of the
Company, no such proceeding is threatened or contemplated by governmental
authorities or threatened or contemplated by others.

         (q) There are no contracts or other documents which are required to be
described in the Final Prospectus or filed as exhibits to the Registration
Statement by the Securities Act or by the Rules which have not been described in
the Final Prospectus or filed as exhibits to the Registration Statement.

                                       8


         (r) Neither the Company nor any Subsidiary (i) is in violation of its
memorandum or articles of association, certificate or articles of incorporation,
charter or by-laws or similar organizational documents, (ii) is in default (and
no event has occurred which, with notice or lapse of time or both, would
constitute such a default) under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company or any
Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement,
lease or other agreement or instrument to which it is a party or by which it is
bound or to which any of its property or assets is subject or (iii) is in
violation in any respect of any statute or any judgment, decree, order, rule or
regulation of any court or governmental or regulatory agency or body having
jurisdiction over the Company or any Subsidiary or any of their properties or
assets, except in the case of (ii) or (iii), any violation or default that would
not have a Material Adverse Effect.

         (s) Neither of the Company nor any Subsidiary is, nor as of the
Delivery Date will be, an "investment company" as defined in the Investment
Company Act of 1940, as amended (the "Investment Company Act").

         (t) The Company has established and maintains disclosure controls and
procedures (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange
Act) that (i) are designed to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to the Company's
Chief Executive Officer and its Chief Financial Officer by others within those
entities, particularly during the periods in which the filings made by the
Company with the Commission which it may make under Section 13(a), 13(c), 14 or
15(d) of the Exchange Act are being prepared, (ii) have been evaluated for
effectiveness as of the end of the Company's most recent fiscal quarter and
(iii) are effective to perform the functions for which they were established.

         (u) The Company (x) maintains systems of internal controls and
processes sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management's general and specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences; and (y) except as disclosed in the Registration Statement and Final
Prospectus, there has been no material weakness in internal controls since
December 31, 2004 and there have been no significant changes in internal
controls or other factors that could materially affect internal controls
subsequent to December 31, 2004, except for corrective actions with respect to
(i) any such material weaknesses so disclosed, or (ii) any significant
deficiencies identified by the Company prior to the date of this Agreement that
would not have a Material Adverse Effect.

                                       9


         (v) The Company is not aware of any threatened or pending downgrading
of any Insurance Subsidiary's financial strength rating from A.M. Best Company,
Inc., Standard & Poor's Rating Services, Inc., Moody's Investor Services or
Fitch Ratings.

         (w) The Company has filed or will file with the Bermuda Registrar of
Companies, as promptly as practicable after the date hereof, the Final
Prospectus, executed as required by and in accordance with all other
requirements for such filing under the Bermuda Companies Act of 1981.

         (x) Except as disclosed in the Registration Statement and Final
Prospectus, no holder of securities of the Company has any rights to the
registration of securities of the Company because of the filing of the
Registration Statement or otherwise in connection with the sale of the Preferred
Stock contemplated hereby, and any such rights so disclosed have been
effectively waived by the holders thereof.

SECTION 2.        Purchase of the Preferred Stock by the Underwriters;
Over-Allotment Option.

         (a) On the basis of the representations and warranties contained in,
and subject to the terms and conditions of, this Agreement, the Company agrees
to sell 5,000,000 shares of the Firm Stock to the several Underwriters and each
of the Underwriters, severally and not jointly, agrees to purchase the number of
shares of the Firm Stock set forth opposite that Underwriter's name in Schedule
I hereto. The respective purchase obligations of the Underwriters with respect
to the Firm Stock shall be rounded among the Underwriters to avoid fractional
shares, as the Representative may determine.

         (b) In addition, the Company grants to the Underwriters an option to
purchase up to 750,000 shares of Option Stock. Such option is granted for the
purpose of covering over-allotments in the sale of Firm Stock and is exercisable
as provided in Section 4 hereof. Shares of Option Stock shall be purchased
severally for the account of the Underwriters in proportion to the number of
shares of Firm Stock set forth opposite the name of such Underwriters in
Schedule I hereto. The respective purchase obligation of each Underwriter with
respect to the Option Stock shall be adjusted by the Representative so that no
Underwriter shall be obligated to purchase Option Stock other than in 100 share
amounts.

         (c) The price of both the Firm Stock and any Option Stock shall be
$24.2125 per share, except that the price of both the Firm Stock and any Option
Stock shall be $24.5 per share when sold by the Underwriters to certain
institutions as agreed by the Company and the Representative.

SECTION 3.        Offering of Preferred Stock by the Underwriters. Upon
authorization by the Representative of the release of the Firm Stock, the
several Underwriters propose to offer the Firm Stock for sale upon the terms and
conditions set forth in the Final Prospectus and in Annex I.

                                       10


SECTION 4.        Delivery of and Payment for the Preferred Stock.

         (a) The Preferred Stock to be purchased by each of the Underwriters
hereunder will be represented by one or more definitive global certificates in
book-entry form which will be deposited by or on behalf of the Company with The
Depository Trust Company ("DTC") or its designated custodian. The Company will
deliver the Preferred Stock to Lehman Brothers Inc., for the account of each
Underwriter, against payment by or on behalf of such Underwriter of the purchase
price therefor by wire transfer in immediately available funds, by causing DTC
to credit the Preferred Stock to the account of Lehman Brothers Inc. at DTC.

         (b) Delivery of the Firm Stock shall be made at the offices of Sullivan
& Cromwell LLP, 125 Broad Street, at 10:00 A.M., New York City time, on the
fifth full business day following the date of this Agreement or at such other
date or place as shall be determined by agreement between the Representative and
the Company. This date and time are sometimes referred to as the "First Delivery
Date." On the First Delivery Date, the Company shall deliver or cause to be
delivered certificates representing the Firm Stock to the Representative for the
account of each Underwriter against payment to or upon the order of the Company
of the purchase price by wire transfer in immediately available funds. Time
shall be of the essence, and delivery at the time and place specified pursuant
to this Agreement is a further condition of the obligation of each Underwriter
hereunder. Upon delivery, the Firm Stock shall be registered in such names and
in such denominations as the Representative shall request in writing not less
than two full business days prior to the First Delivery Date. For the purpose of
expediting the checking and packaging of the certificates for the Firm Stock,
the Company shall make the certificates representing the Firm Stock available
for inspection by the Representative in New York, New York, not later than 2:00
P.M., New York City time, on the business day prior to the First Delivery Date.
The option granted in Section 2 will expire 30 days after the date of this
Agreement and may be exercised in whole or in part from time to time by written
notice being given to the Company by the Representative. Such notice shall set
forth the aggregate number of shares of Option Stock as to which the option is
being exercised, the names in which the shares of Option Stock are to be
registered, the denominations in which the shares of Option Stock are to be
issued and the date and time, as determined by the Representative, when the
shares of Option Stock are to be delivered; provided, however, that this date
and time shall not be earlier than the First Delivery Date nor earlier than the
third business day after the date on which the option shall have been exercised
nor later than the fifth business day after the date on which the option shall
have been exercised. The date and time the shares of Option Stock are delivered
are sometimes referred to as a "Second Delivery Date" and the Delivery Date and
any Second Delivery Date are sometimes each referred to as a "Delivery Date".

         (c) Delivery of and payment for the Option Stock shall be made at the
place specified in the first sentence of the first paragraph of this Section 4
(or at such other place as shall be determined by agreement between the
Representative and the Company) at 10:00 A.M., New York City time, on such
Second Delivery Date. On such Second

                                       11


Delivery Date, the Company shall deliver or cause to be delivered the
certificates representing the Option Stock to the Representative for the account
of each Underwriter against payment to or upon the order of the Company of the
purchase price by wire transfer in immediately available funds. Time shall be of
the essence, and delivery at the time and place specified pursuant to this
Agreement is a further condition of the obligation of each Underwriter
hereunder. Upon delivery, the Option Stock shall be registered in such names and
in such denominations as the Representative shall request in the aforesaid
written notice. For the purpose of expediting the checking and packaging of the
certificates for the Option Stock, the Company shall make the certificates
representing the Option Stock available for inspection by the Representative in
New York, New York, not later than 2:00 P.M., New York City time, on the
business day prior to such Second Delivery Date.

SECTION 5.        Further Agreements of the Company.  The Company covenants and
agrees:

         (a) To prepare the Final Prospectus in a form approved by the
Representative and to file the Final Prospectus pursuant to Rule 424(b) under
the Securities Act not later than the Commission's close of business on the
second business day following the execution and delivery of this Agreement or,
if applicable, such earlier time as may be required by Rule 430A(a)(3) under the
Securities Act; to make no further amendment or any supplement to the
Registration Statement or to the Final Prospectus except as permitted herein; to
advise the Representative, promptly after it receives notice thereof, of the
time when any amendment to the Registration Statement has been filed or becomes
effective or any supplement to the Final Prospectus or any amended Final
Prospectus has been filed and to furnish the Representative with copies thereof;
to advise the Representative, promptly after it receives notice thereof, of the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of any Interim Prospectus or the Final Prospectus, of the
suspension of the qualification of the Preferred Stock for offering or sale in
any jurisdiction, of the initiation or threatening of any proceeding for any
such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Final Prospectus or for
additional information; and, in the event of the issuance of any stop order or
of any order preventing or suspending the use of any Basic Prospectus, Interim
Prospectus or the Final Prospectus or suspending any such qualification, to use
promptly its best efforts to obtain its withdrawal;

         (b) To furnish promptly to each of the Representative and to counsel
for the Underwriters a signed copy of the Registration Statement as originally
filed with the Commission, and each amendment thereto filed with the Commission,
including all consents and exhibits filed therewith;

         (c) To deliver promptly to the Representative such number of the
following documents as the Representative shall reasonably request: (i)
conformed copies of the Registration Statement as originally filed with the
Commission and each amendment

                                       12


thereto (in each case excluding exhibits) and (ii) each Interim Prospectus, the
Final Prospectus and any amended or supplemented Final Prospectus; and, if the
delivery of a prospectus is required at any time after the Effective Time in
connection with the offering or sale of the Preferred Stock or any other
securities relating thereto and if at such time any events shall have occurred
as a result of which the Final Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when the Final Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary to amend or
supplement the Final Prospectus in order to comply with the Securities Act, to
notify the Representative and, upon their request, to file such document and to
prepare and furnish without charge to each Underwriter and to any dealer in
securities as many copies as the Representative may from time to time reasonably
request of such amended or supplemented Final Prospectus which will correct such
statement or omission or effect such compliance;

         (d) To file promptly with the Commission any amendment to the
Registration Statement or Final Prospectus or any supplement to the Final
Prospectus that may, in the judgment of the Company or the Representative, be
required by the Securities Act or requested by the Commission;

         (e) Prior to filing with the Commission any amendment to the
Registration Statement or supplement to the Final Prospectus or any prospectus
pursuant to Rule 424 of the Rules, to furnish a copy thereof to the
Representative and counsel for the Underwriters and obtain the consent of the
Representative to the filing such consent, which consent shall not be
unreasonably withheld;

         (f) As soon as practicable after the date of the Final Prospectus, to
make generally available to the Company's security holders and to deliver to the
Representative an earnings statement of the Company and its Subsidiaries (which
need not be audited) complying with Section 11(a) of the Securities Act and the
Rules (including, at the option of the Company, Rule 158);

         (g) For a period of five years following the date of the Final
Prospectus, upon request by the Representative, to furnish to the Representative
copies of all materials furnished by the Company to its shareholders and all
public reports and all reports and financial statements furnished by the Company
to the Commission pursuant to the Exchange Act;

         (h) Promptly from time to time to take such action as the
Representative may reasonably request to qualify the Preferred Stock for
offering and sale under the securities laws of such jurisdictions as the
Representative may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of the Preferred Stock; provided
that in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction;

                                       13


         (i) For a period of 90 days from the date of the Final Prospectus, not
to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise
dispose of (or enter into any transaction or device which is designed to, or
could be expected to, result in the disposition by any person at any time in the
future of) any shares of preferred stock or securities convertible into or
exchangeable for preferred stock of the Company (other than the Preferred Stock
and shares issued pursuant to employee benefit plans, qualified stock option
plans or other employee compensation plans existing on the date hereof or
pursuant to currently outstanding options, warrants or rights), or sell or grant
options, rights or warrants with respect to any shares of Preferred Stock or
securities convertible into or exchangeable for Preferred Stock (other than the
grant of options pursuant to option plans existing on the date hereof), (2)
enter into any swap or other derivatives transaction that transfers to another,
in whole or in part, any of the economic benefits or risks of ownership of such
shares of Preferred Stock, whether any such transaction described in clause (1)
or (2) above is to be settled by delivery of Preferred Stock or other
securities, in cash or otherwise, or (3) file or cause to be filed a
registration statement on Form S-3 or other similar form with respect to any
shares of Preferred Stock or securities convertible, exercisable or exchangeable
into Preferred Stock or any other securities of the Company, in each case
without the prior written consent of Lehman Brothers Inc. on behalf of the
Underwriters; and

         (j) To apply the net proceeds from the sale of the Preferred Stock as
set forth in the Final Prospectus.

SECTION 6.        Expenses. The Company agrees to pay (a) the costs incident to
the authorization, issuance, sale and delivery of the Preferred Stock and any
taxes payable in that connection; (b) the costs incident to the preparation,
printing and filing under the Securities Act of the Registration Statement and
any amendments and exhibits thereto; (c) the costs of distributing the
Registration Statement as originally filed and each amendment thereto and any
post-effective amendments thereof (including, in each case, exhibits), any
Interim Prospectus, the Final Prospectus and any amendment or supplement to the
Final Prospectus, all as provided in this Agreement; (d) the costs of producing
this Agreement, any supplemental agreement among the Underwriters and any other
related documents in connection with the offering, purchase, sale and delivery
of the Preferred Stock; (e) any applicable listing or other fees; (f) the fees
and expenses of qualifying the Preferred Stock under the securities laws of the
several jurisdictions as provided in Section 5(h) and of preparing, printing and
distributing a Blue Sky Memorandum (including related fees and expenses of
counsel to the Underwriters not to exceed $10,000); (g) the costs and expenses
of the Company relating to investor presentations on any "road show" undertaken
in connection with the marketing or the offering of the Preferred Stock,
including, without limitation, expenses associated with the production of road
show slides and graphics, fees and expenses of any consultants engaged in
connection with the road show presentations with the prior approval of the
Company, and travel and lodging expenses of the Representative and officers of
the Company and any such consultants; and (h) all other costs and expenses
incident to the performance of the obligations of the Company under this
Agreement; provided that,

                                       14


except as provided in this Section 6 and in Section 11 the Underwriters shall
pay their own costs and expenses, including the costs and expenses of their
counsel, any transfer taxes on the Preferred Stock which they may sell and the
expenses of advertising any offering of the Preferred Stock made by the
Underwriters.

SECTION 7.        Conditions of Underwriters' Obligations. The respective
obligations of the Underwriters hereunder are subject to the accuracy, when made
and on each Delivery Date, of the representations and warranties of the Company
contained herein, to the performance by the Company of its obligations
hereunder, and to each of the following additional terms and conditions:

         (a) The Final Prospectus shall have been timely filed with the
Commission in accordance with Section 5(a); no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and any request of the Commission for inclusion of
additional information in the Registration Statement or Final Prospectus or
otherwise shall have been complied with.

         (b) All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Preferred Stock, the
Registration Statement and Final Prospectus, and all other legal matters
relating to this Agreement and the transactions contemplated hereby shall be
reasonably satisfactory in all material respects to the Representative in
consultation with counsel for the Underwriters, and the Company shall have
furnished to such counsel all documents and information that they may reasonably
request.

         (c) LeBoeuf, Lamb, Greene & MacRae LLP shall have furnished to the
Representative their written opinion, as counsel to the Company, addressed to
the Underwriters and dated such Delivery Date, in form and substance
satisfactory to the Representative, to the effect that:

             (i) Scottish Re (U.S.), Inc., a Delaware corporation, is validly
         existing as a corporation in good standing under the laws of its
         jurisdiction of incorporation with all requisite corporate power to own
         its properties and conduct its business as described in the Final
         Prospectus.

             (ii) the Preferred Stock to be sold under this Agreement to the
         Underwriters has been approved for listing on the New York Stock
         Exchange, subject to notice of issuance.

             (iii) The Registration Statement is effective under the Securities
         Act and, to our actual knowledge, no stop order suspending the
         effectiveness of the Registration Statement or any post-effective
         amendment thereof has been issued, and no proceedings therefor have
         been initiated or threatened by the Commission. All filings required by
         Rule 424(b) of the Rules with respect to the Registration Statement
         have been made.

                                       15


             (iv) The Registration Statement and the Final Prospectus and any
         amendments thereof or supplements thereto (other than the financial
         statements and the notes thereto and the schedules and other financial
         or statistical data included or incorporated by reference therein or
         omitted therefrom, as to which we express no opinion) appear on their
         face to be appropriately responsive in all material respects with the
         requirements of the Securities Act and the Rules. To such counsel's
         actual knowledge, without due inquiry other than of the attorneys at
         such counsel's firm who have been involved in the preparation of the
         Registration Statement, all documents required by the Rules to be filed
         in connection with, incorporated by reference, or described in the
         Registration Statement have been so filed, incorporated by reference or
         described. The Incorporated Documents (other than the financial
         statements and the notes thereto and the schedules and other financial
         and statistical data included or incorporated by reference therein or
         omitted therefrom, as to which we express no opinion) when they were
         filed with the Commission (or at the time they were amended, if
         applicable) appeared on their face to be appropriately responsive in
         all material respects to the requirements of the Exchange Act.

             (v) The statements contained in the Final Prospectus under the
         captions "Summary--The Offering" and "Description of the Perpetual
         Preferred Shares," in the Final Prospectus, insofar as they purport to
         constitute summaries of certain terms of documents referred to therein,
         fairly summarize such terms in all material respects.

             (vi) The statements in the Final Prospectus under the captions
         "Summary--The Offering--Tax Consequences," "Risk Factors--Changes in
         U.S. Federal Income Tax Law Could Materially Adversely Affect an
         Investment in our Perpetual Preferred Shares," "Risk Factors--If
         Scottish Re or any of its non-U.S. subsidiaries is treated as a
         controlled foreign corporation or a passive foreign investment company
         or if any of our non-U.S. insurance subsidiaries generate more than a
         permissible amount of related person insurance income, U.S. persons who
         own our perpetual preferred shares may be subject to U.S. federal
         income taxation on our undistributed earnings and may recognize
         ordinary income upon disposition of our perpetual preferred shares,"
         "Risk Factors--If we are a controlled foreign corporation or if any of
         our non-U.S. insurance subsidiaries generate related person insurance
         income, U.S. tax-exempt organizations that own our perpetual preferred
         shares may recognize unrelated business taxable income," "Certain Tax
         Considerations--General," "Certain Tax Considerations--Taxation of
         Scottish Re and its Subsidiaries--United States" and "Certain Tax
         Considerations--Taxation of Holders of Perpetual Preferred
         Shares--United States--Taxation of U.S. Holders," insofar as they
         purport to constitute summaries of matters of United States federal tax
         law and regulations or legal conclusions with respect thereto, fairly
         summarize such matters and conclusions in all material respects.

                                       16


             (vii) The issuance and sale of the Preferred Stock by the Company,
         the execution, delivery and performance of this Agreement and the
         Remarketing Agreement, compliance by the Company with all provisions of
         this Agreement and the Remarketing Agreement and the consummation by
         the Company of the transactions contemplated thereby, do not and will
         not conflict with or result in a breach of (A) any of the terms or
         provisions of, or constitute a default (or an event which with notice
         or lapse of time, or both, would constitute a default) under, or result
         in the creation or imposition of any lien, charge or encumbrance upon
         any property or assets of the Company or any of the Subsidiaries
         pursuant to, any agreement or instrument that is expressed to be
         governed by New York law and filed (or incorporated by reference) as an
         exhibit to the Registration Statement, or (B) any New York or Federal
         statute or any rule or regulation of any New York or Federal
         governmental agency or body having jurisdiction over the Company or any
         Subsidiary or any of their properties.

             (viii) No consent, approval, authorization, order, registration,
         filing, qualification, license or permit pursuant to U.S. federal law,
         New York law, the Delaware General Corporation Law or the Delaware
         Insurance Code with any U.S. federal, New York or Delaware court or any
         U.S. federal, New York or Delaware public, governmental, or regulatory
         agency or body having jurisdiction over the Company or any of the
         Subsidiaries or any of their respective properties or assets is
         required for the issuance, sale and delivery of the Preferred Stock,
         the execution, delivery and performance of this Agreement and the
         Remarketing Agreement or the consummation by the Company of the
         transactions contemplated thereby, except for (1) such as may be
         required under applicable state securities or Blue Sky or insurance
         securities laws in connection with the purchase and distribution of the
         Preferred Stock by the Underwriters (as to which we express no
         opinion), (2) such as have been made or obtained under the Securities
         Act and Exchange Act and (3) such as are required by the NASD (as to
         which we express no opinion).

             (ix) Neither the Company nor any Subsidiary is an investment
         company as defined in the Investment Company Act.

             (x) This Agreement and the Remarketing Agreement have been duly
         executed and delivered by the Company to the extent the laws of the
         State of New York apply.

             (xi) Under the laws of the State of New York relating to submission
         to jurisdiction, the Company has validly (a) submitted to the
         jurisdiction of any court of the State of New York or any United States
         federal court, in each case, sitting in the Borough of Manhattan, City
         and State of New York, for the purpose of any suit, action, or other
         proceeding arising out of this Agreement or the Remarketing Agreement,
         or the transaction contemplated by the Final Prospectus (each, a
         "Proceeding"), (b) waived any objection to the venue of any
         Proceeding in any

                                       17


         such court, and (c) appointed CT Corporation Systems for purposes of
         Section 17(b) of this Agreement and Section 15(b) of the Remarketing
         Agreement, assuming (i) the validity of such submission, waiver or
         appointment under the law of the Company's jurisdiction of
         incorporation, and (ii) due authorization of this Agreement and the
         Remarketing Agreement by the Company.

                           Such counsel shall also state that in the course of
         the preparation by the Company of the Registration Statement and the
         Final Prospectus, it has participated in conferences with certain
         officers and employees of the Company, with representatives of Ernst &
         Young LLP, independent public accountants for the Company, with the
         Underwriters and with counsel for the Underwriters, at which
         conferences the contents of the Registration Statement and the Final
         Prospectus and related matters were discussed, that such counsel has
         not undertaken to determine independently, do not express an opinion as
         to, and do not assume any responsibility for, the accuracy,
         completeness or fairness of the statements contained in the
         Registration Statement or the Final Prospectus except to the extent
         stated expressly in clauses (v) and (vi) above, and that based upon
         such counsel's examination of the Registration Statement and the Final
         Prospectus and upon the above-described procedures, no facts have come
         to the attention of such counsel that have caused them to believe that
         the Registration Statement (it being understood that such counsel has
         not been requested to comment and do not express any comment with
         respect to the financial statements and the notes thereto and the
         related statements, supporting schedules and other financial and
         statistical information included or incorporated by reference therein
         or omitted therefrom), at the time the Registration Statement became
         effective, contained or incorporated by reference any untrue statement
         of a material fact or omitted to state any material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, or that the Final Prospectus (it being understood that such
         counsel has not been requested to comment and do not express any
         comment with respect to the financial statements and the notes thereto
         and the related statements, supporting schedules and other financial
         and statistical information included or incorporated by reference
         therein or omitted therefrom), as of its date contained, or, on such
         Delivery Date, contains, any untrue statement of a material fact or
         omitted, or, on such Delivery Date, omits, to state any material fact
         necessary in order to make the statements therein, in light of the
         circumstances under which they were made, not misleading.

         (d) Maples & Calder shall have furnished to the Representative their
written opinion, as Cayman Islands counsel to the Company, addressed to the
Underwriters and dated such Delivery Date, in form and substance satisfactory to
the Representative, as set forth in Exhibit A.

         (e) Paul Goldean, General Counsel to the Company, shall have furnished
to the Representative his written opinion, as counsel to the Company, addressed
to the


                                       18


Underwriters and dated such Delivery Date, in form and substance satisfactory to
the Representative, to the effect that:

             (i) Each of the subsidiaries of the Company set forth on Schedule
         III hererto (each a "U.S. Subsidiary") has been duly organized and is
         validly existing as a corporation in good standing under the laws of
         its jurisdiction of incorporation with all requisite corporate power
         and other necessary authority to own its properties and conduct its
         business as described in the Final Prospectus.

             (ii) All of the issued share capital of each U.S. Subsidiary has
         been duly and validly authorized and issued, is fully paid and
         non-assessable and, except for 5% of the outstanding stock of Scottish
         Re Life Corporation, is owned directly or indirectly by the Company
         free and clear of all liens, encumbrances, equities or claims.

             (iii) To the best of such counsel's knowledge, and other than as
         described in the Registration Statement and Final Prospectus, there is
         no judicial, regulatory, arbitral or other legal or governmental
         proceeding or other litigation, or arbitration, including routine
         litigation, to which the Company or any Subsidiary is a party or of
         which any property of the Company or any Subsidiary is the subject
         which, individually or in the aggregate, if determined adversely to the
         Company or any Subsidiary, would have a Material Adverse Effect, and to
         the best of such counsel's knowledge, no such proceeding is threatened
         or contemplated by governmental authorities or threatened or
         contemplated by others.

             (iv) To the best of such counsel's knowledge, there are no
         contracts or other documents which are required to be described in the
         Final Prospectus or filed as exhibits to the Registration Statement by
         the Securities Act or by the Rules which have not been so described or
         filed as exhibits to the Registration Statement.

             (v) Each of this Agreement and the Remarketing Agreement has been
         duly authorized, executed and delivered by the Company.

             (vi) The issuance and sale of the Preferred Stock by the Company
         and the execution, delivery and performance of this Agreement and the
         Remarketing Agreement by the Company and the consummation of the
         transactions contemplated hereby will not conflict with or result in a
         breach or violation of any of the terms or provisions of, or constitute
         a default (or an event which with notice or lapse of time, or both,
         would constitute a default) under, or result in the creation or
         imposition of any lien, charge or encumbrance upon any property or
         assets of the Company or any Subsidiary pursuant to any indenture,
         mortgage, deed of trust, loan agreement or other agreement, instrument,
         franchise, license or permit known to such counsel to which the Company
         or any Subsidiary is a party or by which the Company or any Subsidiary
         or their respective properties or

                                       19

         assets may be bound or to which any of the property or assets of the
         Company or any Subsidiary is subject or give the holder of any of the
         notes, debentures, or other evidence of indebtedness of the Company or
         any Subsidiary the right to require repurchase, redemption or repayment
         of all or a portion of such indebtedness by the Company or any
         Subsidiary, or result in the creation or imposition of any lien, charge
         or encumbrance upon any of the assets, properties or operations of the
         Company or any Subsidiary or violate or conflict with any judgment,
         decree, order, statute, rule or regulation of any court or any public,
         governmental or regulatory agency or body having jurisdiction over the
         Company or any Subsidiary or any of their respective properties,
         operations or assets.

             (vii) No consent, approval, authorization, order, registration,
         filing, qualification, license or permit of or with any court or any
         public, governmental or regulatory agency or body having jurisdiction
         over the Company or any Subsidiary or any of their respective
         properties or assets is required to be made or obtained by the Company
         for the execution, delivery and performance of this Agreement or the
         Remarketing Agreement or the consummation of the transactions
         contemplated hereby or thereby, by the Registration Statement and by
         the Final Prospectus, including the issuance, sale and delivery of the
         Preferred Stock to be issued, sold and delivered by the Company
         hereunder, except (A) the registration under the Securities Act of the
         Preferred Stock, and (B) such consents, approvals, authorizations,
         orders, registrations, filings, qualifications, licenses and permits as
         may be required under the Exchange Act, applicable state securities,
         Blue Sky or insurance securities laws or the rules of the NASD in
         connection with the purchase and distribution of the Preferred Stock by
         the Underwriters.

             (viii) The Company and each of the U.S. Subsidiaries that are
         engaged in the business of insurance or reinsurance (the "U.S.
         Insurance Subsidiaries") holds such Insurance Licenses as are necessary
         to the conduct of its business as described in the Final Prospectus;
         the Company and each U.S. Insurance Subsidiary have fulfilled and
         performed all obligations necessary to maintain the Insurance Licenses;
         there is no pending or, to the knowledge of such counsel, threatened
         action, suit, proceeding or investigation that could reasonably be
         expected to result in the revocation, termination, suspension or
         limitation of any Insurance License or otherwise impose any limitation
         on the conduct of any U.S. Insurance Subsidiary; and no insurance
         regulatory agency or body has issued, or to such counsel's knowledge,
         commenced any proceeding for the issuance of, any order or decree
         impairing, restricting or prohibiting the payment of dividends or the
         making of any loan by any U.S. Insurance Subsidiary to its parent.

         Such counsel shall also state that he has participated in conferences
with representatives of the Company and with representatives of their
independent accountants and counsel at which conferences the contents of the
Registration Statement and Final Prospectus and related matters were discussed,
and, although he assumes no

                                       20

responsibility for the accuracy, completeness or fairness of the Registration
Statement and Final Prospectus (except as expressly provided above), nothing has
come to his attention to cause him to believe that the Registration Statement or
Final Prospectus, as of its date or such Delivery Date, contained or contains
any untrue statement of a material fact or omitted or omits to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (other than the financial statements
and other financial information contained or incorporated by reference therein,
as to which such counsel expresses no belief).

         (f) The Representative shall have received from Sullivan & Cromwell
LLP, counsel for the Underwriters, such opinion or opinions, dated such Delivery
Date, with respect to the issuance and sale of the Preferred Stock, the
Registration Statement, the Final Prospectus and other related matters as the
Representative may reasonably require, and the Company shall have furnished to
such counsel such documents as they reasonably request for the purpose of
enabling them to pass upon such matters.

         (g) At the time of execution of this Agreement, the Representative
shall have received from Ernst & Young LLP a letter or letters, in form and
substance satisfactory to the Representative, addressed to the Underwriters and
dated the date hereof (i) confirming that they are independent public
accountants within the meaning of the Securities Act and are in compliance with
the applicable requirements relating to the qualification of accountants under
Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date
hereof (or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the
Final Prospectus, as of a date not more than five days prior to the date
hereof), the conclusions and findings of such firm with respect to the financial
information and other matters ordinarily covered by accountants' "comfort
letters" to underwriters in connection with registered public offerings.

         (h) With respect to the letter or letters of Ernst & Young LLP referred
to in the preceding paragraph and delivered to the Representative concurrently
with the execution of this Agreement (the "initial letters"), the Company shall
have furnished to the Representative a letter (the "bring-down letter") of such
accountants, addressed to the Underwriters and dated such Delivery Date (i)
confirming that they are independent public accountants within the meaning of
the Securities Act and are in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01 of Regulation S-X
of the Commission, (ii) stating, as of the date of the bring-down letter (or,
with respect to matters involving changes or developments since the respective
dates as of which specified financial information is given in the Final
Prospectus, as of a date not more than five days prior to the date of the
bring-down letter), the conclusions and findings of such firm with respect to
the financial information and other matters covered by the initial letters and
(iii) confirming in all material respects the conclusions and findings set forth
in the initial letters.

                                       21


         (i) The Company shall have furnished to the Representative a
certificate, dated such Delivery Date, of the Chief Executive Officer and Chief
Financial Officer of the Company, stating that:

             (i) The representations, warranties and agreements of the Company
         in Section 1 are true and correct as of such Delivery Date; the Company
         has complied with all its agreements contained herein; and the
         conditions set forth in paragraph (a) of this Section 7 have been
         fulfilled; and

             (ii) They have carefully examined the Registration Statement and
         Final Prospectus and, in their opinion (A) as of the date of the Final
         Prospectus, the Registration Statement and Final Prospectus did not
         include any untrue statement of a material fact and did not omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading, and (B) since the date of
         the Final Prospectus, no event has occurred which should have been set
         forth in a supplement or amendment to the Registration Statement or
         Final Prospectus which has not been so set forth.

         (j) Since the execution and delivery of this Agreement or, if earlier,
the dates as of which information is given in the Registration Statement
(exclusive of any amendment thereof) and the Final Prospectus (exclusive of any
supplement thereto), there shall not have been any change in the share capital,
ordinary shares, preferred shares, or long-term debt of the Company or any of
the Subsidiaries or any other change (whether or not arising from transactions
in the ordinary course of business), or any development involving a prospective
change, in or affecting the condition (financial or otherwise) results of
operations, business, properties or prospects of the Subsidiaries or the Company
taken as a whole, including, without limitation, the occurrence of a fire,
flood, explosion or other calamity at any of the properties owned or leased by
the Company or any of its Subsidiaries, the effect of which, in any such case
described above, is, in the judgment of the Underwriters, so material and
adverse as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Preferred Stock on the terms and in the manner
contemplated in the Final Prospectus (exclusive of any supplement).

         (k) Subsequent to the execution and delivery of this Agreement there
shall not have occurred any of the following: (i) trading of any securities of
or guaranteed by the Company shall have been suspended on any exchange or in any
over-the-counter market, (ii) trading in securities on the New York Stock
Exchange, the American Stock Exchange, and the National Association of
Securities Dealers, Inc., shall have been generally suspended, or there shall
have been a material disruption in settlement of securities generally, (iii)
minimum or maximum ranges for prices shall have been generally established on
the New York Stock Exchange by the Commission or by the New York Stock Exchange,
(iv) a general banking moratorium shall have been declared by federal or New
York State authorities, (v) any major disruption of settlements of securities or
clearance services in the United States, or (vi) any outbreak or escalation of
major hostilities in which the United States is involved, any declaration of war
by the

                                       22


United States Congress or any other substantial national or international
calamity, crisis or emergency (including, without limitation, acts of terrorism)
affecting the United States, in any such case provided for in clauses (i)
through (vi), as to make it, in the judgment of the Representative,
impracticable or inadvisable to proceed with the public offering or delivery of
the Preferred Stock being delivered on such Delivery Date on the terms and in
the manner contemplated in the Final Prospectus.

         (l) On or after the date of this Agreement, (i) no downgrading shall
have occurred in the rating accorded the Company's debt securities or the debt
securities of any Subsidiary or any Subsidiary's claims paying ability or
financial strength by any "nationally recognized statistical rating
organization", as such term is defined in Rule 436(g)(2) of the Rules, (ii) no
such organization shall have publicly announced that it has under surveillance
or review, with possible negative implications, its rating of any of the
Company's debt securities or preferred stock or the debt securities of any
Subsidiary or any Subsidiary's claims paying ability or financial strength and
(iii) the Preferred Stock shall continue to be rated not lower than BB- by
Standard & Poor's and Ba1 by Moody's.

         (m) No Underwriter shall have discovered and disclosed to the Company
on or prior to such Delivery Date that the Registration Statement or Final
Prospectus or any amendment or supplement thereto contains an untrue statement
of a fact which, in the reasonable opinion of counsel to the Underwriters, is
material or omits to state a fact which, in the reasonable opinion of such
counsel, is material and is required to be stated therein or is necessary to
make the statements therein not misleading.

         All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to the Representative after consultation with counsel for the Underwriters.

SECTION 8.        Indemnification and Contribution.

         (a) The Company shall indemnify and hold harmless each Underwriter, its
directors, officers and employees and each person, if any, who controls any
Underwriter within the meaning of the Securities Act, from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or action
relating to purchases and sales of Preferred Stock), to which that Underwriter,
director, officer, employee or controlling person may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any
Interim Prospectus or the Final Prospectus or in any amendment or supplement
thereto or the omission or alleged omission to state in the Registration
Statement, any Interim Prospectus or the Final Prospectus, or in any amendment
or supplement thereto, any material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse
each Underwriter and each such director, officer,

                                       23


employee or controlling person promptly upon demand for any legal or other
expenses reasonably incurred by that Underwriter, director, officer, employee or
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement,
any Interim Prospectus or the Final Prospectus, or in any such amendment or
supplement, in reliance upon and in conformity with written information
concerning such Underwriter furnished to the Company through the Representative
by or on behalf of any Underwriter specifically for inclusion therein which
information consists solely of the information specified in Section 8(e),
provided, further, that the foregoing indemnity agreement with respect to any
Interim Prospectus shall not inure to the benefit of any Underwriter who failed
to deliver a Final Prospectus (as then amended or supplemented, provided by the
Company to the several Underwriters in the requisite quantity and on a timely
basis to permit proper delivery on or prior to the Delivery Date) to the person
asserting any losses, claims, damages and liabilities and judgments caused by
any untrue statement or alleged untrue statement of a material fact contained in
any Interim Prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they are made,
not misleading, if such material misstatement or omission or alleged material
misstatement or omission was cured, as determined by a court of competent
jurisdiction in a decision not subject to further appeal, in such Final
Prospectus and such Final Prospectus was required by law to be delivered at or
prior to the written confirmation of sale to such person. The foregoing
indemnity agreement is in addition to any liability which the Company may
otherwise have to any Underwriter or to any director, officer, employee or
controlling person of that Underwriter.

         (b) Each Underwriter, severally and not jointly, shall indemnify and
hold harmless the Company, its officers and employees, each of its directors,
and each person, if any, who controls the Company within the meaning of the
Securities Act, from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Company or any such
director, officer or controlling person may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any
Interim Prospectus or the Final Prospectus or in any amendment or supplement
thereto, or (ii) the omission or alleged omission to state in the Registration
Statement, any Interim Prospectus or the Final Prospectus, or in any amendment
or supplement thereto, any material fact required to be stated therein or
necessary to make the statements therein not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information concerning such Underwriter furnished to the Company through the
Representative by or on behalf of that Underwriter specifically for inclusion
therein,

                                       24


which information is limited to the information set forth in Section
8(e), and shall reimburse the Company and any such director, officer or
controlling person for any legal or other expenses reasonably incurred by the
Company or any such director, officer or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Underwriter may
otherwise have to the Company or any such director, officer, employee or
controlling person.

         (c) Promptly after receipt by an indemnified party under this Section 8
of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 8, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 8(a) or (b) except to the extent it has been
materially prejudiced by such failure, and provided further, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have to an indemnified party otherwise than under this Section 8(a) or (b).
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party). After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall without the prior written consent of the indemnified
parties (which consent shall not be unreasonably withheld), settle or compromise
or consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified parties
are actual or potential parties to such claim or action) unless such settlement,
compromise or consent (i) includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding,
and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act, by or on behalf of any indemnified party.

         (d) If the indemnification provided for in this Section 8 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified party
under Section 8(a) or 8(b) in respect of any loss, claim, damage or liability,
or any action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability, or action in respect thereof, (i) in such proportion
as shall be appropriate to reflect the relative benefits received by the Company

                                       25

on the one hand and the Underwriters on the other from the offering of the
Preferred Stock or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriters on the other with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other with respect to such offering shall
be deemed to be in the same proportion as the total net proceeds from the
offering of the Preferred Stock purchased under this Agreement (before deducting
expenses) received by the Company, on the one hand, and the total underwriting
discounts and commissions received by the Underwriters with respect to the
shares of Preferred Stock purchased under this Agreement, on the other hand,
bear to the total gross proceeds from the offering of the shares of Preferred
Stock under this Agreement, in each case as set forth in the table on the cover
page of the Final Prospectus. The relative fault shall be determined by
reference to whether the untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this Section were to be
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take into account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss, claim, damage
or liability, or action in respect thereof, referred to above in this Section
shall be deemed to include, for purposes of this Section 8(d), any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8(d), no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the shares
of Preferred Stock underwritten by it and distributed to the public were offered
to the public exceeds the amount of any damages which such Underwriter has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute as
provided in this Section 8(d) are several in proportion to their respective
underwriting obligations and not joint.

         (e) The Underwriters severally confirm and the Company acknowledges
that the statements with respect to the public offering of the Preferred Stock
by the Underwriters set forth on the cover page of and the paragraphs on
discounts and commissions, concessions, reallowance figures and underwriter
stabilization appearing under the caption "Underwriting" in the Final Prospectus
are correct and constitute the only information concerning such Underwriters
furnished in writing to the Company by

                                       26


or on behalf of the Underwriters specifically for inclusion in the Registration
Statement and Final Prospectus.

SECTION 9.        Defaulting Underwriters.

         If, on either Delivery Date, any Underwriter defaults in the
performance of its obligations under this Agreement, the remaining
non-defaulting Underwriters shall be obligated to purchase the Preferred Stock
which the defaulting Underwriter agreed but failed to purchase on such Delivery
Date in the respective proportions which the number of shares of Firm Stock set
opposite the name of each remaining non-defaulting Underwriter in Schedule I
hereto bears to the total number of shares of Firm Stock set opposite the names
of all the remaining non-defaulting Underwriters in Schedule I hereto; provided,
however, that the remaining non-defaulting Underwriters shall not be obligated
to purchase any of the Preferred Stock on such Delivery Date if the total number
of shares of Preferred Stock which the defaulting Underwriter or Underwriters
agreed but failed to purchase on such date exceeds 9.09% of the total number of
shares of Preferred Stock to be purchased on such Delivery Date, and any
remaining non-defaulting Underwriter shall not be obligated to purchase more
than 110% of the number of shares of Preferred Stock which it agreed to purchase
on such Delivery Date pursuant to the terms of Section 2. If the foregoing
maximums are exceeded, the remaining non-defaulting Underwriters, or those other
underwriters satisfactory to the Representative who so agree, shall have the
right, but shall not be obligated, to purchase, in such proportion as may be
agreed upon among them, all the Preferred Stock to be purchased on such Delivery
Date. If the remaining Underwriters or other underwriters satisfactory to the
Representative do not elect to purchase the shares which the defaulting
Underwriter or Underwriters agreed but failed to purchase on such Delivery Date,
this Agreement (or, with respect to the Second Delivery Date, the obligation of
the Underwriters to purchase, and of the Company to sell, the Option Stock)
shall terminate without liability on the part of any non-defaulting Underwriter
or the Company, except that the Company will continue to be liable for the
payment of expenses to the extent set forth in Sections 6 and 11. As used in
this Agreement, the term "Underwriter" includes, for all purposes of this
Agreement unless the context requires otherwise, any party not listed in
Schedule I hereto who, pursuant to this Section 9, purchases Firm Stock which a
defaulting Underwriter agreed but failed to purchase.

         Nothing contained herein shall relieve a defaulting Underwriter of any
liability it may have to the Company for damages caused by its default. If other
Underwriters are obligated or agree to purchase the Preferred Stock of a
defaulting or withdrawing Underwriter, either the Representative or the Company
may postpone the Delivery Date for up to seven full business days in order to
effect any changes that in the opinion of counsel for the Company or counsel for
the Underwriters may be necessary in the Registration Statement, the Final
Prospectus or in any other document or arrangement.

SECTION 10.       Termination. The obligations of the Underwriters hereunder may
be terminated by the Representative by notice given to and received by the
Company prior

                                       27

to delivery of and payment for the Firm Stock if, prior to that time, any of the
events described in Sections 7(j), 7(k) or 7(l), shall have occurred or if the
Underwriters shall decline to purchase the Preferred Stock for any reason
permitted under this Agreement.

SECTION 11.       Reimbursement of Underwriters' Expenses. If the Company shall
fail to tender the Preferred Stock for delivery to the Underwriters by reason of
any failure, refusal or inability on the part of the Company to perform any
agreement on its part to be performed, or because any other condition of the
Underwriters' obligations hereunder required to be fulfilled by the Company is
not fulfilled, the Company will reimburse the Underwriters for all reasonable
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
incurred by the Underwriters in connection with this Agreement and the proposed
purchase of the Preferred Stock, and upon demand the Company shall pay the full
amount thereof to the Representative. If this Agreement is terminated pursuant
to Section 9 by reason of the default of one or more Underwriters, the Company
shall not be obligated to reimburse any defaulting Underwriter on account of
those expenses.

SECTION 12.       Notices, Etc.  All statements, requests, notices and
agreements hereunder shall be in writing, and:

         (a) if to the Underwriters, shall be delivered or sent by mail, telex
or facsimile transmission to Lehman Brothers Inc., 745 Seventh Avenue, New York,
NY 10019, Attention: Syndicate Registration Department, Fax (212) 526-0943, with
a copy, in the case of any notice pursuant to Section 8(c), to the Director of
Litigation, Office of the General Counsel, Lehman Brothers Inc., 399 Park
Avenue, 15th Floor, New York, NY 10022;

         (b) if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: General Counsel (Fax: (704) 943-2344);
provided, however, that any notice to an Underwriter pursuant to Section 8(c)
shall be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its acceptance telex to the
Representative, which address will be supplied to any other party hereto by the
Representative upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof. The Company shall
be entitled to act and rely upon any request, consent, notice or agreement given
or made on behalf of the Underwriters by Lehman Brothers Inc. on behalf of the
Representative.

SECTION 13.       Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Underwriters, the Company, and
their respective successors. This Agreement and the terms and provisions hereof
are for the sole benefit of only those persons, except that (A) the
representations, warranties, indemnities and agreements of the Company contained
in this Agreement shall also be deemed to be for the benefit of the directors,
officers and the person or persons, if any, who control any Underwriter within
the meaning of Section 15 of the Securities Act and (B) the indemnity

                                       28

agreement of the Underwriters contained in Section 8(b) of this Agreement shall
be deemed to be for the benefit of directors of the Company, officers of the
Company who have signed the Registration Statement and any person controlling
the Company within the meaning of Section 15 of the Securities Act. Nothing in
this Agreement is intended or shall be construed to give any person, other than
the persons referred to in this Section 13, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision contained
herein.

SECTION 14.       Survival. The respective indemnities, representations,
warranties and agreements of the Company and the Underwriters contained in this
Agreement or made by or on behalf on them, respectively, pursuant to this
Agreement, shall survive the delivery of and payment for the Preferred Stock and
shall remain in full force and effect, regardless of any investigation made by
or on behalf of any of them or any person controlling any of them.

SECTION 15.       Definition of the Term "Business Day". For purposes of this
Agreement, "business day" means each Monday, Tuesday, Wednesday, Thursday or
Friday which is not a day on which banking institutions in New York are
generally authorized or obligated by law or executive order to close.

SECTION 16.       Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of New York.

SECTION 17.       Submission to Jurisdiction, Service of Process.

         (a) The Company irrevocably (a) submits to the jurisdiction of any
court of the State of New York or any United States federal court, in each case,
sitting in the Borough of Manhattan, City and State of New York, for the purpose
of any Proceeding, (b) agrees that all claims in respect of any Proceeding may
be heard and determined in any such court, (c) waives, to the fullest extent
permitted by law, any immunity from jurisdiction of any such court or from any
legal process therein, (d) agrees not to commence any Proceeding other than in
such courts, and (e) waives, to the fullest extent permitted by law, any claim
that such Proceeding is brought in an inconvenient forum.

         (b) The Company agrees that service of all writs, process and summonses
in any Proceeding against the Company may be made upon CT Corporation System at
111 Eighth Avenue, New York, New York 10011, whom the Company irrevocably
appoints as its authorized agent for service of process. The Company represents
and warrants that CT Corporation System has agreed to act as the Company's agent
for service of process. The Company agrees that such appointment shall be
irrevocable until the irrevocable appointment by the Company of a successor in
The City of New York as its authorized agent for such purpose and the acceptance
of such appointment by such successor. The Company further agrees to take any
and all action, including the filing of any and all documents and instruments
that may be necessary to continue such appointment in full force and effect as
aforesaid. If CT Corporation System shall cease to act as the agent for

                                       29


service of process for the Company, the Company shall appoint without delay,
another such agent and provide prompt written notice to the Representative of
such appointment.

SECTION 18.        Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

SECTION 19.       Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.











                                       30



         If the foregoing correctly sets forth the agreement between the Company
and the Underwriters, please indicate your acceptance in the space provided for
that purpose below.

                                             Very truly yours,

                                             SCOTTISH RE GROUP LIMITED


                                             By: /s/ E. Murphy
                                                 -----------------------------
                                                 Name:  ELIZABETH MURPHY
                                                 Title: CHIEF FINANCIAL OFFICER






Accepted:

LEHMAN BROTHERS INC.
For themselves and as Representative
of the several Underwriters named
in Schedule I hereto

By LEHMAN BROTHERS INC.


By /s/ Russell Hackmann
   ---------------------------------

Authorized Representative





                                                                         ANNEX I

         (1) Each Underwriter represents and agrees that: (i) it has not offered
or sold and, prior to the expiry of a period six months from the date of
issuance of the Preferred Stock, will not offer or sell any Preferred Stock to
any persons in the United Kingdom, except to persons whose ordinary activities
involved them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995 (as amended); (ii) it has only communicated or
caused to be communicated, and will only communicate or cause to be
communicated, any invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the Financial Services and Markets Act 2000
("FSMA")) received by it in connection with the issue or sale of any Preferred
Stock in circumstances in which Section 21(1) of the FSMA does not apply to the
Company; and (iii) it has complied, and will comply with, all applicable
provisions of the FSMA with respect to anything done by it in relation to the
Preferred Stock in, from or otherwise involving the United Kingdom.











                                       32



                                   SCHEDULE I


<TABLE>

Underwriter                                                 Number of Perpetual Preferred Shares to be purchased


Lehman Brothers Inc.                                        2,900,000
Banc of America Securities LLC                              500,000
Bear, Stearns & Co. Inc.                                    500,000
Keefe Bruyette & Woods                                      500,000
Advest, Inc.                                                150,000
Oppenheimer & Co. Inc.                                      150,000
RBC Dain Rauscher Inc.                                      150,000
Stifel, Nicolaus & Company, Incorporated                    150,000

</TABLE>


                                 SCHEDULE II

List of Subsidiaries
- --------------------

Orkney Holdings, LLC

Orkney Re, Inc.

Scottish Annuity & Life Holdings (Bermuda) Limited

Scottish Annuity & Life Insurance Company (Bermuda) Limited

Scottish Annuity & Life Insurance Company (Cayman) Ltd.

Scottish Annuity & Life International Insurance Company (Bermuda) Limited

Scottish Financial (Luxembourg) S.a.r.l.

Scottish Holdings (Barbados) Ltd.

Scottish Holdings, Inc.

Scottish Re (Dublin) Limited

Scottish Re (U.S.), Inc.

Scottish Re Capital Markets, Inc.

Scottish Re Holdings Limited

Scottish Re Life (Bermuda) Limited

Scottish Re Life Corporation

Scottish Re Limited

Scottish Re PCC Limited (Guernsey)

Scottish Reinsurance Intermediaries (Canada) Inc.

Scottish Solutions, LLC

SRGL Vermogensverwaltungs GmbH (Germany)

Tartan Financial (U.K.)

Tartan Holdings (U.K.) Limited

The Scottish Annuity Company (Cayman), Ltd.

World-Wide Life Assurance S.A. (in liquidation)



                                  SCHEDULE III


Scottish Holdings, Inc.

Scottish Re (U.S.), Inc.

Scottish Re Life Corporation


                                    Exhibit A

                     [Form of Opinion of Maples and Calder]

EX-4.1

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                    NON-CUMULATIVE PERPETUAL PREFERRED SHARES

                                       OF

                            SCOTTISH RE GROUP LIMITED

                      ------------------------------------

       Pursuant to the Companies Law (2004 Revision) of the Cayman Islands

                      ------------------------------------

         SCOTTISH RE GROUP LIMITED, a Cayman Islands exempted company (the
"Company"), HEREBY CERTIFIES that pursuant to resolutions of the Board of
Directors of the Company adopted on June 16, 2005 and of the Pricing Committee
of the Board of Directors of the Company adopted on June 28, 2005, (i) the
creation of the series of Non-Cumulative Perpetual Preferred Shares, $0.01 par
value per share, $25 liquidation preference per share (the "Non-Cumulative
Perpetual Preferred Shares"), (ii) the issue of 5,000,000 Non-Cumulative
Perpetual Preferred Shares (the "Firm Shares") and (iii) the grant to the
Underwriters (as defined herein) of an option to purchase up to 750,000
additional Non-Cumulative Perpetual Preferred Shares (the "Option Shares") and
the issue of such Option Shares, were authorized and the designation,
preferences and privileges, voting rights, relative, participating, optional and
other special rights, and qualifications, limitations and restrictions of all
Firm Shares and Option Shares, in addition to those set forth in the Amended and
Restated Memorandum of Association ("Memorandum of Association") and Amended and
Restated Articles of Association ("Articles of Association") of the Company,
were fixed as follows:

     1. DESIGNATION.

     The designation of this Series of preferred shares (hereinafter referred to
as this "Series") shall be "Non-Cumulative Perpetual Preferred Shares," and the
number of shares constituting this Series shall be 5,000,000, subject to the
issuance of any of the additional 750,000 Option Shares. The Firm Shares and the
Option Shares, if any, are hereinafter referred to as the "Perpetual Preferred
Shares." The Perpetual Preferred Shares shall have a liquidation preference of
$25 per share. The Company may from time to time, without notice to or the
consent of holders of the Perpetual Preferred Shares, issue additional perpetual
preferred shares. No such issuance shall affect the due authorization of any
issued and outstanding shares of this Series.

     2. DEFINITIONS.

     "3-month LIBOR" shall mean, for any Dividend Period, with respect to the
second London Banking Day immediately preceding the first day of such Dividend
Period:

          (i) the offered rate (expressed as a percentage per annum) for 3-month
     deposits in United States dollars, beginning on the first day of such
     period, as that rate appears on




     Moneyline Telerate Page 3750 as of 11:00 a.m., London time, on the second
     London Banking Day immediately preceding the first day of such Dividend
     Period; or

          (ii) if the rate described above does not appear on Moneyline Telerate
     Page 3750, the 3-month LIBOR will be the rate determined on the basis of
     the rates at which 3-month deposits in United States dollars commencing on
     the first day of such Dividend Period are offered to prime banks in the
     London interbank market by four major banks in such market selected by the
     Calculation Agent, at approximately 11:00 a.m., London time, on the second
     London Banking Day immediately preceding the first day of such Dividend
     Period, and in a Representative Amount, provided that if at least two
     quotations are provided, the 3-month LIBOR will be the arithmetic mean of
     such quotations; or

          (iii) if fewer than two offered quotations are provided as requested
     in clause (ii) above, the 3-month LIBOR will be the rate calculated by the
     Calculation Agent as the arithmetic mean of the rates quoted at
     approximately 11:00 a.m., New York City time, on the second London Banking
     Day immediately preceding the first day of such Dividend Period, by three
     major banks in New York City selected by the Calculation Agent, for loans
     in United States dollars to leading European banks for a period of three
     months, and in a Representative Amount; or

          (iv) if fewer than three banks as selected by the Calculation Agent
     are quoting as described in clause (iii) above, the 3-month LIBOR for the
     new Dividend Period will be the 3-month LIBOR in effect for the prior
     Dividend Period.

     "10-year Treasury CMT" shall mean the rate determined by the Calculation
Agent in accordance with the following provisions:

          (i) With respect to any Dividend Determination Date and the Dividend
     Period that begins immediately thereafter, the 10-year Treasury CMT means
     the rate per annum for deposits for a 10-year period commencing on the
     Dividend Determination Date displayed on the Bloomberg interest rate page
     most nearly corresponding to Moneyline Telerate Page 7051 containing the
     caption "...Treasury Constant Maturities... Federal Reserve Board Release
     H.15...Mondays Approximately 3:45 P.M.," and the column for the Designated
     CMT Maturity Index.

          (ii) If such rate is no longer displayed on the relevant page, or is
     not so displayed by 3:00 p.m., New York City time, on the applicable
     Dividend Determination Date, then the 10-year Treasury CMT for such
     Dividend Determination Date will be such treasury constant maturity rate
     for the Designated CMT Maturity Index as is published in H.15(519).

          (iii) If such rate is no longer displayed on the relevant page, or if
     not published by 3:00 p.m., New York City time, on the applicable Dividend
     Determination Date, then the 10-year Treasury CMT for such Dividend
     Determination Date will be such constant maturity treasury rate for the
     Designated CMT Maturity Index (or other United States Treasury rate for the
     Designated CMT Maturity Index) for the applicable Dividend Determination
     Date as may then be published by either the Board of Governors of the
     Federal Reserve System or the United States Department of the Treasury that
     the



                                       2



     Calculation Agent determines to be comparable to the rate formerly
     displayed on the Bloomberg interest rate page most nearly corresponding to
     Moneyline Telerate Page 7051 and published in H.15(519).

          (iv) If such information is not provided by 3:00 p.m., New York City
     time, on the applicable Dividend Determination Date, then the 10-year
     Treasury CMT for such Dividend Determination Date will be calculated by the
     Calculation Agent and will be a yield to maturity, based on the arithmetic
     mean of the secondary market offered rates as of approximately 3:30 p.m.,
     New York City time, on such Dividend Determination Date reported, according
     to their written records, by three leading primary United States government
     securities dealers in the City of New York (each, a "Reference Dealer")
     selected by the Calculation Agent (from five such Reference Dealers
     selected by the Calculation Agent and eliminating the highest quotation
     (or, in the event of equality, one of the highest) and the lowest quotation
     (or, in the event of equality, one of the lowest)), for the most recently
     issued direct noncallable fixed rate obligations of the United States
     ("Treasury Debentures") with an original maturity of approximately the
     Designated CMT Maturity Index and a remaining term to maturity of not less
     than such Designated CMT Maturity Index minus one year.

          (v) If the Calculation Agent is unable to obtain three such Treasury
     Debentures quotations, the 10-year Treasury CMT for the applicable Dividend
     Determination Date will be calculated by the Calculation Agent and will be
     a yield to maturity based on the arithmetic mean of the secondary market
     offered rates as of approximately 3:30 p.m., New York City time, on the
     applicable Dividend Determination Date of three Reference Dealers in The
     City of New York (from five such Reference Dealers selected by the
     Calculation Agent and eliminating the highest quotation (or, in the event
     of equality, one of the highest) and the lowest quotation (or, in the event
     of equality, one of the lowest)), for Treasury Debentures with an original
     maturity of the number of years that is the next highest to the Designated
     CMT Maturity Index and a remaining term to maturity closest to the
     Designated CMT Maturity Index and in an amount of at least $100 million.

          (vi) If three or four (and not five) of such Reference Dealers are
     quoting as set forth above, then the 10-year Treasury CMT will be based on
     the arithmetic mean of the offered rates obtained and neither the highest
     nor lowest of such quotes will be eliminated; provided, however, that if
     fewer than three Reference Dealers selected by the Calculation Agent are
     quoting as set forth above, the 10-year Treasury CMT with respect to the
     applicable Dividend Determination Date will remain the 10-year Treasury CMT
     for the immediately preceding Dividend Period. If two Treasury Debentures
     with an original maturity as described in the second preceding sentence
     have remaining terms to maturity equally close to the Designated CMT
     Maturity Index, then the quotes for the Treasury Debentures with the
     shorter remaining term to maturity will be used.

     "30-year Treasury CMT" shall have the meaning specified under the
definition of 10-year Treasury CMT, except that (i) each reference to "10-year"
in the definition of the "10-year Treasury CMT" will be "30-year" for the
purposes of the "30-year Treasury CMT" and (ii) the Designated CMT Maturity
Index for the 30-year Treasury CMT shall be 30 years.

     "Adjustable Rate" shall have the meaning assigned to such term in Section
3(b)(iv)(A).


                                       3



         "Adjusted Shareholders' Equity Amount" shall have the meaning assigned
to such term in Section 4(e)(i).

     "Benchmark Quarter" shall have the meaning assigned to such term in Section
4(a)(ii).

     "Benchmark Rates" shall have the meaning assigned to such term in Section
3(b)(iv)(A).

     "Bloomberg" shall mean Bloomberg Financial Markets Commodities News.

     "Board of Directors" shall mean the Board of Directors of the Company or
any duly authorized committee of the Board of Directors.

     "Business Day" shall mean a day that is a Monday, Tuesday, Wednesday,
Thursday or Friday and is not a day on which banking institutions in New York
City generally are authorized or obligated by law or executive order to close.

     "Calculation Agent" shall mean Computershare Investor Services, LLC, or any
successor calculation agent selected by the Company.

     "Certificate of Designations" shall mean this Certificate of Designations
relating to the Perpetual Preferred Shares, as amended from time to time.

     "Clearing Agency" shall mean an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act. The Depository Trust
Company will be the initial Clearing Agency.

     "Clearing Agency Participant" shall mean a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

     "Convertible Preferred Shares" shall mean the series of 5,750,000
Convertible Preferred Shares, $0.01 par value per share, $25 liquidation
preference per share, of the Company that were issued as part of the Company's
offering of 5.875% Hybrid Capital Units.

     "covered reinsurance subsidiaries" shall have the meaning assigned to such
term in Section 4(e)(ii).

     "Depositary" shall mean, with respect to the Perpetual Preferred Shares, a
clearing agency registered under Section 17A of the Exchange Act that is
designated to act as depositary for such shares, and initially shall be The
Depository Trust Company.

     "Designated CMT Maturity Index" shall mean the original period to maturity
of the U.S. Treasury securities with respect to which the 10-year Treasury CMT
or 30-year Treasury CMT, as applicable, will be calculated (which are ten years
and thirty years, respectively).

     "Dividend Determination Date" shall mean the second London Banking Day
immediately preceding the first day of the relevant Dividend Period in the
Floating Rate Period.


                                       4



     "Dividend Declaration Date" shall have the meaning assigned to such term in
Section 4(a).

     "Dividend Payment Date" shall have the meaning assigned to such term in
Section 3(a)(i).

     "Dividend Period" shall have the meaning assigned to such term in Section
3(a)(iii).

     "Dividend Rate" shall mean the rate at which dividends will accrue in
respect of any Dividend Period, as determined pursuant to the terms of Section
3, whether by Remarketing or otherwise.

     "Dividend Record Date" shall have the meaning assigned to such term in
Section 3(a)(ii).

     "GAAP" shall have the meaning assigned to such term in Section 4(e)(iii).

     "Election Date" shall mean, with respect to any proposed Remarketing, a
date as determined by the Company that is no later than the fifth Business Day
prior to the proposed Remarketing Date.

     "Exchange Act" shall mean the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations promulgated thereunder.

     "Fixed Rate" shall mean the Dividend Rate during the Initial Fixed Rate
Period and any subsequent Fixed Rate Period as determined by a Remarketing.

     "Fixed Rate Period" shall mean the Initial Fixed Rate Period and each
period set by the Company during a Remarketing for which the Fixed Rate
determined in such Remarketing will apply; provided, however, that a Fixed Rate
Period must be for a duration of at least six months and may not end on a day
other than a Dividend Payment Date.

     "Floating Rate" shall mean the Dividend Rate during a Floating Rate Period
calculated pursuant to Section 3(b)(iv).

     "Floating Rate Period" shall mean any period during which a Floating Rate
is in effect.

     "Initial Dividend Rate" shall mean 7.25% per annum.

     "Initial Fixed Rate Period" shall mean July 6, 2005 until the Dividend
Payment Date in July 2010.

     "Issue Date" shall mean the initial date of delivery of the Perpetual
Preferred Shares.

     "Junior Shares" shall mean the Ordinary Shares and any other class or
series of shares of the Company that ranks junior to the Perpetual Preferred
Shares either as to the payment of dividends or as to the distribution of assets
upon any liquidation, dissolution or winding up of the Company.


                                       5



     "Liquidation Preference" shall have the meaning assigned to such term in
Section 6(b).

     "London Banking Day" shall mean a day that is a Monday, Tuesday, Wednesday,
Thursday or Friday and is a day on which dealings in United States dollars are
transacted in the London interbank market.

     "Moneyline Telerate Page" shall mean the display on Moneyline Telerate,
Inc. (or any successor service) on the specified page (or any other page as may
replace such page on such service).

     "NAIC" shall have the meaning assigned to such term in Section 4(e)(iv).

     "Notice of Election" shall have the meaning assigned to such term in
Section 3(c)(ii).

     "New Common Equity Amount" shall have the meaning assigned to such term in
Section 4(e)(v).

     "Nonpayment" shall have the meaning assigned to such term in Section 8(b).

     "Ordinary Shares" shall mean the ordinary shares, par value $0.01 per
share, of the Company.

     "Owner" means each Person who is the beneficial owner of a Perpetual
Preferred Share certificate as reflected in the records of the Clearing Agency
or, if a Clearing Agency Participant is not the Owner, then as reflected in the
records of a Person maintaining an account with the Clearing Agency (directly or
indirectly, in accordance with the rules of the Clearing Agency).

     "Parity Shares" shall mean the Convertible Preferred Shares and any class
or series of preferred shares of the Company that ranks equally with the
Perpetual Preferred Shares in the payment of dividends and in the distribution
of assets on any liquidation, dissolution or winding up of the Company. Any
other class or series of preferred shares of the Company will not be deemed to
rank senior to (or other than on a parity with) the Perpetual Preferred Shares
in the payment of dividends solely because such other class or series of shares
does not include the limitation on payment of dividends (and the related
exceptions) provided for in Section 4 and, accordingly, the Company may pay
dividends on any other class or series of Parity Shares for periods during which
the Company may not pay dividends on the Perpetual Preferred Shares because of
such limitation without violating the requirements of Sections 3(a)(vi) and
3(a)(vii).

     "Person" shall mean any individual, corporation, partnership, joint
venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

     "Preferred Share Directors" shall have the meaning assigned to such term in
Section 8(b).

     "quarter test date" shall have the meaning assigned to such term in Section
4(a)(ii).

     "Remarketing" shall mean the conduct by which a Fixed Rate shall be
determined in


                                       6



accordance with the Remarketing Procedures.

     "Remarketing Agent" shall mean Lehman Brothers Inc., its successors or
assigns, or such other remarketing agent appointed to such capacity by the
Company.

     "Remarketing Agreement" shall mean the agreement between the Company and
Lehman Brothers Inc., as Remarketing Agent, dated as of the Issue Date.

     "Remarketing Date" shall mean any Business Day no later than the third
Business Day prior to any Remarketing Settlement Date.

     "Remarketing Procedures" shall mean those procedures set forth in Section
3(c) hereof.

     "Remarketing Settlement Date" shall mean, to the extent applicable, (i) the
first Business Day of the next Dividend Period following the expiration of the
Initial Fixed Rate Period; (ii) any Dividend Payment Date during a Floating Rate
Period; or (iii) any Dividend Payment Date during a time in which Perpetual
Preferred Shares are not redeemable in a subsequent Fixed Rate Period and the
date set by the Company during a time in which Perpetual Preferred Shares are
redeemable in a subsequent Fixed Rate Period.

     "Representative Amount" shall mean a principal amount that, in the
Calculation Agent's judgment, is representative of a single transaction in the
relevant market at the relevant time, provided such amount shall not be less
than $1,000,000.

     "risk-based capital ratio" shall have the meaning assigned to such term in
Section 4(e)(vi).

     "SEC" shall mean the Securities and Exchange Commission.

     "Securities Act" shall mean Securities Act of 1933, and any statute
successor thereto, in each case as amended from time to time, and the rules and
regulations promulgated thereunder.

     "Share Premium Account" shall mean an amount equal to (i) the excess of (A)
the aggregate subscription proceeds received by the Company in respect of the
offerings of all classes of its Ordinary Shares and preferred shares after
giving effect to any placement or subscription fees, but without taking into
account any other fees and expenses of the Company relating to such offerings
over (B) the aggregate par value of all of the Company's issued Ordinary and
preferred shares regardless of class, minus (ii) the aggregate reductions made
to the Company's share premium account due to distributions previously made to
holders of the Company's shares.

     "solvent" shall have the meaning assigned to such term in Section 3(a).

     "Trailing Four Quarters Consolidated Net Income Amount" shall have the
meaning assigned to such term in Section 4(e)(vii).


                                       7



     "Underwriters" shall mean Lehman Brothers Inc. and the other underwriters
named as parties to the Underwriting Agreement dated June 28, 2005, relating to
the Perpetual Preferred Shares.

     "Voting Preferred Shares" shall mean any other class or series of preferred
shares of the Company ranking equally with the Perpetual Preferred Shares either
as to dividends or the distribution of assets upon liquidation, dissolution or
winding up and upon which like voting rights have been conferred and are
exercisable.

     3. DIVIDENDS.

     (a) GENERAL

          (i) Dividend Payment Dates, Initial Fixed Rate Period. The holders of
     the Perpetual Preferred Shares shall be entitled to receive cash dividends
     when, as and if declared by the Board of Directors, out of assets legally
     available for that purpose and to the extent the Company is able to pay its
     debts as they fall due ("solvent") after giving effect thereto, at the
     applicable Dividend Rate set forth below in this Section 3. Dividends on
     the Perpetual Preferred Shares shall be payable on a non-cumulative basis,
     quarterly in arrears on the 15th day of January, April, July and October of
     each year (each, a "Dividend Payment Date"). During the Initial Fixed Rate
     Period, the Dividend Rate shall be the Initial Dividend Rate. For each
     Dividend Period thereafter, the Dividend Rate shall be determined in
     accordance with Section 3(b).

          (ii) Dividend Record Date. Each such dividend shall be paid to the
     holders of record of the Perpetual Preferred Shares as they appear on the
     share register of the Company on the applicable record date (each, a
     "Dividend Record Date"), which shall be a record date fixed by the Board of
     Directors that is not more than 60 nor less than 10 days prior to such
     Dividend Payment Date. The Dividend Record Date shall apply regardless of
     whether any particular Dividend Record Date is a Business Day. Dividends on
     the Perpetual Preferred Shares shall not be cumulative. If the Board of
     Directors fails to declare a dividend, such dividend will not accrue and
     the Company shall have no obligation to pay a dividend for that Dividend
     Period (defined below) on the Dividend Payment Date, whether or not
     dividends are declared on the Perpetual Preferred Shares for any future
     Dividend Period.

          (iii) Dividend Period. Each dividend period (a "Dividend Period")
     shall commence on and include a Dividend Payment Date to but excluding the
     next Dividend Payment Date, except that the initial Dividend Period for the
     Firm Shares and any Option Shares will commence on and include the original
     issue date of the Firm Shares, and will end on and exclude the October 15,
     2005 Dividend Payment Date.

          (iv) Day Count Convention. The amount of dividends payable per
     Perpetual Preferred Share on each Dividend Payment Date relating to a Fixed
     Rate Period will be computed on the basis of a 360-day year of twelve
     30-day months. The amount of dividends payable per Perpetual Preferred
     Share on each Dividend Payment Date relating to a Floating Rate Period will
     be computed by multiplying the per annum Dividend Rate in effect for such
     Dividend Period by a fraction, the numerator of which will be the actual


                                       8



     number of days in such Dividend Period (or portion thereof) (determined by
     including the first day thereof and excluding the last day thereof) and the
     denominator of which will be 360, and multiplying the rates obtained by
     $25.

          (v) Business Day Convention. If any Dividend Payment Date with respect
     to a Fixed Rate Period is not a Business Day, then dividends will be
     payable on the first Business Day following such Dividend Payment Date,
     without accrual to the actual payment date. If any Dividend Payment Date
     with respect to a Floating Rate Period is not a Business Day, then
     dividends will be payable on the first Business Day following such Dividend
     Payment Date unless such day is in the next calendar month, in which case
     dividends shall be payable on the first Business Day preceding such
     Dividend Payment Date and dividends, in each case, shall accrue to the
     actual payment date.

          (vi) Junior Shares. So long as any Perpetual Preferred Shares remain
     outstanding for any Dividend Period, unless the full dividends for the
     current Dividend Period on all outstanding Perpetual Preferred Shares and
     Parity Shares have been declared and paid (or declared and a sum sufficient
     for the payment thereof has been set aside): (i) no dividend whatsoever
     shall be paid or declared during such Dividend Period on the Ordinary
     Shares or other Junior Shares (other than a dividend payable solely in
     Junior Shares); and (ii) no Ordinary Shares or other Junior Shares shall be
     purchased, redeemed or otherwise acquired for consideration by the Company,
     directly or indirectly (other than as a result of a reclassification of
     Junior Shares for or into other Junior Shares, or the exchange or
     conversion of one share of Junior Shares for or into another share of
     Junior Shares, and other than through the use of proceeds of a
     substantially contemporaneous sale of Junior Shares) during such Dividend
     Period.

          (vii) Pro Rata Adjustments. When dividends are not paid in full (or
     duly provided for) on any Dividend Payment Date (or, in the case of Parity
     Shares having dividend payment dates different from the Dividend Payment
     Dates, on a dividend payment date falling within a Dividend Period) upon
     the Perpetual Preferred Shares and any Parity Shares, all dividends
     declared upon the Perpetual Preferred Shares and all such Parity Shares
     payable on such Dividend Payment Date (or, in the case of Parity Shares
     having dividend payment dates different from the Dividend Payment Dates, on
     a dividend payment date falling within the Dividend Period related to such
     Dividend Payment Date) shall be declared pro rata so that the respective
     amounts of such dividends shall bear the same ratio to each other as all
     accrued but unpaid dividends per Perpetual Preferred Share and all Parity
     Shares payable on such Dividend Payment Date (or, in the case of Parity
     Shares having dividend payment dates different from the Dividend Payment
     Dates pertaining to the Perpetual Preferred Shares, on a dividend payment
     date falling within the related Dividend Period for the Perpetual Preferred
     Shares) bear to each other.

          (viii) Additional Perpetual Preferred Shares. In the event that
     additional shares of the Perpetual Preferred Shares are issued after the
     original issue date, dividends on such shares may accrue from the original
     issue date or any other date specified by the Company at the time such
     additional shares are issued. These dividends will accrue, with respect to
     each Dividend Period, in the manner set forth in Sections 3(a)(i) and 3(b).


                                       9



          (ix) Determination of Rates. The Calculation Agent's determination of
     any Benchmark Rate, any Dividend Rate and its calculation of the amount of
     dividends for any Dividend Period, will be on file at our principal
     offices, will be made available to any shareholder upon request and will be
     final and binding in the absence of manifest error.

          (x) Non-Cumulative Dividends. Dividends on Perpetual Preferred Shares
     shall be non-cumulative. To the extent that any dividends payable on the
     Perpetual Preferred Shares on any Dividend Payment Date are not declared
     and paid, in full or otherwise, on such Dividend Payment Date, then such
     unpaid dividends shall not cumulate and shall cease to accrue and be
     payable and the Company shall have no obligation to pay dividends accrued
     for the applicable Dividend Period subsequent to such Dividend Payment Date
     or to pay interest with respect to such dividends, whether or not dividends
     are declared on Perpetual Preferred Shares for any subsequent Dividend
     Period.

     (b) DIVIDEND RATES; REMARKETING

          (i) Fixed Rate Period. Prior to the expiration of the Initial Fixed
     Rate Period, the Company will have the option to remarket the Perpetual
     Preferred Shares to establish a new Fixed Rate with respect to the
     Perpetual Preferred Shares (to be in effect after the Initial Fixed Rate
     Period); provided, however, that (A) the Company may not effect a
     Remarketing if the Perpetual Preferred Shares are not issued solely in
     global, fully registered form to a Clearing Agency and (B) if the Company
     has initiated a Remarketing, but at or prior to the related Remarketing
     Settlement Date the Perpetual Preferred Shares are no longer issued solely
     in global, fully registered form to a Clearing Agency, the Remarketing
     shall terminate and shall not be consummated. In the event that clause (A)
     or clause (B) of the proviso set forth in the previous sentence applies,
     the Dividend Rate for the next succeeding Dividend Period shall be
     determined pursuant to Section 3(b)(iii). Any new Fixed Rate so established
     will be in effect for such Fixed Rate Period as the Company determines in
     connection with the Remarketing, provided that a Fixed Rate Period must be
     for a duration of at least six months and must end on a Dividend Payment
     Date. Prior to the expiration of any Fixed Rate Period after the Initial
     Fixed Rate Period, the Company will have the option, subject to the proviso
     set forth in the first sentence of this Section 3(b)(i), to remarket the
     Perpetual Preferred Shares to establish a new Fixed Rate for a new Fixed
     Rate Period (to be in effect after the expiration of the then current
     Dividend Period).

          (ii) Remarketing at Fixed Rate. If the Remarketing Agent, pursuant to
     the Remarketing Procedures described in Section (3)(c), has determined that
     it will be able to remarket all Perpetual Preferred Shares tendered or
     deemed tendered for purchase in the Remarketing at a Fixed Rate and at the
     $25 liquidation preference per share, prior to 4:00 p.m., New York City
     time, on any Remarketing Date, the Dividend Rate for the new Fixed Rate
     Period will be the Fixed Rate determined by the Remarketing Agent, which
     will be the rate per annum (rounded to the nearest one-thousandth (0.001)
     of one percent per annum) that the Remarketing Agent determines, in its
     sole judgment, to be the lowest Fixed Rate per annum that will enable it to
     remarket all Perpetual Preferred Shares tendered or deemed tendered for
     Remarketing at the $25 liquidation preference per share.


                                       10



          (iii) Floating Rate Period. If the Perpetual Preferred Shares are not
     redeemed and the Company does not elect or is not entitled to remarket the
     Perpetual Preferred Shares pursuant to this Section 3 or has terminated a
     Remarketing or if the Remarketing Agent is unable to remarket all of the
     Perpetual Preferred Shares tendered or deemed tendered for a purchase price
     of $25 per Perpetual Preferred Share pursuant to the Remarketing procedures
     described above or if the Remarketing has been terminated, the Dividend
     Rate shall be the Floating Rate and the new Dividend Rate Period, subject
     to the Company's right to subsequently remarket the Perpetual Preferred
     Shares to again establish a Fixed Rate for a new Fixed Rate Period. During
     any Floating Rate Period, the Company may elect to remarket the Perpetual
     Preferred Shares prior to any Dividend Payment Date relating to a Floating
     Rate Period in order to again establish a new Fixed Rate for a new Fixed
     Rate Period (to be in effect after the expiration of the then current
     Dividend Period).

          (iv) Calculation of Floating Rate. The Calculation Agent shall
     calculate the Floating Rate on the applicable Dividend Determination Date
     relating to that Floating Rate Period as follows:

          (A) Except as provided below, the Floating Rate for any Floating Rate
          Period for the Perpetual Preferred Shares will be reset quarterly and
          will be equal to the Adjustable Rate plus 3.50%. The "Adjustable Rate"
          for any Dividend Period will be equal to the highest of the 3-month
          LIBOR, the 10-year Treasury CMT and the 30-year Treasury CMT
          (collectively, the "Benchmark Rates") for such Dividend Period during
          the Floating Rate Period. In the event that the Calculation Agent
          determines in good faith that for any reason:

               (1) any one of the Benchmark Rates cannot be determined for any
               Dividend Period, the Adjustable Rate for such Dividend Period
               will be equal to the higher of whichever two of such rates can be
               so determined;

               (2) only one of the Benchmark Rates can be determined for any
               Dividend Period, the Adjustable Rate for such Dividend Period
               will be equal to whichever such rate can be so determined; or

               (3) none of the Benchmark Rates can be determined for any
               Dividend Period, the Adjustable Rate for the preceding Dividend
               Period will be continued for such Dividend Period, provided that
               if such preceding Dividend Period was a Fixed Rate Period, the
               Fixed Rate for the preceding Dividend Period will be continued
               for such Dividend Period.


          (B) Each of the 10-year Treasury CMT and the 30-year Treasury CMT
          shall be rounded to the nearest hundredth (0.01) of one percent and
          3-month LIBOR shall be rounded to the nearest one-hundred-thousandth
          (0.00001) of one percent. The Floating Rate with respect to each
          Dividend Period that occurs within a Floating Rate Period will be
          calculated as promptly as practicable by the Calculation Agent
          according to the appropriate method described above.

          (vi) Dividend Rate following Remarketing. If a new Fixed Rate for a
          new


                                       11



          Fixed Rate Period is set in a Remarketing (as described in this
          Section 3), a new Fixed Rate Period shall commence following the
          expiration of the then current Dividend Period. If a new Fixed Rate
          for a new Fixed Rate Period is not set, for any reason, including
          after the expiration of the Initial Fixed Rate Period, in accordance
          with the terms of Section 3(c) hereof, a Floating Rate Period and the
          corresponding Floating Rate determined or redetermined in accordance
          with this Section 3(b)(vi) shall be in effect unless and until the
          Company remarkets the Perpetual Preferred Shares and sets a new Fixed
          Rate for a new Fixed Rate Period in accordance with Sections 3(b) and
          3(c).

          (c) REMARKETING PROCEDURES

               (i) If the Company elects to conduct a Remarketing of the
          Perpetual Preferred Shares for the purpose of establishing a new Fixed
          Rate for a new Fixed Rate Period, the Company shall, not less than 10
          nor more than 35 Business Days prior to the related Election Date,
          notify in writing the Clearing Agency, the Remarketing Agent and the
          Calculation Agent. Such notice shall describe the Remarketing and
          shall indicate the length of the proposed new Fixed Rate Period, the
          proposed Remarketing Date and any redemption provisions that will
          apply during such new Fixed Rate Period. The Company shall have the
          right to terminate a Remarketing on any day prior to the date of the
          Remarketing of the Perpetual Preferred Shares by notice of such
          termination to the Clearing Agency (or the holders, as applicable),
          the Remarketing Agent and the Calculation Agent.

               (ii) Not later than 4:00 p.m., New York City time, on an Election
          Date, each Owner of Perpetual Preferred Shares being remarketed may
          give, through the facilities of the Clearing Agency, a written notice
          to the Company of its election ("Notice of Election") (x) to retain
          and not to have all or any portion of the Perpetual Preferred Shares
          owned by it remarketed in the Remarketing or (y) to tender all or any
          portion of such Perpetual Preferred Shares for purchase in the
          Remarketing (such portion, in either case, required to be in the
          liquidation amount of $25 per share or any integral multiple thereof).
          Any Notice of Election given to the Company will be irrevocable and
          may not be conditioned upon the level at which the Fixed Rate is
          established in the Remarketing. Promptly after 4:30 p.m., New York
          City time, on such Election Date, the Company, based on the Notices of
          Election received by it through the Clearing Agency prior to such
          time, will notify the Remarketing Agent of the number of Perpetual
          Preferred Shares to be retained by holders of Perpetual Preferred
          Shares and the number of Perpetual Preferred Shares tendered or deemed
          tendered for purchase in the Remarketing.

               (iii) If any holder gives a Notice of Election to tender
          Perpetual Preferred Shares as described in (y) in the immediately
          preceding paragraph, the Perpetual Preferred Shares so subject to such
          Notice of Election will be deemed tendered for purchase in the
          Remarketing, notwithstanding any failure by such holder to deliver or
          properly deliver such Perpetual Preferred Shares to the Remarketing
          Agent for purchase. If any holder of Perpetual Preferred Shares fails
          timely to deliver a Notice of Election, as described above, such
          Perpetual Preferred Shares will be deemed tendered for purchase in
          such Remarketing, notwithstanding such failure or the failure by such
          holder to deliver or properly deliver such Perpetual Preferred Shares
          to the Remarketing Agent for purchase.


                                       12



               (iv) The right of each holder of Perpetual Preferred Shares to
          have Perpetual Preferred Shares tendered for purchase in the
          Remarketing shall be limited to the extent that (w) the Remarketing
          Agent conducts a Remarketing pursuant to the terms of the Remarketing
          Agreement, (x) Perpetual Preferred Shares tendered have not been
          called for redemption, (y) the Remarketing Agent is able to find a
          purchaser or purchasers for tendered Perpetual Preferred Shares at a
          Fixed Rate and (z) such purchaser or purchasers delivers the purchase
          price to the Remarketing Agent.

               (v) Any holder of Perpetual Preferred Shares that desires to
          continue to retain a number of Perpetual Preferred Shares, but only if
          the Fixed Rate is not less than a specified rate per annum, shall
          submit a Notice of Election to tender such Perpetual Preferred Shares
          pursuant to this Section 3(c) and separately notify the Remarketing
          Agent of its interest at the telephone number set forth in the notice
          of Remarketing delivered pursuant to this Section 3(c). If such holder
          so notifies the Remarketing Agent, the Remarketing Agent will give
          priority to such holder's purchase of such number of Perpetual
          Preferred Shares in the Remarketing, provided that the Fixed Rate is
          not less than such specified rate.

               (vi) If holders submit Notices of Election to retain all of the
          Perpetual Preferred Shares then outstanding, the Fixed Rate will be
          the rate determined by the Remarketing Agent, in its sole discretion,
          as the rate that would have been established had a Remarketing been
          held on the related Remarketing Date.

               (vii) On any Remarketing Date on which the Remarketing is to be
          conducted, the Remarketing Agent will use commercially reasonable
          efforts to remarket, at a price equal to 100% of the $25 liquidation
          preference per share, Perpetual Preferred Shares tendered or deemed
          tendered for purchase. If, as a result of such efforts, on any
          Remarketing Date, the Remarketing Agent has determined that it will be
          able to remarket all Perpetual Preferred Shares tendered or deemed
          tendered for purchase in the Remarketing at a Fixed Rate and at the
          $25 liquidation preference per share, prior to 4:00 P.M., New York
          City time, on such Remarketing Date, the Remarketing Agent will
          determine the Fixed Rate, which will be the rate per annum (rounded to
          the nearest one-thousandth (0.001) of one percent per annum) which the
          Remarketing Agent determines, in its sole judgment, to be the lowest
          Fixed Rate per annum, if any, that will enable it to remarket all
          Perpetual Preferred Shares tendered or deemed tendered for Remarketing
          at the $25 liquidation preference per share. By approximately 4:30
          p.m., New York City time, on a Remarketing Date, the Remarketing Agent
          shall advise, by telephone, (x) the Clearing Agency Participant, the
          Company and the Calculation Agent of any new Fixed Rate established
          pursuant to the Remarketing and the number of remarketed Perpetual
          Preferred Shares sold in the Remarketing; (y) each purchaser of a
          remarketed Perpetual Preferred Share (or the Clearing Agency
          Participant thereof) of such new Fixed Rate and the number of
          remarketed Perpetual Preferred Shares such purchaser is to purchase;
          and (z) each purchaser to give instructions to its Clearing Agency
          Participant to pay the purchase price on the Remarketing Settlement
          Date in same day funds against delivery of the remarketed Perpetual
          Preferred Shares purchased through the facilities of the Clearing
          Agency Participant.


                                       13



               (viii) If the Remarketing Agent is unable to remarket by 4:00
          p.m., New York City time on the third Business Day prior to the
          Remarketing Settlement Date, all Perpetual Preferred Shares tendered
          or deemed tendered for purchase at the price of $25 per share, then
          the Dividend Rate for the next Dividend Period shall be the Floating
          Rate and the new Dividend Period shall be a Floating Rate Period. In
          such case, no Perpetual Preferred Share will be sold in the
          Remarketing and each holder will continue to hold its Perpetual
          Preferred Shares at such Floating Rate during such Floating Rate
          Period.

               (ix) All Perpetual Preferred Shares tendered or deemed tendered
          in the Remarketing will be automatically delivered to the account of
          the Remarketing Agent through the facilities of the Clearing Agency
          against payment of the purchase price therefore such Perpetual
          Preferred Shares on the Remarketing Settlement Date. The Remarketing
          Agent will make payment to the Clearing Agency Participant of each
          tendering holder of Perpetual Preferred Shares in the Remarketing
          through the facilities of the Clearing Agency by the close of business
          on the Remarketing Settlement Date. In accordance with the Clearing
          Agency's normal procedures, on the Remarketing Settlement Date, the
          transaction described above with respect to each Perpetual Preferred
          Share tendered or deemed tendered for purchase and sold in the
          Remarketing will be executed through the Clearing Agency and the
          account of the Clearing Agency Participant, will be debited and
          credited and such Perpetual Preferred Shares delivered by book entry
          as necessary to effect purchases and sales of such Perpetual Preferred
          Shares. The Clearing Agency is expected to make payment in accordance
          with its normal procedures.

               (x) If any holder selling Perpetual Preferred Shares in the
          Remarketing fails to deliver such Perpetual Preferred Shares, the
          Clearing Agency Participant of such selling holder and of any other
          Person that was to have purchased Perpetual Preferred Shares in the
          Remarketing may deliver to any such other Person a number of Perpetual
          Preferred Shares that is less than the number of Perpetual Preferred
          Shares that otherwise was to be purchased by such Person. In such
          event the number of Perpetual Preferred Shares to be so delivered will
          be determined by such Clearing Agency Participant and delivery of such
          lesser number of Perpetual Preferred Shares will constitute good
          delivery.

               (xi) The Remarketing Agent is not obligated to purchase any
          Perpetual Preferred Shares that would otherwise remain unsold in a
          Remarketing. Neither the Company nor the Remarketing Agent shall be
          obligated in any case to provide funds to make payment upon tender of
          Perpetual Preferred Shares for Remarketing.


          4. RESTRICTIONS ON DECLARATION AND PAYMENT OF DIVIDENDS.

     (a) Tests for Suspension. Notwithstanding Section 3 above, the Board of
Directors may not declare dividends on the Perpetual Preferred Shares on any
Dividend Payment Date in an aggregate amount exceeding the New Common Equity
Amount, if, on the date such dividend is declared (a "Dividend Declaration
Date"), either:

               (i) the covered reinsurance subsidiaries' risk-based capital
          ratio on a weighted average basis was less than 175% of the company
          action level for such


                                       14



          subsidiaries, in the case of each covered reinsurance subsidiary based
          on the most recent annual financial statements for the year ended
          prior to such Dividend Payment Date for which such subsidiary has
          filed its annual statement with the applicable state insurance
          commissioners; or

               (ii) (x) the Trailing Four Quarters Consolidated Net Income
          Amount for the period ending on the quarter that is two quarters prior
          to the most recently completed quarter before that Dividend
          Declaration Date is zero or a negative amount and (y) the Adjusted
          Shareholders' Equity Amount as of the most recently completed quarter
          before that Dividend Declaration Date and as of the end of the quarter
          that is two quarters before the most recently completed quarter before
          that Dividend Declaration Date (the "quarter test date") has declined
          by 10% or more as compared to the Adjusted Shareholders' Equity Amount
          at the end of the date that is ten quarters prior to the most recently
          completed quarter before that Dividend Declaration Date ("Benchmark
          Quarter") .

     Additionally, and without limiting the foregoing provisions of this Section
4(a), if the Company fails the test in Section 4(a)(ii) as to a prior Dividend
Declaration Date, then the Board of Directors may not declare dividends on the
Perpetual Preferred Shares for payment thereafter in an aggregate amount
exceeding the New Common Equity Amount as of the Dividend Declaration Date for a
Dividend Payment Date until the Dividend Declaration Date for the first Dividend
Payment Date thereafter for which, as of the related quarter test date, the
Adjusted Shareholders' Equity Amount has increased or declined by less than 10%,
in either case as compared to the Adjusted Shareholders' Equity Amount at the
end of the Benchmark Quarter for each such prior Dividend Declaration Date.

     (b) Potential Dividend Suspension Notice. If, for the most recently
completed quarter (i) the Trailing Four Quarters Consolidated Net Income for the
most recently completed quarter is zero or a negative amount and (ii) the
Adjusted Shareholders' Equity Amount as of the most recently completed quarter
has declined by 10% or more as compared to the Adjusted Shareholders' Equity
Amount as of the date that is eight quarters prior to the most recently
completed quarter, then the Company shall give notice of such circumstance by
first class mail, postage prepaid, addressed to the holders of record of the
Perpetual Preferred Shares at their respective last addresses appearing on the
share register of the Company, and shall file a copy of such notice on Form 8-K
with the SEC, by not later than the first Dividend Payment Date following the
end of the most recently completed quarter for which the relevant financial
information is available. Such notice shall (i) set forth the Trailing Four
Quarters Consolidated Net Income as of the end of the most recently completed
quarter and the Adjusted Shareholders' Equity Amount as of the end of the most
recently completed quarter and as of the date that is eight quarters prior to
the most recently quarter, and (ii) state that the Company may be precluded by
the terms of the Perpetual Preferred Shares from declaring and paying dividends
on such Dividend Payment Date unless the Company, through the generation of
earnings or issuance of new Ordinary Shares, increases its Adjusted
Shareholders' Equity Amount by an amount specified in such notice by the second
Dividend Payment Date after the date of such notice. The Company need not give
any notice under this Section 4(b) during any period in which the Company's
ability to declare and pay dividends is limited by reason of the application of
Section 4(a).

     (c) Dividend Suspension Notice. By not later than the 15th day prior to
each


                                       15



Dividend Payment Date for which dividends are being suspended by reason of
either of the tests set forth in Section 4(a), and the Company is not otherwise
able to pay dividends on the Perpetual Preferred Shares out of the New Common
Equity Amount, the Company shall give notice of such suspension by first class
mail, postage prepaid, addressed to the holders of record of the Perpetual
Preferred Shares at their respective last addresses appearing on the share
register of the Company, and shall file a copy of such notice on Form 8-K with
the SEC. Such notice, in addition to stating that dividends will be suspended,
shall (i) if dividends are suspended by reason of the test set forth in Section
4(a)(i), set forth the fact that the covered reinsurance subsidiaries'
risk-based capital ratio was less than 175% and (ii) if such suspension is by
reason of the test set forth in Section 4(a)(ii), set forth the Adjusted
Shareholders' Equity Amount as of the most recent completed quarter and the
amount by which the Adjusted Shareholders' Equity Amount must increase in order
for declaration and payment of dividends to be resumed.

     (d) Interpretive Provisions and Qualifications. In order to give effect to
the foregoing, the following provisions apply:

          (i) The Board of Directors may not declare dividends on the Perpetual
     Preferred Shares on a Dividend Declaration Date (x) that is more than 60
     days prior to the related Dividend Payment Date, (y) that is earlier than
     the last day of the month preceding the month in which the related Dividend
     Payment Date occurs or (z) that is earlier than the date on which the
     Company's financial statements for the most recently completed quarter
     prior to the related Dividend Declaration Date have been filed with or
     furnished to the SEC on a Form 10-K, Form 10-Q or Form 8-K; provided,
     however, that (A) in the case of (y) above, the Board of Directors may
     determine to declare dividends on a Dividend Declaration Date in the same
     month as the related Dividend Payment Date if necessary to coincide with
     the dates of customarily held meetings of the Board of Directors and in
     such case, for purposes of the financial tests described in Section 4(a),
     the Dividend Declaration Date shall be deemed to have occurred on the last
     day of the preceding calendar month, and (B) in the case of (z) above, if
     the Board of Directors determines to delay filing the Company's financial
     statements with the SEC to a date later than the date on which "accelerated
     filers" within the meaning of Rule 12b-2 under the Exchange Act are
     required to file such financial statements, whether because of concerns
     over accuracy of such financial statements or their compliance with GAAP or
     otherwise, then the Board of Directors may determine whether the Company is
     permitted under Section 4(a) to declare dividends on the Perpetual
     Preferred Shares based upon the Company's financial statements most
     recently filed with, or furnished to the SEC.

          (ii) Except as expressly provided otherwise in this Section 4, all
     references in this Section 4 to financial statements of the Company shall
     be deemed to be to financial statements prepared in accordance with GAAP,
     consistently applied, and, for so long as the Company is a reporting
     company under the Exchange Act, filed by the Company with, or furnished by
     it to, the SEC under the Exchange Act. If at any relevant time or for any
     relevant period the Company is not a reporting company under the Exchange
     Act, then (x) for all relevant dates and periods the Company shall prepare
     and post on its website the financial statements that it would have been
     required to file with the SEC had it continued to be a reporting company
     under the Exchange Act, in each case on or before the dates that the
     Company would have been required to file such financial statements with the
     SEC under Exchange Act had it continued to be an "accelerated filer" within
     the

                                       16



     meaning of Rule 12b-2 under the Exchange Act, and (y) the provisions of
     this Section 4 shall be read mutatis mutandis to give effect to such
     provision.

          (iii) All financial terms used in this Section 4 that are not
     specifically defined, including within the definitions of defined terms,
     shall be determined in accordance with GAAP as applied to and reflected in
     the related financial statements of the Company as of the relevant dates
     and for the relevant period, except as provided in the next sentence. If
     because of a change in GAAP that results in a periodic charge, a cumulative
     adjustment or a restatement:

               (x) the Company's consolidated net income for the quarter in
          which such change takes effect is higher or lower than it would have
          been absent such change, then, for purposes of the calculations
          described under Section 4(a)(ii), commencing with the fiscal quarter
          for which such changes in GAAP becomes effective, such consolidated
          net income shall be calculated on a pro forma basis without giving
          effect to such change in GAAP; or

               (y) the Adjusted Shareholders' Equity Amount as of a quarter end
          in which such change takes effect is higher or lower than it would
          have been absent such change, then for purposes of the calculations
          described under Section 4(a)(ii) and the second sentence of Section
          4(a), and for so long as such calculations with respect to such
          quarter are required to be performed, the Adjusted Shareholders'
          Equity Amount shall be calculated on a pro forma basis without giving
          effect to such change in GAAP.

     (e) Definitions Applicable to Section 4. The terms used in this Section 4
shall have the following meanings relevant to the mandatory dividend suspension
tests:

          (i)  "Adjusted Shareholders' Equity Amount" means, as of any quarter
               end and subject to certain adjustments, the Company's
               shareholders' equity as reflected on its consolidated GAAP
               balance sheet as of such quarter end minus (x) accumulated other
               comprehensive income as reflected on such consolidated balance
               sheet and (y) any increase in the Company's shareholders' equity
               resulting from the issuance of preferred shares (other than the
               Perpetual Preferred Shares) during the period from and including
               the first Dividend Payment Date on which the Company was
               restricted in its ability to pay dividends on the Perpetual
               Preferred Shares as a result of the Trailing Four Quarters
               Consolidated Net Income Amount having been less than zero and the
               Adjusted Shareholders' Equity Amount having declined by 10% or
               more as compared to the Benchmark Quarter, in each case as
               reflected on the Company's consolidated GAAP balance sheet.

          (ii) "covered reinsurance subsidiaries" means the U.S. reinsurance
               subsidiaries of the Company excluding any special purpose captive
               reinsurance subsidiaries and any reinsurance subsidiary that is
               the subsidiary of a reinsurance company. As of the date of this
               Certificate of Designations, the only covered reinsurance
               subsidiary is Scottish Re (U.S.), Inc.


                                       17



          (iii) "GAAP" means, at any date or for any period, U.S. generally
                accepted accounting principles as in effect on such date or for
                such period.

          (iv) "NAIC" shall mean the National Association of Insurance
               Commissioners.

          (v)  "New Common Equity Amount" means, at any date, the net proceeds
               (after underwriters' or placement agents' fees, commissions or
               discounts and other expenses relating to the issuances) received
               by the Company from new issuances of ordinary shares (whether in
               one or more public offerings registered under the Securities Act
               or private placements or other transactions exempt from
               registration under the Securities Act) during the period
               commencing on the 90th day prior to such date, and which are
               designated by the Board of Directors at or before the time of
               issuance as available to pay dividends on the Perpetual Preferred
               Shares.

          (vi) "risk-based capital ratio" refers to a ratio that insurance
               companies are required to calculate and report to their
               regulators as of the end of each year in accordance with
               prescribed procedures. The ratio measures the relationship of the
               insurance company's "total adjusted capital," calculated in
               accordance with those prescribed procedures, relative to a
               standard that is determined based on the magnitude of various
               risks present in the insurer's operations. The NAIC's model
               risk-based capital ("RBC") law sets forth the RBC levels, ranging
               from the company action level to the mandatory control level, at
               which certain corrective actions are required and at which a
               state insurance regulator is authorized and expected to take
               regulatory action. The highest RBC level is known as the company
               action level. If an insurance company's total adjusted capital is
               higher than the company action level, no corrective action is
               required to be taken. At progressively lower levels of total
               adjusted capital, an insurance company faces increasingly
               rigorous levels of corrective action, including the submission of
               a comprehensive financial plan to the insurance regulator in its
               state of domicile, a mandatory examination or analysis of the
               insurer's business and operations by the regulator and the
               issuance of appropriate corrective orders to address the
               insurance company's financial problems, and, at the lowest
               levels, either voluntary or mandatory action by the regulator to
               place the insurer under regulatory control. The company action
               level is twice the level (known as the "authorized control
               level") below which the regulator is authorized (but not yet
               required) to place the insurance company under regulatory
               control.

          (vii) "Trailing Four Quarters Consolidated Net Income Amount" means,
                for any fiscal quarter, the sum of the consolidated GAAP net
                income of Scottish Re for the four fiscal quarters ending as of
                the last day of such fiscal quarter.

     (f) Funding of Dividend Payments. Dividends on the Perpetual Preferred
Shares may only be funded to the extent they are payable out of distributable
profits of the Company, and/or out of the proceeds of a new issue of shares
and/or out of the Share Premium Account.




                                       18




     5. REDEMPTION.

     (a) The Perpetual Preferred Shares may not be redeemed by the Company prior
to the Dividend Payment Date in July 2010. The Company, at its option, may
redeem, in whole at any time or in part from time to time, the Perpetual
Preferred Shares at the time outstanding, upon notice given as provided in
Section 5(c) below, (i) on the last Dividend Payment Date of the Initial Fixed
Rate Period, (ii) on such dates with respect to any other Fixed Rate Period as
the Company may determine prior to the commencement of such Fixed Rate Period or
(iii) at any time during a Floating Rate Period, at a redemption price equal to
amount equal to any dividends that have been declared but not paid prior to the
redemption date (but with no amount in respect of any dividends that have not
been declared prior to such date), at a redemption price equal to $25 per
Perpetual Preferred Share, together (except as otherwise provided hereinbelow)
with an amount equal to any dividends that have been declared but not paid prior
to the redemption date (but with no amount in respect of any dividends that have
not been declared prior to such date). The redemption price for the Perpetual
Preferred Shares shall be payable on the redemption date to the holder of such
shares against surrender of the certificate(s) evidencing such shares to the
Company or its agent. Any declared but unpaid dividends payable on the
redemption date that occurs subsequent to the Dividend Record Date for a
Dividend Period shall not be paid to the holder entitled to receive the
redemption price on the redemption date, but rather shall be paid to the holder
of record of the redeemed shares on such Dividend Record Date relating to the
Dividend Payment Date as provided in Section 3.

     (b) The Perpetual Preferred Shares will not be subject to any mandatory
redemption, sinking fund, retirement fund or purchase fund or other similar
provisions. Holders of the Perpetual Preferred Shares will have no right to
require the redemption, repurchase or retirement of the Perpetual Preferred
Shares.

     (c) Notice of redemption shall be given by first class mail, postage
prepaid, addressed to the holders of record of the Perpetual Preferred Shares to
be redeemed at their respective last addresses appearing on the share register
of the Company. Such mailing shall be not less than 30 days and not more than 60
days before the date fixed for redemption. Any notice mailed as provided in this
subsection (c) shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice, but failure to duly give such notice by
mail, or any defect in such notice or in the mailing thereof, to any holder of
Perpetual Preferred Shares designated for redemption shall not affect the
validity of the proceedings for the redemption of any other Perpetual Preferred
Shares. Notwithstanding the foregoing, if the Perpetual Preferred Shares or any
depositary shares representing interests in the Perpetual Preferred Shares are
issued in book-entry form through The Depository Trust Company or any other
similar facility, the Company may give such notice of redemption to the holders
of the Perpetual Preferred Shares at such time and in any manner permitted by
the facility. Each such notice given to a holder shall state: (i) the redemption
date; (ii) the number of Perpetual Preferred Shares to be redeemed and, if less
than all the Perpetual Preferred Shares held by such holder are to be redeemed,
the number of such Perpetual Preferred Share to be redeemed from such holder;
(iii) the redemption price; and (iv) the place or places where holders may
surrender certificates evidencing the Perpetual Preferred Shares for payment of
the redemption price.

     (d) If notice of redemption has been duly given and if on or before the
redemption date specified in the notice all funds necessary for the redemption
have been set aside by the


                                       19



Company for the benefit of the holders of the Perpetual Preferred Shares called
for the redemption, then on and after the redemption date dividends shall cease
to accrue on such Perpetual Preferred Shares so called for redemption, all such
Perpetual Preferred Shares so called for redemption shall no longer be deemed
outstanding and all rights with respect to such Perpetual Preferred Shares shall
forthwith on such redemption date cease and terminate, except only the right of
the holders thereof to receive the amount payable on such redemption, without
interest.

     (e) In case of any redemption of only part of the Perpetual Preferred
Shares at the time outstanding, the shares to be redeemed shall be selected
either pro rata or in such other manner as the Board of Directors may determine
to be fair and equitable. Subject to the provisions hereof, the Board of
Directors shall have full power and authority to prescribe the terms and
conditions upon which the Perpetual Preferred Shares shall be redeemed from time
to time. In case fewer than all the Perpetual Preferred Shares represented by
any certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.

     6. LIQUIDATION RIGHTS.

     (a) Upon the voluntary or involuntary dissolution, liquidation or winding
up of the Company, the holders of the Perpetual Preferred Shares shall be
entitled to receive and to be paid out of the assets of the Company available
for distribution to its shareholders, before any payment or distribution shall
be made on the Ordinary Shares or on any other Junior Shares the liquidation
preference of $25 per Perpetual Preferred Share, plus any declared and unpaid
dividends for the then-current Dividend Period, without accumulation of any
undeclared dividends.

     (b) If in any distribution described in Section 6(a) above the assets of
the Company or proceeds thereof are not sufficient to pay the Liquidation
Preferences (as defined below) in full to all holders of the Perpetual Preferred
Shares and all holders of any Parity Shares, the amounts paid to the holders of
the Perpetual Preferred Shares and to the holders of all such other Parity
Shares shall be paid pro rata in accordance with the respective aggregate
liquidation preferences of the holders of the Perpetual Preferred Shares and the
holders of all such other Parity Shares. In any such distribution, the
"Liquidation Preference" of any holder of Perpetual Preferred Shares shall mean
the amount otherwise payable to such holder in such distribution, including any
declared but unpaid dividends (and, in the case of any holder of shares other
than Perpetual Preferred Shares and on which dividends accrue on a cumulative
basis, an amount equal to any unpaid, accrued cumulative dividends, whether or
not declared, as applicable).

     (c) If the Liquidation Preference has been paid in full to all holders of
the Perpetual Preferred Shares and any Parity Shares, the holders of other
shares of the Company shall be entitled to receive all remaining assets of the
Company according to their respective rights and preferences.

     (d) Neither the sale, lease, exchange, transfer or conveyance of all or
substantially all of the assets of the Company for cash, securities or other
property, nor the merger or consolidation of the Company into or with any other
corporation or the merger or consolidation


                                       20



of any other corporation into or with the Company, shall be deemed to be a
dissolution, liquidation or winding up, voluntary or involuntary, for the
purposes of this Section 6.

     7. RANKING.

     (a) The Perpetual Preferred Shares shall rank, with respect to the payment
of dividends and distributions prior to or upon the liquidation, dissolution or
winding up of the Company:

          (i) senior to all Ordinary Shares outstanding and other Junior Shares,
     and each other series of Junior Shares that the Company may later issue;

          (ii) equally with Parity Shares and each other series of Parity Shares
     that the Company may later issue; and

          (iii) junior to any series of senior shares that the Company may later
     issue, subject to compliance with Section 9(b).

     (b) The Company may not issue any series or class of preferred shares that
ranks senior to the Perpetual Preferred Shares without complying with the
provisions of Section 9(b).

     8. VOTING AND CERTAIN OTHER RIGHTS.

     (a) Except as set forth herein or required by applicable law, holders of
Perpetual Preferred Shares shall have no voting rights.

     (b) Whenever dividends on any Perpetual Preferred Shares shall have not
been declared and paid for the equivalent of six or more dividend payments,
whether or not for consecutive Dividend Periods (a "Nonpayment"), the holders of
such Perpetual Preferred Shares, voting together as a single class with holders
of any and all other series of voting perpetual preferred shares then
outstanding, will be entitled to vote for the election of a total of two
additional members to Board of Directors (the "Preferred Share Directors"),
provided that the election of any such directors shall not cause the Company to
violate the corporate governance requirement of the New York Stock Exchange (or
any other exchange on which the securities of the Company may be listed) that
listed companies must have a majority of independent directors. The Preferred
Share Directors shall be elected by simple majority at a special meeting called
at the request of the holders of record of at least 20% of the Perpetual
Preferred Shares or of any other series of Voting Preferred Shares then
outstanding (unless such request for a special meeting is received less than 90
days before the date fixed for the next annual meeting or special meeting of the
shareholders of the Company, in which event such election shall be held only at
such next annual or special meeting of shareholders), and at each subsequent
annual meeting of shareholders of the Company. For this purpose, the Board of
Directors shall reserve two vacant places on the Board of the Company to
accommodate such elections and pass such board resolutions as are necessary to
give effect to such elections.

     (c) If the holders of the Perpetual Preferred Shares become entitled to
elect directors to the Board of Directors, the Company shall promptly give
notice to all holders and take all action necessary, including calling a meeting
or circulating a consent to permit the nomination


                                       21



and election of such directors. The Articles of the Company's Articles of
Association relating to "Closing Register of Members or Fixing Record Date,"
"General Meeting," "Notice of General Meetings" and "Proceedings at General
Meetings" shall be applicable to the holders of Perpetual Preferred Shares as a
class, provided that any written consents approved by a majority of the holders
of Perpetual Preferred Shares shall be effective and shall bind all holders of
Perpetual Preferred Shares. If and when dividends for at least four Dividend
Periods, whether or not consecutive, following a Nonpayment have been paid in
full (or declared and a sum sufficient for such payment has been set aside),
then the right of the holders of the Perpetual Preferred Shares to elect the
Preferred Share Directors shall cease (but subject to revesting of such voting
rights in the event of any future Nonpayment pursuant to this Section 8 and the
number of Dividend Periods in which dividends have not been declared and paid
shall be reset to zero) and, if and when any rights of holders of the Perpetual
Preferred Shares and Voting Preferred Shares to elect the Preferred Share
Directors shall have ceased, the terms of office of the Preferred Share
Directors shall terminate forthwith and the number of directors constituting the
Board of Directors shall automatically be reduced by two.

     (d) Any Preferred Share Director may be removed at any time without cause
by the holders of record of a majority of the outstanding Perpetual Preferred
Shares and any other shares of Voting Preferred Shares, when they have the
voting rights described above (voting together as a single class). So long as a
Nonpayment shall continue, any vacancy in the office of a Preferred Share
Director (other than prior to the initial election of Preferred Share Directors
after a Nonpayment) may be filled by the written consent of the Preferred Share
Director remaining in office, or if none remains in office, by a vote of the
holders of record of a majority of the outstanding Perpetual Preferred Shares
and any other voting perpetual preferred shares then outstanding (voting
together as a single class), when they have the voting rights described above.
The Preferred Share Directors shall each be entitled to one vote per director on
any matter.

     (e) Holders of the Perpetual Preferred Shares shall be entitled to vote on
matters as described in Section 9.


     9. MODIFICATION.

     (a) Without the Consent of Holders. To the extent permitted by applicable
law, so long as such action does not adversely affect the special rights,
preferences, privileges and voting powers of the Perpetual Preferred Shares, the
Board of Directors may modify the terms of this Certificate of Designations
without the consent of any holder of the Perpetual Preferred Shares to:

          (i) evidence the succession of any Person to the obligations of the
     Company;

          (ii) cure any ambiguity or to cure, correct or supplement any
     provisions contained herein that may be defective or inconsistent; or

          (iii) make any other provision with respect to such matters or
     questions arising under this Certificate of Designations which the Company
     may deem desirable and which are not inconsistent with the provisions of
     this Certificate of Designations.


                                       22



     (b) With the Consent of Holders. Except as provided below in this Section
9(b), this Certificate of Designations may be amended, modified or supplemented,
and noncompliance in any particular instance with any provision of this
Certificate of Designations or the Perpetual Preferred Shares may be waived, in
each case with the written consent or affirmative vote of the holders of at
least two-thirds of the Perpetual Preferred Shares at the time outstanding,
including any modification occurring in connection with any merger or
consolidation of the Company or otherwise.

     Without the written consent or the affirmative vote or consent of the
holders of at least two-thirds of the outstanding Perpetual Preferred Shares and
all other series of voting perpetual preferred shares entitled to vote thereon,
voting together as a single class, given in person or by proxy, either in
writing or at a meeting, an amendment or waiver under this Section 9(b) may not:

          (i) amend or alter the Company's Memorandum of Association, Articles
     of Association or this Certificate of Designations so as to authorize or
     create, or increase the authorized amount of, any class or series of shares
     ranking senior to the Perpetual Preferred Shares with respect to payment of
     dividends or the distribution of assets upon liquidation, dissolution or
     winding up of the Company;

          (ii) amend, alter or repeal the provisions of this Certificate of
     Designations so as to materially and adversely affect the special rights,
     preferences, privileges and voting powers of the Perpetual Preferred
     Shares, taken as a whole; or

          (iii) consummate a binding share exchange or reclassification
     involving the Perpetual Preferred Shares or a merger or consolidation of
     the Company with another entity, unless in each case (x) the Perpetual
     Preferred Shares remain outstanding or, in the case of any such merger or
     consolidation with respect to which the Company is not the surviving or
     resulting entity, are converted into or exchanged for preference securities
     of the surviving or resulting entity or its ultimate parent, and (y) such
     shares remaining outstanding or such preference securities, as the case may
     be, having such rights, preferences, privileges and voting powers, taken as
     a whole, as are not materially less favorable to the holders thereof than
     the rights, preferences, privileges and voting powers of the Perpetual
     Preferred Shares, taken as a whole;

provided, however, that for all purposes of this Section 9(b), any increase in
the amount of the authorized or issued Perpetual Preferred Shares, or the
creation and issuance, or an increase in the authorized or issued amount, of any
other series of preferred shares ranking equally with and/or junior to the
Perpetual Preferred Shares with respect to the payment of dividends (whether
such dividends are cumulative or non-cumulative) and/or the distribution of
assets upon liquidation, dissolution or winding up of the Company will not be
deemed to adversely affect the special rights, preferences, privileges or voting
powers of the Perpetual Preferred Shares.

     If any amendment, alteration, repeal, share exchange, reclassification,
merger or consolidation specified in this Section 9(b) would adversely affect
one or more but not all series of voting perpetual preferred shares (including
the Perpetual Preferred Shares for this purpose), then only the series affected
and entitled to vote shall vote on the matter as a class (in lieu of all such
series of perpetual preferred shares).


                                       23




     (c) Changes after Provision for Redemption. No vote or consent of the
holders of the Perpetual Preferred Shares shall be required pursuant to Sections
8(b), 9(a) and 9(b) above if, at or prior to the time when any such vote or
consent would otherwise be required pursuant to such Section, all outstanding
Perpetual Preferred Shares shall have been redeemed, or called for redemption
upon proper notice and sufficient funds shall have been set aside by the Company
for the benefit of holders of such Perpetual Preferred Shares called for
redemption, in each case pursuant to Section 5 above.

     (d) Applicability. All of the provisions of this Section 9 shall apply to
the Perpetual Preferred Shares. Section 12(a) of the Articles of Association of
the Company shall not apply to the Perpetual Preferred Shares.

     10. CURRENCY OF PAYMENTS.

     Any cash payments with respect to the Perpetual Preferred Shares shall be
paid in United States dollars in immediately available funds.

     11. NO PREEMPTIVE RIGHTS.

     No holder of Perpetual Preferred Shares shall have any preemptive right as
to any additional issue of shares of the Company, or to any security
convertible, exercisable or exchangeable into such shares.

     12. OTHER RIGHTS.

     The Perpetual Preferred Shares will not be convertible into, or
exchangeable for, shares of any other class or series of securities of the
Company. Holders of the Perpetual Preferred Shares will have no subscription
rights to acquire additional shares of the Company and no right to require the
redemption or repurchase of the Perpetual Preferred Shares.


                     [Signature appears on subsequent page.]



                                       24




     IN WITNESS WHEREOF, I have affixed my signature hereto this 28th day of
June, 2005.


                            SCOTTISH RE GROUP LIMITED


                            By: /s/ Marjorie Hurlston
                                ---------------------
                                Corporate Secretary


                                       25

EX-4.2

PERPETUAL PREFERRED                                  PERPETUAL PREFERRED
  PAR VALUE $.01                            THIS CERTIFICATE IS TRANSFERABLE IN
                                                NEW YORK, NY OR CHICAGO, IL

 CERTIFICATE                                                    SHARES
   NUMBER                                               * * * * * * * * * * *
- -------------                                           * * * * * * * * * * *
                                                        * * * * * * * * * * *
                                                        * * * * * * * * * * *
                                                        * * * * * * * * * * *


                           SCOTTISH RE GROUP LIMITED
               INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

THIS CERTIFIES THAT         --------------------------

                            --------------------------

                                             CUSIP G73537 40 2
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

is the owner of           ---------------------------

                          ---------------------------

 FULLY-PAID AND NON-ASSESSABLE NON-CUMULATIVE PERPETUAL PREFERRED SHARES WITH A
                   LIQUIDATION PREFERENCE OF $25 PER SHARE OF

SCOTTISH RE GROUP LIMITED (HEREINAFTER CALLED THE "COMPANY"), transferable on
the books of the Company by the registered holder hereof in person or by duly
authorized attorney, upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its
duly authorized officers by the use of their facsimile signatures and its
facsimile seal to be hereunto affixed.

                                           DATED         MONTH DAY, YEAR
                                           COUNTERSIGNED AND REGISTERED:
                                           COMPUTERSHARE INVESTOR SERVICES, LLC.
                                           (CHICAGO)
                                           TRANSFER AGENT AND REGISTRAR,

                                           By___________________________________
                                                   AUTHORIZED SIGNATURE


                           SCOTTISH RE GROUP LIMITED
                                   CORPORATE
                                      SEAL
                                 CAYMAN ISLANDS



CHIEF EXECUTIVE OFFICER


EXECUTIVE VICE PRESIDENT AND
  CHIEF FINANCIAL OFFICER






                           SCOTTISH RE GROUP LIMITED

THE COMPANY WILL FURNISH TO ANY SHAREHOLDER, UPON REQUEST AND WITHOUT CHARGE, A
FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES, AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF SHARES OF THE
COMPANY AUTHORIZED TO BE ISSUED, OR SERIES THEREOF, AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY
BE MADE TO THE COMPANY OR TO THE TRANSFER AGENT.

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
TEN COM - as tenants in common                 UNIF GIFT MIN ACT-          Custodian
                                                                  (Cust)             (Minor)
TEN ENT - as tenants by the entireties                        under Uniform Gifts to Minors Act
                                                                                                 (State)
JT TEN - as joint tenants with right of survivorship
         and not as tenants in common
</TABLE>

         Additional abbreviations may also be used though not in the above list.


For value received,                             hereby sells, assigns and
                    ----------------------------
transfers unto

PLEASE INSERT SOCIAL SECURITY
                              -------------------
OR OTHER IDENTIFYING NUMBER
                            ---------------------
OF ASSIGNEE
             ---------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                                                                          Shares
- --------------------------------------------------------------------------
represented by the within Certificate and do hereby irrevocably constitute and
appoint

                                                                        Attorney
- -----------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.


Dated:                        20        Signature:
       -----------------------  -------            -----------------------------
Signature(s) Guaranteed:

BY:
   ---------------------------------------------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15.

Signature: ________________________________________________________
Notice: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
        WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
        ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

EX-5.1

                         [Maples and Calder letterhead]


Scottish Re Group Limited
P.O. Box HM2939
Crown House, Third Floor
4 Par-la-Ville Road
Hamilton HM12
Bermuda

New York Stock Exchange, Inc.
20 Broad Street, 17th Floor,
New York, New York 10005,
USA

Computershare Investor Services, LLC
3020 Legacy Drive, Suite 100-307
Plano, TX 75023












July 1, 2005





Dear Sir,


SCOTTISH RE GROUP LIMITED
- -------------------------


We have acted as counsel as to Cayman Islands law to Scottish Re Group Limited
(the "Company") in connection with the proposed registration with the Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Act") and the related application for listing on the New York Stock
Exchange, Inc. of 5,000,000 Non-Cumulative Perpetual Preferred Shares of the
Company, par value US$0.01 and liquidation preference of US$25 per share (the
"Preferred Shares") to be issued by the Company pursuant to the Company's
Registration Statement on Form S-3 (the "Registration Statement").




1   DOCUMENTS REVIEWED


We have reviewed originals, copies, drafts or conformed copies of the following
documents:

                                                                               2


1.1      the Certificate of Incorporation and Memorandum and Articles of
         Association of the Company as registered on 12 November, 1998 as
         amended by special resolutions passed on 14 December, 2001, 2 May, 2002
         and 7 April, 2005;

1.2      the minutes of the meeting of the Board of Directors of the Company
         held on 16 June, 2005 and 28 June, 2005 (together, the "Minutes"), the
         minutes of the meeting of the Pricing Committee dated 28 June, 2005
         (together with the Minutes, the "Meeting") and the corporate records of
         the Company maintained at its registered office in the Cayman Islands;

1.3      the Prospectus Supplement dated 28 June, 2005 (the "Prospectus
         Supplement") relating to the Offering by the Company of the Preferred
         Shares, and supplement to the Prospectus dated 2 March, 2004 referred
         to therein (the "Basic Prospectus" and together with the Prospectus
         Supplement, the "Prospectus");

1.4      the Registration Statement;

1.5      the Underwriting Agreement dated as of 28 June, 2005 among the Company,
         Lehman Brothers Inc. ("Lehman Brothers") and the several underwriters
         named in Schedule I thereto (the "Underwriting Agreement");

1.6      a Certificate of Good Standing issued by the Registrar of Companies
         (the "Certificate of Good Standing"); and

1.7      a certificate from a Director of the Company the form of which is
         annexed hereto (the "Director's Certificate").

2   ASSUMPTIONS


The following opinion is given only as to, and based on, circumstances and
matters of fact existing and known to us on the date of this opinion. This
opinion only relates to the laws of the Cayman Islands which are in force on the
date of this opinion. In giving this opinion we have relied (without further
verification) upon the completeness and accuracy of the Director's Certificate
and the Certificate of Good Standing. We have also relied upon the following
assumptions, which we have not independently verified:

2.1      copy documents, conformed copies or drafts of documents provided to us
         are true and complete copies of, or in the final forms of, the
         originals;

2.2      all signatures, initials and seals are genuine;

2.3      the power, authority and legal right of all parties under all relevant
         laws and regulations (other than the laws of the Cayman Islands) to
         enter into, execute, deliver and perform their respective obligations
         under the documents mentioned in the Registration Statement, the
         Prospectus and the Underwriting Agreement;

                                                                               3


2.4      the Company will not issue Shares to any person the issuance of which
         would result in the total Controlled Shares (as such term is defined in
         the Articles of Association of the Company) of any person equalling or
         exceeding any limit set out in the Articles of Association of the
         Company;

2.5      no exceptional circumstances exist which give rise to the lifting of
         the corporate veil;

2.6      all preconditions to the obligations of the parties under the
         agreements mentioned herein have been satisfied or duly waived and
         there has been no breach of the terms of the said such agreements;

2.7      no invitation to subscribe for the Shares has been made to the public
         of the Cayman Islands;

2.8      there is nothing under any law (other than the law of the Cayman
         Islands) which would or might affect the opinions hereinafter
         appearing. Specifically, we have made no independent investigation of
         the laws of New York or the federal laws of the United States of
         America.

3   OPINIONS

Based upon, and subject to, the foregoing assumptions and the qualifications set
out below, and having regard to such legal considerations as we deem relevant,
we are of the opinion that:

3.1      The Company has been duly incorporated as an exempted company with
         limited liability and is validly existing and in good standing under
         the laws of the Cayman Islands.

3.2      The issue of the Preferred Shares has been duly authorised by the
         Company and, when the Registration Statement filed by the Company to
         effect the registration of the Preferred Shares under the Act was
         declared effective by the SEC and when the Preferred Shares are issued
         and delivered in accordance with the Memorandum and Articles, the
         Prospectus and the Underwriting Agreement against payment of the
         consideration therefor as provided therein and having a value not less
         than par value, the Preferred Shares will be duly authorised, validly
         issued, fully paid and non-assessable.

3.3      Under the laws of the Cayman Islands, the liability of a holder of a
         Preferred Share will be limited to the amount, if any, unpaid on any
         such Preferred Share and a holder of a Preferred Share will have no
         personal liability for the debts or obligations of the Company solely
         by reason of holding such Preferred Share.

Except as specifically stated herein, we make no comment with regard to any
representations which may be made by the Company in any of the documents
referred to above or otherwise or with regard to the commercial terms of the
said documents.



                                                                               4




This opinion is given as of the date shown and may not be relied upon as of any
later date. This opinion may be relied upon by the addressees only. It may not
be relied upon by any other person except with our prior written consent. We
hereby consent to the filing with the SEC of this opinion as an exhibit to the
Current Report on Form 8-K and to the use of our name in the Prospectus under
the caption "Certain Tax Considerations--Taxation of Scottish Re and its
Subsidiaries--Cayman Islands".





Yours faithfully,



/s/ Maples and Calder
MAPLES AND CALDER

EX-23.2

[LEBOEUF, LAMB, GREENE & MACRAE LLP letter head]

                                                         July 1, 2005

Scottish Re Group Limited
Crown House, Third Floor
4 Par-la-Ville Road
Hamilton HM12
Bermuda


Ladies and Gentlemen:

         We hereby consent to the filing with the Securities and Exchange
Commission of this consent as an exhibit to this Current Report on Form 8-K and
to the use of our name in the Final Prospectus under the captions "Certain Tax
Considerations - Taxation of Scottish Re and its Subsidiaries - United States"
and "Certain Tax Considerations - Taxation of Scottish Re and its Subsidiaries -
United Kingdom." In giving such consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act.


                                          Very truly yours,

                                          /s/ LeBoeuf, Lamb, Greene & MacRae LLP

EX-23.3

                             CONYERS DILL & PEARMAN
                             BARRISTERS & ATTORNEYS

   CLARENDON HOUSE, 2 CHURCH STREET, P.O. BOX HM 666, HAMILTON HM CX, BERMUDA
     TELEPHONE: (441) 295 1422 FACSIMILE: (441) 292 4720 E-MAIL: INFO@CDP.BM
                              INTERNET: WWW.CDP.BM

July 1, 2005

Scottish Re Group Limited                       DIRECT LINE: 441 299 4918
Crown House, Third Floor                        E-MAIL:  cgcollis@cdp.bm
4 Par-la 1-1 Ville Road                         OUR REF: CGC/ns/corpdocs.148004
Hamilton HM 12                                  YOUR REF:
Bermuda



Dear Sirs

RE: SCOTTISH RE GROUP - PROSPECTUS SUPPLEMENT re 5,000,000 NON-CUMULATIVE
PERPETUAL PREFERRED SHARES

We hereby consent to the filing with the Commission of this consent as an
exhibit to this Current Report on Form 8-K and to the use of our name in the
Final Prospectus under the caption "Certain Tax Considerations"--Taxation of
Scottish Re and its Subsidiaries--Bermuda".


Yours faithfully

/s/ Conyers Dill & Pearman
- --------------------------
CONYERS DILL & PEARMAN














BERMUDA            ANGUILLA         BRITISH VIRGIN ISLANDS        CAYMAN ISLANDS
HONG KONG                          LONDON                              SINGAPORE

EX-23.4

[WILLIAM FRY letter head]

Our Ref   017639.0004.MPH                                        30 June 2005


Scottish Re Group Limited
P.O. Box HM 2939
Crown House
3rd Floor,
4 Par-la-Ville Road
Hamilton
HM12
Bermuda


CONSENT


Dear Sirs

We hereby consent to the filing with the Commissioner of this consent as an
exhibit to this Current Report on Form 8-K and to the use of the name William
Fry in the Final Prospectus under the caption "Certain Tax Considerations -
Taxation of Scottish Re and its Subsidiaries - Ireland.

Yours faithfully



/s/ Martin Phelan
- --------------------------------
Martin Phelan
William Fry Tax Advisers Limited

EX-99.1

                            Scottish Re Group Limited

                    Non-Cumulative Perpetual Preferred Shares
              (Liquidation Preference Equivalent to $25 Per Share)

                              REMARKETING AGREEMENT

                                                                   July _, 2005

Lehman Brothers Inc.
745 7th Avenue
New York, New York 10019

Ladies and Gentlemen:

                  Scottish Re Group Limited, an exempted company limited by
shares organized under the laws of the Cayman Islands (the "Company"), is today
issuing [5,000,000] shares of preferred stock, each representing a share of
Non-Cumulative Perpetual Preferred Shares (the "Preferred Stock") having a
liquidation preference equivalent to $25 per share (and may issue up to an
additional 750,000 shares to the extent that the over-allotment option is
exercised pursuant to the Underwriting Agreement (as defined below)), pursuant
to the Certificate of Designations (the "Certificate of Designations") as
authorized by the resolutions of the Pricing Committee of the Company dated June
28, 2005 and the resolutions of the Board of Directors of the Company dated June
16, 2005.

                  The Certificate of Designations provides for the possible
Remarketing (as defined below) of the Preferred Stock, on one or more occasions,
at the option of the Company as contemplated in the Certificate of Designations.
As used in this Remarketing Agreement (this "Agreement"), the term "Remarketed
Securities" means any share of Preferred Stock offered in a Remarketing; the
term "Remarketing Procedures" means the procedures specified in Section 4 of the
Certificate of Designations; and the term "Remarketing" means a remarketing of
the Remarketed Securities pursuant to the Remarketing Procedures.

                  In connection with any Remarketing, the Company will, to the
extent required under the Securities Act of 1933, as amended from time to time,
or any successor statute (the "Securities Act") and the rules and regulations as
promulgated from time to time thereunder or any successor statute to the
Securities Act (the "Rules"), in connection with Remarketings of Remarketed
Securities, prepare and file one or more registration statements under the
Securities Act with the Securities and Exchange Commission (the "Commission")
relating to Remarketed Securities, and any necessary amendments thereto, and
will prepare one or more prospectuses (which may be preliminary or final)
complying with the requirements of the Securities Act, and any necessary
supplements thereto, and setting forth or including a description of the
applicable terms of the Remarketed Securities, the terms of the applicable
Remarketing, a description of the Company and such other information as may be
required by the Securities Act.


                  Capitalized terms used and not defined in this Agreement shall
have the meanings set forth in the Certificate of Designations. Any reference in
this Agreement to any registration statement or to any preliminary prospectus or
final prospectus (or any amendments or supplements to any of the foregoing)
shall be deemed to (i) refer to any such document as it may at the time be
amended or supplemented and (ii) include any document filed under the Securities
Exchange Act of 1934, as amended from time to time and the rules and regulations
promulgated from time to time thereunder, or any successor statute (the
"Exchange Act"), and at the time incorporated by reference therein.

                  Section 1. Appointment and Obligations of the Remarketing
Agent.

                  (a) The Company hereby appoints Lehman Brothers Inc. as
exclusive remarketing agent (the "Remarketing Agent"), and Lehman Brothers Inc.
accepts appointment as Remarketing Agent for the purpose of (i) remarketing the
Remarketed Securities on behalf of the holders thereof and (ii) performing such
other duties as are assigned to the Remarketing Agent in the Remarketing
Procedures, all in accordance with and pursuant to the Remarketing Procedures.

                  (b) Upon delivery of notice to the Remarketing Agent by the
Company of the Company's election to conduct a Remarketing in conformity with
the requirements of the Remarketing Procedures, the Remarketing Agent agrees (i)
to use commercially reasonable efforts to remarket the Remarketed Securities
tendered or deemed tendered to the Remarketing Agent in any Remarketing, (ii) to
notify the Company promptly of the new Fixed Rate, if any, established pursuant
to any Remarketing and (iii) to carry out such other duties as are assigned to
the Remarketing Agent in the Remarketing Procedures, all in accordance with the
provisions of the Remarketing Procedures.

                  (c) On any date during which a Remarketing is being conducted,
the Remarketing Agent shall use commercially reasonable efforts to remarket
Remarketed Securities tendered or deemed tendered for purchase at a price equal
to $25 per share, with respect to the Preferred Stock.

                  (d) If, as a result of the Remarketing Agent's efforts
described in Section 1(c), the Remarketing Agent has determined on any date
during which a Remarketing is being conducted that it will be able to remarket
all Remarketed Securities tendered or deemed tendered for purchase at a price of
$25 per share (the "Remarketing Purchase Price") prior to 4:00 P.M., New York
City time, on such date (any such date of determination, a "Remarketing Date"),
the Remarketing Agent shall determine the Fixed Rate resulting from such
Remarketing and to be applicable to the next succeeding Fixed Rate Period, which
shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of
one percent per annum) which the Remarketing Agent determines, in its sole
judgment, to be the lowest rate per annum, if any, that will enable it to
remarket all Remarketed Securities tendered or deemed tendered for Remarketing
at the Remarketing Purchase Price.

                  (e) If any holder of Preferred Stock submits a Notice of
Election to tender some or all of its shares of Preferred Stock in a Remarketing
and separately


                                       2





notifies the Remarketing Agent that such holder desires to continue to hold a
number of shares of Preferred Stock, but only if the Fixed Rate determined by
the applicable Remarketing is not less than a specified rate per annum, the
Remarketing Agent shall give priority to such holder's purchase of such number
of Remarketed Securities in the Remarketing, provided that the new Fixed Rate is
not less than such specified rate.

                  (f) By approximately 4:30 P.M., New York City time, on a
Remarketing Date, the Remarketing Agent shall advise, by telephone, (i) the
Clearing Agency Participant who will receive a credit for the shares of
Preferred Stock on the Clearing Agency's records, the Company and the
Calculation Agent of any new Fixed Rate established pursuant to the Remarketing
and the number of Remarketed Securities sold in the Remarketing, (ii) each
purchaser of Remarketed Securities (or the Clearing Agency Participant thereof)
of such new Fixed Rate and the number of Remarketed Securities such purchaser is
to purchase and (iii) each purchaser to give instructions to its Clearing Agency
Participant to pay the purchase price on the Remarketing Settlement Date in same
day funds against delivery of the Remarketed Securities purchased through the
facilities of the Clearing Agency Participant.

                  (g) If, by 4:00 P.M., New York City time, on the third
business day prior to the Remarketing Settlement Date applicable to the
Remarketing (such third business day, a "Remarketing Expiration Date") the
Remarketing Agent is unable to remarket all Remarketed Securities tendered or
deemed tendered for purchase at the Remarketing Purchase Price, the Remarketing
Agent shall, by approximately 4:30 P.M., New York City time, on such date,
advise, by telephone, the Clearing Agency Participant, the Company and the
Calculation Agent that the Dividend Rate for the Preferred Stock for the next
succeeding Dividend Period will be a Floating Rate determined in accordance with
the Certificate of Designations. In such case, no shares of Preferred Stock
shall be sold in the Remarketing and each holder shall continue to hold its
respective shares at such Floating Rate.

                  Section 2. Representations, Warranties and Agreements of the
Company.

                  (a) The Company represents, warrants and agrees, on and as of
the date hereof, that the representations and warranties made by the Company, as
applicable, in the underwriting agreement, dated June 28, 2005, among the
Company and Lehman Brothers Inc. and the other underwriters named therein (each
an "Underwriter," and collectively, the "Underwriters") (the "Underwriting
Agreement"), relating to the Preferred Stock, are true, correct and complete in
all material respects, as if made on the date hereof.

                  (b) In addition, (i) on and as of the date of filing and of
effectiveness of the Registration Statement (as defined in paragraph (II)(A) of
this Section 2(b)) and on and as of the date of any amendment to the
Registration Statement, (ii) on and as of the date of any Final Prospectus (as
defined in paragraph (II)(A) of this Section 2(b)) and on and as of the date of
any supplement thereto distributed in connection with a

                                       3


Remarketing, (iii) on and as of any Election Date, (iv) on and as of any
Remarketing Date, and (v) on and as of any Remarketing Settlement Date (to the
extent applicable):

                        (I) the Company makes each of the representations and
         warranties set forth in paragraphs (c) except for the first sentence of
         such paragraph (c), (d), (e), (f), (k), (l) and (n) through (s) of
         Section 1 of the Underwriting Agreement, except that such
         representations, warranties and agreements, as made herein, shall be
         deemed to have been amended and shall be read mutatis mutandis, as
         follows:

                            (A) each reference to a Registration Statement,
         Incorporated Documents, Basic Prospectus, Final Prospectus or Interim
         Prospectus shall be deemed to refer to those terms as defined in
         paragraph (II) of this Section 2(b);

                            (B) each reference to "Delivery Date" shall be
         deemed to be to the Remarketing Settlement Date;

                            (C) each reference to the "issue" or "issue and
         sale" of the Preferred Stock shall be deemed to include the Remarketing
         and the Remarketed Securities; and

                        (II) the Company represents and warrants that:

                            (A) The Company meets the requirements for the use
         of Form S-3 under the Securities Act and the Rules, and has prepared
         and filed with the Securities and Exchange Commission (the
         "Commission") a registration statement on Form S-3 for the registration
         of the Remarketed Securities under the Securities Act, which
         Registration Statement (as defined below) has become effective and no
         stop order suspending the effectiveness of the Registration Statement
         has been issued under the Securities Act and no proceedings for that
         purpose have been instituted or are pending or, to its knowledge, are
         threatened by the Commission, and any request by the Commission for
         additional information has been complied with. The Registration
         Statement meets the requirements set forth in Rule 415(a)(1)(x) under
         the Securities Act and complies in all other material respects with
         such rule. The Company proposes to file with the Commission pursuant to
         Rule 424 under the Securities Act ("Rule 424") a supplement to the form
         of prospectus included in the registration statement relating to the
         remarketing of the Remarketed Securities and the plan of distribution
         thereof and has previously advised you of all further information
         (financial and other) with respect to the Company to be set forth
         therein. The term "Registration Statement" means the registration
         statement, as amended at the time of any Election Date, including the
         exhibits thereto, financial statements, and all documents incorporated
         therein by reference pursuant to Form S-3 (the "Incorporated
         Documents"), and such prospectus as then amended, including the
         Incorporated Documents, is hereinafter referred to as the "Basic
         Prospectus"; and such supplemented form of prospectus, in the form in
         which it shall be filed with




                                       4






         the Commission pursuant to Rule 424 (including the Basic Prospectus as
         so supplemented), is hereinafter called the "Final Prospectus". Any
         preliminary form of the Final Prospectus which has heretofore been
         filed pursuant to Rule 424 is hereinafter called an "Interim
         Prospectus". Any reference herein to the Registration Statement, the
         Basic Prospectus, any Interim Prospectus or the Final Prospectus shall
         be deemed to refer to and include the Incorporated Documents which were
         filed under the Exchange Act, on or before the Election Date or the
         issue date of the Basic Prospectus, any Interim Prospectus or the Final
         Prospectus, as the case may be; and any reference herein to the terms
         "amend", "amendment" or "supplement" with respect to the Registration
         Statement, the Basic Prospectus, any Interim Prospectus or the Final
         Prospectus shall be deemed to refer to and include the filing of any
         Incorporated Documents under the Exchange Act after the date of this
         Agreement or the issue date of the Basic Prospectus, any Interim
         Prospectus or the Final Prospectus, as the case may be, and deemed to
         be incorporated therein by reference. Copies of the Registration
         Statement and each of the amendments thereto have been delivered by the
         Company to you as the Remarketing Agent. The Commission has not issued
         any order preventing or suspending the use of any Interim Prospectus.

                            (B) When the Final Prospectus is first filed with
         the Commission pursuant to Rule 424, when, before the Remarketing
         Settlement Date, any amendment to the Registration Statement becomes
         effective, when, before such Remarketing Settlement Date, any
         Incorporated Document is filed with the Commission, when any supplement
         to the Final Prospectus is filed with the Commission and at such
         Remarketing Settlement Date, the Registration Statement, the Final
         Prospectus and any such amendment or supplement will comply in all
         material respects with the applicable requirements of the Securities
         Act and the Rules, and the Incorporated Documents will comply in all
         material respects with the requirements of the Exchange Act, or the
         Securities Act and the Rules, as applicable, and on the date it became
         effective, the Registration Statement did not, and, on the date that
         any post-effective amendment to the Registration Statement becomes
         effective, the Registration Statement as amended by such post-effective
         amendment did not or will not, as the case may be, contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; on the date the Final Prospectus is filed with the
         Commission pursuant to Rule 424 and on such Remarketing Settlement
         Date, the Final Prospectus, as it may be amended or supplemented, will
         not include an untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they are made, not misleading;
         and on said dates, the Incorporated Documents will comply in all
         material respects with the applicable provisions of the Exchange Act,
         and, when read together with the Final Prospectus, or the Final
         Prospectus, as it may be then amended or supplemented, will not contain
         an untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they are made,
         not misleading; provided that the foregoing representations and
         warranties in this paragraph (B)

                                       5



         shall not apply to statements or omissions made in reliance upon and in
         conformity with written information furnished to the Company by or
         through the Remarketing Agent specifically for use in connection with
         the preparation of the Registration Statement, any Interim Prospectus
         or the Final Prospectus, as they may be amended or supplemented.

                            (C) The Remarketed Securities have been duly and
         validly authorized and are fully paid and non-assessable and conform to
         the descriptions thereof contained in the Final Prospectus.

                            (D) This Agreement has been duly authorized,
         executed and delivered by the Company.

                            (E) Neither the Company nor any subsidiary (as
         defined in Rule 405 of the Securities Act) of the Company (a
         "Subsidiary") has sustained, since the date of the latest audited
         financial statements included in the Final Prospectus, any loss or
         interference with its business from fire, explosion, flood or other
         calamity, whether or not covered by insurance, or from any labor
         dispute or court or governmental action, order or decree, otherwise
         than as set forth or contemplated in the Final Prospectus, except for
         such losses or interferences as would not have, individually or in the
         aggregate, material adverse effect on the condition (financial or
         otherwise), results of operations, business, properties or prospects of
         the Company and the Subsidiaries taken as a whole ("Material Adverse
         Effect"); and, subsequent to the respective dates as of which
         information is given in the Registration Statement and the Final
         Prospectus, except as set forth in the Registration Statement and Final
         Prospectus, there has been no material adverse change or any
         development involving a prospective material adverse change in (i) the
         general affairs, business, management, prospects, properties,
         operations, condition (financial or otherwise), surplus, reserves,
         shareholders' equity or results of operations (in each case considered
         either on a statutory or U.S. generally accepted accounting principles,
         as applicable) of the Company and the Subsidiaries taken as a whole,
         otherwise than as set forth or contemplated in the Final Prospectus;
         (ii) the share capital or long-term debt of the Company; or (iii) the
         offering or the delivery of the Preferred Stock being delivered on the
         Delivery Date on the terms and in the manner contemplated in the Final
         Prospectus, whether or not arising from transactions in the ordinary
         course of business, and since the date of the latest balance sheet
         presented in the Registration Statement and Final Prospectus, neither
         the Company nor any Subsidiary has incurred or undertaken any
         liabilities or obligations, direct or contingent, or entered into any
         transactions which are material to the Company and the Subsidiaries
         taken as a whole, except for liabilities or obligations which are
         reflected in the Registration Statement and Final Prospectus.

                            (F) Ernst & Young LLP (the "Accountants"), whose
         reports appear in the Final Prospectus, are independent public
         accountants with respect to the Company and its subsidiaries as
         required by the Securities Act, the Exchange Act and the Rules.


                                       6


                  Section 3. Fees and Expenses. (a) For the performance of its
services as Remarketing Agent in connection with Remarketings hereunder, the
Company agrees to pay to the Remarketing Agent a fee on each Remarketing
Settlement Date, in an amount customary for the types of services provided by
the Remarketing Agent hereunder and as shall be mutually agreed upon between the
Company and the Remarketing Agent.

                  (b) The Company agrees to pay (i) the costs incident to the
preparation and filing of any registration statements and any amendments thereto
required in connection with this Agreement; (ii) the costs incident to the
preparation, printing, and distribution of any prospectus (preliminary or final)
and any supplements thereto required in connection with this Agreement; (iii)
the fees and expenses of qualifying the Remarketed Securities under the
securities laws of the several jurisdictions as provided in Section 4(e) and of
preparing, printing, and distributing a blue sky survey (including related
reasonable fees and expenses of counsel to the Remarketing Agent not to exceed
$10,000); (iv) all other costs and expenses incident to the performance of the
obligations of the Company hereunder; and (v) the fees and expenses of counsel
and accountants for the Company.

                  Section 4. Further Agreements of the Company. The Company
agrees to use its commercially reasonable efforts:

                  (a) To prepare the Registration Statement, Basic Prospectus,
any Interim Prospectus or Final Prospectus, and any amendments and supplements
thereto required in connection with any Remarketing, in a form reasonably
acceptable to the Remarketing Agent and to file any such documents with the
Commission pursuant to the Securities Act as required by the Securities Act and
the Rules.

                  (b) To advise the Remarketing Agent, promptly after it
receives notice thereof, of the time when any registration statement or any
amendment thereto has been filed with the Commission or becomes effective, and
when any prospectus (preliminary or final) or any supplement thereto has been
filed, in each such case excluding documents incorporated by reference therein;
during the term of this Agreement to file promptly all reports and any
definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act; to advise the Remarketing Agent, promptly after it receives notice
thereof, of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any prospectus (Interim Prospectus or Final
Prospectus) or any supplement thereto filed or prepared in connection with this
Agreement, of the suspension of the qualification of any Remarketed Securities
for offering or sale in any jurisdiction, of the initiation or threatening of
any proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of any such registration statement or prospectus or
amendment or supplement thereto or for additional information; and, in the event
of the issuance of any stop order or of any order preventing or suspending the
use of any prospectus (Basic Prospectus, Interim Prospectus or Final Prospectus)
or supplement thereto or suspending any such qualification, to use promptly its
best efforts to obtain its withdrawal.

                                       7


                  (c) To deliver or make available promptly to the Remarketing
Agent a reasonable number of the following documents as the Remarketing Agent
shall request (i) conformed copies of the Registration Statement prepared in
connection with any Remarketing as originally filed with the Commission and each
amendment thereto (in each case excluding exhibits), any Interim Prospectus or
Final Prospectus prepared in connection with any Remarketing and any supplements
thereto; (ii) copies of the Certificate of Designations and the Calculation
Agent Agreement, and any amendment to any such document thereof, and each report
or other document mailed or made available to holders of the Preferred Stock;
and (iii) if the delivery of a prospectus is required at any time in connection
with a Remarketing and if at such time any event has occurred as a result of
which the Final Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made when such Final Prospectus is delivered, not misleading, or if
for any other reason it shall be necessary during such same period to amend or
supplement the Final Prospectus or to file under the Exchange Act any document
incorporated by reference in the Final Prospectus in order to comply with the
Securities Act or the Exchange Act, to notify the Remarketing Agent, and upon
its request, to file such document and to prepare and furnish without charge to
the Remarketing Agent and to any dealer in shares of the Remarketed Securities a
reasonable number of copies as the Remarketing Agent may from time to time
request of an amended or supplemented Final Prospectus which will correct such
statement or omission or effect such compliance.

                  (d) Prior to filing with the Commission any amendment to any
Registration Statement or supplement to any Interim Prospectus or Final
Prospectus filed or prepared in connection with any Remarketing under Rule 424
of the Rules, to furnish or make available a copy thereof to the Remarketing
Agent and counsel to the Remarketing Agent and obtain the consent of the
Remarketing Agent to such filing, which consent shall not be unreasonably
withheld.

                  (e) Promptly from time to time to take such action as the
Remarketing Agent may reasonably request to qualify the Remarketed Securities
for offering and sale under the securities or laws of such jurisdictions as the
Remarketing Agent may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of the Remarketed Securities;
provided that in connection therewith, the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction.

                  (f) The Company will make generally available to its security
holders and deliver to the Remarketing Agent as soon as reasonably practicable
after the date of any Final Prospectus, an earnings statement of the Company and
its subsidiaries (which need not be audited) complying with Section 11(a) of the
Securities Act and the Rules (including, at the option of the Company, Rule 158
of the Rules).

                  (g) During the period when a Final Prospectus is required to
be delivered under the Securities Act or the Exchange Act in connection with
sale of

                                       8


Remarketed Securities, to file all documents required to be filed by it
with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within
the time periods required by the Exchange Act.

                  (h) The Company will use its reasonable efforts to take all
reasonable action necessary to enable Standard & Poor's Corporation ("S&P") and
Moody's Investors Services, Inc. ("Moody's") or any other nationally recognized
rating organization to provide their respective credit ratings for the
Remarketed Securities.

                  Section 5. Conditions to the Remarketing Agent's Obligations.
The obligations of the Remarketing Agent hereunder are subject to the accuracy,
when made and on the related Remarketing Settlement Date, of the representations
and warranties of the Company contained herein, to the performance by the
Company of its respective obligations hereunder, and to each of the following
additional terms and conditions:

                  (a) The Final Prospectus shall have been timely filed with the
Commission in accordance with Section 4(a); no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and any request of the Commission for inclusion of
additional information in the Registration Statement or the Final Prospectus or
otherwise shall have been complied with.

                  (b) All corporate proceedings and other legal matters incident
to the authorization, form and validity of this Agreement, the Remarketed
Securities, any Registration Statement, Interim Prospectus and/or Final
Prospectus and any amendments or supplements thereto and all other legal matters
relating to this Agreement and the transactions contemplated hereby shall be
reasonably satisfactory in all material respects to counsel for the Remarketing
Agent, and the Company shall have furnished to such counsel all documents and
information that they may reasonably request to enable them to pass upon such
matters.

                  (c) Without the prior written consent of the Remarketing
Agent, the Certificate of Designations shall not have been amended in any
manner, or otherwise contain any provision not contained therein as of the date
hereof that, in the opinion of the Remarketing Agent, materially changes the
nature of the Remarketed Securities or the Remarketing Procedures.

                  (d) On the related Remarketing Settlement Date, LeBoeuf, Lamb,
Greene & McRae LLP, or other counsel satisfactory to the Remarketing Agent,
shall have furnished to the Remarketing Agent their written opinion, as counsel
to the Company, addressed to the Remarketing Agent and dated such Remarketing
Settlement Date, in form and substance satisfactory to the Remarketing Agent, to
the effect set forth in Exhibit A hereto.

                  (e) On the related Remarketing Settlement Date, Maples &
Calder, or other counsel satisfactory to the Remarketing Agent, shall have
furnished to the

                                       9



Remarketing Agent their written opinion, as Cayman Islands counsel to the
Company, addressed to the Remarketing Agent and dated such Remarketing
Settlement Date, in form and substance satisfactory to the Remarketing Agent, to
the effect set forth in Exhibit B hereto.

                  (f) On the related Remarketing Settlement Date, the General
Counsel of the Company shall have furnished to the Remarketing Agent her written
opinion, addressed to the Remarketing Agent and dated such Remarketing
Settlement Date, in form and substance satisfactory to the Remarketing Agent, to
the effect set forth in Exhibit C hereto.

                  (g) On the related Remarketing Settlement Date, counsel to the
Remarketing Agent shall have furnished to the Remarketing Agent, such opinions
or opinion, dated the Remarketing Settlement Date, on matters as the Remarketing
Agent may reasonably require, and the Company shall have furnished to such
counsel such documents as they reasonably request for the purpose of enabling
them to give such opinion or opinions.

                  (h) On any Election Date, the Remarketing Agent shall have
received from the Accountants a letter or letters, in form and substance
satisfactory to the Remarketing Agent, addressed to the Remarketing Agent and
dated the date of such Remarketing Date (i) confirming that they are independent
public accountants within the meaning of the Securities Act, Exchange Act and
the Rules and are in compliance with the applicable requirements relating to the
qualification of accountants under Rule 2-01 of Regulation S-X of the Commission
and (ii) stating, as of such Remarketing Date (or, with respect to matters
involving changes or developments since the respective dates as of which
specified financial information is given in the Final Prospectus, as of a date
not more than five days prior to the date hereof), the conclusions and findings
of such firm with respect to the financial information and other matters
ordinarily covered by accountants' "comfort letters" to underwriters in
connection with registered public offerings.

                  (i) With respect to the letter or letters of the Accountants
referred to in the preceding paragraph and delivered to the Remarketing Agent on
any Election Date (the "initial letters"), the Company shall have furnished to
the Remarketing Agent a letter (the "bring-down letter") of the Accountants,
addressed to the Remarketing Agent and dated the related Remarketing Settlement
Date (i) confirming that they are independent public accountants within the
meaning of the Securities Act, Exchange Act and the Rules and are in compliance
with the applicable requirements relating to the qualification of accountants
under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the
date of the bring-down letter (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Final Prospectus, as of a date not more than five
days prior to the date of the bring-down letter), the conclusions and findings
of such firm with respect to the financial information and other matters covered
by the initial letters and (iii) confirming in all material respects the
conclusions and findings set forth in the initial letters.

                                       10


                  (j) The Company shall have furnished to the Remarketing Agent
a certificate, dated the date of the related Remarketing Settlement Date, of its
Chief Executive Officer and its Chief Financial Officer stating that:

                      (I) The representations, warranties and agreements of the
         Company in Section 2 are true and correct as of the related Remarketing
         Settlement Date; the Company has complied with all its agreements
         contained herein; and the conditions set forth in paragraph (a) of this
         Section 5 have been fulfilled;

                      (II) (A) Except as disclosed in the Final Prospectus and
         for any such losses or interferences as would not result, individually
         or in the aggregate, in a Material Adverse Effect, the Company and the
         Subsidiaries have not sustained since the date of the latest audited
         financial statements included or incorporated in the Final Prospectus
         any material loss or interference with their respective businesses from
         fire, explosion, flood or other calamity, whether or not covered by
         insurance, or from any labor dispute or court or governmental action,
         order or decree, and (B) since the respective dates as of which
         information is given in the Final Prospectus, there has not been any
         material adverse change in the share capital of the Company or any of
         its Subsidiaries or any change, or any development involving a
         prospective change, in the business, prospects, properties, operations,
         condition (financial or otherwise) or results of operations of the
         Company and the Subsidiaries taken as a whole, except in each case as
         described in the Final Prospectus; and

                      (III) They have carefully examined the Registration
         Statement and the Final Prospectus and, in their opinion (x) as of the
         date of the Final Prospectus, the Registration Statement and Final
         Prospectus did not include any untrue statement of a material fact and
         did not omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading, and (y) since
         the date of the Final Prospectus, no event has occurred which should
         have been set forth in a supplement or amendment to the Registration
         Statement or the Final Prospectus which has not been so set forth.

                  (k) There shall not have been, since the respective dates as
of which information is given in the Final Prospectus, any material adverse
change in the condition (financial or otherwise) or in the consolidated
financial position, shareholders' equity, results of operations, business or
prospects of the Company and the Subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business.

                  (l) Subsequent to any Election Date there shall not have
occurred any of the following: (i) trading of any securities of or guaranteed by
the Company shall have been suspended on any exchange or in any over-the-counter
market, (ii) trading in securities on the New York Stock Exchange, the American
Stock Exchange, and the National Association of Securities Dealers, Inc., shall
have been generally suspended, or there shall have been a material disruption in
settlement of securities generally, (iii) minimum or maximum ranges for prices
shall have been generally established on the

                                       11


New York Stock Exchange by the Commission or by the New York Stock Exchange,
(iv) a general banking moratorium shall have been declared by federal or New
York State authorities, (v) any major disruption of settlements of securities or
clearance services in the United States, or (vi) any outbreak or escalation of
major hostilities in which the United States is involved, any declaration of war
by the United States Congress or any other substantial national or international
calamity, crisis or emergency (including, without limitation, acts of terrorism)
affecting the United States, in any such case provided for in clauses (i)
through (vi), as to make it, in the judgment of the Remarketing Agent,
impracticable or inadvisable to proceed with the public offering or delivery of
the Remarketed Securities being delivered on the related Remarketing Settlement
Date on the terms and in the manner contemplated in the Final Prospectus.

                  (m) On or after the Election Date, (i) no downgrading shall
have occurred in the rating accorded the Company's debt securities by any
"nationally recognized statistical rating organization", as such term is defined
in Rule 436(g)(2) of the Rules, (ii) no such organization shall have publicly
announced that it has under surveillance or review, with possible negative
implications, its rating of any of the Company's debt securities or preferred
shares and (iii) the Remarketed Securities shall continue to be rated not lower
than BB- by Standard & Poor's and Ba1 by Moody's.

                  (n) The Remarketing Agent shall not have discovered and
disclosed to the Company on or prior to the Election Date, or during the period
between the Remarketing Date and the Remarketing Settlement Date, that any
Registration Statement, Interim Prospectus or Final Prospectus or any amendment
or supplement thereto contains any untrue statement of a fact which, in the
opinion of the counsel for the Remarketing Agent, is material or omits to state
any fact which, in the opinion of such counsel, is material and is required to
be stated therein, or is necessary to make the statements therein not
misleading.

                  All opinions, letters, evidence, and certificates mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Remarketing Agent.

                  Section 6. Indemnification and Contribution. (a) The Company
shall indemnify and hold harmless the Remarketing Agent, its directors, officers
and employees and each person, if any, who controls the Remarketing Agent within
the meaning of the Securities Act or the Exchange Act, from and against any
loss, claim, damage or liability, joint or several, or any action in respect
thereof (including, but not limited to, any loss, claim, damage, liability or
action relating to purchases and sales of the Remarketed Securities), to which
the Remarketing Agent, director, officer, employee or controlling person may
become subject under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, any Interim Prospectus or the Final Prospectus or in any
amendment or supplement thereto or the omission or alleged omission to state in
the Registration Statement, any Interim Prospectus or the Final Prospectus, or
in any amendment or


                                       12




supplement thereto, any material fact required to be stated therein or necessary
to make the statements therein not misleading, and shall reimburse the
Remarketing Agent and each such director, officer, employee or controlling
person promptly upon demand for any legal or other expenses reasonably incurred
by the Remarketing Agent, director, officer, employee or controlling person in
connection with investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement, any Interim Prospectus or
the Final Prospectus, or in any such amendment or supplement, in reliance upon
and in conformity with written information concerning the Remarketing Agent
furnished to the Company by or on behalf of the Remarketing Agent specifically
for inclusion therein which information consists solely of the information
specified in Section 6(e); provided, further, that the foregoing indemnity
agreement with respect to any Interim Prospectus shall not inure to the benefit
of the Remarketing Agent or any director, officer or controlling person of the
Remarketing Agent who failed to deliver a Final Prospectus (as then amended or
supplemented, provided by the Company to the Remarketing Agent in the requisite
quantity and on a timely basis to permit proper delivery on or prior to the
Delivery Date) to the person asserting any losses, claims, damages and
liabilities and judgments caused by any untrue statement or alleged untrue
statement of a material fact contained in any Interim Prospectus, or caused by
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading, if such material
misstatement or omission or alleged material misstatement or omission was cured,
as determined by a court of competent jurisdiction in a decision not subject to
further appeal, in such Final Prospectus and such Final Prospectus was required
by law to be delivered at or prior to the written confirmation of sale to such
person. The foregoing indemnity agreement is in addition to any liability which
the Company may otherwise have to the Remarketing Agent or to any director,
officer, employee or controlling person of the Remarketing Agent.

                  (b) The Remarketing Agent shall indemnify and hold harmless
the Company, its officers and employees, each of its directors, and each person,
if any, who controls the Company within the meaning of the Securities Act or the
Exchange Act, from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Company or any such
director, officer or controlling person may become subject, under the Securities
Act or Exchange Act, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any
Interim Prospectus or the Final Prospectus or in any amendment or supplement
thereto, or (ii) the omission or alleged omission to state in the Registration
Statement, any Interim Prospectus or the Final Prospectus, or in any amendment
or supplement thereto, any material fact required to be stated therein or
necessary to make the statements therein not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information concerning the Remarketing Agent furnished to the Company


                                       13



by or on behalf of the Remarketing Agent specifically for inclusion therein,
which information is limited to the information set forth in Section 6(e), and
shall reimburse the Company and any such director, officer or controlling person
for any legal or other expenses reasonably incurred by the Company or any such
director, officer or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred. The foregoing indemnity agreement is in
addition to any liability which the Remarketing Agent may otherwise have to the
Company or any such director, officer, employee or controlling person.

                  (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 6, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure so to notify the indemnifying party shall not relieve the
indemnifying party from any liability which it may have under this Section 6(a)
or (b) except to the extent it has been materially prejudiced by such failure
and, provided further, that the failure so to notify the indemnifying party
shall not relieve the indemnifying party from any liability which it may have to
an indemnified party otherwise than under this Section 6(a) or (b). If any such
claim or action is brought against an indemnified party, and it notifies the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party (who shall not, except
with the written consent of the indemnified party, be counsel to the
indemnifying party). After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall without the prior written
consent of the indemnified parties (which consent shall not be unreasonably
withheld), settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such claim, action, suit or proceeding, and (ii) does not include a statement
as to, or an admission of, fault, culpability or a failure to act, by or on
behalf of any indemnified party.

                  (d) If the indemnification provided for in this Section 6
shall for any reason be unavailable to or insufficient to hold harmless an
indemnified party under Section 6(a) or 6(b) in respect of any loss, claim,
damage or liability, or any action in respect thereof, referred to therein, then
each indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the aggregate amount paid or payable by such indemnified party as
a result of such loss, claim, damage or liability, or action in respect thereof,
in such proportion as shall be appropriate to reflect the relative fault of


                                       14



the Company on the one hand and the Remarketing Agent on the other with respect
to the statements or omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable
considerations. The relative fault of each of the Company and the Remarketing
Agent shall be determined by reference to whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or the Remarketing Agent,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and the Remarketing Agent agree that it would not be just and equitable if
contributions pursuant to this Section 6(d) were to be determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to herein. The aggregate amount paid or
payable by an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this Section shall
be deemed to include, for purposes of this Section 6(d), any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), the Remarketing Agent shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Remarketed Securities distributed to the public were offered to the public
exceeds the amount of any damages which the Remarketing Agent has otherwise paid
or become liable to pay by reason of any untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. Any party entitled to contribution shall, promptly after
receipt of notice of any claim or commencement of any action against such party
in respect of which a claim for contribution may be made against another party,
notify each other party from whom contribution may be sought, but the omission
to so notify such party shall not relieve the party from whom contribution may
be sought from any obligation it may have under this Section 6(d) or otherwise.

                  (e) The Remarketing Agent confirms and the Company
acknowledges that the statements with respect to the Remarketing of the
Remarketed Securities by the Remarketing Agent to be set forth on the cover page
of and the paragraphs on discounts and commissions, concessions, reallowance
figures and underwriter stabilization appearing under the caption "Underwriting"
in, the Final Prospectus as of any Remarketing Settlement Date are correct and
constitute the only information concerning the Remarketing Agent to have been
furnished in writing to the Company by or on behalf of the Remarketing Agent
specifically for inclusion in the Registration Statement and the Final
Prospectus.

                  Section 7. Resignation and Removal of Remarketing Agent. The
Remarketing Agent may resign and be discharged from its duties and obligations
hereunder, and the Company may remove the Remarketing Agent, by giving 30 days'
prior written notice, in the case of a resignation, to the Company and the
Clearing Agency Participant, and, in the case of a removal, such removed
Remarketing Agent and the Clearing Agency Participant; provided, however, that
(i) the Company may not remove the Remarketing Agent unless (A) the Remarketing
Agent becomes involved as



                                       15






debtor in a bankruptcy, insolvency or similar proceeding, (B) the Remarketing
Agent shall not be among the five underwriters with the largest volume
underwritten in dollars, on a lead or co-managed basis, of U.S. domestic
preferred securities during the twelve-month period ended as of the last
calendar quarter preceding the Remarketing Date, and (C) the Remarketing Agent
shall be subject to one or more legal restrictions preventing the performance of
its obligations hereunder and (ii) no such resignation nor any such removal
shall become effective until the Company shall have appointed at least one
nationally recognized broker-dealer as successor Remarketing Agent and such
successor Remarketing Agent shall have entered into a remarketing agreement with
the Company in which it shall have agreed to conduct the Remarketing in
accordance with the Remarketing Procedures. In such case, the Company will use
its commercially reasonable efforts to appoint a successor Remarketing Agent and
enter into such a remarketing agreement with such person as soon as reasonably
practicable. The provisions of Sections 3 and 6 shall survive the resignation or
removal of the Remarketing Agent pursuant to this Agreement.

                  Section 8. Dealing in the Remarketed Securities. The
Remarketing Agent, when acting as a Remarketing Agent or in its individual or
any other capacity, may, to the extent permitted by law, buy, sell, hold and
deal in any Remarketed Securities. Notwithstanding the foregoing, the
Remarketing Agent is not obligated to purchase any Remarketed Securities that
would otherwise remain unsold in a Remarketing. To the extent the Remarketing
Agent holds Remarketed Securities, the Remarketing Agent may exercise any vote
or join in any action which any beneficial owner of Remarketed Securities may be
entitled to exercise or take pursuant to the Certificate of Designations, with
like effect as if it did not act in any capacity hereunder. The Remarketing
Agent, in its individual capacity, either as principal or agent, may also engage
in or have an interest in any financial or other transaction with the Company as
freely as if it did not act in any capacity hereunder.

                  Section 9. Remarketing Agent's Performance; Duty of Care. The
duties and obligations of the Remarketing Agent shall be determined solely by
the express provisions of this Agreement and the Certificate of Designations. No
implied covenants or obligations of or against the Remarketing Agent shall be
read into this Agreement or the Certificate of Designations, as applicable. In
the absence of bad faith on the part of the Remarketing Agent, the Remarketing
Agent may conclusively rely upon any document furnished to it, which purports to
conform to the requirements of this Agreement or the Certificate of Designations
as to the truth of the statements expressed in any of such documents. The
Remarketing Agent shall be protected in acting upon any document or
communication reasonably believed by it to have been signed, presented or made
by the proper party or parties. The Remarketing Agent, acting under this
Agreement, shall incur no liability to the Company or to any holder of
Remarketed Securities in its individual capacity or as Remarketing Agent for any
action or failure to act, on its part in connection with a Remarketing or
otherwise, except if such liability is judicially determined to have resulted
from gross negligence or willful misconduct on its part.

                                       16


                  Section 10. Termination. This Agreement shall terminate as to
the Remarketing Agent on the effective date of the resignation or removal of the
Remarketing Agent pursuant to Section 7.

                  In addition, the obligations of the Remarketing Agent
hereunder with respect to a specific Remarketing may be terminated by it by
notice given to the Company prior to 10:00 A.M., New York City time, on the
applicable Remarketing Date if, prior to that time, any of the events described
in Sections 5(j), (k) or (l) herein shall have occurred or if the Remarketing
Agent shall decline to perform its obligations under this Agreement for any
reason permitted hereunder.

                  The Company may elect to terminate a specific Remarketing on
any day prior to such Remarketing.

                  The provisions of Sections 3 and 6 shall survive any such
termination.

                  Section 11. Notices. All statements, requests, notices and
agreements hereunder shall be in writing, and:

                  (a) if to the Remarketing Agent, shall be delivered or sent by
mail, telex or facsimile transmission to Lehman Brothers Inc., 745 7th Avenue,
New York, New York 10019, Attention: Syndicate Department (Fax: (646) 758-2018),
with a copy, in the case of any notice pursuant to Section 6(c), to the Director
of Litigation, Office of the General Counsel, Lehman Brothers Inc., 399 Park
Avenue, 15th Floor, New York, NY 10022;

                  (b) if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
prospectus or any supplement thereto, Attention: General Counsel (Fax: (704)
943-2344).

Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof.

                  Section 12. Persons Entitled to Benefit of Agreement. This
Agreement shall inure to the benefit of and be binding upon the Remarketing
Agent, the Company and their respective successors. This Agreement and the terms
and provisions hereof are for the sole benefit of only those persons, except
that (x) the representations, warranties, indemnities and agreements of the
Company contained in this Agreement shall also be deemed to be for the benefit
of the directors, officers and the person or persons, if any, who control the
Remarketing Agent within the meaning of Section 15 of the Securities Act and (y)
the representations, warranties, indemnity and agreement of the Remarketing
Agent contained in Section 6(b) of this Agreement shall be deemed to be for the
benefit of directors of the Company, officers of the Company who signed the
Registration Statement as defined in Section 2(b)(II)(A) of this Agreement and
any person controlling the Company within the meaning of Section 15 of the
Securities Act. Nothing in this Agreement is intended or shall be construed to
give any person, other than the persons referred to in this Section 12, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein.

                                       17


                  Section 13. Survival. The respective indemnities,
representations, warranties and agreements of the Company and the Remarketing
Agent contained in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement shall survive the Remarketing and shall remain in
full force and effect, regardless of any investigation made by or on behalf of
any of them or any person controlling any of them.

                  Section 14. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.

                  Section 15. Submission to Jurisdiction, Service of Process.

                  (a) The Company irrevocably (a) submits to the jurisdiction of
any court of the State of New York or any United States federal court, in each
case, sitting in the Borough of Manhattan, City and State of New York, for the
purpose of any Proceeding, (b) agrees that all claims in respect of any
Proceeding may be heard and determined in any such court, (c) waives, to the
fullest extent permitted by law, any immunity from jurisdiction of any such
court or from any legal process therein, (d) agrees not to commence any
Proceeding other than in such courts, and (e) waives, to the fullest extent
permitted by law, any claim that such Proceeding is brought in an inconvenient
forum.

                  (b) The Company agrees that service of all writs, process and
summonses in any Proceeding against the Company may be made upon CT Corporation
System at 111 Eighth Avenue, New York, New York 10011, whom the Company
irrevocably appoints as its authorized agent for service of process. The Company
represents and warrants that CT Corporation System has agreed to act as the
Company's agent for service of process. The Company agrees that such appointment
shall be irrevocable until the irrevocable appointment by the Company of a
successor in The City of New York as its authorized agent for such purpose and
the acceptance of such appointment by such successor. The Company further agrees
to take any and all action, including the filing of any and all documents and
instruments that may be necessary to continue such appointment in full force and
effect as aforesaid. If CT Corporation System shall cease to act as the agent
for service of process for the Company, the Company shall appoint without delay,
another such agent and provide prompt written notice to the Remarketing Agent of
such appointment.

                  Section 16. Counterparts. This Agreement may be executed in
one or more counterparts and, if executed in more than one counterpart, the
executed counterparts shall each be deemed to be an original but all such
counterparts shall together constitute one and the same instrument.

                  Section 17. Headings. The headings herein are inserted for
convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement.


                                       18



                  If the foregoing correctly sets forth the agreement between
the Company and the Remarketing Agent, please indicate your acceptance in the
space provided for that purpose below.

                 Very truly yours,

                 SCOTTISH RE GROUP LIMITED

                 By:
                        --------------------------------------------
                        Name:
                        Title:







Accepted:

LEHMAN BROTHERS INC.


By:
       -----------------------------
       Name:
       Title:


                                       19



                                                                    EXHIBIT A

                                 FORM OF OPINION



                                    [TO COME]


                                      A-1


                                                                    EXHIBIT B

                                 FORM OF OPINION

                                    [TO COME]


                                      B-1


                                                                    EXHIBIT C

                                 FORM OF OPINION

                                    [TO COME]



                                      C-1

EX-99.2

SCOTTISH RE GROUP LIMITED ANNOUNCES ISSUANCE OF PERPETUAL PREFERRED STOCK


HAMILTON, Bermuda--(BUSINESS WIRE)--June 24, 2005--Scottish Re Group Limited
(NYSE: SCT) announced that it will offer approximately $125 million of its
non-cumulative perpetual preferred stock. The preferred stock will have a fixed
rate dividend for an initial 5-year period and will be callable after 5 years.
After the initial period, the dividends on the securities may become floating.
Dividends will be non-cumulative.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission and has become effective. This release shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

Scottish Re Group Limited is a global life reinsurance specialist. Scottish Re
Group Limited has operating companies in Bermuda, Charlotte, North Carolina,
Dublin, Ireland, Grand Cayman, and Windsor, England. Its flagship operating
subsidiaries include Scottish Annuity & Life Insurance Company (Cayman) Ltd. and
Scottish Re (U.S.), Inc., which are rated A- (excellent) by A.M. Best, A
(strong) by Fitch Ratings, A3 (good) by Moody's and A- (strong) by Standard &
Poor's, Scottish Re Limited, which is rated A- (excellent) by A.M. Best, A
(strong) by Fitch Ratings and A- (strong) by Standard & Poor's and Scottish Re
Life Corporation, which is rated A- (excellent) by A.M. Best. Additional
information about Scottish Re Group Limited can be obtained from its Web site,
http://www.scottishre.com/.


    CONTACT: Brunswick Group
             Diana Drobiner, 212-333-3810
             ddrobiner@brunswickgroup.com

    SOURCE: Scottish Re Group Limited

EX-99.3

SCOTTISH RE GROUP LIMITED ANNOUNCES PRICING OF PERPETUAL PREFERRED STOCK

HAMILTON, Bermuda--(BUSINESS WIRE)--June 28, 2005--Scottish Re Group Limited
(NYSE: SCT) announced today that it has priced its offering of $125 million of
non-cumulative perpetual preferred stock. The preferred stock will have a fixed
rate dividend of 7.25% for an initial 5-year period and will be callable at par
after 5 years. After the initial period, the dividends on the securities may
become floating. Dividends will be non-cumulative.

The book-running manager for this offering was Lehman Brothers. Senior
co-managers of this offering were Banc of America Securities LLC, Bear, Stearns
& Co. Inc. and Keefe, Bruyette & Woods, Inc. Keefe, Bruyette & Woods, Inc. also
served as special financial advisor to the Company in connection with this
offering.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission and has become effective. This release shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

Scottish Re Group Limited is a global life reinsurance specialist. Scottish Re
Group Limited has operating companies in Bermuda, Charlotte, North Carolina,
Dublin, Ireland, Grand Cayman, and Windsor, England. Its flagship operating
subsidiaries include Scottish Annuity & Life Insurance Company (Cayman) Ltd. and
Scottish Re (U.S.), Inc., which are rated A- (excellent) by A.M. Best, A
(strong) by Fitch Ratings, A3 (good) by Moody's and A- (strong) by Standard &
Poor's, Scottish Re Limited, which is rated A- (excellent) by A.M. Best, A
(strong) by Fitch Ratings and A- (strong) by Standard & Poor's and Scottish Re
Life Corporation, which is rated A- (excellent) by A.M. Best. Additional
information about Scottish Re Group Limited can be obtained from its web site,
http://www.scottishre.com/.


    CONTACT: Brunswick Group
             Diana Drobiner, 212-333-3810
             ddrobiner@brunswickgroup.com

    SOURCE: Scottish Re Group Limited