EMPLOYMENT AGREEMENT

Exhibit 10.63

EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT (“Agreement”) dated as of November 16, 2007 between Scottish Re Group Limited (the “Company”) and Samir Shah (the “Employee”) (together, the “Parties”).

          WHEREAS, the Parties wish to establish the terms of the Employee’s employment with the Company upon the terms and conditions set forth herein, and all other agreements with respect to the subject matter hereof;

          Accordingly, the Parties agree as follows:

               1.  Employment and Acceptance . The Company shall employ the Employee, and the Employee shall accept employment, subject to the terms of this Agreement, on December 26, 2007 (the “Effective Date”).

               2.  Term . Subject to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the employment relationship hereunder shall continue from the Effective Date until the second (2nd) anniversary of the Effective Date and shall automatically renew for successive one (1) year intervals thereafter unless either party shall have given at least sixty (60) days advance written notice to the other that it does not wish to extend the Term. As used in this Agreement, the “Term” shall refer to the period beginning on the Effective Date and ending on the date the Employee’s employment terminates in accordance with this Section 2 or Section 5. In the event of the Employee’s termination of employment during the Term, the Company’s obligation to continue to pay all base salary, as adjusted, bonus and other benefits then due and payable shall terminate except as may be provided for in Section 5 of this Agreement, or as otherwise required by law.

               3.  Duties and Positions .

               3.1 Positions . During the Term, the Employee shall serve as Chief Risk Officer of the Company and shall report solely and directly to the President and Chief Executive Officer of the Company (the “CEO”). The Employee shall also serve during the Term in executive positions for one or more of the Company’s subsidiaries and affiliates for no additional consideration.

               3.2 Duties . The Employee will have such authority and responsibilities and will perform such executive duties as are customarily performed by a Chief Risk Officer of a public company of similar size in similar lines of business as the Company and its subsidiaries as may be assigned to the Employee by the CEO. The Employee will devote all his full working-time and attention to the performance of such duties and to the promotion of the business and interests of the Company and its subsidiaries. Nothing in this Agreement shall prevent the Employee from (i) devoting reasonable time to charitable, community, industry or professional activities, or (ii) participating in, or serving on, the governing body of any civic, community or charitable organization with which the Employee may currently be or hereafter become involved; provided that such activities (A) do not materially interfere with and are not inconsistent with Employee’s performance of his duties and obligations under this Agreement, (B) cannot reasonably be expected to cause injury or harm to the business or reputation of the Company or any of its subsidiaries and affiliates and (C) do not violate any provision of this Agreement.

               3.3 Location . The Employee shall perform his full-time services to the Company and its subsidiaries in the Company’s Bermuda office; provided that the Employee shall be required to travel as reasonably necessary to perform his duties hereunder. The Employee shall establish residence in Bermuda as soon as practicable following the Effective Date.

               4.  Compensation and Benefits by the Company . As compensation for all services rendered pursuant to this Agreement, the Company shall provide the Employee the following during the Term and thereafter as applicable:

               4.1 Base Salary . During the Term, the Company will pay to the Employee an annual base salary of $350,000, payable in accordance with the customary payroll practices of the Company (“Base Salary”). The Employee’s Base Salary shall be subject to review and may be increased (but not decreased) to an amount determined at the discretion of the Board of Directors of the Company (the “Board”) or the compensation committee thereof (which, thereafter, shall be his “Base Salary”) after taking into consideration the Employee’s performance, the Company’s performance, increases in the cost of living and such other factors as the Board or the compensation committee thereof in good faith deems relevant. Such review shall be conducted no less frequently than once during each calendar year at the same time the Company conducts its review of the compensation of the Company’s other senior executive officers.

               4.2 Bonuses . During the Term, the Employee shall be eligible to receive an annual cash bonus (“Bonus”) under a plan established by the Company in the amount determined by the Board or the compensation committee thereof based upon achievement of performance measures established by the Company, after reasonable consultation with the Employee, and approved by the Board in its sole discretion. The Employee’s target bonus shall be seventy five percent (75%) of Base Salary (the “Target Bonus”). For the calendar year ending on December 31, 2008, the Employee shall receive a Bonus in an amount no less than 50% of his then-current Base Salary (the “2008 Bonus”). The Employee’s Bonus (including the 2008 Bonus) shall be payable at such times and in the manner consistent with the Company’s policies regarding compensation of executive employees. The Employee must not have given notice of his intention to terminate without Good Reason prior to or at the time the Employee’s Bonus payment is to be made in order to be eligible to receive the Bonus. The Bonus with respect to any calendar year shall be paid no earlier than January 1 and no later than March 15 of the following calendar year.

               4.3 Participation in Employee Benefit Plans . The Employee shall be entitled during the Term, if and to the extent eligible, to participate in all of the applicable pension and welfare benefit plans and fringe benefits of the Company, which may be available to other senior executives of the Company. These plans shall include, without limitation, medical, prescription drug, dental, vision, disability, life and accidental death insurance plans and programs and a 401(k) plan to the extent, and on terms at least as favorable as, such plans and programs are available to other senior executives of the Company. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason without the Employee’s consent if such amendment, modification, suspension or termination is consistent with the amendment, modification, suspension or termination for other executives of the Company. In each calendar year prior to the date the Employee’s employment terminates due to Disability (as defined below), the

Employee shall be entitled to receive up to ninety (90) days of full salary continuation in the event he is unable to perform his duties hereunder without reasonable accommodation due to a physical or mental illness or injury.

               4.4 Equity Compensation . During the Term, the Employee shall be eligible to participate in the 2007 Scottish Re Group Limited Stock Option Plan, an equity incentive compensation plan established by the Company (the “Equity Incentive Plan”), pursuant to the terms of the Equity Incentive Plan and any applicable agreements thereunder as determined from time to time by the Board. The Employee shall receive an initial grant of the option to purchase 225,000 ordinary shares of the Company (the “Initial Grant”) pursuant to the terms of the Equity Incentive Plan and any applicable agreements thereunder. Notwithstanding the foregoing or the terms of the Equity Incentive Plan, the Employee’s award agreement with respect to the Initial Grant shall provide that if the Employee’s employment is terminated by the Company without “Cause” (as defined below), the Employee terminates his employment with “Good Reason” (as defined below), or the Employee’s employment with the Company terminates in connection with the Company’s determination not to extend or renew the Term pursuant to Section 2, to the extent not previously forfeited, the unvested portion of the Initial Grant, if any, shall become immediately vested and exercisable, and shall remain exercisable for a period of ninety (90) days following the date of such termination of employment.

               4.5 Relocation . The Company shall provide the Employee (on a fully grossed up tax neutral basis), directly or through reimbursement (as determined in the Company’s reasonable discretion) the following relocation, housing and transportation benefits: (a) a housing allowance of $10,000 per month to lease a home in Bermuda, such allowance to be payable to the Employee starting on the first day of such lease (after a copy of the executed lease is delivered to the Company), (b) until the earlier of (x) 12 months post-Effective Date and (y) the date of the relocation of the Employee’s family to Bermuda, pursuant to the Company’s normal travel expense policy, weekly air travel between the Employee’s home in Bethesda, Maryland and Bermuda (such payment or reimbursement to include ground transportation between the Employee’s home and the applicable airport), and (c) all reasonable costs associated with relocating the Employee and his family and transporting the Employee’s household goods to Bermuda, as well as a $5,000 bonus amount to cover any incidental expenses (such amounts paid by the Company pursuant to subsection (c), the “Relocation Expenses”). For the avoidance of doubt, the Relocation Expenses shall not be provided to the Employee on a fully grossed up tax neutral basis. Any such reimbursements and any applicable tax gross-up payments for any reimbursement or in-kind benefit shall be made no later than thirty (30) business days following presentation to the Company of the bill or invoice for any such benefit. In no event will any reimbursement or in-kind benefit in any calendar year affect any reimbursement or in-kind benefit made in any subsequent calendar year. In no event will any tax gross-up payment be made later than the Employee’s taxable year next following the taxable year in which the Employee remits the related taxes. In the event that Employee should terminate his employment with the Company without Good Reason, the Employee shall reimburse to the Company a pro rata share of the Relocation Expenses in accordance with the following schedule:

               (i) Prior to the expiration of six (6) months from the Effective Date, the Employee shall reimburse 75% of the Relocation Expenses;

               (ii) Prior to the expiration of twelve (12) months from the Effective Date, but subsequent to the time period referenced in Section 4.5(i), the Employee shall reimburse 50% of the Relocation Expenses; and

               (iii) Prior to the expiration of eighteen (18) months from the Effective Date, but subsequent to the time period referenced in Section 4.5(ii), the Employee shall reimburse 25% of the Relocation Expenses.

               4.6 Expense Reimbursement . During the Term, the Employee shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company applicable to other executive employees as in effect from time to time.

               4.7 Professional Fees . The Company shall pay or reimburse the Employee (on a fully grossed up tax neutral basis) for the Employee’s reasonable attorneys’ fees and costs (not to exceed $10,000) incurred during 2007 in connection with advice pertaining to and negotiation of this Agreement upon presentation to the Company of bills or invoices for such services and such other supporting information as the Company may reasonably require. Such payment or reimbursement and the corresponding gross-up payment shall be made no later than fifteen (15) business days following presentation to the Company of the bill or invoice for such services. In no event will the payment or reimbursement affect any other reimbursement or in-kind benefit made in any subsequent calendar year or be made later than December 31, 2007. In no event will the tax gross-up payment be made later than March 31, 2008.

               4.8 Signing Bonus . The company shall pay the Employee (a) a $175,000 signing bonus and (b) on a fully grossed up tax neutral basis, a $30,000 bonus for purchase of a ground transportation vehicle in Bermuda, each upon execution of this Agreement (collectively, the “Signing Bonus”). If the Employee’s employment with the Company is terminated either (x) by the Company for Cause or (y) by the Employee without Good Reason within one (1) year of the Effective Date, the Employee agrees to return the entire amount of the Signing Bonus to the Company.

               4.9 Vacation . The Employee shall be entitled to four (4) weeks of paid vacation per annum, in accordance with the Company’s vacation policy.

               5.  Termination of Employment .

               5.1 By the Company for Cause or by the Employee Without Good Reason . If: (i) the Company terminates the Employee’s employment with the Company for Cause (as defined below); or (ii) the Employee terminates his employment without Good Reason (as defined below) ( provided that the Employee shall be required to give the Company at least forty-five (45) days prior written notice of such termination), the Employee or the Employee’s legal representatives (as appropriate), shall be entitled to receive the following (the “Accrued Benefits”):

                    (i) the Employee’s accrued but unpaid Base Salary and benefits set forth in Sections 4.1 and 4.3, if any, to the date of termination;

                    (ii) the unpaid portion of the Bonus, if any, relating to the calendar year prior to the calendar year of the Employee’s termination, payable in

accordance with Section 4.2; provided , however , that if the Employee is terminated by the Company for Cause, or gives notice of his intention to terminate his employment without Good Reason, prior to the date on the Employee’s Bonus payment is to be made, the Employee shall not be eligible for and shall not be paid such Bonus amount;

                    (iii) in accordance with the Company’s policies, any accrued but unused vacation time or paid time off; and

                    (iv) expenses reimbursable under Section 4.7 incurred but not yet reimbursed to the Employee to the date of termination.

               For the purposes of this Agreement, “Cause” means, as determined by a majority of the Board, in the Board’s reasonable business judgment acting in good faith and engaging in fair dealing with the Employee, with respect to conduct during the Employee’s employment with the Company (i) the Employee’s conviction during the Term by a court of competent jurisdiction of, or plea of guilty or nolo contendere to, (x) a felony or (y) a misdemeanor (excluding a petty misdemeanor)  involving dishonesty, fraud, financial impropriety, or moral turpitude resulting in the imposition of a custodial sentence; (ii) intentional acts of dishonesty by the Employee resulting or intending to result in personal gain or enrichment at the expense of the Company or its subsidiaries; (iii) the Employee’s breach of his material obligations under this Agreement; (iv) conduct by the Employee in connection with his duties hereunder that is fraudulent or grossly negligent or that the Employee knew or reasonably should have known to be unlawful; provided that any action taken by the Employee on the advice of the Company’s Chief Administrative Officer (or his designee) shall not be treated as unlawful for purposes of this clause (iv); (v) engaging in personal conduct by the Employee (including, but not limited to, employee harassment or discrimination, the use or possession at work of any illegal controlled substance) which discredits or damages the Company or its subsidiaries; (vi) contravention of specific lawful direction of the Board or continuing inattention to or continuing failure to attempt, in good faith, to perform the duties to be performed by the Employee under the terms of Section 3.2 of this Agreement or (vii) breach of the Employee’s covenants set forth in Section 6 below before termination of employment. The Employee shall have fifteen (15) days after notice from the Company, which notice shall set forth in reasonable detail a description of the deficiency determined by the Board to constitute Cause, to cure the deficiency leading to the Cause determination (except with respect to (i) above), if curable, and, if cured, the alleged deficiency shall not constitute Cause hereunder. A termination for “Cause” shall be effective immediately (or on such other date set forth by the Company), following the Employee’s failure to timely cure such conduct, if curable.

               For the purposes of this Agreement, “Good Reason” means, without the Employee’s consent, (i) a material adverse reduction in the Employee’s authority, responsibilities or duties; (ii) a reduction in the Employee’s Base Salary or bonus opportunity; provided that the Company may at any time or from time to time amend, modify, suspend or terminate any bonus, incentive compensation or other benefit plan or program provided to the Employee for any reason and without the Employee’s consent if such modification, suspension or termination (x) is a result of the underperformance of the Employee or the Company under its business plan, and (y) is consistent with an “across the board” reduction for all similar employees of the Company, and, in each case, is undertaken in the Board’s reasonable business judgment acting in good faith and engaging in fair dealing with the Employee; or (iii) the Company’s material breach of the Agreement; provided that a suspension of the Employee and the requirement that the Employee

not report to work shall not constitute “Good Reason” if the Employee continues to receive the full compensation and benefits required by this Agreement. The Company shall have thirty (30) days after receipt of notice from the Employee in writing specifying the deficiency to cure the deficiency that would result in Good Reason.

               5.2 By the Company Without Cause; by the Employee with Good Reason; or Following the Company’s Decision Not to Renew the Term . If, (1) during the Term: (i) the Company terminates the Employee’s employment without Cause (which may be done at any time without prior notice) or (ii) the Employee terminates his employment for Good Reason (within ninety (90) days following the initial condition giving rise to such Good Reason), upon at least forty-five (45) days prior written notice, or (2) the Employee’s employment with the Company terminates in connection with the Company’s determination not to extend or renew the Term pursuant to Section 2, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Parties, drafted diligently and in good faith, consistent with the terms and conditions of this Agreement, and not in violation of any applicable laws (the “Release”), the Employee shall be entitled to receive:

               (i) the Accrued Benefits;

               (ii) an amount equal to (x) the Employee’s annual Base Salary as of the date of termination plus (y) the Employee’s Target Bonus as of the date of termination (the “Severance Amount”), payable in a lump sum, less standard income and payroll tax withholding and other authorized deductions within fifteen (15) days following the effective date of the Release or such later time as required by Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”);

               (iii) continued payment of the Employee’s Base Salary for the duration of the initial two-year Term, or any subsequent one-year renewal Term, as applicable, as though Employee remained employed by the Company through the end of the applicable Term and neither party earlier terminated his employment ( provided , however , that in no event shall such continued payment of the Employee’s Base Salary exceed a period of twelve (12)