EMPLOYMENT AGREEMENT

Exhibit 10.64

EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT (“Agreement”) dated as August ___, 2007 between Scottish Re Group Limited (the “Company”) and Paul Goldean (the “Employee”) (together, the “Parties”).

          WHEREAS, the Employee and the Company are parties to an employment agreement dated July 1, 2002, as amended (the “2002 Employment Agreement”);

          WHEREAS, the Parties wish to establish the terms of Employee’s continued employment with the Company upon the terms and conditions set forth herein which supersede the terms of 2002 Employment Agreement, 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 Employee shall accept employment, subject to the terms of this Agreement, on May 7, 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 anniversary of the Effective Date and shall renew for one (1) year intervals thereafter unless either party shall have given at least sixty (60) days advanced 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 accrued shall terminate except as may be provided for in Section 5 of this Agreement.

               3.  Duties and Title .

               3.1 Title . The Company shall employ the Employee to render exclusive and full-time services to the Company and its subsidiaries. The Employee shall initially serve as Interim Chief Executive Officer of the Company and shall report solely and directly to the Board of Directors of the Company (the “Board”) until such time as the Company has appointed a Chief Executive Officer. Thereafter, the Employee shall serve in the capacity of Chief Administrative Officer, and shall report solely and directly to the Chief Executive Officer of the Company. 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. The Employee acknowledges and agrees that his change in title from Interim Chief Executive Officer to Chief Administrative Officer and/or the Company’s appointment of a Chief Executive Officer shall not constitute “Good Reason” under this Agreement.

               3.2 Duties . The Employee will have such authority and responsibilities and will perform such executive duties as are customarily performed by a Chief Executive Officer of the Company of a company in similar lines of business as the Company and its subsidiaries or as may be assigned to Employee by the Board, until such time as the Company

has appointed a Chief Executive Officer. Thereafter, the Employee will have such authority and responsibilities and will perform such executive duties as are customarily performed by a Chief Administrative Officer of a company in similar lines of business as the Company and its subsidiaries, or as may be assigned to Employee by the Chief Executive Officer of the Company. 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. The Employee acknowledges and agrees that any change in duties resulting from the change in the Employee position from the Interim Chief Executive Officer to Chief Administrative Officer and/or the Company’s appointment of a Chief Executive Officer shall not constitute “Good Reason” under this Agreement.

               3.3 Location . The Employee shall perform his full-time services to the Company and its subsidiaries in the Company’s Charlotte, NC office; provided that the Employee shall be required to travel as necessary to perform his duties hereunder.

               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:

               4.1 Base Salary . During the Term, the Company will pay to the Employee an annual base salary of $650,000, payable in accordance with the customary payroll practices of the Company (“Base Salary”). The Company, agrees to review such compensation not less frequently than annually during the Term to consider appropriate increases to the Base Salary. The Employee’s Base Salary cannot be decreased. The Base Salary as increased from time to time shall be referred to herein as “Base Salary.”

               4.2 Bonuses . During the Term, the Employee shall be eligible to receive an annual bonus (“Bonus”) under a plan established by the Company in the amount determined by the Board based upon achievement of performance measures established by the Company and approved by the Board. The Employee’s target bonus shall be seventy five percent (75%) of Base Salary (the “Target Bonus”). Notwithstanding the foregoing, for each of the calendar years ending on December 31, 2007 and December 31, 2008, Employee shall receive a Bonus of not less than fifty percent (50%) of his then current Base Salary (respectively, the “2007 Bonus” and the “2008 Bonus”). The Employee’s Bonus shall be payable at such times and in the manner consistent with the Company’s policies regarding compensation of executive employees.

               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 benefit plans of the Company, which may be 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. Notwithstanding the foregoing, the Employee will continue to participate in and/or receive benefits under (x) the Company’s Exec-U-Care plan (the “Exec-U-Care Plan”) and (y) the Scottish Holdings, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) (or other comparable benefit plans sponsored by the Company or an affiliate of the Company) to the same extent that the Employee participated in or received benefits under such plans prior to the

Effective Date through the Term, subject to the terms of such plans and applicable law. In the event the Company modifies, amends or terminates the Deferred Compensation Plan or the Exec-U-Care Plan prior to the expiration of the Term in a way that adversely affects the Employee’s benefits under either plan, the Company will pay the Employee compensation or provide the Employee with benefits (as determined in the Company’s discretion) through the expiration of the Term comparable to the Employee’s benefits and compensation under such plans as of the Effective Date.

               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 an affiliate of 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, provided that the Employee will receive options to purchase 800,000 shares of common stock (the “Equity Interests”) which will be subject to the terms and conditions of the Equity Incentive Plan.

               4.5 Signing Bonus . The Company shall pay the Employee a signing bonus in an aggregate amount of $2,745,000 (the “Signing Bonus”), payable in three equal installments as follows: (x) within five (5) days of the date hereof; (y) on September 30, 2007; and (z) March 14, 2007.

               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 as in effect from time to time.

               4.7 Indemnification . The Holdings Indemnification Agreement (the “Indemnification Agreement”) attached as Exhibit A to the 2002 Employment Agreement will continue in full force and effect in accordance with the terms of the Indemnification Agreement. In the event the Indemnification Agreement becomes null and void at any time during the Employee’s employment with the Company, the Employee shall be offered an opportunity to enter into an indemnification agreement substantially similar to the Indemnification Agreement immediately.

               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 (iii) the Employee terminates his employment without Good Reason (as defined below), the Employee, shall be entitled to receive the following (the “Accrued Benefits”):

                    (a) 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;

                    (b) the unpaid portion of the Bonus, if any, relating to the calendar year prior to the calendar year of termination by the Company for Cause or by the Employee without Good Reason, payable in accordance with Section 4.2;

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

                    (d) expenses reimbursable under Section 4.7 incurred but not yet reimbursed to the Employee to the date of termination; and

                    (e) an amount equal to the unpaid portion of the Signing Bonus, if any.

               For the purposes of this Agreement, “Cause” means, as determined by the Board (or its designee), with respect to conduct during the Employee’s employment with the Company, whether or not committed during the Term, (i) commission of a felony by Employee; (ii) acts of dishonesty by Employee resulting or intending to result in personal gain or enrichment at the expense of the Company or its subsidiaries; (iii) Employee’s material breach of his obligations under this Agreement; (iv) conduct by Employee in connection with his duties hereunder that is fraudulent, unlawful or grossly negligent; (v) engaging in personal conduct by Employee (including but not limited to employee harassment or discrimination, or the use or possession at work of any illegal controlled substance) which seriously discredits or damages the Company or its subsidiaries; (vi) contravention of specific lawful direction from the person or entity to whom the Employee reports or continuing inattention to or continuing failure to adequately perform the duties to be performed by 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; provided , that, the Employee shall have fifteen (15) days after notice from the Company to cure the deficiency leading to the Cause determination (except with respect to (i) above), if curable. A termination for “Cause” shall be effective immediately (or on such other date set forth by the Company).

               For the purposes of this Agreement, “Good Reason” means, without the Employee’s consent, (i) except with respect to the change of the Employee’s authority and responsibilities from those of the Chief Executive Officer to those of the Chief Administrative Officer as provided in Sections 3.1 and 3.2 hereof, a material adverse reduction in Employee’s responsibilities or duties below a level consistent with Employee’s performance and skill level, as determined in good faith by the Board; (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, or (y) is consistent with an “across the board” reduction for all similar level executive 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) a material change in the geographic location at which the Employee must provide services, which geographic location shall be the Charlotte, North Carolina metropolitan area (excluding ordinary travel); (iv) a material diminution in the budget over which the Employee retains authority; and (v) the Company’s material breach of the Agreement; provided that the Employee provides notice to the Company of the existence of the condition giving rise to Good Reason within a period not to exceed ninety (90) days of the initial existence of the condition, and the Company has failed to cure the condition giving rise to Good Reason within thirty (30) days following the delivery of this notice.

               5.2 By the Company Without Cause, By the Employee with Good Reason or due to Death or Disability . If during the Term: (i) the Company terminates Employee’s employment without Cause (which may be done at any time without prior notice), (ii) the Employee terminates his employment with Good Reason, (iii) the Employee’s employment terminates due to his death, or (iii) the Company terminates the Employee’s employment due to the Employee’s Disability (as defined below), upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company and not in violation of any applicable laws (the “Release”), the Employee shall be entitled to receive:

                    (a) the Accrued Benefits;

                    (b) an amount equal to the Employee’s annual Base Salary as of the date of termination, payable in a lump sum, less standard income and payroll tax withholding and other authorized deductions;

                    (c) continued payment of the Employee’s Base Salary for the remainder of the Term, payable in accordance with the customary payroll practices of the Company;

                    (d) the pro-rata portion of the Bonus up to the date of termination relating to the calendar year of the Employee’s termination based on the Bonus awarded to the Employee in the prior calendar year, except that if the Employee is terminated at anytime during the calendar years 2007 or 2008, the Employee will receive the full 2007 Bonus or 2008 Bonus applicable, payable in accordance with Section 4.2; and

                    (e) if the Employee elects continuing group coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), reimbursement of the employer portion of the cost (consistent with the Company’s policy for active employees) of such continuation coverage for the earlier of (x) twelve (12) months or (y) such earlier date that the Employee is covered under another comparable group health plan, subject to the terms of the plans and applicable law.

          For the purposes of this Agreement, “Disability” means a determination by the Company in accordance with applicable law that as a result of a physical or mental injury or illness, the Employee is unable to perform the essential functions of his job with or without reasonable accommodation for a period of (i) ninety (90) consecutive days; or (ii) one hundred eighty (180) days in any one (1) year period.

          The Company shall have no obligation to provide the benefits set forth above in the event that Employee breaches the provisions of Section 6. For purposes of clarity, the Company’s failure to renew the Term pursuant to Section 2 hereof, shall not constitute a termination of the Employee’s employment without Cause.

               5.3 Following the Company’s Determination Not to Renew the Term . Should the Employee’s employment with the Company terminate following the Company’s determination not to renew the Term pursuant to Section 2, upon execution without revocation of the Release, the Employee shall be entitled to receive:

               (a) Accrued Benefits;

               (b) continued payment of the Employee’s annual Base Salary as of the date of termination in accordance with the customary payroll practices of the Company for a period of twelve (12) months following the date of termination; and

               (c) if the Employee elects continuing group coverage pursuant to COBRA, reimbursement of the employer portion of the cost (consistent with the Company’s policy for active employees) of such continuation coverage for the earlier of (x) twelve (12) months or (y) such earlier date that the Employee is covered under another comparable group health plan, subject to the terms of the plans and applicable law.

     The Company shall have no obligation to provide the benefits set forth above in the event that Employee breaches the provisions of Section 6.

               5.4 No Mitigation; No Offset . The Employee shall be under no obligation to seek other employment after his termination of employment with the Company and the obligations of the Company to the Employee which arise upon the termination of his employment pursuant to this Section 5 shall not be subject to mitigation or offset.

               5.5 Removal from any Boards and Position . If the Employee’s employment is terminated for any reason under this Agreement, he shall be deemed to resign (i) if a member, from the Board or board of directors of any subsidiary of the Company or any other board to which he has been appointed or nominated by or on behalf of the Company and (ii) from any position with the Company or any subsidiary of the Company, including, but not limited to, as an officer of the Company and any of its subsidiaries.

               5.6 Nondisparagement . The Employee agrees that he will not at any time (whether during or after the Term) publish or communicate to any person or entity any Disparaging (as defined below) remarks, comments or statements concerning the Company, their parents, subsidiaries and affiliates, and their respective present and former members, partners, directors, officers, shareholders, employees, agents, attorneys, successors and assigns. The Company agrees to instruct its executive officers and directors to refrain from publishing or communicating to any person or entity any Disparaging remarks, comments or statements concerning the Employee at any time (whether during or after the Term), provided that , nothing in this Section 5.5 shall prevent the Company from (a) responding in a truthful manner to inquiries regarding Employee’s employment or the termination thereof, from investors, regulators, the Company’s auditors or insurers, or as otherwise may be required by applicable law, rules or regulations, or (b) disclosing information concerning the Employee or the termination of Employee’s employment to officers of the Company or its affiliates who, at the discretion of the Company, should know such information. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity or morality or business acumen or abilities in connection with any aspect of the operation of business of the individual or entity being disparaged.

               5.7 Continued Employment Beyond the Expiration of the Term . Unless the parties otherwise agree in writing, continuation of the Employee’s employment with the Company beyond the expiration of the Term or following non-renewal of this Agreement by either party shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement, and the Employee’s employment may thereafter be terminated at will by either the Employee or the Company; provided that the provisions of Sections 7, 8, 9.5

and 9.10 of this Agreement shall survive any termination of this Agreement or the termination of the Employee’s employment hereunder.

               6.  Certain Additional Payments by the Company .

               6.1 Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined (as hereafter provided) that any payment (other than the Gross-Up payments provided for in this Section 6) or distribution by the Company, Holdings or any of their affiliates to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement,