EMPLOYMENT AGREEMENT

Execution Copy

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT ("Agreement") dated as of July 18, 2007 between

Scottish Re Group Limited (the "Company") and George R. Zippel (the "Employee")

(together, the "Parties").

WHEREAS, the Parties wish to establish the terms of 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 Employee shall accept employment, subject to the terms of this Agreement, on

July 30, 2007 (the "Effective Date").

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

the 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

accrued 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

President and Global Chief Executive Officer of the Company and shall report

solely and directly to the Board of Directors of the Company (the "Board"). 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. As

of the Effective Date, the Company shall use its best efforts to cause the

Employee to be nominated for election to the Board.

3.2 Duties. The Employee will have such authority and

responsibilities and will perform such executive duties as are customarily

performed by a President and Global Chief Executive Officer of a public company

of similar size in similar lines of business as the Company and its subsidiaries

as may be assigned to Employee by the Board. 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 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

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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 $900,000, 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, 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"). Notwithstanding the foregoing, the Company

shall pay to the Employee a cash bonus with respect to the 2007 calendar year in

an amount equal to no less than the product of (i) $675,000 and (ii) the ratio

of (A) the number of days the Employee is employed during calendar year 2007 to

(B) 365 (the "2007 Bonus"). The Employee's Bonus (including the 2007 Bonus)

shall be payable at such times and in the manner consistent with the Company's

policies regarding compensation of executive employees. The Bonus with respect

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

June 30 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

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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 1,250,000

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

the Equity Incentive Plan and any applicable agreements thereunder.

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

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

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

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

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

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

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

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

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

such termination of employment.

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

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

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

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

residence in Bermuda and other reasonable costs associated with such residence,

including local ground transportation, during the Term; (b) through the end of

the 2008 calendar year, a suitable apartment or comparable residence for the

Employee in the Charlotte, NC area when the Employee is required to perform

services for the Company in its Charlotte, NC location; (c) through the end of

the 2008 calendar year, pursuant to the Company's normal travel expense policy,

weekly air travel between the Employee's home in Lynchburg, VA and the Company

locations, and (d) all reasonable costs associated with relocating Employee and

his family and transporting Employee's household goods to either Bermuda or

Charlotte, NC. Any such reimbursements and the 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.

4.6 Retention Bonus. Subject to the Employee's continued

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

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

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

the Employee's Target Bonus for the year in which the Change in Control occurs

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

anniversary of the Change in Control.

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

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

LLC ("Mass Mutual") or their

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respective affiliates, becomes the beneficial owner, directly or indirectly, of

fifty percent (50%) or more of the combined voting power of the then issued and

outstanding equity securities of the Company, or (2) the sale, transfer or other

disposition of all or substantially all of the business and assets of the

Company, whether by sale of assets, merger or otherwise (determined on a

consolidated basis) to another person other than a transaction in which the

survivor or transferee is a person controlled, directly or indirectly, by

Cerberus or Mass Mutual Capital or their affiliates.

4.7 Expense Reimbursement. During the Term, the Employee shall

be entitled to receive reimbursement for all appropriate business expenses

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

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

effect from time to time.

4.8 Professional Fees. The Company shall pay or reimburse the

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

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

connection with advice pertaining to and negotiation of this Agreement upon

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

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

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

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

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

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

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

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

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

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"):

(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 the Employee's death, Disability,

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; and

(d) expenses reimbursable under Section 4.7 incurred but not

yet reimbursed to the Employee to the date of termination.

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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, whether or not

committed during the Term, (i) commission of a felony by Employee; (ii)

intentional 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 breach of his material obligations under this Agreement; (iv)

conduct by 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 General Counsel (or his designee) shall not be treated a unlawful

for purposes of this clause (iv); (v) engaging in personal conduct by Employee

(including but not limited to employee harassment or discrimination, 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 of the Board or continuing inattention to or

continuing failure to attempt, in good faith, to 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, 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. 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 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 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 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 thirty (30)

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

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reasonably acceptable to the Parties 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 (x) the Employee's annual Base Salary

as of the date of termination plus (y) the Employee's Target Bonus for the year

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;

(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, provided that each payroll payment shall be treated as

a separate payment for purposes of Section 409A of the Internal Revenue Code of

1986, as amended, and the regulations promulgated thereunder (the "Code");

(d) if the Employee elects continuing group coverage

pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as

amended ("COBRA"), reimbursement of the cost of such continuation coverage(on a

fully grossed up tax neutral basis) for the earlier of (x) twelve (12) months or

(y) such earlier date that the Employee is covered under another group health

plan, subject to the terms of the plans and applicable law;

(e) if such termination of employment occurs prior to the

first (1st) anniversary of a Change in Control, an amount equal to the Retention

Bonus, payable pursuant to Section 4.6 above; and

(f) the Company shall pay or reimburse the Employee (in

either case, on a fully grossed up tax neutral basis in accordance with the

terms of Section 4.5) for the Employee's reasonable costs (not to exceed

$50,000) associated with relocating the Employee and his family and transporting

the Employee's household goods from Bermuda or Charlotte, NC to the Employee's

future principal residence.

The Company shall have no obligation to provide the benefits set

forth above in the event that Employee breaches the provisions of Section 6.

5.3 Due to Death or Disability. If: (i) the Employee's

employment terminates due to his death; or (ii) the Company terminates the

Employee's employment with the Company due to the Employee's Disability (as

defined below), in addition to