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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: SCOTTISH RE GROUP LTD You are currently viewing:
This Employment Agreement involves

SCOTTISH RE GROUP LTD

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Title: EMPLOYMENT AGREEMENT
Governing Law: New York     Date: 11/9/2007
Industry: Insurance (Life)     Sector: Financial

EMPLOYMENT AGREEMENT, Parties: scottish re group ltd
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                                                                   EXHIBIT 10.63


                              EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT ("Agreement") dated as of September 24, 2007
between Scottish Re Group Limited (the "Company") and Terry Eleftheriou (the
"Employee") (together, the "Parties").

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

          Accordingly, the Parties agree as follows:

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

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

               3.    Duties and Positions.

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

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


<PAGE>


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

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

               4.1   Base Salary. During the Term, the Company will pay to the
Employee an annual base salary of $500,000, payable in accordance with the
customary payroll practices of the Company ("Base Salary"). The Employee's Base
Salary shall be subject to review and may be increased (but not decreased) to an
amount determined at the discretion of the Board of Directors of the Company
(the "Board") or the compensation committee thereof (which, thereafter, shall be
his "Base Salary") after taking into consideration the Employee's performance,
the Company's performance, increases in the cost of living and such other
factors as the Board or the compensation committee thereof in good faith deems
relevant. Such review shall be conducted no less frequently than once during
each calendar year at the same time the Company conducts its review of the
compensation of the Company's other senior executive officers.

               4.2   Bonuses. During the Term, the Employee shall be eligible to
receive an annual cash bonus ("Bonus") under a plan established by the Company
in the amount determined by the Board or the compensation committee thereof
based upon achievement of performance measures established by the Company, after
reasonable consultation with the Employee, and approved by the Board in its sole
discretion. The Employee's target bonus shall be seventy five percent (75%) of
Base Salary (the "Target Bonus"). For the calendar year 2007, the Employee shall
receive a Bonus in an amount equal to $150,000 (the "2007 Bonus"). The
Employee's Bonus (including the 2007 Bonus) shall be payable at such times and
in the manner consistent with the Company's policies regarding compensation of
executive employees. The Employee must not have given notice of his intention to
terminate without Good Reason prior to or at the time the Employee's Bonus
payment is to be made in order to be eligible to receive the Bonus. The Bonus
with respect to any calendar year shall be paid no earlier than January 1 and no
later than March 15 of the following calendar year.

                4.3   Participation in Employee Benefit Plans. The Employee shall
be entitled during the Term, if and to the extent eligible, to participate in
all of the applicable pension and welfare benefit plans and fringe benefits of
the Company, which may be available to other senior executives of the Company.
These plans shall include, without limitation, medical, prescription drug,
dental, vision, disability, life and accidental death insurance plans and
programs and a 401(k) plan to the extent, and on terms at least as favorable as,
such plans and programs are available to other senior executives of the Company.
The Company may at any time or from time to time amend, modify, suspend or
terminate any employee benefit plan, program or arrangement for any reason
without the Employee's consent if such amendment, modification, suspension or
termination is consistent with the amendment, modification, suspension or
termination for other executives of the Company. In each calendar year prior to
the date the Employee's employment terminates due to Disability (as defined
below), the Employee shall be entitled to receive up to ninety (90) days of full
salary continuation in the


                                       2
<PAGE>


event he is unable to perform his duties hereunder without reasonable
accommodation due to a physical or mental illness or injury.

               4.4   Equity Compensation. During the Term, the Employee shall be
eligible to participate in the 2007 Scottish Re Group Limited Stock Option Plan,
an equity incentive compensation plan established by the Company (the "Equity
Incentive Plan"), pursuant to the terms of the Equity Incentive Plan and any
applicable agreements thereunder as determined from time to time by the Board.
The Employee shall receive an initial grant of the option to purchase 800,000
ordinary shares of the Company (the "Initial Grant") pursuant to the terms of
the Equity Incentive Plan and any applicable agreements thereunder.
Notwithstanding the foregoing or the terms of the equity Incentive Plan, the
Employee's award agreement with respect to the Initial Grant shall provide that
if the Employee's employment is terminated by the Company without "Cause" (as
defined below), the Employee terminates his employment with "Good Reason" (as
defined below) or the Employee's employment with the Company terminates in
connection with the Company's determination not to extend or renew the Term
pursuant to Section 2, to the extent not previously forfeited, the unvested
portion of the Initial Grant, if any, shall become vested and exercisable, and
shall remain exercisable for a period of ninety (90) days following the date of
such termination of employment.

               4.5   Relocation. The Company shall provide the Employee (on a
fully grossed up tax neutral basis), directly or through reimbursement (as
determined in the Company's reasonable discretion) the following relocation,
housing and transportation benefits: (a) a suitable apartment or comparable
residence in Bermuda, which the Company shall directly lease for the Employee's
use, and shall pay or reimburse other reasonable costs associated with such
residence during the Term (at a cost not to exceed $12,000 per month plus
utilities), (b) a car and a scooter to be used in Bermuda by the Employee for
local ground transportation, (c) through the end of the 2008 calendar year, a
suitable apartment or comparable residence for the Employee in the Charlotte, NC
area when the Employee is required to perform services for the Company in its
Charlotte, NC location (at a cost not to exceed $2,000 per month plus
utilities); (d) until the earlier of (i) September 1, 2008 and (ii) the date of
the relocation of the Employee's family to a Company location, pursuant to the
Company's normal travel expense policy, weekly air travel between the Employee's
home in Houston, TX and the Company locations (such payment or reimbursement to
include ground transportation between the Employee's home and the applicable
Houston metropolitan area airport), and (e) all reasonable costs associated with
relocating the Employee and his family and transporting the Employee's household
goods to Bermuda or to Charlotte, NC (such amounts paid by the Company pursuant
to subsection (e), the "Relocation Expenses"). Notwithstanding anything to the
contrary in the Scottish Re Executive Homeowner Corporate Relocation Policy (the
"Relocation Policy"), the Employee's Relocation Allowance (as defined in the
Relocation Policy) shall equal one (1) month of the Employee's salary. For the
avoidance of doubt, the Relocation Allowance shall not be provided to the
Employee on a fully grossed up tax neutral basis. Any such reimbursements and
any applicable tax gross-up payments for any reimbursement or in-kind benefit
shall be made no later than thirty (30) business days following presentation to
the Company of the bill or invoice for any such benefit. In no event will any
reimbursement or in-kind benefit in any calendar year affect any reimbursement
or in-kind benefit made in any subsequent calendar year. In no event will any
tax gross-up payment be made later than the Employee's taxable year next
following the taxable year in which the Employee remits the related taxes. In
the event that the Employee should terminate his employment with the Company
without Good Reason, the Employee shall


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<PAGE>


reimburse to the Company a pro rata share of the Relocation Expenses in
accordance with the Relocation Policy in effect as of the Effective Date.

               4.6   Retention Bonus. Subject to the Employee's continued
employment with the Company through the date such payment is made, in the event
of a Change in Control (as defined below), the Company shall pay the Employee a
lump-sum payment equal to the sum of (x) the Employee's then current Base Salary
plus (y) the highest annual Bonus earned by the Employee (or, if higher, the
Target Bonus) during the prior two (2) fiscal years (collectively, the
"Retention Bonus"), payable within ten (10) days following the first anniversary
of the Change in Control.

          "Change of Control" shall mean (1) any person, other than Cerberus
Capital Management, L.P. ("Cerberus") or Mass Mutual Capital Partners LLC ("Mass
Mutual") or their respective affiliates, becomes the beneficial owner, directly
or indirectly, of fifty percent (50%) or more of the combined voting power of
the then issued and outstanding equity securities of the Company, or (2) the
sale, transfer or other disposition of all or substantially all of the business
and assets of the Company, whether by sale of assets, merger or otherwise
(determined on a consolidated basis) to another person other than a transaction
in which the survivor or transferee is a person controlled, directly or
indirectly, by Cerberus or Mass Mutual Capital or their affiliates.

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

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

               4.9   Club Membership. The Company shall pay or reimburse the
Employee for (a) the initiation fee for a Bermuda country club membership and
(b) the dues for such membership (not to exceed $5,000 per calendar year)
following presentation to the Company of the bill or invoice for such membership
dues, in accordance with the Company's expense reimbursement policy.

               4.10 Signing Bonus. The company shall pay the Employee a $100,000
signing bonus upon execution of this Agreement (the "Signing Bonus"). If the
Employee's employment with the Company is terminated either (x) by the Company
for Cause or (y) by the Employee without Good Reason within one (1) year of the
Effective Date, the Employee agrees to return the entire amount of the Signing
Bonus to the Company.


                                       4
<PAGE>


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

               5.    Termination of Employment.

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

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

                    (ii)   the unpaid portion of the Bonus, if any, relating to
the calendar year prior to the calendar year of the Employee's termination,
payable in accordance with Section 4.2; provided, however, that if the Employee
is terminated by the Company for Cause, or gives notice of his intention to
terminate his employment without Good Reason, prior to the date on the
Employee's Bonus payment is to be made, the Employee shall not be eligible for
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, whether or not
committed during the Term, (i) commission of a felony by the Employee; (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


                                       5
<PAGE>


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 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 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 highest annual Bonus
          earned by the Employee (or, if higher, the Target Bonus) during the
          prior two (2) fiscal years (collectively, 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 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,
          and the regulations promulgated thereunder (the "Code");


                                       6
<PAGE>


                    (iv)   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 (or eligible to be covered) under another
          group health plan, subject to the terms of the plans and applicable
          law;

                     (v)    if such termination of employment occurs prior to the
          date that is ten (10) days subsequent 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

                    (vi)   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  


 
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