VOTING AGREEMENT AND WAIVER VOTING AGREEMENT

VOTING AGREEMENT AND WAIVER

VOTING AGREEMENT AND WAIVER (this "Agreement"), dated as of November 26,
2006, is made by and among Scottish Re Group Limited, an exempted company
limited by shares organized and existing under the laws of the Cayman Islands
(the "Company"), MassMutual Capital Partners LLC, a Delaware limited liability
company ("MassMutual"), SRGL Acquisition, LLC, a Delaware limited liability
company ("Cerberus" and together with MassMutual, the "Investors") and the
shareholders of the Company listed on Schedule 1 attached hereto (each
individually a "Shareholder" and collectively the "Shareholders").

WITNESSETH:

WHEREAS, simultaneously with the execution of this Agreement the Company
has agreed to issue and sell, and the Investors have agreed to purchase,
pursuant to the Securities Purchase Agreement, dated as of November 26, 2006
(the "Securities Purchase Agreement"), by and among the Company and the
Investors, an aggregate of 1,000,000 convertible cumulative participating
preferred shares, par value $0.01 per share, of the Company (together with the
other transactions and terms contemplated by the Transaction Documents, the
"Transaction"); and

WHEREAS, each Shareholder owns the number of ordinary shares of the
Company, par value $0.01 per share (the "Ordinary Shares") set forth opposite
such Shareholder's name on Schedule 1 hereto (such Ordinary Shares, together
with any other shares, warrants or convertible notes of the Company Beneficially
Owned by such Shareholder as of the date hereof or acquired by such Shareholder
after the date hereof and during the term of this Agreement, including any
shares issued upon the exercise of any warrants or options, the conversion of
any convertible securities or otherwise, being collectively referred to herein
as the "Subject Shares" with respect to such Shareholder); and

WHEREAS, as inducement and a condition to entering into the Securities
Purchase Agreement, the Investors have required the Shareholders to agree, and
the Shareholders have agreed, to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Certain Definitions. In addition to the terms defined elsewhere
herein, capitalized terms used and not defined herein shall have the respective
meanings ascribed to them in the Securities Purchase Agreement. For purposes of
this Agreement:

(a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities means having "beneficial ownership" of such securities as determined
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Without duplicative counting of the same securities by the
same holder, securities Beneficially Owned by a person include securities
Beneficially Owned by all other persons with whom such person would constitute a
"group" within the meaning of Section 13(d) of the Exchange Act with respect to
the securities of the same issuer.


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Section 2. Representations and Warranties of Shareholder. Each Shareholder
represents and warrants severally and not jointly and severally, to the
Investors as follows:

(a) Ownership of Shares. Such Shareholder is a record owner and Beneficial
Owner of the Subject Shares set forth opposite such Shareholder's name on
Schedule 1. On the date hereof, the Subject Shares constitute all of the shares
of the Ordinary Shares owned of record or Beneficially Owned by such Shareholder
(including the options, convertible notes, purchase rights and warrants set
forth opposite such Shareholders name on Schedule 1). On the date hereof other
than as subject to the Shareholders' Agreement (as defined below), such
Shareholder does not own or have any rights to (i) any Ordinary Shares or other
voting securities or equity interests of the Company, (ii) any securities of the
Company convertible into or exchangeable or exercisable for Ordinary Shares or
other voting securities or equity interests of the Company or (iii) options,
warrants, other rights, convertible or exchangeable securities, "phantom" unit
rights, share appreciation rights or share-based performance units. There are no
outstanding options or other rights to acquire from such Shareholder or
obligations of such Shareholder to sell or to acquire, any Ordinary Shares. With
respect to the Ordinary Shares held by it, each Shareholder has sole voting
power and sole power to issue instructions with respect to the matters set forth
in Sections 4 and 5 hereof, sole power of disposition, sole power of conversion
and sole power to agree to all of the matters set forth in this Agreement, in
each case with respect to all of the Subject Shares with no limitations,
qualifications or restrictions on such rights, subject to applicable securities
Laws and the terms of this Agreement.

(b) Power; Binding Agreement. Such Shareholder has the legal capacity,
power and authority to enter into and perform all of such Shareholder's
obligations under this Agreement. This Agreement has been duly and validly
executed and delivered and, if such Shareholder is not a natural person,
authorized by such Shareholder and constitutes a valid and binding agreement of
such Shareholder, enforceable against such Shareholder in accordance with its
terms except that (i) such enforcement may be subject to applicable bankruptcy,
insolvency or other similar Laws, now or hereafter in effect, affecting
creditors' rights generally, and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

(c) No Conflicts. Except for any filings, permits, authorizations,
consents, and approvals necessary on the part of the Investors or the Company to
exercise the rights provided to the Investors hereunder or to consummate the
transactions contemplated hereby, no filing with, and no permit, authorization,
consent or approval of, any Governmental Entity is necessary for the execution
and delivery of this Agreement by such Shareholder and the consummation by such
Shareholder of the transactions contemplated hereby, and none of the execution
and delivery of this Agreement by such Shareholder, the consummation by such
Shareholder of the transactions contemplated hereby or compliance by such
Shareholder with any of the provisions hereof shall (i) if a particular
Shareholder is not a natural person, conflict with or result in any breach of
any organizational documents applicable to such Shareholder, (ii) result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, loan agreement, bond, mortgage, indenture,
license, or material contract, commitment, arrangement, understanding, agreement
or


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other instrument or obligation of any kind to which such Shareholder is a party
or by which such Shareholder or any of its properties or assets may be bound, or
(iii) violate any order, writ, injunction, decree, judgment, order, statute,
rule or regulation applicable to such Shareholder or the Subject Shares, except
for any of the foregoing solely with respect to clause (ii) above, as would not
reasonably be expected, individually or in the aggregate, to materially impair,
impede or delay the ability of such Shareholder to perform its obligations
hereunder.

(d) No Encumbrance. Except as permitted by this Agreement, the Subject
Shares are now, and, at all times during the term hereof, will be, held by such
Shareholder free and clear of all Liens, except for any such Liens arising
hereunder.

(e) No Finder's Fees. No broker, investment banker, financial advisor or
other person is entitled to any broker's, finder's, financial adviser's or other
similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of such Shareholder.

(f) Reliance. Each Shareholder understands and acknowledges that each
Investor is entering into the Securities Purchase Agreement in reliance upon
such Shareholder's execution and delivery of this Agreement.

Section 3. Disclosure. Each Shareholder hereby agrees to permit the Company
to publish and disclose in the Disclosure Documents (including all documents and
schedules filed with the SEC), and any press release or other disclosure
document which the Company, in its sole discretion, determines to be required by
applicable Law or necessary in connection with the Transaction and any
transactions related thereto, such Shareholder's identity and ownership of the
Ordinary Shares and the nature of such Shareholder's commitments, arrangements
and understandings under this Agreement provided that the form of any such
disclosure shall be subject to such Shareholder's prior review and written
consent, not to be unreasonably withheld, delayed or conditioned.

Section 4. Certain Restrictions; Waiver and Termination.

(a) No Solicitation. Each Shareholder shall not (whether directly or
indirectly through affiliates, advisors, agents or other intermediaries), and
each Shareholder shall direct its and its Subsidiaries' respective officers,
directors, affiliates, employees, members, partners, shareholders, advisors,
representatives or other agents retained by or otherwise acting on behalf of
such Shareholder or its Subsidiaries and affiliates (collectively,
"Representatives", provided that such term shall not be deemed to include the
Company or apply to any Representatives of the Company, acting in their capacity
as such on behalf of the Company) not to, directly or indirectly, (i) solicit,
initiate, accept, seek, encourage, induce or facilitate (including by way of
furnishing non-public information) any inquiries or the making or submission of
any proposal that constitutes or could reasonably be expected to lead to an
Acquisition Proposal, or cooperate in any way with any inquiry, proposal or
offer from any other person relating to, that has the purpose of, or that
constitutes or could reasonably be expected to lead to an Acquisition Proposal,
(ii) continue or participate or engage in discussions or negotiations with, or
disclose any information or data relating to the Company or its Subsidiaries or
afford access to the properties, books or records of the Company or its
Subsidiaries to, or otherwise cooperate with,


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any person that has made an Acquisition Proposal or to any person that has
disclosed to the Company that it is considering making an Acquisition Proposal,
(iii) accept an Acquisition Proposal or enter into any agreement or agreement in
principle or letter of intent, providing for or relating to an Acquisition
Proposal or enter into any agreement or agreement in principle or letter of
intent requiring the Company to abandon, terminate or fail to consummate the
transactions contemplated by the Securities Purchase Agreement, or (iv) grant
any waiver or release under any standstill, confidentiality or similar agreement
entered into by the Company, its Subsidiaries or any of their respective
Representatives; provided that each Shareholder in such Shareholder's capacity
as a director of the Company, if applicable, shall be permitted to take any
action expressly permitted under the Securities Purchase Agreement, solely in
its capacity as a director of the Company. Each Shareholder shall and shall
cause its Representatives to (i) immediately cease and cause to be terminated
any existing activities, discussions or negotiations with any persons or their
representatives conducted prior to the date of this Agreement with respect to
any Acquisition Proposal and will request the prompt return or destruction of
any confidential information previously furnished to such persons in connection
therewith, and (ii) promptly inform its Representatives of the obligations
undertaken in this Section 4(a). Without limiting the foregoing, any violation
of the restrictions set forth in this Section 4(a) by any Representative of a
Shareholder or any of its Subsidiaries, whether or not such person is purporting
to act on behalf of such Shareholder or any of its Subsidiaries, shall be deemed
to be a breach of this Section 4(a) by such Shareholder. Each Shareholder will
as promptly as practicable (and in any event within 24 hours) advise the
Investors of any request for information with respect to any Acquisition
Proposal or of any inquiry, proposal, discussions or negotiation with respect to
any Acquisition Proposal, and the material terms and conditions of such request,
Acquisition Proposal, inquiry, proposal, discussion or negotiation. For purposes
of this Agreement, each Investor is not deemed to be an Affiliate of the
Shareholders. So long as no Shareholder (or its respective Representative) is in
breach of this Agreement and subject to such Shareholder's continued compliance
with this Agreement, nothing contained in this Agreement shall prevent a
Shareholder or its Representatives from negotiating the terms of any agreement
(including any shareholders or similar agreement), or otherwise participating in
negotiations together with the Company, in connection with an Acquisition
Proposal in the event that the Company is pursuing negotiations or discussions
with the Person making such Acquisition Proposal in compliance with Section
5.2(b) of the Securities Purchase Agreement; provided that, such negotiations by
a Shareholder or its Representatives shall not in and of themselves be deemed to
constitute breach of this Agreement by such Shareholder or its Representatives
for the purposes of this Section 4(a) provided that such Shareholder and its
Representatives are otherwise in compliance with this Agreement.

(b) Certain Prohibited Transfers and Actions. Prior to the termination of
this Agreement, each Shareholder agrees not to, directly or indirectly:

(i) other than to an affiliate who has agreed in writing to be bound
by the terms of this Agreement with respect to the transferred Subject
Shares, transfer, assign, sell, gift-over, pledge, encumber or otherwise
dispose of any or all of the Subject Shares or any right or interest
therein, or consent to or enter into any contract, option or other
agreement, arrangement or understanding with respect to any of the
foregoing;

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(ii) grant any proxy, grant any power of attorney, deposit any of the
Subject Shares into a voting trust or enter into a voting agreement or
arrangement with respect to the Subject Shares except as provided in this
Agreement; or

(iii) take any other action that would make any representation or
warranty of such Shareholder contained herein untrue or incorrect or have
the effect of preventing or disabling such Shareholder from performing its
obligations under this Agreement.

(c) Waiver and Termination. Each Shareholder hereby agrees to waive (and
shall not seek to enforce) any and all rights, indemnities, privileges, powers
or preferences that arise or could reasonably be expect