Scottish Re


                            Scottish Re Group Limited

                        2004 First Quarter Earnings Call
                                   May 6, 2004
                                 011:00 a.m. ET
                         Host: Scott Willkomm, President

Michael French:     Good morning, everyone. Welcome to the Scottish Re Group
                    Limited 1st quarter conference call. We are going to begin
                    the call. A comment about the company's financial results
                    and give an overview of the development of the company's
                    business. And after concluding our prepared remarks, we will
                    be happy to take your questions. Now there will be a
                    recording of this call available after 3 pm today. Running
                    through may 20th and instructions on how to access that we
                    are in the earnings released this morning. Also a replay of
                    the call can be accessed on our web-site scottishre.com.
                    Before we began the financial over view, please keep in mind
                    that certain statements that we make are forward looking
                    statements within the meaning of the Federal Securities laws
                    and management cautions the forward looking statements are
                    not guarantees and that actual results could differ
                    materially from those expressed or implied. At this time I
                    am going to turn the call over to our President Scott
                    Willkomm to discuss our financial results and our operations
                    for the quarter -- Scott?

Scott Willkomm:     Good morning, everyone. Thank you, Mike. Scottish Re this
                    morning reported that income from continuing operations for
                    the 1st quarter ended March 31, 2004 was $10.1 million or 27
                    cents per diluted share, as compared to 7.4 million or 26
                    cents per diluted share for the prior year period. Net
                    operating earnings were 16.6 million or 45 cents per diluted
                    share for the quarter as compared to 9.4 million or 34 cents
                    per diluted share for the prior year period. On a per share
                    basis net operating earnings per share for the quarter
                    increased by 32 percent over the last year. Net operating
                    earnings is a non-GAAP measurement and we determine net
                    operating earnings by adjusting GAAP incomes from continuing
                    operations by the net realized capital gains and losses and
                    the change in the value of embedded derivatives as adjusted
                    for the related effects upon amortization as deferred
                    acquisition costs and taxes. While these items may be
                    significant components in understanding and assessing the
                    companies consolidated financial performance the Company
                    believes that the presentation of net operating earnings
                    enhances the understanding of it's results of operations by
                    highlighting earnings attributable to the normal recurring
                    operations of it's business. However, net operating earnings
                    are not a substitute for income from contributing operations
                    determined in accordance with GAPP. Net income for the
                    quarter amounted to 10.1 million or 27 cents per diluted
                    share as compared to 7.2 million or 26 cents per diluted
                    share for the prior year. Total revenue for the quarter
                    increased to 179.2 million from 96.8 million for the prior
                    year period which represents an 85 percent increase. Total
                    benefits and expenses increased to 167.9 million for the
                    quarter up from 89.1 million which is an increase of 88
                    percent. The increases were principally driven by the
                    acquisitions of the ERC life which is now renamed Scottish
                    Re Life corporation although through out this call I would
                    refer to it as ERC Life. And growth in the companies
                    reinsurance business in North America and internationally as
                    well as growth in the investment income due to the increase
                    in our invested asset base. ERC Life added approximately 45
                    million of premium to our results in the quarter. Let me
                    offer some comments at this point regarding operating
                    expenses. In the quarter operating expenses were up
                    significantly on an absolute dollar basis as compared to the
                    4th quarter of 2003. As you may recall on last quarter's
                    conference call we explained that operating expenses in the
                    fourth quarter were a bit lower than expected due to year
                    end clean up of accruals and favorable foreign currency
                    movements. We also mentioned that for a comparative purposes
                    Q3 2003s expense level of 8.8 million was a more appropriate
                    basis for a comparison. Using the Q3


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                    expense level as a basis for a comparison much of the
                    increase in our opex and Q1 04 was due to number one the
                    increase in the overall expenses as we took on the ERC Life
                    business as of the end of 2003. Number 2 about one cent per
                    share of increased opex due to foreign currency fluctuations
                    in the quarter and 3 expected increases in operating
                    expenses due to the growth of the Scottish Re enterprise
                    overall. We view the ratio of operating expenses as a
                    percentage of total revenues on a trailing 12 month basis as
                    the most informative ratio for judging relative opex levels.
                    Since it eliminates any seasonality in revenue in opex
                    patterns on that basis our opex to total revenues for the 12
                    months ended March 31, 2004 was 5.63 percent which is less
                    than the ratio for all of 2003 which was 5.7 percent. This
                    decreasing trend in the opex ratio was consistent with our
                    guidance that we gave on our last conference call. The calls
                    for an opex ratio for 2004 in the 5.3 to 5.5 range. The
                    company's total assets were 6.4 billion as of March 31, '04.
                    The core investment portfolio which includes cash and cash
                    equivalents but does not include funds with held in interest
                    -- total $2.7 billion -- at an average quality rating of -AA
                    minus and effective duration of 3.8 years and the weighted
                    average book yield with 4.4 percent. This compared with the
                    portfolio balance of 2.4 billion an average quality rating
                    of -AA minus, an effective duration of 3.9 years and an
                    average book yield of 4.5 percent as of December 31, 2003.
                    Funds withheld at interest amounted to approximately 1.5
                    billion, had an average quality rating of -A and an
                    effective duration of 4.9 years and a weighted average book
                    yield of 6.2 percent as of March 31, 2004. This compares
                    with an average quality rating of -A an effective duration
                    of 5.1 years and an average book yield with 6.3 percent as
                    of December 31, 2003. The market value of the funds withheld
                    in interest increased to approximately 1.6 billion as of the
                    end of the quarter. Investment gains which are before taxes
                    but include the amortization of deferred acquisition costs
                    totaled 1.4 million in the quarter. These gains are stated
                    net other than temporary impairment loss of 1.9 million that
                    we took in the quarter. During 2003 we adopted the world
                    famous DIGB36, which requires us to account for our modified
                    co-insurance contracts on a fair value basis. The change in
                    the fair value of the derivative for the quarter amounted to
                    a loss of $8.6 million. Net of related amortization of
                    deferred acquisition costs. Changes in the value of this
                    derivative are caused principally by changes in the interest
                    rates and our credit spreads. During this quarter the loss
                    has risen principally because of the decrease in rates
                    during the quarter. On a go forward basis we would generally
                    expect to experience a gain as interest rates rise and a
                    loss as they fall. On a longer term basis the value of the
                    embedded derivative will turn towards zero. And as discussed
                    earlier in this call and actually in prior conference calls
                    changes in this -- the value of the embedded derivative are
                    excluded from operating and do not impact the economics of
                    these contracts. We continue to build book value per share
                    during the quarter with the company's book value the top --
                    per share toping $19.79 cents per share as of March 31,
                    2004. As compared to $18.73 as of the end of 2003. Excluding
                    the impact of FAS 115, which is the market to market on our
                    bond portfolio -- book value per share amounted to $19.1
                    cent as compared with $18.51 cents as of December 31, 2003.

                    At this point I would like to take a moment to give you a
                    brief over view of the progress we are making in our
                    business. And some guidance a to how we measure that
                    progress. And we will start by talking about our traditional
                    solutions business. One measure of success in our
                    traditional North American business is the annual Society of
                    Actuaries (MunichRe) Survey life reinsurance. In 2003,
                    Scottish Re advanced to the number 6 provider of life
                    reinsurance in United States, with 5.42 percent of the
                    market for recurring life reinsurance business. In addition
                    we rank number two in over all US ordinary life reinsurance
                    assumed with a16.7 percent market share, (driven)
                    principally by our acquisition of the ERC life. As you all
                    know our traditional solutions business provides mortality
                    risk-transfer capacity to the top life insurance companies
                    in North America. And we are very, very well established as
                    you can tell from the Munich's survey. In this market we
                    currently provide


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                    reinsurance capacity to over 75 percent of the top 60 to 100
                    North American Life companies. We have excellent working
                    relationships with our clients, and are very much benefiting
                    from the scarcity of life reinsurance capacity in general.
                    As of March 2004, the company had approximately $286 billion
                    of life reinsurance in force covering $6.9 million lives
                    with an average benefit for life of $41,000 in it's North
                    American operations. This includes about 153 billion of Life
                    reinsurance in force in respective of the ERC life business
                    that we acquired at the end of 2003. As of March 31 2003 by
                    comparative purposes the company had approximately 74.3
                    billion of Life reinsurance in force and covering 1.5
                    million lives with an average benefit per life of $51,000.
                    During the quarter we originated approximately 15 billion of
                    new traditional life reinsurance from existing and new
                    clients. Our production goal for 2004 as you may recall in
                    this traditional solutions business line was to originate
                    between 65 and 70 billion of new business, and we are well
                    on our way to meeting this goal. Mortality experience
                    continues to be quite favorable with actual experience in
                    the first quarter of the year at approximately 98 percent of
                    expected levels and since inception on a cumulative basis of
                    this particular traditional solutions business our overall
                    mortality is 93 percent of expected levels. In our financial
                    solutions business we measure progress by measuring the gap
                    reserves we hold on our balance sheet, and reserves for
                    financial solutions -- for the financial solutions business
                    line increased modestly to 3.2 billion as of the end of the
                    March quarter in comparison with 2.9 billion as of the end
                    of 2003. As we have said in the past and we continue to
                    reiterate we have been very selective in reinsuring
                    additional fixed annuity business due to the impact of the
                    current interest rate environment and what we perceive to be
                    non economic pricing decisions that have been prevalent in
                    the primary market. While there are a select group of ceding
                    companies and products in the fixed annuity space that we
                    might consider reinsuring today. We have been working to
                    emphasize other types of interest sensitive products such as
                    disabled life reserves, universal life and structured
                    settlement products. Nevertheless the number of high quality
                    opportunities in our pipe line highlights that we can
                    successfully add to this business line profitably and
                    successfully in a challenging interest rate and product
                    design environment. At the same time we continue to decrease
                    our concentration overall in the fixed annuity product. As
                    always this is part and parcel of our philosophy -- focusing
                    on quality opportunities rather than merely the quantity.
                    Interest spreads earned on out financial solutions business
                    were 165 basis points for the quarter, as compared to 153
                    for the fourth quarter of the last year. This increase in
                    our spread is due principally to a reduction in crediting
                    rates on our overall bulk fixed annuity business. Despite
                    changes in interest rates throughout last year, our product
                    selection coupled with asset liability and investment
                    capabilities have produced very stable spreads. In our
                    international business premiums in the quarter were
                    approximately 28 million up from 25 million in the same
                    quarter last year. Out international business is growing
                    very nicely and supports significantly wider margins than
                    some of out North American businesses. In addition the non
                    US markets are experiencing some of the same capacity
                    constraints that we see in North America, which we believe
                    present significant growth opportunities for us, as well as
                    improved pricing and terms in the market. The acquisition of
                    the business we acquired from ERC late last year performed
                    from a financial point of view in line with our expectations
                    for the quarter, and the transfer of the ERC Life business
                    to the Scottish Re platform continues to proceed on an
                    orderly basis. Since the closing of the transaction on
                    December 22 2003, several enhancements to our organizations
                    infrastructure has been made to accommodate this additional
                    book of business. These enhancements include an updated
                    claims data base and account management system, mapping of
                    electronic and paper data feeds from ceding companies and a
                    new actuarial system to handle specifically individual
                    session business that came with the ERC life block.
                    Investment management services were moved to Scottish
                    control at the end of December last year, and transition of
                    claims processing occurred to the Scottish platform as of
                    the first of April 2004. Transition of many of the other
                    financial administrative functions


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                    are also on or ahead of the schedule, and our expectation
                    that the final transition task will be completed by mid
                    August which we asses, in additional 45 days in the event of
                    unforeseen events before agreement with ERC to provide
                    transition services expires.

                    Now lets turn out our attention at this point to earnings
                    guidance for 2004. Our efforts to further build the business
                    of Scottish Re in 2004 will continue to pave the way for
                    substantial increases in the three key financial measures by
                    which we measure our success as an organization. Those are
                    our growth and operating earnings per share, growth in book
                    value per share and increasing returns on equity. And as you
                    may know, our expectations for 2004 are consistent with
                    those objectives. The headlines, just to remind you for 2004
                    are, year over year Operating EPS growth of 70 percent, a 11
                    percent year of year book value per share growth and
                    expansion of our return on equity to a 11.5 percent. A
                    comment that I would like to make with respect to the
                    principle differences between the consensus as to make a 46
                    cents per share for this first quarter and our published
                    number of 45 cents are, number one, slightly higher actual
                    diluted share account -- account it for about one penny of
                    difference between the consensus and what we reported. And
                    number two, higher opex due to foreign currency fluctuations
                    during the quarter accounted for one penny as well. Now let
                    me come back to some of the details driving the headlines of
                    our earnings guidance. Let's begin by looking at our revenue
                    expectations for 2004 again. Using -- the 2003 total revenue
                    of 557 as a point of reference, as we told you in the past,
                    we expect that Scottish Re's total revenues for 2004 would
                    grow approximately 50 to 60 percent to approximately $835 to
                    $890 million. Driving the revenue increases the growth and
                    earn premium of approximately 54 to 56 percent over 2003 is
                    392 million value and growth and investment income of 55
                    percent over 2003's number. As you can infer from that break
                    down we expected our earned premium would represent
                    approximately 69 or 70 percent of total `04 revenue with
                    approximately 29 to 30 percent represented by investment
                    income. Using Moody's credit default models, we expect that
                    our bond portfolio will produce realized losses in the range
                    of seven to ten million dollars which is based on the bond
                    portfolio size and the weighted average of Moody's default
                    score that ties out to our various bonds. It's been
                    obviously a little bit different in this quarter where we
                    had a net gain but nonetheless this is the guidance that we
                    continue to provide. While, this number that we are
                    providing -- it's greater than the 4.4 million realized loss
                    on investments that we reported in 2003 relative to the size
                    of the investment portfolio these expected bond losses are
                    trending you know, it's much lower relative to `02 and `03
                    results. We expect also to report the income of
                    approximately 10 to 15 million for 2004. Of the revenue
                    growth we expect to report in 2004 approximately 55 percent
                    of the total revenue be driven out of our North American
                    traditional solutions mortality risk transfer business. 24
                    percent from our North American financial solution business
                    and 20 percent from our international business. For those of
                    you who have followed us for sometime are typical business
                    contributions put in the past, it's been a long line of 35
                    percent from traditional, 35 percent from the financial
                    solutions business with the balance coming from the
                    international business. However our acquisition of ERC Life
                    along with many of the opportunities we see in the
                    traditional mortality business are skewing our source of
                    earnings for 2004. However, we do expect that our
                    international business will continue to grow over the next
                    three to five years and represent approximately 50 percent
                    of the group profits over that time frame. We expected our
                    North American traditional business will originate as I
                    mentioned before 65 to 70 billion of new business which
                    represent an increase of about 18 to 27 percent over 2003's
                    originations. In our financial solutions business, we have
                    also indicated that we expect 2003 slower growth volume
                    would not necessarily persist as some potential customers
                    who may not have pulled the trigger in 2003, we evaluate the
                    situations and pursue reinsurance solutions that were tabled
                    in 2003. We expect that GAAP reserves in this product line
                    will increase during the course of `04 by approximately 1.5
                    billion which represents an increase of approximately 15
                    percent over the 1.3


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                    billion of growth in our financial solutions GAAP reserves
                    in 2004. In addition it's important to know that our largest
                    financial solutions relationship continues to decrease as
                    our percentage of our total GAAP reserves and in the past
                    six months this relationship has decreased from 60 percent
                    of our overall financial solutions reserves to less than
                    fifty percent of our financial solutions reserves as of
                    March 31, 2004 and we fully expect that decrease will
                    continue throughout the year. In terms of operating expenses
                    as we mentioned before we continue to leverage our group
                    infrastructure in our efficient business model, so it really
                    should come as no surprise that our opex to total revenues
                    ratio will continue to decline as the company grows. If you
                    recall the trend that we have exhibited over the past few
                    years, has gone from an opex ratio in 2002 of 7.37 percent
                    to 5.7 percent in 2003, to 5.6 percent for the trailing
                    twelve months ended march 31, 2004. And we fully expect
                    that, that ratio will continue to slowly decline to a range
                    for the year of 2004 -- a range of 5.3 percent to 5.5
                    percent for the year 2004. Finally the resulting operating
                    earnings per share that we would expect to report for year
                    ended 2004 has not changed and continues to be in the range
                    of 2.10 to 2.30. So we are reaffirming guidance. Well our
                    earnings in the calendar quarter -- is so much seasonal as
                    the (indiscernible) has grown -- the ramp-up in seasonality
                    is becoming less pronounced than was observed in the prior
                    years. And on a quarterly basis, our 2004 operating EPS
                    ramp-up should follow the following pattern. For Q2, twenty
                    two to twenty four percent, twenty four to twenty six
                    percent in Q3 and twenty eight to thirty percent in Q4. Once
                    again just to summarize all of that extensive guidance.
                    Operating EPS growth of seventy percent year over year.
                    Eleven percent book value per share growth, year over year
                    and return on equity improvement to 11.5 percent. And our
                    long term guidance continues to support a minimum of twenty
                    percent annual operating EPS growth for the next three years
                    as well as achieving a fifteen percent return on equity by
                    2006. I would like to conclude the prepared remarks on
                    today's call by saying that all of us at Scottish are very
                    excited about the prospects for 2004 and beyond. And the
                    quality of the results that we have reported today reflect
                    the enhancements we continue to make in our business model
                    our professional team and our commitment to building overall
                    shareholder value. And now at this point we will open up for
                    your questions -- operator? Operator we can open up for
                    questions.

Operator:           Okay, thank you.

Scott Willkomm:     Thank you.

Operator:           If you have a question at this time please press the "1" key
                    on your touch-tone telephone. If your question has been
                    answered or you wish remove yourself from the queue. Please
                    press the "#" key and if you are using a speaker phone
                    please lift the hand set. I am showing our first question
                    comes from Al Capra, with Oppenheimer.

Al Capra:           Good morning everybody. We usually talk about mortality
                    trends a lot but not persistency or (lapsations) -- so
                    curious to know how your -- your lapses have been versus
                    pricing -- both this quarter and historically.

Scott Willkomm:     Al, I am going to ask Cliff Wagner our group Actuary could
                    give you a little color on that point.

Cliff Wagner:       Yeah well. As far as our persistency goes on the book --
                    it's right above what we have expected it to be. I mean it's
                    still fairly early in the block of business to feel out of
                    movement -- in -- in persistency but -- but it's trending
                    along about as expected.

Al Capra:           Okay and just one quick follow up -- or additional question
                    and that is, could you talk about -- what sort of business
                    you wrote this quarter. Perhaps a touch on the pipe line and
                    any new clients that you might have added thus quarter.


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Scott Willkomm:     You know, it's funny because when we are sitting around the
                    other day putting this -- our comments for the call
                    together. We have actually stopped counting the number of
                    new clients because since we acquired ERC we are now
                    reinsuring, -- really substantially all of our major target
                    companies -- if you will in -- in the top sixty North
                    American companies. So we -- we added a handful of new
                    clients. New names in the first quarter but less of the
                    growth is driven by adding new clients, more of the growth
                    is driven by deepening the relationship with existing
                    clients. So part of that is increasing the number of
                    programs or pools that we might be included in -- and in
                    some cases changes or shifts in pool size. We have been
                    doing a lot more (YRT) business, than co-insurance business
                    over the recent period. And that's probably something we
                    would expect to continue -- you know, it's not -- I don't
                    think it's an episodic type trend, and that's -- I think the
                    principle -- you have difference if you have long term sort
                    of trending difference that we would see in the types of
                    products that we are writing. So, the products that we are
                    writing now are virtually identical in other than that --
                    you know, shift -- slight shift towards more YRT than
                    co-transactions -- you know, that types of products are
                    pretty much the same. There is not a whole lot of innovation
                    in the term life business right now.

Al Capra:           And just in terms of the shift to YRT from some of the
                    co-insurance agreements -- what implications does that --
                    that have on the business you write in terms of the capital
                    needed to support it -- in turn some of the returns you
                    generate?

Cliff Wagner:       Now, the -- this is Cliff, the returns we expect on the
                    businesses are pretty much the same for the YRT as it is
                    with the co-insurance but, the capital required -- you know,
                    from a risk based capital level are the same to the reserves
                    -- you know, clearly they aren't the -- you know, the high
                    statutory stream.

Scott Willkomm:     In general, more -- YRT tends to be more capital efficient.
                    But, the RBC underlying it is the consider --. Cliff Wagner:
                    Right, as this states mostly on the net amount at risk and
                    then move toward the -- the YRT I mean, it's a relative move
                    towards YRT that is to happening as companies have been
                    re-pricing their -- their permanent portfolios where we
                    don't take any of investment risk and but we will -- but we
                    will reinsure the mortality component on a (YRT) basis.

Al Capra:           Okay. Thank you .

Cliff Wagner:       Welcome.

Operator:           Our next question comes from Andrew Kligerman with UBS
                    security.

Andrew Kligerman:   Thanks a lot, Good morning. I just kind of have a few
                    questions. At first I just want to make sure I understand
                    the opex ratio, is that the operating expense line on page
                    six and seven divided by the total revenues?

Scott Willkomm:     On a trailing 12 month basis.

Andrew Kligerman:   Okay. If -- if I just look at it for this specific quarter
                    in time and it looks like it's -- you know, north of seven
                    percent in the quarter. If there is -- was there something
                    unusual that I missed that -- that would drive it up a lot
                    on a one time basis or is it just accruals and so forth from
                    time to time that cause it to jump around?


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Elizabeth Murphy:   I think that -- you are probably calculating that including
                    in revenue would be impact of DIGB36. If you take that out
                    the percentage does pull to I think marginally below a 7
                    percent.

Andrew Kligerman:   Right.

Elizabeth Murphy:   I'm just also remember that our revenue does tend to ramp up
                    half past of the years from quarter to quarter with Q1 being
                    the lowest revenue.

Andrew Kligerman:   I see.

Scott Willkomm:     Yeah, that's why Andrew when -- because we do have that
                    seasonality element. And there is a some seasonality in the
                    pattern of opex that some expenses are accrued -- you know,
                    straight line over the year, as opposed to input, -- you
                    know, reference to the growth in revenue. So, that's why we
                    always tend to look from a -- management reporting and
                    measurement stand point on a trailing 12 months basis.

Andrew Kligerman:   That makes sense.

Scott Willkomm:     Truth be told, last quarter and in prior quarters we didn't
                    have the expenses associated with ERC. Yes, that is the one
                    item we did have about a penny of share -- less in operating
                    earnings because, both the Dollar-Euro and Dollar-Sterling
                    relationship slid significantly from December through the
                    end of the quarter as well. So, -- so we -- as I say in my
                    earlier comments we left about a penny you know, from
                    foreign exchange fluctuations there as well. And I think
                    that it's probably fair to say though, that on a go forward
                    basis there were a handful of expenses in the quarter and
                    nothing you know, to write home about that -- are probably,
                    I wouldn't characterize them as non recurring but there is
                    some what episodic and on a go forward basis the -- the 12
                    million level is -- something that I had -- we reasonably
                    expect to see throughout the course of the year. I think the
                    key thing for us is opex on a relative basis. And that I
                    think is where we continue to add margin points, as we
                    manage opex on a relative basis.

Andrew Kligerman:   So -- it's twelve million. You know I mean, want to look at
                    the ratio but twelve million is probably a consistent number
                    to expect.

Scott Willkomm:     Yeah, I think that's probably fair to say.

Andrew Kligerman:   And anything worth noting on that sort of episodic expenses
                    or just -- a lot of little stuff?

Scott Willkomm:     No, it's little -- drifts and drags like quite frankly --
                    yeah, we added a couple of new folks to our teams through
                    out the organization first of the year. Folks we had been
                    seeking to hire in late `03 but they started effectively,
                    the beginning of `04 -- you know, truly -- you know sort of
                    little bits of drifts and drabs.

Andrew Kligerman:   And then the tax, the tax rates. It jumped up to a little
                    more of a seven percent versus what we would had felt was a
                    run rate of three or four percent. Can you -- can you talk
                    about the -- (indiscernible).

Scott Willkomm:     Yeah, the principle -- the principle relationship with the
                    tax rate is ERC -- because we think we are accruing tax at a
                    about thirty five percent of rate in the first quarter for
                    ERC. There -- there are some, you know what tax planning
                    initiatives that we will be implementing over the course of
                    the next couple of quarters. And I think on an annual basis,
                    you will probably see that overall number come down. So I
                    think what we have there is a timing difference.


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Andrew Kligerman:   Okay, and then lastly just an -- interesting observation --.
                    We have been looking at this annualized premium -- relative
                    to average enforced was 37 -- basis point for
                    (indiscernible) was the employers re-transaction, it's come
                    down to twenty six basis --. It was just interesting in that
                    -- besides ratio potentially, tell me that you got younger
                    lives with this ERC transaction or is the ratio not that
                    useful --.

Scott Willkomm:     I am not sure in all candor, I am not sure it's terribly
                    just positive because the mix of business -- yeah, when you
                    look at premiums overall. I am not certain exactly how you
                    are preparing that number. But premiums overall are
                    influenced not merely by US mortality block but also by our
                    non US block which has an entirely different basis. And also
                    the mix of business in the mortality block in the states.

Cliff Wagner:       The ERC block if you remember was primarily pre XXX business
                    -- that would have been priced that low premiums for
                    (indiscernible) any way.

Andrew Kligerman:   Uh-huh..

Cliff Wagner:       And a lot of way (indiscernible) business.

Andrew Kligerman:   I see. But no demographic really that difference.

Cliff Wanger:       On a demographic (indiscernible) on the business that were
                    writing today -- a new business looks a lot likely
                    (indiscernible).

Andrew Kligerman:   The ERC.

Cliff Wagner:       It looked alike -- like what we have been writing -- for the
                    last couple of years.

Andrew Kligerman:   Okay, thanks Cliff. Take care thank you.

Scott Willkomm:     Thank you.

Operator:           Our next question is from Jeff Schumann, from KBW.

Jeff Schumann:      Good morning. First let me talk a little bit about SOPO3 --
                    did it impact your financial at all. And does it trade
                    market opportunities for your (indiscernible) -- the primary
                    companies reports this quarter -- some of them that haven't
                    re-insured secondary guarantees. You know, that kind a
                    negative impact on other companies and other companies you
                    know, had used reinsurance to really avoid any impact and
                    were pretty glad that they did. So what -- is that an
                    opportunity for you?

Elizabeth Murphy:   It certainly didn't impact our quarter, Jeff. We didn't
                    refer to it in our 10K. But we didn't expect it to have a
                    material impact -- and it hasn't.

Jeff Schumann:      Right.

Scott Willkomm:     And we really don't like the secondary guarantee business,
                    Jeff.

Cliff Wagner:       Now we currently don't -- don't re-insure or any of the
                    secondary guarantee business.

Jeff Schumann:      Is that a capital issue or a risk issue a profitability
                    issue or --.

Scott Willkomm:     Only about is it true that we (sold) all the above in many
                    respects.


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Jeff Schumann:      Fair enough, and I didn't catch -- what you had given for
                    the international premium comparison, it was 28 versus what?

Scott Willkomm:     28 versus 25.

Jeff Schumann:      28 versus 25, okay. So that has slowed I guess a little bit
                    from -- from the early --.

Scott Willkomm:     Actually I wouldn't say it's slow Jeff you know, a couple of
                    things on the fourth quarter was, you know quite a
                    substantial quarter for a number of reasons. Secondly, and
                    probably more importantly, we have been working over the
                    past years to call the portfolio little bit and get out some
                    of the -- under performing transactions which since it --
                    most of the book is you know, annual business, we have been
                    able to do that, and this is the first quarter in some cases
                    where you have seen that because there is couple other
                    things that -- couple of transactions that we didn't like
                    the pricing on, we requested pricing increase and the ceding
                    company was not willing, so they pursued other routes. Then
                    you see obviously the premium decline as a result of that.
                    So, rather not take on -- you know, business without the
                    proper pricing increase as necessary. So, I think that's
                    your principle difference there. So, the quality of the
                    earnings goes up although you know, I mean we don't mange
                    our business on a top line basis, we manage it on a
                    bottom-line basis.

Jeff Schumann:      Got you. And lastly, I was wondering about you know, how you
                    would suggest when we think about securitization at this
                    point. There is one large primary company that has completed
                    a securitization that's probably -- its going to be more
                    visible in the next couple of weeks. Is that something you
                    view as an opportunity because it creates kind of new
                    financial opportunities, source of capacity for you or is
                    that a threat?

Scott Willkomm:     I think -- you know, I think there are couple of ways to
                    view it. First of all, it's no secret that you know, for a
                    good portion of 2003, we have spend a lot of internal time
                    and work with some external experts as well to
                    dimensionalize the characteristics of our book of business
                    and you know, looked at a number of different ways as you
                    can imagine every investment banker in town has been to
                    visit us at least a few times to talk about alternative
                    forms of securing statutory strain deed on XXX on some other
                    you know, source of strain. So, you know, we have actually
                    invested an awful lot of time looking at that in 2003. I
                    think you know, generically speaking, it allows us to be
                    substantially more efficient in terms of how we utilize our
                    core capital be at equity and near equity and indebtedness.
                    And when we talked about being more efficient it brings our
                    overall cost of capital down in the light so, suffice to say
                    we are looking at a lot of those things pretty actively.
                    These are not types of transactions that happen everyday
                    although I think we will see you know, over the course of
                    the next 12 to 18 months in general maybe about half a dozen
                    to a dozen at the outside happening be it in a primary or in
                    the reinsurance phase. So, I think it does provide some
                    opportunities to enhance margins, if you can bring down, you
                    know, the incremental cost of capital. So, that obviously
                    when we see opportunities like that we invest time and
                    energy to pursue them if they are appropriate for us.

Jeff Schumann:      Okay. Thanks a lot Scott.

Scott Willkomm:     Yeah.

Operator:           Our next question is from John Hall from Prudential.

Roger Smith:        Hi, this is actually Roger Smith in. I just got a couple of
                    questions. Can you talk -- I mean demands for the product
                    still seems very strong. Could you tell us -- do you think
                    that demand is accelerating or kind of staying the same that
                    you have seen in the last couple of years. And then it seems
                    like it's really strong on the traditional side, do


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                    you think that financial interest side is going to pick up
                    and then lastly do you see any reasons why or new products
                    that would cause the demand to increase it that weren't in
                    your thinking maybe last year?

Scott Willkomm:     With -- you know, with respect of the demand on the
                    traditional side. We -- I think traditional demand is strong
                    although traditional demand is not growing nearly as that as
                    I did say. If you look -- you know, eight years in the past.
                    Because you had both the combination of overall growth with
                    the ordinary life business but also the amount or the
                    cession rates if you look at the percentage of new business
                    that was reinsured increased dramatically during that
                    time-frame. I think that -- you know, it's fair to say we
                    will see some modest growth -- it will probably track the
                    overall growth of the overall ordinary business -- maybe a
                    little bit ahead of that cause some penetration, cession
                    rates may modestly change over the course of the next few
                    years which I think more pronounce Roger is the -- excuse
                    me, the supply side of the equation, the life reinsurance
                    business on a global basis clearly in US is a consolidating
                    business. I think that we are witnessing that and we will
                    continue to witness that for a period of time. So, I think
                    you are going to see more concentration in some respects of
                    market share in the top five reinsurer serving the market
                    and most everyone else will be participating sort of in
                    modest amounts. So, I think what we are seeing is that a
                    significant contraction in the near term of available
                    supply, will there be some new entrants? No question. There
                    will be come new entrants. Although I am very confident that
                    the likely new entrants and I am not saying there -- you
                    know, half a dozen, I think it might be something you count
                    on -- you know, couple of fingers, will come into the market
                    in a fairly disciplined pricing and capital utilization
                    faction. So, it won't be -- you know, driving pricing and
                    risk acceptance in adverse direction. I think with respect
                    to financial solutions -- I mean I think it's fair to say
                    that we are not as fond of the pure spread business --
                    stereotypically speaking because many of the behaviors of
                    ceding companies have been inconsistent with earning a
                    proper return on the capital of risk in that business. So,
                    if you see we have done very, very little bit of that. I
                    think that as we see -- you know, interest rates trending
                    upwards you may see the opportunity of more interest
                    sensitive in force blocks coming -- you know, to the floor
                    if you will. But, you know, I don't think sort of a new
                    business side of things will be -- you know, an outrageous
                    driver and we have quite frankly been trying to balance or
                    moderate the amount of spread with we have relative to the
                    over all mortality risk that we have. So, and at this point
                    in time, you know, while there are a lot new products that
                    create opportunity to reinsures, most of them in all candor,
                    we are not too fond of, the ones that will produce
                    potentially high volumes like long term care products -- you
                    know, for example comes to mind and some of that has to do
                    the manner in which the products are designed, the manner in
                    which they are sold and you know, quite frankly there is a
                    lot of fogginess with respect to risk assessment in terms of
                    -- you know, a reinsurer taking on that type of risk in
                    recent out opinion so, those types of things have not been
                    factored into our thinking in terms of providing near term
                    and longer term values. Quite frankly there is enough
                    growth. Our opportunity both top-line and bottom line
                    opportunity in the core businesses that we currently
                    participate in.

Roger Smith:        Great, thanks and then I have one follow-up -- I -- on the
                    supply side, I agree significant contraction but, what would
                    cause a lot of new entrants into the business and what do
                    you think would happen to cause in to be irrational. I mean
                    what could possibly disrupt --

Scott Willkomm:     A lot of new entrants come into the business when life re
                    gets paid five times book and I think that quite honestly
                    that was a driver, some of the -- the multiples that were
                    paid in contacts and merger and acquisitions activity in the
                    late 1990's was some what of a motivating influence, I think
                    that most of the companies that came into the market in the
                    late 90's were doing so, a little bit sort of mortgaging
                    their future in some respects.


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Scottish Re

                    Most of the companies that came into the market were non US
                    companies, who could, through their corporate structure,
                    secure a lot reserves strength to short term (indiscernible)
                    credit facilities, which is something we have not done
                    (indiscernible) a period. We don't believe that, that's
                    prudent asset liability management. But, I think what would
                    happen -- what would need to happen today would be quite
                    frankly -- you know, to -- get a lot of people to come into
                    the market is -- you know, I think it would be a more
                    (indiscernible) to the life re-experience which in all
                    candor I don't think it's necessarily what's in the cards
                    over the near term at Vegas, I think that what always causes
                    a rational pricing is too much capacity. It's the case in
                    the life business, it's the case in the (P&C) business. And
                    I think the difference between and life and P&C it was
                    (indiscernible) and the magnitude of capital needed to
                    secure the risk that are taken in the light business, long
                    duration was is entirely different from what most of the
                    potent P&C business are confronted with. And you'll see a
                    couple of, I think, thoughtful competitors and that's not a
                    wishful thought. That -- that's somewhat of an informed
                    thought. People coming into the market are not interested in
                    riding business at an 8 or 9 percent IRR. People are coming
                    into the market today or writing the business today at
                    proper IRRs, that whether they return to shareholders or
                    just return to the overall enterprise, the types of returns
                    that this risk demands. And as you know we've always used a
                    15 percent level as a -- you know, as a hurdle rate for us
                    to try to get over as we look at business. And I think
                    that's, you know, a prudent type of approach to takes. So
                    I'm not sure if that answers your question entirely, but
                    it's somewhat of a subjective view of why people enter
                    markets.

Roger Smith:        No, Scott. That's was great. Thanks very much.

Operator:           Our next comes from Ned Davis from (indiscernible).

Ned Davis:          Yes, good morning. Scott, I know you sort of touched on this
                    indirectly, but if you hit your guidance for this year of a
                    mid point or so of your guidance, could you just sort of
                    outline again what you think the capital structure would
                    look like at the end of the year in terms of you know, the
                    different sources you would tap including your excess
                    capital today? Give us an update on that?.

Scott Willkomm:     Yeah, well, I think that -- as we've said in the past, we
                    didn't expect based upon where we see the company go, we
                    didn't particularly expect to see ourselves in the equity
                    market in 2004. We -- you know, we made to the extent
                    appropriate within our -- with our -- within our leverage
                    guidelines incrementally add to our -- you know, to our
                    capital structure by adding perhaps some indebtedness. And
                    as you may recall, we try to manage around a 20 percent
                    debt-to-cap level overall, which is probably a little bit
                    more conservative than some of our competitors. So, you
                    know, our -- I would think that, you know, based upon, you
                    know, sort of the question you're asking, the capital
                    structure doesn't look terribly different than the capital
                    structure that we have today, other than perhaps some
                    incremental additions on the fixed income side of the
                    capital structure. And, yeah, I think it's pretty
                    straightforward. Our need or desire to raise equity or near
                    equity, if you will, is something that will likely be event
                    driven. And you know, with all of the consolidation going on
                    in our business right now, it would not be entirely
                    surprising that an event does come to roost, but that would
                    be the catalyst and at that point in time obviously
                    shareholders would have the opportunity to judge whether
                    they thought it was an appropriate utilization of capital,
                    so.

Ned Davis:          Okay. One other thing. You've set this sort of goal for `06,
                    I think it is a 15 percent return. Is that -- that's on
                    beginning equity or average equity?

Scott Willkomm:     They would be at average equity.


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Scottish Re


Ned Davis:          Average equity. And I'm just asking you, I guess, what's
                    implicit in that with regard to two of the variables? One,
                    the operating expense ratio approximately and secondly, the
                    tax, the effective tax rate for GAAP --

Scott Willkomm:     Implicit in that is -- we've -- I think we've given a little
                    bit of guidance on this in the past, but just to re-mention
                    that, OPEX ratio will probably be somewhere in the high
                    fours, all things being equal. Eventually, you get to a
                    diminishing return where you're penny wise and pound foolish
                    in all candor. Tax rate will probably trend up, not
                    necessarily from where it is right now because I think that
                    we may have explained it's a little bit higher due to some
                    effect of the ERC transaction in the first quarter, but we
                    would certainly expect that that would trend higher to the
                    higher single digits which we think is a reasonable long
                    term sustainable level for us based upon how we ride our
                    business and the overall corporate structure of the
                    enterprise.

Ned Davis:          Okay, thank you.

Scott Willkomm:     Yeah.

Operator:           Again, if you have a question, please press the one key on
                    your touch-tone telephone. I am not showing any further
                    questions at this time.

Scott Willkomm:     Well, thank you, everyone for joining us today and we look
                    forward to speaking with you over the course of this quarter
                    and in three months' time. Thank you very much.


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