Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                         Page 1

                          Second Quarter Earnings Call
                            Scottish Re Group Limited
                                 August 5, 2004
                                   11:00 a.m.
                              Host: Scott Willkomm

Operator:         Good day, ladies and gentlemen, and welcome to the Second
                  Quarter Earnings Conference Call. At this time all
                  participants are in a listen-only mode. Later we will conduct
                  a question and answer session and instructions will follow at
                  that time. If any one should require assistance during the
                  conference, please press "*" then "0" on your touch-tone
                  telephone. As a reminder, this conference call is being
                  recorded. I would now like to introduce your host for today's
                  conference Mr. Michael French, Chairman and CEO of Scottish
                  Re. Mr. French, you may begin your conference.

Michael French:   Thank you, operator, and good morning everyone and welcome to
                  the Scottish Re Group Second Quarter Conference Call. We will
                  begin the call with comments 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 take your questions. There will be a recording of this
                  call available after 3 o'clock this afternoon running through
                  August the 19th, and instructions on how to access that replay
                  were included in today's earnings release.

                  In addition, you can also get a replay of the call on our
                  website at scottishre.com. Now before we begin the financial
                  overview 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 that forward
                  looking statements are not guarantees and that the actual
                  results could materially different from those expressed or
                  implied. At this time, I'm going to turn the call over to
                  Scott Willkomm to discuss our financial results and operations
                  for the quarter, Scott.

Scott Willkomm:   Good morning everyone. Scottish Re this morning reported that
                  income from continuing operations for the quarter ended June
                  30th 2004 was $27.6 million or 74 cents per diluted share as
                  compared to $9.3 million or 33 cents per diluted share for the
                  prior year period. Income from continuing operations for the
                  six months ended June 30, 2004, was 37.6 million or $1.1 cent
                  per diluted share compared to $16.7 million or 59 cents per
                  diluted share for the prior year period. Net operating
                  earnings were $17 million or 46 cents per diluted share for
                  the quarter ended June 30 as compared to 12.5 million or 44
                  cents per diluted share for the prior year period. Net
                  operating earnings were $33.6 million or 90 cents per diluted
                  share for the six months ended June 30 2004 as compared to
                  21.9 million or 70 cents per diluted ordinary share for the
                  prior year period. Net operating earnings is a non-GAAP
                  measurement. We determine net operating earnings by adjusting
                  gap income from continuing operations by net realized capital
                  gains and loses in the change in value of embedded derivatives
                  as adjusted for the related effects upon the amortization of
                  deferred acquisition cost and taxes.

                  While these items may be significant components in
                  understanding and assessing the company's consolidated
                  financial performance the company believes that the
                  presentation of net operating earnings enhances the
                  understanding of its result of operations by highlighting
                  earnings attributable to the normal recurring operations of
                  its business. However, net operating earnings are not a
                  substitute for income from continuing operations determined in
                  accordance with gap. Net income for the quarter amounted to
                  27.6 million or 74 cents per diluted share as compared to 7.9
                  million or 28 cents per diluted share for the prior year
                  period. Net income for the six months ended June 30 amounts to
                  37.6 million or $1 per diluted share as compared to 15.1
                  million or 53 cents per diluted ordinary share for the year
                  period. Total revenue for the quarter increased to 228.8
                  million from 129.5 million for the prior year period, which
                  represents an increase of 76 percent. Total revenues for the
                  six months




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                         Page 2

                  ended June 30, 2004, increased to 408 million from 226.4
                  million for the prior year period, an increase of 80 percent.
                  Total benefits and expenses increased to 203.4 million for the
                  quarter from 120.3 million, an increase of 69 percent. For the
                  six months ended June 30, 2004 June 30, 2004 total benefit and
                  expenses increased to 371 million from 209.4 million, an
                  increase of 77 percent.

                  The increases in both total revenues and total benefits and
                  expenses were principally driven by the acquisition of
                  Scottish Re Life Corporation, which is previously known as ERC
                  Life. And growth in the company's reinsurance business in
                  North America as well a growth in investment income to the
                  increase of our invested asset base. ERC Life added
                  approximately 33 million of premium this quarter and 78
                  million of premium in the year to day period. The companies
                  total assets were approximately 6.9 billion as of June 30,
                  2004. The core investment portfolio, which includes cash and
                  cash equivalents but not including funds with held interest,
                  totaled $3 billion, at an average quality rating of AA minus
                  and effective duration of 3.5 years and a weighted average
                  book yield of 4.1 percent. This compares with a portfolio
                  balance of 2.4 billion, an average quality rating of AA minus
                  and effective duration of 3.9 years and an average book yield
                  of 4.5 percent as of December 31, 2003. Funds with held
                  interest amounted to $1.5 billion, at an average quality
                  rating of A- an effective duration of 4.9 years and an
                  weighted average book yield of 6.3 percent as of June 30,
                  2004. This compares with an average quality rating of A-. An
                  effective duration of 5.1 years and an average book yield of
                  6.3 percent as of December 31, 2003. The market value of the
                  funds with held interest amounted to 1.5 billion as of June
                  30. Investment losses, which are before taxes but include the
                  amortization of the deferred acquisition cost, totaled 1.7
                  million in the quarter and 266,000 since the beginning of the
                  year. The quarter and year to date impairment losses amounted
                  to about a $100,000 and $2 million respectively. During 2003,
                  the company adopted DIG B36, which requires us to account for
                  a modified co-insurance contracts on a fair value basis. The
                  change in fair value of the derivative for the quarter
                  amounted to a gain of 14.6 million net of related amortization
                  of deferred acquisition costs. The gains of the year to date
                  period amounted to $6 million. Changes in the value of this
                  derivative are caused by changes in interest rates, and/or
                  credit spreads.

                  During this quarter and the year to date, the gain has risen
                  principally because of the decrease or the increase in
                  interest rates. Going forward, we would generally expect to
                  experience a gain, as interest rate rise and a loss if they
                  fall. On a longer-term basis, the value of the embedded
                  derivative will trend towards zero. As discussed earlier, the
                  change in this value is excluded from operating earnings and
                  does not impact the economics of these contracts. Due to the
                  impact of rising interest rates and it's resulted effect on
                  the unrealized life loss position of our portfolio. We saw a
                  decline in book value per share during the quarter to $18.66
                  cents from $18.73 cents as of December 31, 2003. Excluding the
                  impact of FAS 115, book value per share amounted to 1917 per
                  share in comparison with 1851 per share as of December 31,
                  2003.

                  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
                  as to how we measure that progress. We will start with our
                  traditional solution's business. Our traditional solutions
                  business provides mortality risks transferred capacity
                  targeting the top life insurance companies in North America.
                  We are very well established in this market and currently
                  provide reinsurance capacity to over 75 percent of the top
                  North American life companies. We have excellent working
                  relationships with our client and are benefiting from the
                  scarcity of life reinsurance capacity in the market. As of
                  June 30, 2004, the company had approximately $298 billion of
                  life re-insurance in force, covering 7.4 million lives with an
                  average benefit per life of $40,000 in our North American
                  operations. As of June 30, 2003, the company had approximately
                  90.4 billion of life re-insurance in force in it's North
                  American activities, covering 1.8 million lives with an
                  average benefit per life of $50,000. During the quarter, we
                  originated approximately $14 billion of new traditional life
                  re-insurance from existing and new clients. On a year-to-days
                  basis, we have originated approximately $27 billion. Our
                  production goal for 2004 in




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                         Page 3

                  the 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 favorable as well, with actual experience in
                  the second quarter of the year at approximately 98 percent of
                  expected levels. Since inception of the traditional solutions
                  business in 2000, mortality is at 94 percent of its expected
                  levels on a cumulative basis. In our financial solutions
                  business, we measure progress by measuring the GAAP reserves
                  we hold on our balance sheet.

                  Reserves for the financial solutions business line increased
                  modestly to $3.3 billion as of the end of the quarter in
                  comparison with $2.9 billion as of the end of 2003. As we have
                  said in the past, we have been selective in re-insuring
                  additional fixed annuity business due to the current interest
                  rate environment and what we perceive to be non-economic
                  pricing decisions that are prevalent in the primary market.
                  Well, there are select group of (seeding) companies and
                  products in the fixed annuity space that we might consider
                  re-insuring today. We have only in this quarter, re-insured a
                  new block of business in the fixed annuity space. This is the
                  first fixed annuity re-insurance transaction that we have
                  completed since last year. In addition, we have been working
                  to emphasize other types of interest sensitive products such
                  as disabled life reserves, universal life and structured
                  settlement products. Interest spreads earned on our financial
                  solutions business widened again this quarter, modestly to 167
                  basis points from 165 basis points last quarter and 153 basis
                  points for the fourth quarter of 2003. The increase in our
                  spread this quarter is the net effect of a three basis point
                  decrease in the yield and a five basis point decrease in
                  crediting rates on these transactions. Despite changes in
                  interest rates, our product selection coupled with disciplined
                  asset liability and investment management capabilities have
                  produced very stable spreads.

                  At this point, I would like to talk a little bit about asset
                  liability management at Scottish Re and the effects of changes
                  in interest rates on the company and it's business. From June
                  2001 to June 2003, the seven-year swap rate dropped from six
                  percent to three percent. Since then, that rate has risen to
                  4.7 percent and it's generally expected to rise further. With
                  this kind of volatility, it's important that Scottish Re do a
                  good job of asset liability management in order to protect the
                  earnings power and economic value of the company from undue
                  exposure to changes in the interest rates. Of our 4.4 billion
                  of investments, approximately four billion back liability is
                  generated in our re-insurance business. Our first line of
                  defense is managing the duration of investments to track
                  closely the duration target set for the liabilities. Although,
                  we do not control this 1.6 billion of assets under modified
                  co-insurance treaties, we include those assets and liabilities
                  in our enterprise duration management process. And as of June
                  30, 2004, our duration GAAP was only 0.16 years. We set
                  duration targets from the bottoms up. Were the portfolio
                  segment backing each asset intensive re-insurance transaction,
                  we engineer the maturity structure and sector allocation that
                  produces the most attractive and stable profits when combined
                  with the liability. The duration of that model portfolio
                  becomes the target duration for the portfolio segment backing
                  the liability. We update targets periodically for in force
                  business using fresh policy level data and updated interest
                  rate assumptions. Management of the $2.6 billion backing fixed
                  deferred annuities requires careful modeling of the assets and
                  liabilities under multiple interest rate scenarios to take the
                  count of interest sensitive cash flows.

                  Fixed annuities give customers two valuable options. One,
                  customers can surrender their policies for accounts value
                  minus a surrender charge that grades down to zero typically
                  over six years. As the surrender charge declines, the benefit
                  of surrendering rises when the crediting rate is significantly
                  lower than the new money rate available and a tax-free
                  exchange for a new annuity. As rates rise, shortening
                  portfolio duration is helpful because it provides funds for
                  paying surrenders and may provide excess cash flow for
                  reinvestment at higher yield. Helping preserve margins on the
                  business that doesn't surrender. The second option is
                  annuities provide a guaranteed minimum-crediting rate. Until
                  recently, that rate was approximately 3 percent, but many
                  states have lowered that requirement.




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                         Page 4

                  As rates fall it becomes attractive to extend duration to
                  protect against the affect of reinvestment risk on margins.
                  With the prospect of continued rises in interest rates, we
                  revised our annuity target durations downwards during the
                  quarter more on annual reset annuities than on multi year
                  guarantee products, where we enjoy better protection against
                  margin erosion. We integrate asset liability management into
                  the origination process as well as to enforce management. As
                  rates dropped between June 2001 and 2003, we became
                  increasingly apprehensive about the risk of maintaining
                  margins both guaranteed minimum rates. If rates stable for
                  protracted period of time and the risk that business
                  originated when yields were very low would have trouble
                  sustaining margins as rates reverted to normal levels. As a
                  result we were extremely selective about new annuities
                  transactions. Limiting ourselves to clients with objectives
                  well aligned with ours, and strongly preparing multi year
                  guarantees to annual reset products.

                  The low level of production during the low yield period
                  protected us from building much exposure to the rise in rates
                  now in progress. With further increases in yields we will come
                  growth in production by current and prospective clients. We
                  are very well position to produce an improve volume of high
                  quality annuity transactions over the next two years and
                  competition for the time being is very limited. In order to
                  limit exposure to the options embedded in the fixed annuities
                  we have diversified our asset intensive business over the past
                  few years. Products with little or no surrender exposure
                  include, collateralize funding agreements, which are option
                  free agreements directly with financial institutions that are
                  floating rate instruments by buying LIBOR floating and very
                  short duration assets we minimize any interest rate risk.
                  Single premium immediate annuities, these products combine
                  longevity risk with investment risk. We are looking at a
                  number of opportunities in our business right now -- in demand
                  by (seeding) company's seems at risk. Disabled life reserves,
                  we avoid exposure to new claims but are willing to accept the
                  longevity risk of the disabled lives in run-off. Whole and
                  universal life, we reinsure various permanent life plans on a
                  coinsurance basis combining both mortality and investment
                  risk. Now under FAS 115 we market the investments other than
                  the funds with held interest through shareholders equity. And
                  during the second quarter, the five years swap rate rose by
                  109 basis point causing a 3 percent drop in the market value
                  of our bond portfolio as a percentage of book value. However,
                  under GAAP accounting we do not market the value of our
                  liabilities. If we did -- the swing in the net value of assets
                  and liabilities would be much more modest then that under FAS
                  115. Since assets and liability durations are well matched,
                  the exposure was limited to about 400 million of assets not
                  backing liabilities with an average duration of three years.
                  When the rise in rates subsided in early July, we took the
                  opportunity to actively hedge this exposure by entering into a
                  swap with a notional amount of 100 million in which Scottish
                  pays a fixed rate of 4.11 percent and receipts LIBOR that's
                  reset on a quarterly basis.

                  If rates continue to rise, the gain in the value of the swap
                  will offset part of the reduction in the value of that part of
                  the portfolio not backing liabilities. In summary, our
                  conservative approach to asset liability management is
                  designed to maintain the economic value of our business,
                  regardless of where interest rates go. In addition, a rising
                  rate environment should enhance the opportunity to rise high
                  quality financial solutions transactions. Further more, our
                  earnings guidance in long-term ROE expectations are built and
                  periodically updated with assumptions regarding the future
                  movement of interest rates. Accordingly, we believe that a
                  rising interest environment will contribute to building the
                  company's long-term economic value. In our international
                  business, premiums in the quarter were approximately $31
                  million, which represents a decline from 38 million in the
                  same quarter last year. This year-over-year comparison is
                  somewhat difficult due to changing from a cash basis of
                  accounting in 2004 for premiums earned which makes comparison
                  difficult. And number two, our active decision not to renew
                  several under performing treaties. The net result of these
                  activities is to improve the margins of our international book
                  going forward. This international business is growing very
                  nicely and is ready support significantly wider margins than
                  our North American business. In addition, the non US markets
                  are experiencing significant capacity constraints that we have
                  seen in




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                         Page 5

                  North America which present both significant growth
                  opportunities as well as improved pricing conditions. The
                  transfer of the ERC life business to the Scottish Re platform
                  continues to progress on an orderly basis. Since the closing
                  of the transaction on December 22, 2003 several enhancements
                  to our organizations infrastructure have been completed to
                  ready ourselves for managing this acquired block.

                  These enhancements include an updated claims database,
                  accounts management system, mapping of electronic and paper
                  data feeds and an actuarial system to handle the individual
                  section business. Investment management services were moved to
                  Scottish control at the end of the year. Transitioning many of
                  the other financial administrative functions are also on or
                  ahead of schedule. Our expectation is that the final
                  transition task will be completed by mid August leaving us an
                  additional 45 days in the event of unforeseen events before
                  our agreement with ERC to provide transition services expires.
                  Early in the second quarter, we assumed control of the claims
                  processing functions and took that opportunity to ensure that
                  we were up to date with any processing backlogs and to adapt
                  the function to our systems and procedures. When we acquired
                  at the business of ERC we anticipated that there would be some
                  catch-up as we apply Scottish Re methods and procedures.
                  However, the financial impact of the processing backlog was
                  greater than we had originally estimated. As a consequence, we
                  are reporting operating earnings per share at the low end of
                  our guidance range for the quarter. Nevertheless, the
                  performance of this block has been consistent with our
                  expectations for the first six months of the year and thus is
                  a timing issue with respect to the ERC result. Now let's turn
                  our attention to the subject of CoCos. On July 1, the FASB's
                  emerging issues task force issued a proposal to change the
                  current accounting practice for contingently convertible debt
                  securities. Current accounting practice from it's the treasury
                  stock method could be used in calculating the dilutive effect
                  of these securities in earnings per share calculations. The
                  resultant impact is that these securities become dilutive only
                  up on reaching the contingent conversion price. The proposed
                  change would -- would require the if-converted method to be
                  used resulting in immediate inclusion of the converted shares
                  in earnings per share calculations. The EITF are meeting again
                  on this issue in September with any changes likely to be
                  effective in the fourth quarter of 2004. Scottish Re issued
                  approximately two years ago $115 million of convertible debt
                  securities. The current terms of these securities allow us to
                  settle the par value on conversion in either cash or stock.

                  We have previously stated our intention to settle par on
                  conversion in cash. And therefore, we have used the treasury
                  stock method in calculating EPS in conformity with current
                  accounting practice. The terms of the indenture of these
                  securities permit us to change the settlement provisions. If a
                  change is made such that par on conversion is required to be
                  settled in cash the treasury stock method would continue to
                  apply. The current proposal would not apply to our mandatory
                  convertible hybrid capital units, which we call HyCUs. Similar
                  to the structure for other equity unit transactions the HyCUs
                  are investment units consisting of an equity forward contract
                  and a convertible preferred. Each unit is separated into it's
                  constituent parts. Economically, through the equity forward
                  contract, Scottish owns a put option on it's own equity. Under
                  US GAAP, which is EITF0019, the cost of this contract reduces
                  paid in capital. While the cost of this contract is paid in
                  installments over it's life, we have appropriately recorded a
                  liability for the present value of these expected payments
                  with a corresponding reduction to equity. This liability is
                  reduced as payments are made for the forward contract
                  payments. For EPS purposes under FAS128, these securities are
                  accounted for under the treasury's stock method of accounting.
                  When we were considering issuing these convertible debt
                  securities in the HyCUs, and this is the case anytime we
                  examine issuing dilutive securities. We carefully look at the
                  impact that such issue ends would have on both operating EPS
                  growth objectives and our overall ROE growth progression.
                  Accordingly, we factored into our ROE expectations and
                  guidance, the dilutive impact of these securities.




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                         Page 6

                  The next topic of discussion is mortality trends. Mortality as
                  I mentioned a little bit earlier in the prepared remarks
                  continues to be on track coming in at or near expected in each
                  of the previous eight quarters. Inception to-date mortality is
                  running at about 94 percent of expected levels. And we have
                  stated every time we have had a conference call that we
                  anticipate our mortality will continue to remain around 100
                  percent of expected levels, and we see no adverse trends
                  emerging. As previously stated, the projections we use to
                  develop our plans for earnings in return on equity progression
                  are based up on using assumptions that assume 100 percent of
                  expected mortality. And if these assumptions are realized as
                  we expect will be the case, we would accordingly expect to
                  achieve our projected returns.

                  We will be happy to talk in greater detail about mortality in
                  the Q & A section. Now let us turn our attention to earnings
                  guidance for the balance of the year. Our efforts to built the
                  business of Scottish Re in 2004 has paved the way for
                  substantial increases in the three key financial measures by
                  which we measure our successes and organization overall. One
                  is growth in operating earnings per share, two is growth in
                  book value per share and three is increasing return on equity.
                  And our expectations for '04 are consistent with those
                  objectives. I will reiterate the headline guidance that we
                  have given in the past. The headlines for '03 are number one,
                  year-over-year operating EPS growth of 70 percent over 2003's
                  result, 11 percent book value per share growth and number
                  three, expansion of our return on equity to 11.5 percent.
                  Let's begin by discussing our revenue expectations, some of
                  this will be repetitive but some of this will also update for
                  mid-year results. Using 2003's total revenues of 557 million
                  as a point of reference, we have said in the past and we
                  reiterate at this point in time, we would expect that Scottish
                  Re's total revenues for 2004 would grow approximately 50 to 60
                  percent to approximately $835 million to $890 million. Driving
                  the revenue increase is the growth in earned premiums of
                  approximately 54 to 56 percent over last year's $392 million
                  number, and growth in investment income of 55 percent over
                  last year's $148 million number. As you can infer from that
                  breakdown we expect that earned premiums will represent
                  approximately 69 to 70 percent of '04 revenues with the
                  balance represented principally by investment income.

                  On a year-to-date basis, premiums earned were 291 million or
                  48 percent of our expectations for the entire year. In
                  addition, year-to-date total revenue was 408 million or 47
                  percent of our expectations for the year. Thus when one takes
                  into account the seasonal pattern of premium flows that
                  happened to be skewed to the second-half of the year you can
                  see why we remain confident that our revenue expectations are
                  achievable. We told you on the past two conference calls that
                  using Moody's Credit Default Models we would expect our bond
                  portfolio will produce realized losses totaling approximately
                  7 to $10 million in 2004, which are based up on the size of
                  the portfolio and the weighted average Moody's default score
                  of the underlying bonds. While we have only reported net
                  realized losses of $266,000 for the first six months of '04 we
                  are not changing our guidance on this number. Finally, we
                  expect to report fee income of approximately 10 to $15 million
                  for 2004 with $6.1 million of fee income reported year-to-date
                  that expectation remains reasonable. Of the revenue we expect
                  to report in 2004 approximately 55 to 60 percent will be
                  driven by our North-American Traditional Solutions Mortality
                  Risk Transfer Business, probably on the high end of that
                  range. 20 to 25 percent from our North-American Financial
                  Solutions Business and 20 percent from our International
                  Solutions Business. We expect that in our North-American
                  Traditional Business we will originate approximately $65 to
                  $70 billion of new business, which represents an increase of
                  approximately 18 to 27 percent over 2003's 55 billion
                  origination level. Today as I've mentioned we've originated
                  approximately 27 billion of new mortality business or
                  approximately 39 percent of our objective for 2004. However,
                  keep in mind we are not motivated by market share objectives,
                  and merely use such a measure a simple yardstick. We are
                  focused on writing well-priced business that meets or exceeds
                  our risk adjusted return objectives and builds long term value
                  in the company. In our Financial Solutions Business, 2003's
                  slow growth volume is easing, as potential customers who may
                  not have pulled the trigger in '03 re-evaluate their
                  situations in light of the general change in




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                         Page 7

                  interest rates, and pursue re-insurance solutions that were
                  tabled last year. This is the case with the transaction that I
                  referenced earlier in the -- in the conversation. However, our
                  expectations for growth in GAAP reserves in this product line
                  will be less than we had originally forecasted.

                  We had anticipated the GAAP reserves would increase in '04 by
                  approximately 1.5 billion, that production estimate we believe
                  now is going to be approximately 900 million. However, since
                  we are achieving wider margins in the Financial Solutions
                  business in '04 than we had assumed when forecasting the
                  business, we expect that this segment's contribution to '04
                  result will not deviate materially from what had been
                  expected. In addition, the strong performance in our
                  Traditional Mortality business more than offsets any
                  difference. In terms of operating expenses, we continue to
                  leverage our group infrastructure, and our efficient business
                  model so it should come as no surprise that our operating
                  expense to total revenue ratio continues to decline as the
                  company grows. In 2003, that ratio declined from -- 7.4
                  percent to the -- for 2002 down to 5.7 in 2003. For 2004, we
                  would expect that that ratio would further decline to 5.3 to
                  5.5 percent range. For the last 12 months ended June 30, 2004
                  which is the measure we use to correct for seasonally in
                  revenue and expense recognition patterns the Apex to revenue
                  ratio which excludes realized gains and losses and the change
                  in the fair value of embedded derivatives was 5.4 percent or
                  in the range that we expected for this year. Finally, the
                  resulting operating earnings per share that we would expect to
                  report for the year ended '04 will continue to be in the range
                  of 210 to 230 per share. And while our earnings in the
                  calendar year is somewhat seasonal as the company has grown
                  the ramp up is becoming less pronounced than what had been
                  observed in prior years. On a quarterly basis, as we said in
                  the past our '04 operating EPS should follow the following
                  pattern and has in the first two quarters of the year, 20 to
                  22 percent in Q1, 22 to 24 percent in Q2, 24 to 26 percent in
                  Q3 and 28 to 30 percent in Q4. So once again to summarize the
                  headline guidance, operating EPS growth '04 over '03 of 70
                  percent, a 11 percent book value per share growth and return
                  on equity improvement to about 11.5 percent. Our long-term
                  guidance continues to support 20 percent annual operating EPS
                  growth objectives for the next three years as well as
                  achieving a 15 percent ROE by 2006. Now one of the most
                  important drivers of ROE expansion is the company's cost of
                  capital especially the cost of capital that we use to back our
                  liabilities. One of our important objectives at Scottish Re is
                  to reduce the cost of capital, to that end we close a
                  structured financed facility with HSBC Bank, USA that provides
                  $200 million of collateral support primarily for regulation
                  XXX related products.

                  This facility reduces the strain on our existing capital by
                  providing Scottish Re US with credit for re-insurance
                  collateral. The trust arrangement puts in place -- put in
                  place for this facility will be accounted for as a variable
                  interest entity and is consolidated on our balance sheet in
                  interest sensitive liabilities. This is a five-year facility,
                  which includes the option to extend annually for a further
                  year up on the consent of both parties. At this point I'd like
                  to conclude our conference call by saying that, all of us at
                  Scottish Re are very excited about our prospects for 2004 and
                  beyond. And at this point we will open up for your questions,
                  operator.

Operator:         Thank you. 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 to remove yourself from the queue
                  please press the "#" key, and if you are using a speakerphone
                  please lift the handset. Our first question comes from Al
                  Capra with Oppenheimer.

Al Capra:         Good morning everybody. Scott, I was just hoping that
                  you could walk through perhaps some of those changes in
                  methods and procedures that you mentioned that were undertaken
                  this quarter ERC and how that compares to what you do with
                  Scottish and -- and why the -- why the blip in -- in terms of
                  claim process in this quarter?




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                         Page 8

Scott Willkomm:   One thing I'd like to clarify Al, and then I -- will
                  ask some of my colleagues to comment as well. There was no
                  change in how Scottish does things. We apply Scottish
                  methodology to the historic basis up on which ERC handles
                  claims processing. And that's something that everyone, I think
                  should take away from this. I think, what I would like to do
                  is add some of my colleagues to contribute to the
                  conversation, now that you know all we have done is apply our
                  own procedures to a block, which was done on a different
                  basis.

Female Speaker:   Al several things happened. As Scott said in his prepared
                  remarks from the beginning of this quarter, almost we took
                  over the processing of the individual reported claim. We have
                  changed the method of booking those claims into our records,
                  from that it is previously being used by ERC. We believe that
                  we have reduced the back log in processing the claims and we
                  have changed some of the methods, and if I give you one
                  example, many claims, actually net claims experience against
                  statement and settle the amounts due or the amounts we owe to
                  them on a net basis. ERC had estimated the claims that are
                  reported in that way through prior lines. We don't -- we don't
                  do that. We book each individual claim as it is reported,
                  whether it's reported individually or whether it's a part of a
                  net settlement statement. So, that's one change and there was
                  several of that nature which means that, we have put
                  everything to be line with the way we currently book our
                  claims and we believe that in doing so we have cleared what
                  may have been a back log of reporting actual claims.

Al Capra:         Okay, and in terms of this backlog. Was it -- were
                  these first quarter claims or were there even some from prior
                  quarters and if that was a fact, are you indemnified in some
                  way from GE?

Female Speaker:   There would have been claims but -- in respect of
                  (indiscernible) we did a very careful scrutiny of the closing
                  balance sheet as anybody does where they acquire a company and
                  although there might have been one or two fairly small claims
                  that related to prior period. It's really a time to get
                  confused between January 1 and now essentially.

Scott Willkomm:   And as a result Al, the six months results is for
                  that -- for that business is spot on with where we would have
                  expected it to be for the six months of this year. So, with
                  the timing difference in terms of when the claim was actually,
                  excuse me -- actually booked.

Al Capra:         Okay. Just got one additional question -- you mentioned
                  your attempt to reduce your cost of capital, that is $200
                  million facility. Is this for existing business or new
                  business and perhaps you could expand on that, and talk a
                  little bit about the terms, you know, how favorable was it
                  versus your previous cost of capital?

Scott Willkomm:   This is available to us for both new and existing
                  business. And, it's XXX related strain, the relevant change in
                  cost of capital is to reduce the cost of capital backing these
                  liabilities by somewhere if you took a comparable facility
                  that we have used in the past. Somewhere is on the order of 40
                  to 50 percent. So, and it is a -- it's a very attractive
                  facility from an economic standpoint to the company.

Al Capra:         Okay.  Thanks very much.

Scott Willkomm:   I am trying not to give the pricing per you know the actual
                  numbers so that the rest of the world doesn't try to duplicate
                  it.

Al Capra:         That's fair.  Thanks.

Operator:         Our next question comes from Jeff Schuman with KBW.




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                         Page 9

Jeff Schuman:     Good morning. Scott, I was wondering if you could identify --
                  I guess the dollar amount of the impact of cleaning out ERC
                  backlog?

Scott Willkomm:   I think Jeff, we are going to -- we are going to take a second
                  to pull that out. But it was something on the order of $2
                  million after taxes.

Jeff Schuman:     Okay, and when you calculated the actual to the expected ratio
                  for the quarter, did you exclude that or how did you -- how
                  did you handle that?

Male Speaker:     Yeah. The actual to expected for the quarter, Jeff was done
                  excluding the ERC block. The ERC block is assumed to come in
                  about on plan. We haven't gotten that block completely rolled
                  into our mortality studies yet.

Male Speaker:     However, the difference in terms of the year to date result
                  versus our plan was about only less than a $100, 000.

Male Speaker:     Okay. I am sorry, I missed -- I think I missed on of your
                  earlier numbers. On international did you give us an earnings
                  comparison?

Male Speaker:     We did not give an earnings comparison.

Male Speaker:     Well what's the 31 versus 38?

Male Speaker:     That's premium.

Male Speaker:     That's the premium, okay.

Male Speaker:     Yeah and there is -- there is a lot of noise in that
                  number, quite frankly yeah we in -- the beginning of '04 moved
                  from a cash basis settlement accounting approach to an accrual
                  based accounting approaches. There is a lot of noise in that
                  number. The fundamental change once you exit all that noise is
                  that we did not renew at the beginning of the year, a couple
                  of treaties that were basically stinkers and the net result is
                  -- has been to improve our underwriting result in that
                  business and obviously that will flow through over the balance
                  of the year.

Male Speaker:     Okay.  So on an earnings basis, earnings are up or down?

Male Speaker:     Earning, on an earnings basis year over year,
                  earnings are in the quarter after -- actually before taxes was
                  $4.9 million in that segment. Last year with the cash basis in
                  there were -- there were a few other items of noise. It was
                  $6.2 million. A portion of which is the result of a
                  nonrecurring gain on recapture of a treaty.

Male Speaker:     Okay. And just to be clear on the, you -- you mentioned that
                  your -- you know you permitted a change of the indenture --
                  we understand that -- that something that you will
                  definitely do if -- if the -- if the proposal is enacted?

Male Speaker:     It's certainly something that we have looked at and
                  makes a lot of sense to do obviously. Since we have all along
                  said we would settle we -- you know our intent was to settle
                  in cash. So as soon as the actual accounting guidance is
                  solidified then we will go back and make sure that there
                  haven't been any changes in the guidance and you know look at
                  making that change.




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                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
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Male Speaker:     Okay. And on the HSBC facility it sounds like it's
                  basically a five year facility, a -- a little bit longer in
                  nature than a credit but still as long as -- as your
                  liabilities, that do you have internal work to put together
                  some alternative longer term capital structures as well.

Male Speaker:     Yeah, as -- as you -- as you may know we have been
                  working on this for over a year now, this being you know long
                  term, low cost capital to secure the long dated ordinary life
                  liabilities. The HSBC facility is only one of three components
                  that we have been working on and it just happens to be the
                  first to get through the gates. So and the others are quite
                  actively in process as we speak right now.

Male Speaker:     And -- and just lastly can you maybe just speak more
                  broadly to that issue, obviously people keep raising concern
                  sort of the industry level about you know the collateral
                  support for these transactions and how that's going to grow
                  over time, I think to some of us it seems like you know you --
                  you get a pretty obvious sort of a regulatory arbitrage
                  opportunity that is likely to be closed through some means.
                  Are -- are you optimistic that as -- you know as an industry,
                  this -- this problem is going to be solved?

Male Speaker:     I think that there -- there are a couple of elements to that
                  question and maybe we can decompose it. Number one, I think
                  that from the primary company stands point it is the exception
                  rather than the rule that the -- the leadership of many
                  primary companies fully grasp the future potential liability
                  that will evolve as XXX related products age. It is probably
                  well understood within you know the primary companies
                  actuarial team, but hasn't accepting some limited cases made
                  it's way up to the top floor. I think slowly our people are
                  beginning to get a wake up call with respect to that future
                  liability. I think one of the things that people have thought
                  is that there would be a regulatory fix, which is always a
                  full stream in a regulated environment such as the life
                  insurance industry. It took long enough to get XXX and it's
                  going to take probably twice as long for people to for with
                  it. So even if you add reasonable lapse assumptions to
                  determine the future reserve, the number is still rather
                  substantial in terms of the strain associated with long
                  guaranteed, dated guaranteed products. So I think that's from
                  the consumer side if you will.

                  From the reinsurer side I think you have two schools of
                  thought, there is one school of thought that has been
                  populated principally by some of our larger composite company
                  brethren that this is a reserve that could be funded by
                  364-day letter of credit facilities. The problem is that I
                  think a lot of people haven't dimensional zed the amount of
                  future strain that they are likely to confront and have not
                  done you know a whole hell of a lot quite frankly to address
                  that. I think that people are starting to slowly wake up to
                  that. I think on the other side there have only been a few
                  structure transactions done, our as being one of a very short
                  list of structured transactions done to secure XXX related
                  strain. I do expect that we will see a couple more during the
                  course of the second half of the year of which I would expect
                  we will be in one of the names on that list, but I am not sure
                  it's going to be a very long list. I think it presents an
                  opportunity for reinsurer such as ourselves who have already
                  gone down the past, have gone through the regulatory approval
                  process, have gone through all of the actuarial validations of
                  the reserve development by third parties the whole monarchy to
                  be a provider of that type of capacity to people who are just
                  way behind the eighth ball. So I think -- and earn a margin on
                  it to boot. So I think that's the state of play at this point
                  in time it is a -- a solvable but a significant issue and not
                  enough people have looked to seek to solve it. I would refer
                  you, there is a very good article in this months SOA
                  reinsurance section newsletter that projects out the industry
                  XXX -- the primary industry XXX strain over the next 20 years
                  under a couple of different basis. And it was probably one of
                  the best articles on the topic to date. And hopefully those
                  types of communications will raise the visibility and -- and
                  this is a meaningful issue for people to content with.

Male Speaker:     Thanks a lot Scott.




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                        Page 11

Scott Willkomm:   Yeah.

Operator:         Our next from Andrew Kligerman with UBS.

Andrew Kligerman: Good morning. Couple of questions on the ERC
                  business. First, could you just give a little color on the
                  start to finish of when a claim is reported to a reinsurer?
                  How long does it taking and -- and maybe give a little color
                  on how it happen?

Scott Willkomm:   Well, our typical experience and I can't speak to other
                  company's experience, but we typically get claims reporting
                  from companies every week. As you might imagine primary
                  companies are incented to report those claims because we
                  actually settle those claims within typically a week of
                  receiving notice. So you know from a cash flow perspective
                  ceding companies would be on top of that sort of thing. So
                  that's you know if you will one of the Scottish methods of
                  processing claim. So we process them with a very short period
                  of being notified. I think that you know, other companies may
                  have different methods depending upon where their
                  administrative centers are relative to where the business is
                  originated, you know, some companies process their business
                  you know, far away from where the core of their re-insurance
                  operations may be, so I don't know what that does to you know,
                  the processing time for other companies. So --.

Andrew Kligerman: Okay, so Scott, so you processed it in a week and I
                  guess this situation implies that ERC would have taken a lot
                  longer?

Scott Willkomm:   I am not going to make any judgments about how long it would
                  take ERC to process a claim --

Andrew Kligerman: Okay.

Scott Willkomm:   -- processing and paying claims on the net settlement basis is
                  a bit different and you know, so I think, we probably will
                  leave it at that.

Andrew Kligerman: Okay, fair enough. Then with regard to mortality as
                  a percent of pricing, you indicated that you are in line with
                  pricing. In previous quarters you were coming in at 98 to 99
                  percent of -- of pricing, what -- were you actually at a 100
                  percent this quarter X the effects of ERC?

Scott Willkomm:   Well ERC was in line. That's what I meant by saying
                  in line. We said on the other you know, the historic Scottish
                  originated block, we were at about 98, I think, it's the
                  number that are reported.

Andrew Kligerman: You are at 98 percent pricing?

Scott Willkomm:   Yes.

Andrew Kligerman: Okay.

Scott Willkomm:   And we have been for -- if we state quarters we were able to
                  track back through the last eight quickly here. So --.

Andrew Kligerman: And so ERC was in line and -- and Scottish was -- was at 98
                  percent, okay --

Scott Willkomm:   Right.




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                        Page 12

Andrew Kligerman: -- and -- and you know, what -- what I did is a
                  calculation just for modelling purposes, we -- we take a look
                  at benefits as a percent of earned premiums and historically
                  you are coming at 70 to 71 and a half percent of -- of
                  premium, earned premium, this quarter you came out at 78 and a
                  half, if I subtract the 3 million pre-tax of ERC impact in
                  terms of backlog even from this quarter you still sum up more
                  than 74, should I be modeling now going forward for a -- you
                  know, a higher percent of earned premiums in terms of claims?

Scott Willkomm:   First of all, there are a lot of things going on in
                  claims and benefits. They include other types of businesses,
                  you know, including change in --

Andrew Kligerman: Sure.

Scott Willkomm:   -- UL and that sort of stuff. So, it's kind of hard
                  to look at it that way, and I think, you need to look at it on
                  a trailing 12 months basis, because that will eliminate some
                  seasonal patterns --

Andrew Kligerman: Yeah, we --

Scott Willkomm:   -- and premium recognition.

Andrew Kligerman: Yeah we actually did that aiming at 74 percent
                  versus the 70 to 71 and a half. That's -- that's why I kind of
                  -- may be I will come back to that with you, but --.

Male Speaker:     I mean, some of that Andrew could be change in reserves.

Andrew Kligerman: Okay.

Scott Willkomm:   More than -- more than half of that is changed in reserves,
                  yeah.

Andrew Kligerman: Okay.  And then with respect to the tax --

Scott Willkomm:   On our -- on our -- Andrew -- you know, if you X out
                  two things, if the X out ERC and if you X out new production
                  you know, that was booked at the end of the quarter, because
                  that can tend to skew your numbers favorably. Our -- our claim
                  -- actual claim, which is claims pay plus your IBNR as a
                  percent of premium has been constant at about 34 percent,
                  quarter over quarter, year over year for the past two years.

Andrew Kligerman: Okay, great.  And then with --

Scott Willkomm:   Okay.

Q -- with respect to -- Scott, you had mentioned earlier that there was some
                  treaties that was non-renewed. You called them stinkers or
                  something, could you give us a little color on what that's you
                  know, just a little more color on what those were and you
                  know, why you weren't -- non-renewed them?

Scott Willkomm:   Well, those were annual treaties for the most part
                  that had loss ratios that exceeded our loss ratio pricing
                  requirement for annual business. So, you know, as we have been
                  doing since we bought the world wide business, we have been
                  re-pricing everything to our own pricing basis, this was just
                  consistent with that effort, and as a result has crossed our
                  margins in that business you know, to -- to widen and -- so
                  it's basically cleaning up some of the noise, some of the
                  drags.




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                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                        Page 13

Andrew Kligerman: And so the world -- the worldwide -- you have the
                  flexibility to cancel, but for domestic there are more longer
                  terms, is that right?

Scott Willkomm:   Well it's -- principally annual business --

Andrew Kligerman: In the worldwide.

Scott Willkomm:   -- in the international that needs to be renewed and
                  re-priced on an annual basis. So we have always had that type
                  of flexibility in the US business, in the traditional
                  mortality business, it is a longer-term business, so you are
                  pricing that over the long-term result of that particular
                  transaction.

Andrew Kligerman: Okay.

Male Speaker:     And we have no particular issues with any of the treatise in
                  -- in the North American business?

Andrew Kligerman: Right, and then -- then just the last question.
                  Taxes, you had a $2 million benefit in the quarter. Your
                  historic guidance I think, or at least quarter indicated a
                  three to five percent tax rate, what -- what should we be
                  thinking about going forward more benefits or -- or the three
                  to five or -- or --.

Scott Willkomm:   It's --it's -- the three to five continues to be
                  appropriate Andrew, because taxes are not a quarterly item,
                  they are an annual item --

Andrew Kligerman: Got you.

Scott Willkomm:   -- when you get, write down to it on the actual effective rate
                  so --

Andrew Kligerman: Right.

Scott Willkomm:   -- the fact that something jumps you know, a little bit one
                  quarter to the next, yeah, I think the annual guidance we gave
                  is appropriate.

Andrew Kligerman: Great.  Thanks a lot.

Operator:         Our next question comes from Michael McNulty with Context
                  Capital.

Michael McNulty:  Hi, I just wanted to clarify on the bond, the
                  convertible bonds issue. I think, the previous caller had said
                  something about having to go back and change something in the
                  indenture if -- if I remember correctly from -- from my past
                  read of the indenture, the company has the option to settle in
                  cash and or stock whether -- and you don't have to go back to
                  the indenture to do anything, you just have to tell the people
                  what you are doing within so many days of -- of settlement.
                  Can you kind of just flush out -- is there something else in
                  the indentures that are missing that you can go back and
                  modify?

Female Speaker:   No, you are quite right. The indenture does say that
                  under current accounting guidance, just by stating that it's
                  our intention to settling cash means that we can use the
                  treasury stock method of accounting. The proposed change in
                  the accounting guidance, would not allow just that statement
                  of intention to submit that treasury stock method. So, in the
                  event that those guidance is changed as proposed and we wanted
                  to continue with the treasury stock method, we would have to
                  go back and change the indenture to eliminate our option --
                  our option to settle the par value in stock.




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                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
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Michael McNulty:  Okay, so you would have to then go back to the
                  indenture and say that tentatively that you have decided to
                  settle it in cash --

Scott Willkomm:   Right.

Michael McNulty:  -- to continue to get the treasury method.

Scott Willkomm:   We would effectively give up that right to settle in stock.

Michael McNulty:  You would give that up, okay.

Scott Willkomm:   Correct.

Michael McNulty:  But, when -- when do you have to make that election?

Scott Willkomm:   We can do it whenever we want.

Michael McNulty:  Okay, but if --.

Scott Willkomm:   It's our option, and our choice.

Michael McNulty:  It's not like you have to go undo a big solicitation on that.

Scott Willkomm:   That's why I said it's our option.

Michael McNulty:  Okay; now I just wanted to make sure -- I wanted to
                  make sure. Okay, now -- now the other thing is from -- from
                  the -- I don't know the official terminology, but I know, when
                  you talked about the regulation XXX, there's been some
                  articles about not having enough letter of credit backing
                  either direct or indirect. And I know you addressed part of
                  this, with the previous caller, does it sound like though if
                  you look out in a couple of years that even with you being
                  able to do some of these specialty products with the HSBC's of
                  the world that the company will continue to need more capital
                  or equity oriented capital, and I just was wondering if you
                  can kind of talk to your needs for equity capital looking out,
                  let's say in the next couple of years, if you don't mind
                  please.

Scott Willkomm:   Sure. And this is consistent with what we have said over the
                  past two years in fact, Michael. I think, you know, with
                  respect to funding XXX reserves, nobody in his right mind
                  would want to do that for any extended period of time, because
                  the relevant cost of capital just makes no sense. There is no
                  return on that capital, that's you know, meaningful to the
                  equity holder. So, and it's -- it's basically not efficient.
                  So, it is not our objective or intent or desire to find that
                  type of reserve with equity. Accordingly we have used other
                  types of funding instruments, the HSBC is a new one, we have
                  had some others which are I think less sophisticated and
                  perhaps slightly higher cost than the transaction that we have
                  just put in place but nevertheless funding with equity really
                  is not the way you want to go, the driver of our need for
                  equity as the company may grow down the road is principally
                  economic capital, risk based capital if you will underlying
                  the overall book of business, the overall balance sheet of the
                  company.

                  As we have said in the past, we did not expect that we would
                  need to go back to the equity markets in 2004 unless there was
                  perhaps a material corporate event, which obviously would be
                  something that everybody would know about. And at this point
                  in time we have no plans to go back to the equity market over
                  the next few quarters into 2005. However, we have in the past
                  said, we are going to be updating all of our capital models
                  for the next three years, over the next few months, has in the
                  past




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                                                                 August 5, 2004
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                  said we may need to add equity to the balance sheet based upon
                  the growth of the business and the mix of business growth
                  sometime in 2005, but I think it's pretty matured to say that
                  right now because there are number of other things that have
                  taken place in the life of the company that will influence
                  that timing perhaps, but we don't expect anything is going to
                  happen this year.

Michael McNulty:  Yeah with the bonds, just on a related topic. With
                  the bonds probably being settled in cash now, I guess you have
                  to then look for -- in the bonds (indiscernible) 2006 --.

Scott Willkomm:   Yeah you got about two and a quarter years.

Michael McNulty:  Okay so you would --.

Scott Willkomm:   The first call date.

Michael McNulty:  Okay, so that would be, I guess part of your analysis,
                  you know going forward.

Scott Willkomm:   It had always been since when we issued them the intent was to
                  settle in cash from the get-go.

Michael McNulty:  Okay.

Scott Willkomm:   That has already been based into our thinking.

Michael McNulty:  Okay so you have to do another capital market
                  transaction either another converter or stock or something to
                  go with that.

Scott Willkomm:   I, well actually straight that is more appealing
                  quite frankly, potentially, so -- but we will have to see if
                  that point in time, what our capital and liquidity position
                  would be because we may have more flexibility at that point in
                  time than may be evident today.

Michael McNulty:  Okay great, thanks a lot.

Scott Willkomm:   Yes.

Operator:         Again if you have a question at this time please press the '1'
                  key on your touch-tone telephone. Our next question comes from
                  Mr. Jeff Hopson with AG Edwards.

Jeff Hopson:      Hi, Scott you mentioned the capacity issue in
                  international markets, curious if you are talking more about
                  some of the traditional specialty areas you have been in or
                  you are going to be expanding in the traditional reinsurance
                  area and what markets you know you think could potentially be
                  new for you down the road?

Scott Willkomm:   The principle new market Jeff that we have been working on now
                  for about 18 months time is the UK and Ireland, which are very
                  similar to our own US domestic markets. I think with respect
                  to scarcity, it's pretty much across the board except in the
                  assets related business such as annuity type transactions.
                  There seems to be some interest in asset gathering among
                  various composite companies for example, but in terms of you
                  know traditional types of mortality risk products, be they
                  long term or short term products, it's getting a lot tighter
                  in terms of capacity and is probably you know going to be as
                  acute a situation as we currently experience in the United
                  States.

Jeff Hopson:      Okay, if I could follow up, in terms of your specialty
                  business can you give us an update on that business and how
                  you see that playing out over time on the international side?




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                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
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Scott Willkomm:   Well, that business which is -- going to be a short-term
                  typically annual business, is still a very good business. We
                  have gone through and we priced virtually every thing that we
                  have over the past two years time to our basis as opposed to
                  the historic basis and accordingly has been benefiting from
                  lighter margins, in a business that already spots wide margin,
                  so we expect that will continue to contribute. It will grow
                  modestly; the reason I say modestly is on a relative basis.
                  It's a -- it's a small business be it in terms of premium or
                  volumes. So -- but it continues to be a very attractive
                  business and we expect it will continue to grow over you know,
                  the foreseeable near future.

Jeff Hopson:      All right thank you.

Operator:         Our next question comes from Mr. Leo Harmon with Fiduciary
                  Management.

Leo Harmon:       Hi good morning.

Scott Willkomm:   Good morning.

Leo Harmon:       I was wondering if you guys could clarify a couple of
                  issues on, number one on the -- on the -- on the claim side.
                  You all said a claim generally run about 34 percent implanted
                  IBNR would be higher than normal in this current quarter you
                  may give in the seasonality is there something that we should
                  be looking for from a -- from a mixed basis is causing that as
                  that of a perspective change is that it -- or is that a change
                  from prior years that's causing that IBNR to be a little
                  higher than normal.

Scott Willkomm:   We actual Leo, there may have been some confusion; we never
                  said the IBNR was higher than normal. The comment was, if you
                  look at our core mortality block the -- the claims -- the
                  premium rates your claims being the sum of you know, claims
                  paving cash out of the door to the receiving -- to the
                  receiving company plus IBNR which is the incurred but not
                  reported claims expectation. So the sum of the two divided by
                  premiums earned in the period is consistent with -- prior
                  quarters consistent with the year ago it's pretty steady is
                  what the point is. So I apologize if we caused some confusion
                  by throwing in a few numbers there that -- you know, sort of
                  may have you know, -- you know, confuse the message a little
                  bit.

Leo Harmon:       Okay. Secondly could you talk about the credit
                  facility and how that affects you know, your ability to ride
                  business. Does it increase your capacity or does it change RBC
                  levels in any way shape or form? I am trying to get a better
                  idea of drilling down how it actually improves ROE going
                  forward.

Scott Willkomm:   It -- it's inexpensive collateral and gives us added capacity
                  to fund the reserve strain related to our term business. So
                  you know, the -- you -- you typically would pay for
                  comfortable collateral facilities in the past you used to pay
                  anywhere from depending upon the -- the sides -- the company
                  and the like you could pay anything ranging from a 100 to 200
                  basis points and this is meaningfully less than what we paid
                  in the past. So that would obviously improve the margins also
                  in general the capacity would be improved. Hence finally we
                  price in a cost in excess of what the facility cost. So we
                  price into our premiums that are paid by our customers in
                  margin on top of that. So all three of those will serve to
                  contribute to the ROE enhancement.

Leo Harmon:       Okay, and what was pricing in the quarter, year over
                  year and then talk a little bit about the perspective price in
                  environment if you could?

Male Speaker:     In the -- in the pricing environment as -- as we had
                  mentioned in the previous few quarters as has then they are
                  tightening up or are we been probably over the last 12
                  quarters -- not 12 quarters -- 12 months -- 12 to 18 months.
                  We have been building in slightly higher margins in our
                  pricing.




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                        Page 17

Scott Willkomm:   If you -- you know, look at the underwriting results
                  for the six months of this year versus six months of last year
                  in our core US block. The margins has widened principally
                  driven by the effect that Chris has just talked about since
                  all of the other key performance measures are relatively
                  stable.

Leo Harmon:       And -- and again when you -- yeah this is long term
                  business so pricing at higher margins means that we will you
                  know, that -- that -- these margins will come true you know,
                  over the future of this business, so just because we have been
                  pricing it in for the past year or so it doesn't mean it's
                  fully getting through into our actual results here.

Male Speaker:     Okay, thank you very much.

Scott Willkomm:   Yes.

Operator:         Our next question comes from Xiuping Li with Tenor Capital
                  Management.

Xiuping Li:       Yes, thank you. The first question, can you -- Scott, can you
                  comment on your acquisition strategy going forward? Are you
                  looking to -- are you actively looking to acquire
                  (indiscernible) as you did with ERC? Especially in the short
                  term as you are still in the process of integrating the ERC
                  --?

Scott Willkomm:   Our acquisition strategy is pretty straightforward. First of
                  all we will have integrated ERC in about two weeks' time, but
                  that's sort of irrespective of you know the general approach
                  to acquisitions. We are principally interested in acquisitions
                  that are done on a creative basis to return on equity and once
                  that can enhance the spread of risk that the company has in
                  its overall book of risk. So in other words high risk adjusted
                  return oriented transactions. And that is our principal area
                  of focus. We have very limited strategic interest in
                  acquisitions in general except perhaps in certain markets
                  where we have a modest presence and the acquisition could be
                  complementary to our existing business. I think the general
                  comment about acquisition in the market that we find ourselves
                  in today, is that this is principally a buyers market and
                  accordingly is -- you know the opportunities that may come to
                  pass are those which are very high risk adjusted return
                  thresholds, so that's hopefully helpful with respect to our
                  approach to acquisition.

Xiuping Li:       Okay that's helpful. But I also wonder if there is right
                  opportunities come along what do you think you are, how would
                  you kind of finance future acquisitions? You -- it's more
                  likely to use equity or issue of debt or a hybrid --?

Scott Willkomm:   Depends on the size of the deal quite frankly. In some cases
                  we won't need you know small transaction we would probably
                  wouldn't need to do anything. Larger transactions, we would
                  want to conservatively finance the transaction and depending
                  upon what the relevant capital ratios are underlying that
                  business. It could be any of the above or a combination of the
                  above. I think in any such case, any potential acquisition
                  that we would make that would require third party financing,
                  obviously needs to be done on a basis that is accretive to the
                  value that is in the company today. However, you care to
                  measure it, otherwise I'm not really so certain it makes the
                  whole lot of sense.

Xiuping Li:       Okay, last question is related to the HSBC credit facility you
                  disclosed, is that -- would that be on your balance sheet?

Scott Willkomm:   Yes, it is an on balance sheet transaction. It appears on the
                  asset side in -- in fixed maturity investments and on the
                  liability side in interest sensitive liabilities.




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                        Page 18

Xiuping Li:       Okay but in terms of your liability, is that only limited to
                  the premiums that you put in the facility? Or in other words
                  it's the -- is the liability recourse to Scottish
                  (indiscernible)?

Scott Willkomm:   It's partially recourse to Scottish (indiscernible) it's not
                  -- it's not a it's not an off balance sheet no re-course
                  facility. There is partial re-course to (indiscernible).

Xiuping Li:       So you have certain thresholds like if the mortality rate is
                  'x' percent you need to --?

Scott Willkomm:   No -- no, this is this excess reserves that we are funding.

Xiuping Li:       Uh-huh.

Scott Willkomm:   These are excess SSS x redundant reserves which for
                  statutory purposes you have to fund and you know -- but for
                  purposes of loss, there --there is no scenario in which there
                  is an expected loss on the collateral that this facility
                  provides us. That 's what XXX is basically, is redundant
                  reserves that everybody in the professional community view as
                  redundant and yet because it's the law you got to do it.

Xiuping Li:       Okay, and can you just give a rough estimate, because you
                  mentioned you are looking to do more of this type of
                  financing. Can you just give a sense of what kind of the
                  ultimate size that you are? You think it's likely to occur?

Scott Willkomm:   Well -- the difference facilities are different things, there
                  are some facilities that are non-recourse facilities and we
                  are working on one of those as we speak. And that would quiet
                  frankly be sized to the block of business that goes in it. So
                  it could be, you know -- you know depending upon how much
                  business we put in it -- it could vary in size across a wide
                  range. And so you know, at the end of the day -- you know, we
                  want to fund all of our redundant reserves with the lowest
                  cost form of capital available to us, and these facilities
                  permit us to do that. And thus further enhancing the ROE
                  progression in the margins, in the business overall.

Xiuping Li:       But what the total kind of -- size that you can do -- for this
                  type of credit facility?

Scott Willkomm:   Well, it depends on the size of the block of
                  business that support it, it could range from depending up on
                  how much business you are putting into it, $500 plus million
                  perhaps. So it really is specific to the underlying asset.

Xiuping Li:       Okay thank you.

Scott Willkomm:   Yeah.

Operator:         Our next question comes from John Hall with the Prudential
                  Group.

John Hall:        Yeah, just real quickly Scott, I've got two things. One,
                  I was wondering if you could -- on the claims that came from
                  ERC, were those a lot of small claims or was it -- just the
                  few big claims?

Scott Willkomm:   No, it's a ton of small ones.

John Hall:        Okay, and you --.

Scott Willkomm:   It was ten boxes of them --.




                                                   Second Quarter Earnings Call
                                                      Scottish Re Group Limited
                                                                 August 5, 2004
                                                                     11:00 a.m.
                                                          Host:  Scott Willkomm
                                                                        Page 19

John Hall:        -- boxes of them -- crates of them. And you mentioned
                  interest rates having a positive impact on -- on the business,
                  I was wondering if you just could offer a sort of a rule of
                  thumb sensitivity rates up equals what in terms of earnings?

Scott Willkomm:   We -- last quarter in it and it really hasn't changed
                  appreciably this quarter. Last quarter we thought that on the
                  in-force block over the next two years the -- the rise in
                  interest rates wouldn't really do any thing negative to our
                  book of business. In terms of the new business that's coming
                  on in the re investment of the portfolio it's probably going
                  to be at least a few cents per share over the next eighteen
                  months. Part of that quiet honestly depends up on whether --
                  whether some seeding companies get motivated to do something,
                  the deal we close in the quarter with a deal we had quoted on
                  last summer and at the time the company was not particularly
                  inclined to pursue it. They came back to us about three to
                  four-ish months to go and asked us to, you know, reopen the
                  dialog. We have heard from a couple of other folks who were in
                  that position where were having those types of dialogue, so it
                  is -- will be principally driven by that new business
                  production over the course of the next twelve eighteen months
                  time. So could be -- could be more meaning full but probably
                  it is not is, you know conservative of us to -- to sort of
                  hold out that number out far into the future.

John Hall:        Fair enough, thank you sir.

Scott Willkomm:   Yeah.

Operator:         I am showing no further questions at this time.

Scott Willkomm:   Okay, well operator thank you and thank you every
                  one for joining us and we will look forward to speaking to you
                  over the course of the next few months, thank you.

Operator:         Ladies and gentle men thank you for participating in today's
                  conference. This concludes the program. You may all disconnect
                  and everyone have a great day.