SCOTTISH RE
                                                      Moderator:  Michael French
                                                            11-04-04/10:00 am CT
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                                   SCOTTISH RE

                            Moderator: Michael French
                                November 4, 2004
                                   10:00 am CT


Operator:           Good morning, my name is (Mary Ann). And, I will be your
                    conference facilitator. At this time, I would like to
                    welcome everyone to the Scottish Re Group Limited Third
                    Quarter Earnings Release Conference Call.

                    All lines have been placed on mute to prevent any background
                    noise. After the speaker's remarks, there will be a question
                    and answer period. If you would like to ask a question
                    during this time, simply press star then the number one on
                    your telephone keypad.

                    If you would like to withdraw your question, press star then
                    the number two on your telephone keypad. Thank you. I would
                    now like to turn the conference over to 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. Welcome to
                    the Scottish Re Group third quarter conference call. We'll
                    begin the call with comments about the company's financial
                    results and give an overview of the development of the
                    company's business.




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                    And, after concluding our prepared remarks, we'll take your
                    questions. There will be a recording of this call available
                    after 1:00 today running through November 18 and
                    instructions on how to access that are included in today's
                    earnings release.

                    Also, a replay of the call can be accessed on our web site,
                    scottishre.com. 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 actual results could differ
                    materially 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 our operations for the quarter.
                    Scott.

Scott Willkomm:     Good morning, everyone. Scottish Re reported this morning
                    that income from continuing operations for the quarter ended
                    September 30, 2004 was $12.8 million or 34 cents per diluted
                    share as compared to $1.8 million or 5 cents per diluted
                    share for the prior year period.

                    Income from continuing operations for the nine months ended
                    September 30 was $50.5 million or $1.35 per diluted share
                    compared with $18.5 million or 60 cents per diluted share
                    for the year ago period.

                    Net operating earnings were $20 million or 54 cents per
                    diluted share for the quarter ended September as compared to
                    $800,000 or 2 cents per diluted share for the prior year
                    period.




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                    Net operating earnings were $53.7 million or $1.44 per
                    diluted share for the nine months ended September 30 as
                    compared to $22.7 million or 74 cents per diluted share for
                    the prior year period.

                    As you know, net operating earnings is a non-GAAP
                    measurement. We determined net operating earnings by
                    adjusting GAAP income from continuing operations, by net
                    realized capital gains and losses, and the change in value
                    of embedded derivatives, as adjusted for the related affects
                    upon the amortization of deferred acquisition costs 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 results 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 U.S. GAAP. Net income for the quarter amounted to $12.8
                    million or 34 cents per diluted share, as compared to $1.6
                    million or 5 cents per diluted share for the prior year
                    period.

                    For the nine months, net income amounted to $50.5 million or
                    $1.35 per share as compared to $16.7 million or 55 cents per
                    diluted share for the year ago period. Total revenue for the
                    quarter increased to $198.1 million from $134.6 million for
                    the prior year period which represents an increase of 47%.

                    For the nine months, total revenue increased to $606 million
                    from $360 million for the prior year period which is a 68%
                    increase. Total benefits and




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                    expenses increased to $189.5 million for the quarter from
                    $140.9 million which is a 34% increase.

                    And, for the nine months ended September 30, total benefits
                    and expenses increased to $560.8 million from $350.4 million
                    which is an increase of 60%. The increases in both the total
                    revenue and total benefit and expense were principally drive
                    by the acquisition of Scottish Re Life Corporation which was
                    previously called ERC Life and growth in the company's
                    re-insurance business in North American, as well as, growth
                    in its investment income due to the increase of its invested
                    asset base.

                    ERC Life added approximately $30 million of premium this
                    quarter and $108 million in the year to date period. ERC
                    Life is currently performing in line with our initial budget
                    for the quarter, as well as, for the nine months.

                    The company's total assets were $6.9 billion as of September
                    30, 2004. Our core investment portfolio which includes cash
                    and cash equivalents but not including funds with held in
                    interest totaled $3.1 billion at an average quality rating
                    of double A minus and effective duration of 3.3 years and a
                    weighted average book yield of 4.3%.

                    This compares with a portfolio balance of $2.4 billion,
                    average quality rating of Double A minus, effective duration
                    of 3.9 years, and an average book yield of 4.5% as of
                    December 31, 2003.

                    Funds with held in interest amounted to $1.5 billion, had an
                    average quality rating of A minus, and an effective duration
                    of 4.8 years and a weighted average book yield of 6.2% as of
                    September 30, 2004.




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                    This compares with an average quality rating of A minus and
                    effective duration of 5.1 years and an average book yield of
                    6.3% as of December 31, 2003. The market value of the funds
                    with held at interest amounted to $1.5 billion as of
                    September 30.

                    Investment losses which are presented before taxes but
                    include the amortization of deferred acquisition costs
                    totaled $3.4 million in the quarter and $3.7 million since
                    the beginning of the year.

                    Losses for the quarter and year to date include $2.2 million
                    arising from the mark to market of an interest rate swap. We
                    entered into this swap to mitigate the impact of rising rate
                    on certain of our assets not supporting re-insurance
                    liabilities.

                    This interest rate swap has not been designated as a hedge
                    and accordingly, the mark to market runs through the income
                    statement. The quarter and the year to date impairment
                    losses amounted to $1.2 million and $3.2 million,
                    respectively.

                    During 2003, we adopted (Digby) 36 which requires us to
                    account for our modified co-insurance contracts on a fair
                    value basis. The change in fair value of the derivative for
                    the quarter amounted to a loss of $5.5 million net of
                    related amortization of deferred acquisition costs.

                    The gain for the year to date period amounts to $456,000.
                    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 arisen
                    principally because of the decrease in rates.




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                    Going forward, we would generally expect to experience a
                    gain as rates rise and the losses they fall. On a longer
                    term basis, the value of the embedded derivative will trend
                    towards zero.

                    As discussed earlier, changes in this value are excluded
                    from operating earnings and do not impact the economics of
                    these contracts. Our book value per share as of September 30
                    amounted to $20.08 compared to $18.73 as of the beginning of
                    the year.

                    Excluding the impact of FASB 115, book value per share
                    amounted to $19.68 per share in comparison with $18.51 per
                    share as of December 31, 2003. I'd like to take a moment to
                    give you a brief overview of the progress we're making in
                    our business and some guidance as to how we measure that
                    progress.

                    We'll start with our traditional solutions business in which
                    we provide mortality risk transfer capacity for the top life
                    insurance companies in North America.

                    As of September 30, 2004, the company had approximately $307
                    billion of life re-insurance in force covering approximately
                    7.5 million lives with an average benefit per life of
                    $41,000.

                    As of December 31, 2003, the company had approximately $275
                    billion of life re-insurance in force in its North American
                    segment covering 6.2 million live with an average benefit
                    per life of $43,000.

                    During the quarter, we originated approximately $16 billion
                    of new traditional life re-insurance from existing and new
                    clients. On a year to date basis, we originated
                    approximately $43 billion.




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                    Our production goal for this year in the traditional
                    solutions business has been to originate between $65 and $70
                    billion of new business. And, we're well on our way to
                    meeting this goal.

                    Mortality experience continues to be favorable as well with
                    actual experience in the third quarter of the year running
                    slightly below expected levels. Since inception of the
                    traditional solutions business line, mortality is
                    approximately 95% of expected levels on a cumulative basis.

                    We anticipate our mortality to continue to remain
                    approximately around 100% of expected levels and we see no
                    adverse trends emerging. And, as previously stated, the
                    projections we use to develop our plan and long range
                    forecasts are based on 100% of expected mortality.

                    Also, during the quarter in connection with some of our
                    efforts to secure ties, our regulation Triple X reserves, we
                    performed a (Seriadam) Mortality Study that was validated by
                    a leading independent actuarial consulting firm and supports
                    the information that we've presented.

                    In our financial solutions business, we measure progress by
                    measuring the GAAP reserves that we hold on our balance
                    sheet. Reserves for the financial solutions business
                    increased modestly to $3.3 billion as of the end of the
                    quarter compared to $2.9 billion as of the beginning of the
                    year.

                    As we have said in the past, we've been very selective in
                    re-insuring additional fixed annuity business due to the
                    current interest rate environment in what we perceive to be
                    non-economic pricing decisions that prevail in the primary
                    market.




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                    On a same store basis, spreads on the fixed annuity
                    portfolio remains unchanged at about 165 basis points from
                    the prior quarter but increased by 11 basis points from the
                    third quarter of 2003.

                    Relative to last quarter, a three basis point decrease in
                    average investment yield was offset by a three basis point
                    decrease in the average crediting rate. In relation to the
                    third quarter of 2003, yields dropped 15 basis points while
                    the average crediting rate dropped by 27 basis points.

                    Over both periods, the decline in yields rose mainly from
                    the employment of new money yields lower than the average in
                    force yield on the related portfolios. Most of our three and
                    five year guaranteed products have scheduled increases of 15
                    or 25 basis points at each policy anniversary.

                    On annual reset products, however, our clients have been
                    taking advantage of low new money rates to reduce crediting
                    rates on annual renewals. In our international business,
                    premiums in the quarter were approximately $29.5 million
                    which is a slight decline from the $30.2 million that we
                    reported for the quarter, third quarter of last year.

                    This year over year comparison is due to, first of all,
                    changing from a cash basis of accounting for premiums
                    earnings which makes the comparison somewhat difficult.

                    And, two, our decision not to renew several under performing
                    treaties. The net result is to improve the margins of our
                    international book going forward. We expect the
                    international business will continue to grow and support
                    significantly wider margins than our North American
                    business.




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                    And, in addition, the non-U.S. markets are experiencing many
                    of the capacity constraints that we see in North America
                    which presents in our opinion both significant growth
                    opportunities, as well as, improving pricing conditions.

                    As you all may know, on October 18, we announced that we had
                    agreed to acquire the U.S. individual life re-insurance
                    business of ING Re. We will re-insure the liabilities of all
                    of ING Re's individual life business through a co-insurance
                    transaction.

                    ING Re will transfer to us assets equal to reserves of
                    approximately $800 million and will pay us a seating
                    commission of $560 million. These assets will be held in
                    trust to secure the reserve obligations of the business that
                    we're assuming.

                    In addition, ING Re will transfer certain operating assets
                    associated with the business that are principally computing
                    systems. Following the acquisition, Scottish Re will have
                    approximately $1 trillion of life re-insurance in force;
                    $8.8 billion in total assets; approximately $2.1 billion in
                    revenue; and a capital base of approximately $1.3 billion.

                    Scottish Re and ING Re have complimentary broadly
                    diversified books of traditional mortality business with
                    minimal overlap. This transformational transaction will
                    allow Scottish Re to further increase its new business
                    production while also giving Scottish Re the opportunity to
                    further enhance its operational infrastructure and achieve
                    economies of scale.

                    In addition to the assets to be transferred by ING Re, we
                    will raise an additional $230 million of capital to satisfy
                    the capital requirements to support the acquired business.
                    This new capital includes $180 million to be provided




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                    by The Cypress Group which is a private equity firm and
                    approximately $50 million of additional trust preferred
                    securities.

                    Scottish Re, Cypress, and advisors which included Accenture,
                    Bear Stearns, Ernst & Young, Merrill Lynch, and Tillinghast
                    performed extensive due diligence on the acquired business.

                    We arrived at our valuation through extensive actuarial and
                    economic analysis and by effectively re-pricing the business
                    to meet our group's return hurtles. Let's talk about the
                    integration of ERC Life which we have recently completed the
                    transfer of the ERC Life business to the Scottish Re
                    platform.

                    Since the closing of the transaction on December 22 of last
                    year, several enhancements to our organizations
                    infrastructure has been made to better manage this acquired
                    block of business.

                    These enhancements included an updated claims database,
                    account management system, mapping of electronic and paper
                    data fees, and an actuarial system to handle the individual
                    session business.

                    For the quarter and the nine months, as we mentioned, the
                    ERC block of business has been performing consistent with
                    our pricing expectations. Let's return in some respect to
                    our attention to the subject of (Cokehauser), contingent
                    convertible debt instruments.

                    During the quarter ended September 30, 2004, EITF04-8 the
                    effect of continually convertible debt on diluted earnings
                    per share was issued by the FASB. EITF04-8 requires that
                    instruments with embedded conversion features that are
                    contingent upon market price triggers be included in diluted




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                    earnings per share calculations regardless of whether the
                    contingency has been met.

                    Scottish Re's 4.5% senior convertible notes are convertible
                    on the basis of a market price trigger. On October 26, 2004,
                    we amended the terms of these notes so that we are required
                    to settle the principal amount of $115 million in cash.

                    As a result, we shall continue to apply the treasury stock
                    method in calculating diluted earnings per share for amount
                    in excess of the principal of $115 million.

                    We're pleased to announce as well that our board of
                    directors has named Jean-Claude Damerval as the Director of
                    Scottish Re Group Limited. Jean-Claude will be taking the
                    board seat vacated by (Contron) who stepped down during our
                    - following our last board meeting.

                    Throughout his career, Mr. Damerval has been actively
                    involved in supporting corporate finance operations within
                    the insurance industry including mergers and acquisitions to
                    mutualizations, joint ventures, strategic alliances, and
                    capital restructurings.

                    Mr. Damerval brings with him a proven track record in
                    complex negotiations which occurred all around the world.
                    We're delighted that Mr. Damerval has agreed to serve as a
                    Director of Scottish Re. And, we look forward to benefiting
                    from his more than 30 years of experience in the finance and
                    insurance industries.

                    Mr. Damerval is experienced in the industry and included
                    leadership roles in many international transactions and
                    organizations. From October 1994 to




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                    March 2003, Mr. Damerval represented the interests of
                    Artemis in connection with it's investment in management
                    over sight of Aurora National Life as both a director and
                    executive committee member.

                    Between July 1997 and late 1999, Mr. Damerval served an
                    active role in projects associated with Price Waterhouse
                    Coopers in the UK, France, and Japan.

                    Mr. Damerval's significant role in the insurance industry on
                    an international scale has also included leading the
                    national mutual negotiations in Australia on behalf of AXA
                    from September 1994 to October 1995, as well as, being the
                    lead executive in charge of the acquisition and sponsored to
                    mutualization of the equitable.

                    Over the course of his career, Mr. Damerval had served on
                    the board of directors with a number of prominent insurance
                    companies including AXA, (Occidalitalia), Artermis,
                    (unintelligible) Life, CX Re, and IMA, Italy's foremost
                    composite insurer. We welcome Mr. Damerval to our board.

                    Now, let us turn our attention to earnings guidance for the
                    balance of 2004 and then we'll turn to preliminary earnings
                    guidance for 2005. Our efforts to further build 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 in organization, growth and operating
                    earnings per share; growth in book value per share; and
                    increasing returns on equity.

                    And, our expectations for 2004 and the balance of the year
                    are consistent with those objectives. Let's discuss by
                    reviewing our revenue expectations. We have used 2003 total
                    revenues of $557 million as a point of reference.




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                    And, we would expect that Scottish Re's total revenues for
                    the year ended 2004 would grow approximately 50 to 60% over
                    that number to between $835 million to $890 million and
                    driving the revenue increases the growth in earned premiums
                    of approximately 54 to 56% over 2003's value and the growth
                    in investment income of 55% over 2003's number as well.

                    And, we expect that earned premiums will represent
                    approximately 69 to 70% of total revenue with approximately
                    29 to 30% represented by investment income. On a year to
                    date basis, premium earned was about $440 million, a 73% of
                    our expectations for the year.

                    In addition, year to date total revenue was $606 million or
                    70% of our expectations for the year. Thus, one takes into
                    account the seasonal pattern of premium flows that happen to
                    be skewed towards the second half and particularly the
                    fourth quarter of the year; you can see why we remain
                    confident that our revenue expectations are achievable.

                    Using Moody's Credit Default models, we expect that our bond
                    portfolio will produce realized losses totaling
                    approximately $7 to $10 million in 2004 based on the
                    portfolio's size and weighted average Moody's Default Score.

                    While we have only reported net realized losses on a year to
                    date basis of $3.7 million, we have not changed our specific
                    guidance with respect to this number. Finally, we expect to
                    report fee income of approximately $10 to $15 million for
                    the year with $8.7 million of fee income reported year to
                    date that expectation remains reasonable.

                    Of the revenue, we expect to report in 2004 approximately
                    60% will be driven by our North American mortality risk
                    transfer business; 20% from our North




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                    American Financial Solutions business; and approximately 20%
                    from our international solutions business.

                    And, we expect that our North American traditional business
                    will originate approximately $65 to $70 billion of new
                    business which represents an increase of 18 to 27% over
                    2003's level.

                    And, to that - and to date, we have originated approximately
                    $43 billion of new mortality risk business which is
                    approximately 61% of our objective for 2004. However, keep
                    in mind, we're not motivated by market share objectives and
                    merely use such as a simple yardstick.

                    We're focused on writing well priced business that meets or
                    exceeds our risk adjusted return objectives and builds long
                    term value in the companies. In terms of operating expenses,
                    we continue to leverage our group infrastructure and our
                    efficient business model.

                    So, it should come as not surprise that our operating
                    expense of total revenue ratio continues to decline as the
                    company grows. For 2004, we would expect that ratio to
                    decline to a range of 5.3 to 5.5%.

                    For the last 12 months, which is a measure we use to correct
                    for seasonality and revenue and expense patterns, the
                    affects to revenue ratio was 5.5%. Affects in the third
                    quarter was a bit higher than expected due to additional
                    professional fees and costs related to the implementation of
                    Sarbanes Oxley Section 404.

                    That incremental cost adversely impacted net operating
                    earnings per share by approximately 2 to 3 cents. Estimated
                    Sarbanes Oxley implementations costs is difficult to say the
                    least. But, it's appropriate to expect that we may see our




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                    affects adversely impacted in the fourth quarter to the tune
                    of 3 to 4 cents as we come to the end stages of this
                    implementation project.

                    Favorable results elsewhere in our business may offset that
                    impact but it's important for shareholders to know that
                    implementation costs are running higher than expected.

                    Finally, the resulting operating earnings per share range
                    that we would expect to report for the year continues to be
                    at $2.10 to $2.30 per share range. And, while earnings in a
                    calendar year are somewhat seasonal, as the company has
                    grown, that ramp up is becoming somewhat less pronounced,
                    although, that has been somewhat aggravated by the seasonal
                    patterns of ERC's premiums as they come online.

                    And, on a quarterly basis, our 2003 operating EPS ramp up
                    should see 28 to 30% of earnings appear in quarter four.
                    Now, let's turn ourself to preliminary guidance for 2005.

                    This guidance includes the affect of our pending acquisition
                    of the individual life re-insurance business of ING Re that
                    is expected to close by the end of the year. As we mentioned
                    on our conference call announcing the acquisition, we will
                    continue to update you regarding guidance periodically and
                    would expect to provide additional information shortly after
                    the closing of the transaction.

                    On the revenue front, we would expect to earn for the full
                    year of 2005, total revenue in the range of $2.1 to $2.3
                    billion driven by earned premium in the range of $1.9 to
                    $2.1 billion; investment income in the range of $275 to $350
                    million; and fee income in the range of $10 to $12 million
                    for the year.




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                    Operating expenses for the combined operations are expected
                    to be in the range of 4.9 to 5.2% of total revenue which
                    represents the further achievement of operating leverage in
                    our organization.

                    Finally, the resulting operating earnings per share that
                    we'd expect to report for year ended 2005 would be in the
                    range of $2.75 to $2.95 per share which represents an
                    increase of approximately 30% over 2004's guidance range of
                    $2.10 to $2.30.

                    That breaks down into approximately 20% derived from organic
                    operating EPS growth in the year plus approximately 10%
                    earnings accretion from the ING Re acquisition.

                    Finally, and perhaps most importantly, these earnings
                    expectations result in a return on average equity of 15% for
                    the full year ended 2005 which is one year earlier than our
                    long held objective which was originally 2006.

                    I'd like to conclude today's prepared remarks by saying that
                    all of us at Scottish are very excited by the prospects for
                    the remainder of 2004, for 2005, and beyond. And, thank you
                    for your continued support and interest in the company. And,
                    at this point, we will open up for questions. Operator.

Operator:           At this time, I would like to remind everyone, if you would
                    like to ask a question, please press star then the number
                    one on your telephone keypad. We'll pause for just a moment
                    to compile the Q&A roster. We are continuing to pause to
                    queue the roster. One moment please. Your first question
                    comes from Al Kapra of Oppenheimer and Company.

Al Kapra:           Good morning. What I was wondering is, given the amount of
                    consolidation we've seen in the life re-insurance based over
                    the past two years and, you




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                    know, with the ING Re deal coming up. Are you seeing any
                    changes in how the primary companies are reacting to the
                    market place? I mean, is it creating dislocations? And, if
                    so, you know, has that been beneficial or not for you?

Scott Willkomm:     That's a very good question, Al. I think, that the
                    consolidation trend, I think, has been a very powerful trend
                    in terms of how it impacts both our business directly, as
                    well as, how it impact the decision making of our customer
                    or potential customer universe.

                    I think, that we've seen somewhere on the order of 35 to 40%
                    of the capacity that was available, you know, say in the
                    past two to three years get acquired by other parties. RGA
                    acquired Aviance. Swiss Re acquired Lincoln Re.

                    We acquired a portion of ERC and now ING Re. And, there have
                    been a number of transactions as well that have taken place.
                    And, the concentration of capacity has caused, first of all,
                    I think, people to reevaluate what the true cost of capital
                    is supporting the re-insurance business.

                    And, perhaps it could be suggested that there was some
                    capital and capacity in the market that was under priced
                    relative to what one would consider true cost of capital.
                    And, I think, that discipline is clearly changing the key
                    leading companies in the industry, I think, have a fairly
                    rigorous approach to allocating capital and costing that
                    capital.

                    That has, in many cases, caused some of the costs of
                    re-insurance to increase for seeding companies. Some seeding
                    companies, we know, have reduced the amount of reliance on
                    co-insurance and have put some of their business into an
                    excess model which was how business was predominantly
                    written 15 years ago.




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                    That hasn't particularly impacted the re-insurers because of
                    the great degree of concentration. But, I think, it is
                    causing direct companies to think about their relationship
                    with the re-insurer on an economic basis.

                    So, I think, it creates great opportunity for those of us
                    who are leading participants in the life re-insurance
                    market. And, that list is becoming shorter, you know, in
                    recent years certainly. But, I think, it's also creating a
                    discipline in terms of how risk is accepted and priced. Does
                    that answer your question?

Al Kapra:           It does. Just one follow up, since we were talking about
                    cost of capital. Where is the industry at this point in
                    terms of coming up with a even longer term securitization
                    solution for some of the excess reserves tied to Triple X?

Scott Willkomm:     Well, I think, speaking just somewhat anecdotally, I think,
                    that there are clearly efficient mechanisms or structures to
                    securitize the redundant reserve exposure generated by
                    regulation Triple X.

                    I anecdotally believe that there are a number of
                    transactions that are being worked on as we speak by
                    re-insurers and by some of the large direct writers. And, I
                    would expect that we will see a hand full of these before
                    the end of the year and into the first quarter.

                    Keeping in mind, however, that the gross exposure to
                    regulation Triple X over the next 10 years is quite dramatic
                    relative to where it is today. So, I think, that re-insurers
                    in particular are well suited to provide securitization
                    capacity, if you will, to direct companies.

                    Because, we have a more diversified spread of risk across
                    multiple companies, many, many companies which makes for
                    volatility the performance of the block generally, you know,
                    quite benign relative to an individual company's




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                    performance where they have exposure to systematic
                    underwriting risks and demographic risks and the like.

                    So, but I think, that a lot of people have talked about
                    securitization for a long time. I think that most of what
                    you heard in 2002/2003 was just that, talk. I think, that
                    the latter half of 2003 and certainly through 2004 and into
                    2005, I think, we're seeing a lot of traction and the
                    structures that are being developed and pursued by firms are
                    meeting regulatory and rating agency criteria, you know,
                    thoughtfully. So, I think, it's, you know, a long way from
                    getting to a mature structure and process. But, it's
                    certainly no longer just talk.

Al Kapra:           That's helpful, thanks a lot.

Operator:           Your next question comes from Jeff Schuman of KBW.

Jeff Schuman:       Morning Scott.

Scott Willkomm:     Morning.

Jeff Schuman:       I was wondering if you could repeat one statistic that I
                    missed. What was the traditional solutions new business
                    production in the quarter?

Scott Willkomm:     Sixteen.

Jeff Schuman:       Sixteen okay. And, do you have a traditional solutions
                    production goal for 2005?

Scott Willkomm:     Yes, we do Jeff. I didn't mention that quite frankly. We
                    would anticipate with the ING Re transaction writing on the
                    order of around $100 billion of new business.




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Jeff Schuman:       About $100 billion. And, can you just give us a little bit
                    better understanding of kind of how you kind of market going
                    forward with the ING? In other words, when you assume
                    control of that company, are there - do you have the
                    discretion to re-price or re-negotiate some of the open
                    treaties?

                    And, are you going to do that? And, you know, how much of
                    their, I guess, sort of new business origination platform
                    are you taking on? Are you taking on kind of all their sales
                    and marketing people? Or, how is that going to work?

Scott Willkomm:     Well, with respect to re-pricing existing or open treaties,
                    the answer is, you know, we don't, you know; sort of
                    stereotypically don't have the opportunity to re-price them.

                    That was built into the transaction and the pricing of the
                    block as a whole in the trade we're doing with ING if you
                    will. Restructuring or re-pricing those with individual
                    seeding companies is highly unlikely. So, that was built
                    into the pricing of the transaction.

Jeff Schuman:       Okay.

Scott Willkomm:     With respect to new business origination platform, you know,
                    we anticipate welcoming a number of the team from ING to the
                    Scottish team. Although, it is unfortunate but there are
                    redundancies in terms of how we cover the market as a
                    combined organization.

                    So, we will be taking on a rational element of the
                    origination team. But, inevitably we will not be able to
                    accommodate all of the people on the origination team.




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Jeff Schuman:       And, I mean, looking at the increase of 70 as a production
                    issue to 100 next year. I mean, are you going to be able to
                    attempt any kind of new market segments? Or, is this really
                    just a penetration opportunity?

Scott Willkomm:     Well, actually there's very little over lap between our book
                    of business sort of on a dollar weighted basis. I mean,
                    we're in some of the same accounts. But, the amount of or
                    the magnitude of the relationship that we have with some of
                    the companies is relatively modest relative to ING.

                    When you sort of do a side by side, you know, the ING group
                    has, you know, much greater breadth and depth, as you might
                    imagine, from the size of the book of business that they're
                    acquiring.

                    We're very familiar with these accounts. We have quoted on
                    these accounts. Haven't won all of the accounts but have
                    certainly a lot of experience with them. So, the nice thing
                    is there's - the books of business are quire complimentary.
                    So, incremental opportunities, I think, are going to be
                    pretty attractive.

Jeff Schuman:       So, they're not really different markets. But, they've
                    penetrated a number of different accounts that you haven't
                    historically penetrated. Is that the right way to think
                    about it?

Scott Willkomm:     Yes, I think, that's a good way to think about it.

Jeff Schuman:       And, as we're thinking about the EPS guidance for next year,
                    can you talk a little bit about the quarterly ramps.
                    Obviously, there's some, I guess, there's some
                    (unintelligible) about the exact point at which you close
                    ING and obviously some kind of a trajectory in terms of kind
                    absorbing that.




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Scott Willkomm:     Right. The funny thing is I intentionally didn't give a
                    quarterly ramp. Because, we are - as we speak, you know,
                    working on, you know, mapping out all of the sort of monthly
                    and quarterly premium and claims patterns so that we can be
                    very confident in giving that guidance.

                    As you may recall, when we took over ERC, we had very good
                    annual data not very good granular, monthly, or quarterly
                    data. So, you know, I think, our objective is to and we have
                    certainly the time to do that over the ensuing couple of
                    months before we close.

                    We expect to close December 31, by the way. So, the impact
                    of ING's contribution to earnings will start effective the
                    first of the year. So, there won't be sort of a partial
                    period, if you will.

                    But, we'll be giving more guidance, Jeff, as we you know
                    further, you know, verify and validate the monthly and
                    quarterly premium patterns. So, I appreciate the question
                    and understand why you ask it.

Jeff Schuman:       Okay, just directionally, would it be prudent at this point
                    for us to kind of back end load that a bit?

Scott Willkomm:     It's always back end loaded. I think, the experience,
                    however, we had with ERC is that core to core tends to be
                    the big quarter. Quarter one is next. Quarter two is third.
                    And, actually quarter three tends to be the lightest
                    quarter.

                    A lot of it has to do when policy anniversary dates occur
                    depending upon the actual nature of the underlying policy.
                    So, I think, it's fair to say that it tends to be in the
                    industry a back end loading however.




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                    So, I think, if you're contemplating taking a stab at that
                    ramp, I think, that's probably a fair approach. But, I would
                    just caution you that as we provide more guidance, we may
                    want to help sort of guide the relative ramp a little bit.

Jeff Schuman:       Okay, that's helpful. Thanks a lot. You guys actually had a
                    nice quarter.

Scott Willkomm:     Thank you.

Operator:           Your next question comes from Jeff Hopson of AG Edwards.

Jeff Hopson:        Hi, good morning.

Scott Willkomm:     Good morning.

Jeff Hopson:        A couple of questions here. We've heard about aggressive
                    placing in the primary markets for secondary guarantee
                    products. How are you approaching that type of environment?
                    And, then two, you might have said this, but the ERC block,
                    how did that perform in the quarter?

Scott Willkomm:     Yes, to answer your second question first, Jeff. I did
                    mention, but ERC performed well in the quarter and on a year
                    to date basis. It's contributing to operating earnings what
                    we expect, so. It performed in line with what we had
                    advertised.

                    With respect to item one, we don't actively pursue
                    opportunities in the secondary guarantee space. And, don't
                    have, you know, any particular direct knowledge because we
                    intentionally do not write that business.




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Jeff Hopson:        Okay. And, then on the ING acquisition, how does - you're
                    going to, I guess, maintain the Denver location. How will
                    different functions be divided, I guess, so that you get the
                    maximum amount of expense leverage?

Scott Willkomm:     Yes. We anticipate that Denver will be an administration and
                    operation center for us. And, you know, we're going to
                    develop it accordingly and in fact we're going to be moving
                    one of our senior executives from Charlotte to Denver in the
                    early days post closing to provide, you know, on the ground
                    leadership in Denver.

                    So, we are initially going to run the ING book on its
                    existing administration platform. And, we will continue to
                    run the Scottish Re platform on its own administration
                    platform.

                    We have brought in to work with our transition team the guys
                    at Accenture to help us evaluate the unification of those
                    administration systems over a fairly short period of time up
                    close to closing, such that we will be able to further
                    achieve more expense leverage operating leverage, if you
                    will, in the operation.

                    All of our offices are connected by wide area network
                    facilities. So, to the extent we have administration/staff
                    in Charlotte and administration/staff in Denver, we don't
                    believe that there will be any redundancy in terms of costs.

                    We actually have a relatively modest size group in Charlotte
                    relative to the team in Denver. And, with the amount of
                    business that we're taking on, the amount of the - the size
                    of the book of business, the team in Denver actually will be
                    quite fully employed as it is.




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                    So, and as you think about, as we anticipate our general
                    production to be at levels greater as a result of the
                    transaction than they would have been had we just - had we
                    not done the transaction, we actually will get additional
                    unit cost leverage out of the operations side of the house.

Jeff Hopson:        That's it, very good.  Thank you.

Scott Willkomm:     Thank you.

Operator:           Your next question comes from Andrew Kligerman of UBS
                    Security.

Andrew Kligerman:   Good morning, just a quick one and then I have a follow up.
                    With regards to your cash position, it seems to have dropped
                    by about $80 million in the quarter. Could you clarify why
                    that went down?

Scott Willkomm:     Yes. I will do that. (Elizabeth) can you click on there?
                    We're in different locations, so.

Andrew Kligerman:   Oh okay.

(Elizabeth):        There's no particular reason for that. As you can see, the
                    investment portfolio has gone up. And, part of that cash
                    position does represent a short term investment within our
                    investment portfolio. So, it would just be additional
                    investment of cash within the investment portfolio.

Andrew Kligerman:   Okay. And, then shifting over to - let's assume that, you
                    know, we're at December 31 and the ING Re transaction has
                    closed. Could you outline for us your debt to capital level
                    at that time, your RBC levels, and whatever excess capital
                    you might have? And, then maybe take us out to when you
                    might expect to do a capital raise?




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Scott Willkomm:     Well, as you may recall, Andrew, we said when we announced
                    the deal that we anticipated as we've been saying for three
                    years now that we would likely be raising somewhat on the
                    order of $200 million during the course of 2005 which is to
                    support the ongoing growth of the business away from the ING
                    acquisition which is for all intents in purposes funded by
                    the negative seeding commission and the incremental capital
                    that we're raising in connection with the deal.

                    So, the - and, we've, you know, factor that into all of our,
                    you know, return and guidance calculations as well. So, when
                    we give the guidance, it includes that, you know, factor.
                    So, we - in terms of estimated capital, we would expect to
                    have at the end of 2005, in terms of equity, exclude if you
                    will the $200 million that we just referred to slightly in
                    excess of $1 billion in equity.

                    Total capital on the order of, when you add in our trust
                    preferred and mezzanine equity, that adds approximately
                    another $390 million to the total capital base. So,
                    effectively we'll be at about $1.4 billion of total capital
                    sans the additional capital that I referred to which is a
                    very high level relative to be it any IC models or any of
                    the rating agency models, so.

Andrew Kligerman:   Would it be above 300 RBC?

Scott Willkomm:     Yes.

Andrew Kligerman:   Okay.  And, debt to capital?

Scott Willkomm:     Debt to cap, I'm just trying to look on a sheet here. It's,
                    you know, it's going to be - I'm just trying to find a page
                    here. I'll be approximately 19 to 20% which is the measure
                    that we use.




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                    Now, if you include the additional $200 million, it'll be
                    about 17% and that's at the end of 2005. So, at the
                    beginning of the year at the closing, if you will, at the
                    end of 2004, it'll be about 20% which is the number we
                    generally manage to.

Andrew Kligerman:   And, so if X the $200 starting out the year, I mean, how
                    much cushion do you have where you need to ride it? Like how
                    much capital, excess capital, will you have after the $200
                    million starting on January 1?

Scott Willkomm:     We'll actually have a fairly substantial amount of excess
                    capital quite frankly. So...

Andrew Kligerman:   Do you feel...

Scott Willkomm:     Yes, I mean, I think, the key thing to keep in mind, we
                    start out the year of 2005 with about, you know, a very
                    large in force block which generates significant cash flows.

                    However, it doesn't generate all that cash flow in the first
                    quarter or first two quarters of the year. So, I think, as
                    you look out at the company over multiple years, you see
                    significant internal capital generation that reduces
                    significantly, you know, our historic dependence on periodic
                    new capital raises.

                    However, because, you know, the transaction and the cash
                    flow from the in force book of business has (unintelligible)
                    in the first, you know, three to six months of the year, we
                    have continued to plan and we will obviously evaluate our
                    capital position as we get into the new year.




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                    But, we have continued to plan and continue to guide the
                    investment community to the previous expectation that we've
                    had out there for a number of years now.

Andrew Kligerman:   Okay, thank you.

Scott Willkomm:     Thank you.

Operator:           Again, I would like to remind everyone, if you would like to
                    ask a question, please press star then the number one on
                    your telephone keypad. Your next question comes from Bin Yu
                    of Eagle Capital Management.

Bin Yu:             Good morning, Scott. I have a couple of questions. One is,
                    could you just give us a bit more color around international
                    re-insurance business on you mentioned earlier the year
                    giving your (unintelligible) that's one area that you are
                    looking to growth organically. I wonder how that effort is
                    going and what are the trends in that market.

                    Second, just to help us think about the company, what the
                    company will look like a couple of years down the road. In
                    terms of priority, where do international and also the
                    financial guarantee business rank in the grandeur scheme of
                    things.

Scott Willkomm:     Okay, sure. And, remind me if I don't remember all the ones
                    you just asked. With respect - first of all, we don't
                    financial guarantee business, just to correct a point. Our
                    financial solutions business is the re-insurance of interest
                    sensitive liabilities.

                    It's a spread business. So, we're not guaranteeing
                    performance of bonds and stuff like that. So, I don't know,
                    that may have just been a mix of words. The




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                    international business continues to be a very important part
                    of our overall organization.

                    The, you know, the key management in our international team
                    continue to feel as if we're raising the bar on them because
                    we've significantly increased the size of North America
                    through acquisition and expect them to maintain a fairly
                    aggressive pace of growing organically our non-U.S.
                    business.

                    We continue to have that focus. The markets are very, very
                    favorable to a market participant like Scottish Re. We've
                    invested significantly in the platform, in the people, in
                    our Windsor office to generate that business.

                    We have - we're, you know, when we first bought the business
                    two and a half years ago, three years ago, we wrote very
                    little business actually in the UK. Most of the business
                    written in the international group there was written in
                    other parts of the world.

                    We've had an active focus on the UK since the beginning of
                    this year, UK and Ireland. We've actually had some very
                    successful opportunities come to us in those markets. We
                    continue to actively mind and cover those markets and expect
                    that that will contribute attractively to the overall
                    business.

                    We've also been looking very closely at continental Europe
                    as well. And, we have participated in certain portfolio
                    closed block transactions to date. We're looking at some of
                    the new business opportunities, the enhancement of our
                    marketing team to focus on that particular segment of the
                    market.

                    So, it's - while it is small, it has gotten small quite
                    frankly because of the acquisition climate in the U.S.
                    market which is somewhat short lived at the




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                    end of the day. So, it's a significant focus for us as a
                    group, as a management team, and as an organization overall.

                    Financial solutions continues to be an important product for
                    us. We have intentionally viewed financial solutions as a
                    complimentary to our mortality risk transfer business.

                    We are principally first and foremost a mortality shop.
                    However, but financial solutions continues to be an
                    important contributor. And, if you think about some of the
                    guidance comments that were made, it contribute somewhere on
                    the order of 20% of our operating profit.

                    And, we think that's appropriate, an appropriate level
                    relative to our enterprise capital allocations. So, 20% of
                    the overall business in the organization coming from that
                    space. Is that helpful?

Bin Yu:             Yes, thank you.

Scott Willkomm:     Yes, thank you.

Operator:           Again, if you would like to ask a question, please press
                    star then the number one on your telephone keypad. Your next
                    question comes from Jeff Schuman of KBW.

Jeff Schuman:       Beat this to death a little bit, I guess, I'm going to go
                    back to guidance, just getting a clearer stint of how the
                    expectation of an equity raise intersects with your 2005
                    guidance. Is that in the 2005 guidance?

Scott Willkomm:     Yes, it is Jeff. It's - we assumed it was a mid year, you
                    know, use the mid year convention. So - which is probably
                    consistent with what likely timing




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                    expectations would be. So, it's in the denominator on both
                    the ROE calculation as well as on the operating EPS
                    calculation.

Jeff Schuman:       Okay. And, then you spoke to this a little bit. But, I was
                    hoping you'd come back to a little bit. Because, I know,
                    it's an issue that's going to come up probably in the next
                    few months.

                    And, that's the issue of, you know, the Triple X
                    securitization solution and your view on the extent to which
                    it represents, kind of, you know, a very helpful tool for
                    Scottish, another re-insurers versions potentially, I guess,
                    a threat in the form of a (unintelligible) type of capacity.

Scott Willkomm:     Sure. Yes, no that's a very good question. In fact, I spoke
                    on an S&P conference two weeks ago or it actually, I think,
                    it was last week on the very topic.

                    We view Triple X securitization as, you know, an important
                    tool as you say for us. We do not see it as being very
                    competitive with our business. In fact, what we have
                    observed to date and, of course, there aren't a whole lot of
                    data points out there.

                    There is a lot of conversation, however, going on. From a
                    direct company standpoint, there are very few - it's a
                    fairly short list of direct companies who have the size of
                    in force portfolio on their balance sheet today who could
                    execute, you know, an efficient securitization of Triple X
                    related risk.

                    If you remember that most of the large term writers
                    re-insure upwards of 80 or 90% of their books of business
                    especially the post Triple X risk. It's already in the hands
                    of the re-insurers such as Scottish Re and others.




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                    So, we are important and intrical parts of and parties to
                    that transaction. The way that some companies, direct
                    companies have approached it, they still don't want the
                    mortality volatility.

                    So, some people have contemplated, you know, stripping out
                    the Triple X risk which is a cost of capital issue and
                    perhaps if you're a very large organization, you may be able
                    to achieve efficient execution and lock in that cost, if you
                    will.

                    But, many direct companies are contemplating seeding the
                    mortality risk premium on a YRT basis for example to the
                    re-insurer to minimize their exposure to mortality
                    volatility.

                    So, that's a construct that we have seen and have heard
                    about companies considering. The other thing, though, our
                    view is that the very powerful tool. Because, at the end of
                    the day, our view is that the model of life re-insurer is no
                    longer a traditional under writing, medical under writing
                    model.

                    It's a capital and risk management model. And, cost of
                    capital is one of the critical components to success in that
                    space. We believe that re-insurers because of our spread of
                    risk, our mortality expertise, our diversified portfolio of,
                    you know, risk can be more efficient securitizers from a
                    cost basis of the product.

                    And, we have been informally contacted, you know, by one or
                    two I understand from our sales team directly companies who
                    would be inclined to seed business to us and work with us on
                    Triple X securitization.




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                    However, we have the talent and the team, if you will, who
                    are ready, you know, have been through the exercise. They
                    know how to do it. We know how to get regulatory approval.

                    It's a fairly arduous process at the end of the day working
                    with all the constituencies involved. So, our view is it's a
                    fantastic pool in terms of reducing cost of capital,
                    mitigating risk, and is a powerful, competitive product, if
                    you will, as we factor it into our approach to the term life
                    market.

                    So, and quite frankly, the magnitude of Triple X exposure
                    over the next 10, 15 years is so dramatic, that there's
                    going to be an awful lot of variations or alternatives that
                    people will need to pursue.

                    The depth of this new securitization market is limited. It
                    may grow. But, it's currently limited. And, it certainly
                    cannot accommodate - it is not the Holy Grail at this point
                    at least to accommodate the gross amount of Triple X strain
                    that will develop over, you know, the next 10 years.

Jeff Schuman:       Thanks a lot.

Scott Willkomm:     Thank you.

Operator:           At this time, there are no further questions. Mr. Willkomm,
                    are there any closing remarks?

Scott Willkomm:     Yes, I'd just like to thank everyone for joining us today.
                    And, we look forward to speaking with you shortly after we
                    close the ING transaction at the end of the year and then in
                    February on our year end conference call. Thank you very
                    much.




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Operator:           Thank you. This concludes today's Scottish Re Group Limited
                    Third Quarter Earnings Release Conference Call. You may now
                    disconnect.


                                       END