AMENDMENT ONE
                                     TO THE
                            SCOTTISH RE GROUP LIMITED
                     2004 EQUITY INCENTIVE COMPENSATION PLAN

     The Board of Directors of Scottish Re Group Limited has amended the 2004
Equity Incentive Compensation Plan (the "Plan") as follows:


1.   Paragraph 6 of the Plan, subparagraph (e), is amended in its entirety to
     read as follows:

          Each grant shall specify the required period or periods (if any) of
     continuous service by the Participant with the Company or any Subsidiary
     and/or any other conditions to be satisfied before the Stock Options or
     installments thereof shall become exercisable, and any grant may provide
     for the earlier exercise of the Stock Options in the event of a Change in
     Control of the Company or in the event of any other similar transaction or
     event. Unless otherwise provided in the Participant's Award Agreement,
     Stock Options shall become exercisable in three equal annual installments,
     commencing on the first anniversary of the Date of Grant.


     All provisions of the Plan not specifically mentioned in this Amendment
shall be considered modified to the extent necessary to be consistent with the
changes made in this Amendment.