SCOTTISH RE
                                                       Moderator: Scott Willkomm
                                                            11-04-05/10:00 am CT
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                                   SCOTTISH RE

                            Moderator: Scott Willkomm
                                November 4, 2005
                                   10:00 am CT


Operator:           Good morning and welcome to the Scottish RE Third Quarter
                    Earnings Release conference call. My name is (Tasha) and I
                    will be facilitating the audio portion of today's
                    interactive broadcast. All lines have been placed on mute to
                    prevent any background noise.

                    After the speakers' remarks there will be a question and
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                                                       Moderator: Scott Willkomm
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                    At this time I would like to turn the show over to Mr. Scott
                    Willkomm. You may begin your conference.

Scott Willkomm:     Thank you (Tasha). Good morning everyone and welcome to the
                    Scottish RE Group Limited Third Quarter conference call.
                    This morning I'd like to take this opportunity to introduce
                    (Dean Miller) who is our new Chief Financial Officer.

                    As many of you may know, (Dean) joined the Scottish RE
                    senior management team in August after having spent five
                    years with Swiss RE as Chief Executive of their Admin RE
                    unit in London and before that as Chief Financial Officer of
                    their global life and health unit. Before joining Swiss RE
                    (Dean) was a partner with Ernst & Young in New York.

                    At this point (Dean) will walk you through our prepared
                    comments for the third quarter. (Dean)?

(Dean Miller):      Thank you Scott. Good morning everyone. As a slight
                    departure from the approach on previous calls, we will take
                    the earnings release as read and focus our prepared comments
                    on highlights on our financial results and business
                    operations for the quarter. After concluding our prepared
                    remarks we will take your questions.

                    There will be a recording of this call available after 1:00
                    pm today running through November 18. Instructions on how to
                    access the replay are included in your conference call
                    invitation with today's earnings release. Also a replay of
                    the call can be accessed on our web site,
                    www.scottishre.com.

                    Before we begin the quarter overview please keep in mind
                    that certain statements that we make are forward-looking
                    statements within the meaning





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                    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.

                    I'd like to begin with a summary of some of the more
                    significant financial highlights for the quarter. Last
                    evening Scottish RE reported net income available to
                    ordinary shareholders for the quarter ended September 30,
                    2005 of $31.9 million or 66 cents per diluted ordinary share
                    as compared to $11.6 million or 31 cents per diluted
                    ordinary share for the prior year period.

                    Net income available to ordinary shareholders for the nine
                    months ended September 30, 2005 was $66.9 million or $1.42
                    per diluted ordinary share as compared to $50.3 million or
                    $1.35 per diluted ordinary share for the prior year period.

                    Net operating earnings available to ordinary shareholders
                    was $32.6 million or 67 cents per diluted ordinary share for
                    the quarter ended September 30, 2005 as compared to $18.8
                    million or 51 cents per diluted ordinary share for the prior
                    year period.

                    Net operating earnings were $79.3 million or $1.68 per
                    diluted ordinary share for the nine months ended September
                    30, 2005 as compared to $53.5 million or $1.44 cents per
                    diluted ordinary share for the prior year period.

                    Net operating earnings available to ordinary shareholders is
                    a non-GAAP measurement. We determine net operating earnings
                    by adjusting GAAP net income available to ordinary
                    shareholders by realized gains and losses in the change in
                    the value of the embedded derivatives as adjusted for the
                    related effects on the amortization of deferred acquisition
                    cost and taxes.





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                    While these items may be significant components of
                    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 reinsurance business. However, net operating earnings
                    are not a substitute for net income determined in accordance
                    with GAAP.

                    On a quarter to quarter basis premiums earned increased to
                    $467.9 million in Q3 2005 from $438.6 million in Q2 2005. In
                    our North American traditional solutions business, new
                    business production is at $106 billion year to date compared
                    to a plan of $100 billion to $110 billion.

                    Our international segment premiums increased by $15 million
                    over the prior quarter including the impact of updated
                    reporting from a Lloyd's of London syndicate and a one time
                    $9 million increase to premiums which was largely offset by
                    a similar increase to total benefits and expenses.

                    As discussed at the last earnings call, the impact of the
                    ING acquisition and the related purchase accounting
                    adjustments that were made to that block make it difficult
                    to accurately analyze the company's benefits and acquisition
                    ratios. This has been especially difficult due to the
                    accounting implications at the new business production split
                    between 2004 and 2005.

                    Consistent with the prior quarter we have received further
                    client reporting of actual new business production and
                    completed our purchase accounting adjustments for this new
                    business in the third quarter.





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                    Also on our second quarter conference call, we gave guidance
                    with respect to our benefits and acquisition expenses ratios
                    excluding the acquisition accounting noise.

                    On a normalized basis we would expect our benefits ratio to
                    range from 73% to 75% for the full year and our acquisition
                    ratio to range from 20% to 22%. The sum of the two ratios
                    should range from 93% to 96% for the full year 2005. Our
                    quarterly and year to date ratios adjusted for the impacts
                    of the purchase accounting are very close to these expected
                    ranges.

                    On a reported basis our benefits ratio was 76.1% for the
                    third quarter and on an adjusted basis for the acquisition
                    accounting adjustments it was 74.6%. The benefits ratio for
                    the nine months ended September 30, 2005 was 75.1%. The nine
                    months figure evidences where this ratio is heading when one
                    turns off the acquisition accounting noise in individual
                    quarters.

                    On a reported basis the acquisition expense ratio for the
                    quarter was 15.9% and on an adjusted basis for acquisition
                    accounting adjustments was 17.1%. For the nine months ended
                    September 30, 2005 the acquisition expense was 18.8%. Once
                    gain a better indicator of the ratio at the acquisition
                    accounting noise in individual quarters is dampened over the
                    course of the year.

                    Our operating expense ratio which is the ratio of operating
                    expenses to total revenues excluding realized gains and
                    losses and the change of value of embedded derivatives for
                    the last 12 months ended September 30, 2005 was 5.5%.

                    Operating expenses for the third quarter were approximately
                    $6 million higher than the prior quarter. This increase is
                    primarily attributable to professional fees incurred in
                    connection with Sarbanes-Oxley. Costs incurred for





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                    Sarbanes-Oxley for the third quarter were almost $4 million.
                    The higher than normal costs relate to the need to fully
                    document and test the ING operations for the first time.

                    As we are in the process of migrating all of our back office
                    operations to the ING platform, we feel that the
                    Sarbanes-Oxley work was a valuable investment in ensuring
                    that our future platform for our North American business is
                    robust and well controlled.

                    We have also spent considerable time and effort addressing
                    the issues related to the material weakness in our UK
                    operations identified by management at the end of 2004.
                    While there is still some work to be completed during the
                    fourth quarter, we are very pleased with the progress made
                    and feel confident that the internal control deficiencies
                    identified have been fully addressed.

                    We also incurred higher costs in the third quarter as we
                    continue to expand our corporate infrastructure in response
                    to our recent and anticipated future growth. This includes a
                    significant investment in depending our senior management
                    bench in the U.S., Bermuda, and Windsor as well as a
                    meaningful investment in enhancing enterprise risk
                    management disciplines. Interest expense for the third
                    quarter was higher than the second quarter resulting from an
                    increase in interest rates impacting our floating rate debt.

                    As discussed in the last earnings call, on July 6 we issued
                    125 million non-cumulative perpetual preferred stock with a
                    fixed rate dividend of 7.25% for the initial five year
                    period.

                    During the quarter the company declared a per share dividend
                    which is comprised of two components -- the stub period
                    between July 6 and July 14 and the regular quarterly
                    dividend of between July 15 and October 15. This





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                    preferred dividend of approximately $2.5 million is a
                    reduction of shareholder's equity but must be deducted from
                    net income and net operating earnings per share for earnings
                    per share calculations.

                    That completes my prepared remarks on the financial results
                    of the company. I would now like to turn it over to Scott
                    who will provide a more in-depth analysis of our business
                    operations during the quarter.

Scott Willkomm:     Well thank you (Dean). In our North American traditional
                    solutions business as (Dean) mentioned, year to date new
                    business production is about $106 billion which is on target
                    for our '05 plan of between $100 billion and $110 billion.
                    This also compares quite favorably with the $64 billion
                    we've produced in all of 2004.

                    New business in the quarter exceeds about $18 billion. And
                    since the beginning of the year our in-force portfolio risk
                    has grown by approximately $35 billion net of lapses in
                    claims.

                    We quoted on 28 traditional opportunities and won 10 in the
                    quarter. On a year to date basis this brings total quotes to
                    149 with 71 wins and compares well to last year in which we
                    had 72 wins for the entire 2004 year.

                    Quoting activity has stabilized now that the burst of new
                    business activity in the immediate post-ING acquisition
                    period has returned to normalized levels. On a year to date
                    basis we have declined to participate in 41 quoting
                    opportunities and substantially all of our 37 losses were a
                    result of price.

                    In terms of mortality experience in the quarter, mortality
                    experience was consistent with our expectations on both the
                    claims count basis as well as the average claim amount
                    basis.





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                    As (Dean) alluded to, the integration of the ING RE
                    acquisition continues to progress with great success. As we
                    speak our Denver team is in the process of moving into
                    permanent quarters in downtown Denver and we are well on the
                    way to migrating all of the company's North American
                    traditional life, RE, admin, and operations functions from
                    Charlotte to Denver. It is anticipated that most of this
                    migration will be completed by mid-December.

                    In addition we are in the latter stages of merging the old
                    Scottish RE admin system into the newly enhanced Sage admin
                    system that was acquired in connection with the ING
                    transaction. Our IP and operations teams have worked
                    tirelessly over the past six months to enhance the Sage
                    platform and prepare it for this migration.

                    In Sage we have one of the most sophisticated life, RE,
                    admin systems in production today. And we anticipate that by
                    merging the old Scottish RE system into Sage we will not
                    only have enhanced admin capabilities but we will have a
                    platform upon which we can scale our business in the most
                    efficient fashion.

                    In connection with the integration of the ING acquisition,
                    we did spend approximately $3 million on Sarbanes-Oxley
                    implementation. This is largely a non-recurring expense that
                    is non-operating in nature since it was specifically tied to
                    the acquisition of the ING business.

                    Since we are building our operations center in Denver we
                    also thought it was important to go beyond the mere letter
                    of the Sarbanes requirements and instead invest in building
                    a world class internal control structure.





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                    Finally, our dedicated securitization team is hard at work
                    on a series of transactions that will enable us to refinance
                    the XXX reserve facility that ING provided the Scottish RE
                    in connection with our acquisition of that block.

                    No new business was written in the financial solutions line
                    this quarter and our GAAP reserves in that business remain
                    unchanged from last quarter at approximately $3.5 billion.

                    The outlook for interest rate in the U.S. however is
                    changing the likelihood that our customers will seek
                    reinsurance for their asset sensitive products. We
                    anticipate that as rates rise another 50 to 100 basis points
                    over the next few quarters, activity in this product line
                    will increase.

                    Yet despite the meaningful change in rates this quarter our
                    disciplined asset liability management approach has been
                    effective in allowing Scottish RE to maintain growth spreads
                    on our fixed annuity book of business. On a same store basis
                    growth spreads on fixed annuities which is the largest part
                    of our financial solutions business decreased to 1.61% from
                    1.64% in the prior quarter and 1.65% in the second quarter
                    of 2004.

                    Over the past year the yield on the assets backing these
                    transactions dropped by eight basis points reflecting the
                    investment of new premiums and net cash flows at market
                    yields that are lower than portfolio yields. By the same
                    token crediting rates decreased by four basis points.

                    In our international business premiums in the quarter were
                    approximately $42.9 million which is an increase from the
                    $27.9 million recorded in the prior quarter. As (Dean)
                    indicated, the third quarter figure includes an adjustment
                    related to our Lloyd's of London syndicate.





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                    While it's taken longer than we would have liked we are
                    building earnings power in the international segment once
                    again with some of our new business activities. During the
                    third quarter we started realizing the beginnings of this
                    growth as we wrote several significant UK protection
                    treaties and the current pipeline is very strong.

                    While this new business production is a few quarters behind
                    the expectations we had in our 2005 plan, we are very
                    encouraged about our market prospects as we go into early
                    2006.

                    On October 20 Scottish RE announced that it had been granted
                    a license to establish a rep office by monetary authority of
                    Singapore. In addition we announced on that date the
                    appointment of (Andrew Linput) as Asia Pacific Regional
                    Director.

                    You will note that this is Scottish RE's first step in
                    establishing a physical presence in the Asia Pacific region.
                    For several years now we have provided life reinsurance
                    capacity to clients in Asia through the London market.

                    And with this enhanced commitment to the region we expect to
                    enhance our ability to service existing clients while
                    providing Scottish RE with access to an expanding universe
                    of high quality business opportunities in one of the world's
                    fastest growing life reinsurance markets.

                    Singapore will serve as Scottish RE's Asia Pacific regional
                    hub, focusing on life reinsurance business in principal
                    markets such as Japan, China, India, Korea, and Australia.

                    Now let us turn our attention to earnings guidance. Our
                    guidance for fiscal '05 had historically been $2.75 per
                    share to $2.95 per share for the year.





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                    While higher than expected claims in the second quarter
                    negatively impacted our earnings in the quarter to the tune
                    of 24 cents per share, as we indicated last quarter there
                    has been no change in the underlying fundamentals of our
                    business in earnings power of the company.

                    Accordingly we did not and we do not expect to change our
                    outlook for growth in new business profitability.
                    Furthermore, other than adjusting for that mortality
                    shortfall last quarter we don't expect to adjust our
                    guidance range and we aren't doing so. In other words, our
                    revised guidance for fiscal '05 remains at 251 to 271 as we
                    mentioned to you on our last call.

                    Since the company's reported net operating earnings of about
                    $1.68 per share for the first three quarters, we expect that
                    the company will earn between 83 cents and $1.03 per share
                    in the fourth quarter of 2005.

                    We look forward to seeing many of you next week at the Bear
                    Stearns mid cap conference in New York. Information about
                    joining our presentation which is scheduled for Monday
                    afternoon via web cast will be posted later this afternoon.

                    I'd like to conclude today's prepared remarks by saying that
                    all of us at Scottish are excited about our prospects for
                    the rest of the year and beyond. In addition to a very
                    strong showing in terms of our net operating earnings per
                    share this quarter, we're very pleased with the continued
                    growth in fully diluted book value per share and return on
                    equity which is some of the most important financial metrics
                    of our long term success.

                    And we thank you for your continued support and interest in
                    the company. At this point we will open up for questions.
                    Operator?





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Operator:           As a reminder, to ask a question press Star 1 on your
                    telephone keypad. We will pause for just a moment to compile
                    the Q&A roster.

                    Your first question comes from Saul Martinez of Bear
                    Stearns.

Saul Martinez:      Hi, good morning. Thanks for the plug on the Bear Stearns
                    small cap conference Scott. But I have a couple of
                    questions. One, on your capital plans, how are you looking
                    at the question of hybrids versus common equity and what do
                    you think your capital needs will be going into '06?

                    And then secondly I wanted to drill down a little bit on the
                    new business production in the quarter. Obviously year to
                    date it's been stronger than what you guided to last year
                    but it was, you know, by my - I think you said it was $18
                    billion in the third quarter which is down. You won 10 of 28
                    opportunities and the portion of business you quoted on that
                    you won came down.

                    Can you talk a little bit about how we should look at that
                    number going forward? Is $18 billion a better run rate on a
                    normalized basis or do you think that's a little bit light
                    given what you expect going forward?

Scott Willkomm:     Okay maybe we'll start with the capital question first and
                    the use of hybrids versus other forms of capital. As you
                    know we have been an active user of hybrids as I guess many
                    other companies have been over the past couple of years.

                    When we look at capital we look at a couple of things. We
                    look at obviously our new business growth and the necessary
                    consumption of capital to support that new business growth.
                    We also look at as measurements both our capital





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                    ratios be it on various debt to capital levels, risk based
                    capital levels and the like.

                    But we are also very focused on other ratios as well such as
                    interest coverage ratios which I think are very important.
                    And we try to balance between the two and achieve targets
                    that we set for ourselves internally or that rating agency
                    expectations may, you know, may be.

                    So when we look at using hybrids, one of the most important
                    factors is looking at the interest coverage ratio and the
                    impact of the use of hybrids on that number.

                    I also think that - my sense is that while the rating
                    agencies have always focused on both capital ratios in terms
                    of leverage but also focused on interest coverage ratios,
                    more recently with the prolific I guess use of hybrids there
                    has been more focus on coverage ratios especially in the
                    aftermath of Hurricane Katrina where I think many companies
                    at least contemplated -- may not have actually gone down the
                    path -- but many companies contemplated addressing their
                    capital shortfalls via the use of hybrids.

                    And I believe, and I think it's probably shared by some of
                    our compatriots in the industry both in the life and the
                    non-life industry that we and the rating agencies
                    collectively are looking more strictly perhaps or with a
                    greater focus on coverage as well as on leverage.

                    So that's a long way to say that from our point of view we
                    think that the use of incremental hybrids today is probably
                    not the most appropriate capital instrument, you know, just
                    by itself, perhaps in conjunction with some other forms of
                    capital that may be an appropriate mix.





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                    So when we're looking at our capital plan which we're in the
                    process of finalizing over the next several weeks for the
                    2006 year, we are looking at obviously most importantly our
                    new business activities and the capital needs that will
                    drive. But also the mix of capital comes out of our analysis
                    of coverage and leverage.

                    And as we look at it today, and I think this is a little bit
                    different than what we've said in the past in one respect, I
                    think that our view is that we would anticipate using less
                    hybrids than we had thought about in the past because of
                    this I think more heightened scrutiny that's being placed on
                    interest coverage or cash coverage if you will.

                    Now that does not change what we've said in the past about
                    equity. We have always said that equity was in our near
                    future and we even sort of rolled back the clock to last
                    year, this time last year, the beginning of the new year. We
                    articulated a capital need for '05 of somewhere on the order
                    of $200 million. To date we have raised $125 million in a
                    hybrid fashion which counts effectively as about $100
                    million because of the capital credit one receives.

                    We clearly have some excess capital on the balance sheet and
                    we've been putting that to use. And as we look at some of
                    our year end activity and first quarter activity we're
                    trying to sharpen our pencils on the finer points of the
                    capital raise. But I think we've been very clear that it is
                    a timing issue for us as opposed to a yes or no issue, do
                    you raise capital or not.

                    It's clearly the case that we've grown significantly during
                    the course of this year. And as you can see we're growing on
                    a pace that is faster than what we had originally
                    anticipated and doing that at attractive margins. So from a
                    capital perspective that's - those are all the factors that
                    we take into account.





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                    With respect to the new business activity, clearly we had --
                    and I think we've mentioned this on a number of occasions --
                    in the beginning of the year most notably the first quarter,
                    a little bit in the second quarter as well. We had, you
                    know, a waterfall of business that came to us in the
                    aftermath of the ING transaction.

                    Our originally anticipated expectation if you will for just
                    regular way new business ex-ING would have been something
                    probably in the $80 billion to $85 billion range. So when
                    one looks at the $18 billion in the quarter, first of all
                    I'm not sure that says anything quite frankly per se about
                    new business production since the fourth quarter tends to be
                    the most robust period, you know, ex sort of this
                    acquisition effect.

                    But I think that we just in terms of underlying growth would
                    have anticipated seeing something that would have suggested
                    that $18 billion is at least on track if not ahead of track.
                    So that looks like we're going to be probably pulling in
                    somewhere close to $120 billion to $130 billion for the year
                    which is at least 20% more than our already inflated or, you
                    know, acquisition inflated number.

                    So with respect to quoting activity, at the end of the day
                    the key thing for us in terms of winning quotes is achieving
                    our pricing objectives and our, you know, risk appetite if
                    you will for that business. So we are not going to chase
                    business for volume. We will pursue business that yields the
                    most attractive return on capital with the most appropriate
                    - within our risk appetite if you will.

                    So one quarter's volume, you know, I'm not sure is
                    particularly indicative of anything in terms of quoting
                    activity. Most of the quotes we win quite frankly this year
                    we will only see production for, you know, in the next 12
                    months





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                    time. That doesn't really even impact this year's - this
                    quarter's activity. So is that helpful?

Saul Martinez:      No that's very helpful Scott. It's a very thorough answer.
                    Just going I guess back a little bit to the capital plan,
                    you know, it sounds - as you indicated it sounds like maybe
                    you're more disposed obviously to common equity as opposed
                    to hybrid securities for the reasons you said. It sounds
                    like you have less capacity for hybrids given the focus on
                    interest coverage.

                    But I guess, I mean, in terms of timing of getting those
                    capital plans, is it fair to say, I mean, you're sharpening
                    your pencils. Is it fair to say next quarter we'll have a
                    little bit more clarity on what exactly those might be?

Scott Willkomm:     Well I think so, even with greater clarity than that. I
                    think as we've indicated in the past, it would be highly
                    surprising to I think us and probably highly surprising to
                    the investment community that we would not be in the capital
                    market at the latest by end of Q1, you know, timeframe.

                    So, you know, between now and then quite frankly as we
                    sharpen our pencil and look at what our new business
                    production is both our year end activity, occasionally
                    there's a lot of year end activity that either comes in
                    December or January as the case may be. As we get a very
                    good sense of where that's coming in, it will really drive
                    timing.

                    And you're absolutely right on the common equity front.
                    That's where we've always been angling if you will. Not
                    angling I should say but focused. Core capital, we had the
                    opportunity on a couple of occasions over the course of the
                    past few years including this summer to do hybrid capital
                    that had a lower cost of capital than equity.





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                    In fact you might note that our perpetual preferred offering
                    was the most efficient in terms of dividend level for any
                    company I think of any rating almost other than perhaps the
                    Met Life guys.

                    So, you know, we will take advantage of managing the
                    progression of our return on equity as well as book value
                    per share and of course earnings into those thoughts.

Saul Martinez:      Okay, all right, thanks a lot Scott. It was a very complete
                    answer.

Operator:           Your next question comes from John Nadel of Fox-Pitt.

John Nadel:         Hi Scott.

Scott Willkomm:     Good morning.

John Nadel:         Just a question on the - I've got a couple of questions but
                    the question I guess to start on the guidance. I guess it's
                    a pretty wide range for the fourth quarter. And just
                    thinking about, you know, the movement of the tax rate and
                    how that impacted things this quarter or maybe even this
                    year relative to, you know, original thoughts as '05
                    guidance was kind of played out.

                    Can you give us a sense for maybe what you're thinking about
                    with respect to or what we might expect on the tax rate for
                    not only maybe just the fourth quarter but also, you know,
                    thinking about that going forward too?

Scott Willkomm:     Sure.  I think that ...

John Nadel:         I know it's a tough one.





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Scott Willkomm:     Yeah, no that's okay. I think there are actually two
                    questions that you're asking in some respects. The first
                    question at least that I heard was, you know, yes you're
                    absolutely correct. The range is relatively wide. And I
                    think the reason it is wide, one of the key drivers of why
                    it is wide is because we have a lot of pending activity in
                    the securitization of some of the ING risk. And that can
                    have some meaningful impact on the result for the year.

John Nadel:         And when you say Scott, that can have some meaningful
                    impact. That's positive impact, correct, because
                    (unintelligible).

Scott Willkomm:     That is correct, that is correct. That allows us to drive
                    towards the higher end of that range as opposed to - yeah.
                    And so that's - and quite honestly, you know, that is, you
                    know, there are a lot of moving parts involved in those,
                    many beyond our control, you know, putting regulators
                    calendars and the like.

John Nadel:         Understood.

Scott Willkomm:     So we're not letting grass grow under our feet there but,
                    you know, that is just a matter of fact that bakes into the
                    Q4.

John Nadel:         No that's very helpful, absolutely.

Scott Willkomm:     Yeah so, you know, with respect to the tax rate, it is - I
                    understand it's challenging quite frankly for one to project
                    the tax rate in any given quarter. And in some respects it's
                    difficult for us to do.

                    As we prepare our business model for a given year we build
                    in certain assumptions. But that can change obviously as
                    certain circumstances change in some of our higher tax
                    subsidiaries, most notably the U.S., to a certain extent the
                    UK, and to a lesser extent in Ireland.





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                    For example, losses on mortality for example in the second
                    quarter drove the benefit a bit up if you will in the North
                    American space. That had clearly an influence on where the
                    tax rate came out on a Q2 basis and even quite frankly how
                    it influences us on a year to date basis.

                    I think it's probably fair to say based upon what we see
                    right now, once again the securitizations can, you know,
                    influence the tax outcome as well as one is in effect
                    recapturing business from different parts of our
                    organization with different tax rates and then effectively
                    reallocating them to different jurisdictions with different
                    tax rates.

                    We saw that for example on the first quarter with our
                    (unintelligible) RE transaction where we took business from
                    higher tax rate environments in part or lower tax rate
                    environments rather, recaptured them into a higher tax rate
                    environment.

                    So that being the case, all that being the case, we would
                    anticipate that there will be a modest tax benefit coming
                    through the end of the year that could be impacted to a
                    larger extent by the securitization activity that runs
                    through the fourth quarter. So those are somewhat going hand
                    in hand.

                    The - in terms of '06, the tax benefit if you will as a - on
                    an operating basis when one takes out the impact of things
                    like the (Digby) 36 adjustment, realized gains, losses on
                    securities and the like, has been in general coming down. In
                    other words the benefit has been getting smaller relative to
                    pre-tax income. And we would anticipate that continuing to
                    be the case.

                    We had thought that we would be perhaps in a slight positive
                    position in terms of positive tax rate in 2005 but we were
                    able to more effectively structure the





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                    ING transaction from a tax perspective than we had
                    anticipated when our original models were prepared. So
                    taking advantage of those opportunities made a lot of sense
                    to us because that's real economic savings for the company.

                    The key thing for us is how much business is originated into
                    different tax jurisdictions. And as our international
                    business is growing, you know, relative to the organic
                    growth in the U.S., granted it's much smaller but it's
                    growing at a faster rate. A lot of that business is getting
                    written into lower tax jurisdiction entities such as our
                    Irish operations. So that will have an influence as well.

                    At the end of the day it's profitable business that we're
                    writing so in many respects we would anticipate the tax
                    benefit at some point decreasing to where it turns to a
                    positive tax expense although it has not happened as quickly
                    as we would have originally forecast.

John Nadel:         That's extremely helpful. Thanks for that. And then just
                    following up maybe on one of Saul's questions on the quoting
                    activity Scott. You know, in terms of your comment about
                    achieving pricing objectives, I guess if - I could interpret
                    that or one could interpret that to mean that perhaps it's
                    getting a little bit more competitive.

Scott Willkomm:     No not necessarily. You know, anecdotally in a given quote
                    you might see a slightly greater degree of competition from
                    one of your competitors than, you know, you would see in
                    another quote. And some of that may be based upon historic
                    relationships and the like.

                    So I think one of the nice things that we have experienced
                    and I'm sure our competitors have experienced as well over
                    the past couple of years, recent





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                    years, has been a relatively high level of consistency among
                    reinsurance pricing. It's not as irrational perhaps as some
                    pricing was at the end of the 90s and even the first couple
                    of years of this decade.

                    We also have a - and I know that some of the direct
                    companies have suggested that they're not very happy with
                    this. But there's been a much greater consistency and rigor
                    if you will in things - in the context of terms of trade of
                    reinsurers. And it's probably overdue in many respects
                    although I know our customers are probably not totally
                    enthused with some of those initiatives.

                    Our view on pricing is it's robust across the industry. It
                    is consistent, it is informed by, you know, ever increasing
                    better data sets that we all have in our possession. And,
                    you know, really no complaints per se about the pricing
                    environment whereas had you asked the question four or five
                    years ago you would have probably gotten some different - a
                    different answer.

John Nadel:         Understood. All right, thanks very much Scott. Thanks for
                    the complete answers. I'll let somebody else take a shot.
                    Thanks.

Scott Willkomm:     Thanks.

Operator:           Your next question comes from (unintelligible).

Man:                Hi good morning. Could you update us on I guess the year to
                    date actual to expected mortality? And in the Asian
                    operations, you know, how significant is the up front cost
                    here, how quickly can you, you know, offset that with
                    ongoing premiums and revenues? And any thoughts about
                    ongoing concern of aggressive underwriting by primary
                    companies in this market?





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Scott Willkomm:     I think maybe back to front Jeff. I think that, you know,
                    we're always being very diligent about underwriting, you
                    know, trends, standards, etc. by primary companies. We are
                    very, very active, you know, emphasize this -- very, very
                    active in auditing our customers. You know, our underwriting
                    and claims audit teams are effectively road warriors who are
                    out spending time in our customers' shops reviewing the
                    activity.

                    And quite frankly before we quote on business they're
                    evaluating the quality of the underwriting shop. And we
                    score those internally, we rate them effectively internally,
                    and that is a factor in how we look at pricing the economics
                    of the transaction. So we're very, very focused on that for
                    the reasons that your question implies.

                    With respect to the Asian operation, we are - we're not
                    spending a ton of dough although I will note that we already
                    generate a reasonable amount of premium from Asia that comes
                    through the London market. And some of the servicing of that
                    premium will be migrating to Singapore from London and that
                    will have some incremental efficiency over the not very long
                    term.

                    Secondly we are - even though we're not, you know,
                    officially opening our doors until the first of the year, we
                    are already actively looking at some very attractive new
                    business opportunities. And we are leveraging the
                    infrastructure that we have throughout the group such that
                    we can do our expansion into that market in a very, you
                    know, productive and profitable fashion.

                    With respect to the year to date mortality, (Cliff), do you
                    want to make a comment or two here?





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(Cliff):            I have to say that, you know, as Scott mentioned before, the
                    quarter to date mortality is in line with expectations.
                    Unlike quarter two we did not experience the large number of
                    very high claims in the third quarter that we did in quarter
                    two. So again, you know, mortality is pretty much in line
                    with expectations.

Man:                Okay and Scott if I could follow up on the underwriting
                    issue, as you've done the auditing, you know, how many
                    situations have you found where there's reason for concern?
                    Is there any overall trend or, you know, any issues
                    (unintelligible) by company basis?

Scott Willkomm:     I think - obviously Jeff we're not going to drag out
                    individual companies' dirty laundry in this forum. But there
                    are only a very small - you can count them on one hand of
                    companies where we have identified in our - in the context
                    of our audits, you know, some things that we weren't too
                    keen on. Quite frankly I think in almost all cases those
                    companies are seeking to remedy those deficiencies.

                    You know, the way our audit process works, and this is the
                    same for our competitors I think as well, our team will go
                    in, they'll do their evaluation. They will then prepare a
                    report, sit down with the customer and their representatives
                    and go through it sort of like an exit interview process.
                    The customer will have the opportunity to respond to some of
                    the comments we're making.

                    Occasionally we find some things that need to be rectified
                    just, you know, sometimes you find out people aren't dead
                    who you thought were. Or, you know, something may have been,
                    you know, done just accidentally and those can just get
                    corrected in a rather quick fashion.





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                    I happened to read on the plane the other day the audit of
                    one company who's an excellent organization. There was a
                    $2000 difference on a very, very large (Trevy) relationship.
                    And, you know, so but we try to get down into the details
                    there and we try to audit, you know, the vast majority by
                    volume of our business in a given year.

                    And I think our customers find value in that because quite
                    frankly many of them are on the risk to a certain extent as
                    well. And, you know, in this concentrated environment of
                    short number of reinsurers, you want to maintain a high
                    level of candor with your business partners.

Man:                Okay great, thank you.

Andrew Kligerman:   Hello?

Scott Willkomm:     Yes please?

Andrew Kligerman:   Oh okay, you've got it. The operator didn't come through,
                    it's Andrew Kligerman. First Scott on the tax benefits, I'm
                    still not 100% clear on it because it added about 20% to
                    pre-tax income. So maybe at a later date maybe you could map
                    this out or graph out what exactly is going on. So that's
                    part one. Part two -- just a request there.

                    Part two, just want to get a sense of where you are on
                    capital. At year end your RBC or your S&P CAR ratio or
                    actually maybe even more recently, you've got about $1
                    trillion in force. You've got over $7-1/2 billion in assets.
                    Could you give a sense of RBC and the S&P CAR ratio?

Scott Willkomm:     Well we don't do any IC RBC for other than our operating
                    subsidiaries that operate in the U.S. And those are both as
                    of the two major subsidiaries in the





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                    U.S. were in excess of 250 RBC as of September. With respect
                    to the S&P ratio, we're well in excess of the S&P ratio. One
                    of the things that ...

Andrew Kligerman:   Which ratio?

Scott Willkomm:     The S&P ratio which is a customized ratio specific to the
                    organization that takes into account ...

Andrew Kligerman:   You know, just - what would your - in excess of what number
                    on S&P CAR?

Scott Willkomm:     Well the point is the S&P ratio that is used for us is a
                    customized ratio. It's not the standard ratio because there
                    are certain factors taken into account for our overseas
                    business as well as the unique animal of our negative
                    seeding commission which has the effect of counting as
                    capital. And so that would be - it would be hard to draw a
                    comparison to their published ratios because it is in
                    (unintelligible) same animal.

Andrew Kligerman:   Got it, and then on the RBC then, your excess of 250. But I
                    think a lot of AA companies have 350 so is that what you're
                    aiming for, 350?

Scott Willkomm:     Well the minimum we maintain in our regulated subsidiaries
                    in the U.S. will be around the 250 level. That's the minimum
                    that we maintain. We may end up having greater amount than
                    that of course but that's the minimum that we maintain. And,
                    you know, so that - we don't in an individual regulated
                    subsidiary necessarily have a target other than to be in
                    excess of the minimum.

Andrew Kligerman:   Okay and then just shifting over to the ratios because they
                    kind of threw me off a bit this time again because I thought
                    that the - let me first start with the ING accounting issue.
                    Can you refresh us on what exactly happened in





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                    the second quarter and why maybe to some degree it recurred
                    in the third quarter which is what I understand your new CFO
                    was just saying?

Scott Willkomm:     I think that you're mischaracterizing this as an accounting
                    issue. The key factor, and it's the same thing we explained
                    last quarter, is allocating the new business premiums
                    between those that were issued - underlying policies that
                    were issued prior to the date of acquisition which was
                    December 31. So anything issued in '04 versus anything
                    issued in '05.

                    We at the beginning of the year made an estimate of the
                    premium that was issued in '04 versus '05. '04 is accounted
                    for under purchase GAAP accounting rules.

                    As we received increased information from our customers on a
                    policy level basis we got more info in the second quarter
                    and we made an adjustment for the allocation between '04
                    issues versus '05 issues which is a geographic issue on the
                    income statement. And that was roughly in the aggregate
                    something on the order of about a $15 million reclass.

                    In the third quarter we had some stragglers vis-a-vis giving
                    us some detailed information so we had about a $7 million
                    reclass. At the end of the day it's reclassification between
                    '04 issue year and '05 issue year. So if you do one of two
                    things, and you can take two analytical approaches here.

                    One which is difficult obviously for folks on the outside
                    world to do is to, you know, make these reclasses unless we
                    sort of walk them through with you to give you a sense of
                    what the normalized ratio is. Quite frankly the easier way
                    is looking at the past nine months ratio which is going to
                    remove some of that noise in terms of what's allocated on an
                    individual quarter basis.





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                    So if you look at the benefit ratio for the quarter, it's
                    75.1, more consistent if you will with the type of guidance
                    at the high end of the guidance we gave. But then again the
                    acquisition expense ratio is a little bit below the
                    guidance, about 18.8 on a year to date basis.

                    And if you look at the normalized numbers quite frankly,
                    normalized in the quarter was 74.6 on benefits and 17.1 on
                    acquisition expense. Comparing that to the nine months,
                    relatively consistent with where the nine months is coming
                    out.

                    So one of the great things will be after the end of this
                    year we won't have that type of noise from P-GAAP, from
                    purchase accounting. So we understand the frustration with
                    the analytical side of this if you will, but, you know,
                    trying to give some guidance and explain why there's noise
                    in that particular number.

Andrew Kligerman:   Maybe Scott you could help me, you mentioned the Sage
                    administrative system and how efficient it is. Could you
                    maybe talk about how that might help avoid these errors?

Scott Willkomm:     These are not errors Andrew.  I think ...

Andrew Kligerman:   (Unintelligible).

Scott Willkomm:     These are not errors. The Sage quite frankly is dependent
                    upon, as any admin system is, the information that comes in
                    from customers. So when customers give us information
                    initially it's done on a summary basis. At a latter date we
                    will get electronic policyholder level data. We have upwards
                    of 14 million individual policy records for each of the
                    underlying pieces.





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                    So as we get that data from the customers we can update
                    these - the estimates that we make from the summary data
                    that they provide us. So the Sage is an admin system that is
                    dependent upon the information that comes from our customers
                    so it is not the oracle.

(Dean Miller):      This is also a very unusual circumstance in trying to
                    predict a split between one year and the other year at the
                    very beginning after a recent acquisition. And typically
                    that split between issue year doesn't matter because it goes
                    into the same categories. But the P-GAAP was just a very
                    unique, one-time circumstance.

Andrew Kligerman:   Okay, I mean, it - I guess in the end it's - you're
                    dependent on some of the volatility in your clients and
                    their reporting regardless of what system you have. And I'll
                    keep my eyes on the mortality going forward when the numbers
                    are clear. Thank you.

Scott Willkomm:     Yeah, well I think also Andrew your comment on mortality, we
                    have to remember that the benefits ratio, one of the largest
                    pieces is change in reserves which isn't necessarily
                    directly driven by changes in mortality. So unfortunately,
                    you know, our reported benefit ratio in the second quarter
                    in our worst mortality month was low. A lot of that has to
                    do with somehow - the effect of the reserve change.

                    So but yes, we are and I think we've talked about this in
                    the past in public forums and the like, we are dependent
                    upon data from customers. As (Dean) mentioned it's usually
                    never an issue except in the context of an acquisition where
                    one needs to allocate between one basis of accounting and
                    another basis of accounting. So but we appreciate your
                    attendant eye on this.

Andrew Kligerman:   Okay, talk to you soon.





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Scott Willkomm:     Okay.

Operator:           Your next question comes from Al Capra of Oppenheimer.

Al Capra:           Thanks, I'll try to be quick here. Just in terms of the
                    international business, I mean, that really appears to be
                    one of your future growth engines. Do you see any catalysts
                    in the near to intermediate term that can really get that
                    engine started?

Scott Willkomm:     Yeah well I think there are two major catalysts Al and we
                    talked about it a little bit in our comments. One, the UK
                    market is really quite important to us. And we haven't
                    publicly announced it just yet but because literally we
                    haven't had the time to write the release and we will do so.

                    We have recently added a deputy CEO in the UK. (Dave Hal)
                    joins us from Swiss RE where he was in charge of pricing for
                    Swiss RE out of Zurich. (Dave) is, you know, extremely well
                    known also in the UK market where he spent quite a fair bit
                    of his career before moving to Switzerland. Eight years in
                    total in that market running the pricing shop at Swiss RE
                    who is the market leader. So we are very happy to have
                    (Dave) join our team.

                    The UK as is the case with all of the key markets in which
                    we see great opportunity, is influenced - the big catalyst
                    is regulatory change. Most recently the regulatory change
                    that's impacted the UK was the introduction of the
                    individual capital assessment framework, effectively an
                    economic capital framework for looking at one's statutory
                    solvency.

                    And it was introduced last year. It will be phased in
                    effectively over a period of years. Companies are now
                    looking at the relevant capital and reserving





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                    bases under this new framework and that is changing how
                    companies look at the utilization of reinsurance.

                    Secondly, in the very near term in that market there are
                    basically nine guys in the market competing including
                    ourselves of which four are some of our principally non-life
                    brethren who have been actively pursuing the - some of the
                    annuity business and some of the protection business.

                    With the opportunities in the non-life space and the
                    post-Katrina market or post-Katrina non-life market, it
                    would not be entirely surprising to us to see some of our
                    competition in that market a little bit more focused on
                    their non-life book of business.

                    The other key thing - theme that's coming through is the FSA
                    is beating the pots and pans regarding diversifying counter
                    party exposure, specifically with respect to the use of
                    reinsurers. And historically business in the UK was done,
                    maybe there was one reinsurer, maybe there was a second one
                    taking a small sliver.

                    But now the FSA -- well actually for some time this has been
                    an under current in the market -- have been encouraging
                    diversification and have been providing some guidance to
                    that effect. So there are a lot of regulatory catalysts
                    helping to drive activity in that market and we have
                    enhanced our capabilities in terms of personnel in that shop
                    to pursue those activities.

                    The other piece is Asia. We already do a fair bit of
                    business in Asia through the London market. I think we all
                    know what's going on in Asia from an economic catalyst
                    standpoint. We also have regulatory catalysts. In Japan
                    which is the biggest life insurance market other than the
                    U.S., there's only a 1% session rate.





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                    However we have some significant changes going on. You've
                    been reading in the paper recently about the privatization
                    of the (Compo) which is the postal service financial scheme
                    which includes half of all life insurance that is sold in
                    Japan. This governmental entity is being privatized. It's a
                    big cause, celeb for U.S. life companies who are active in
                    the primary market we believe will create incremental
                    opportunities for reinsurers in that market.

                    Secondly there are the regulation of - the unregulated
                    mutual sector in Japan which is called the (Keusi) sector.
                    That is rapidly progressing opportunities in the market. As
                    well as a market that we don't specifically play in but is
                    once again influencing capital utilization is the reserving
                    for variable annuities that have been sold in Japan.

                    We see similarly the evolution in China of a regulatory
                    regime that is, you know, currently relatively closed to,
                    you know, to western reinsurers but is rapidly opening up if
                    you will. So we think it's very important to be on the
                    ground in the market as these opportunities develop. We've
                    exhausted in many respects our ability to generate this
                    through, you know, the London market channel.

                    And longer term probably more on a three year horizon with
                    the roll out of Solvency II in Europe, we anticipate that
                    markets such as Germany, France, Spain, and Italy will be
                    quite attractive markets for many types of financial
                    services providers.

                    You can read in the paper today about how the private equity
                    guys are very active in Germany in the financial services
                    and insurance sectors today. Inevitably we will see the same
                    type of activity come through the reinsurance





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                    space as well as probably general capital markets activity
                    as Europe puts the insurance industry on a new capital
                    footing.

                    So regulatory catalyst is one of the principal drivers here
                    and that's just a flavor of some of the ones that we
                    anticipate coming down the pike.

Al Capra:           That's great, great color, thank you.

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

Jeff Schuman:       Just a clarification -- I think I followed most of your
                    answer to John's tax question but I wasn't quite sure if we
                    got to a bottom line for '06. Is the '06 you think going to
                    be positive or negative?

Scott Willkomm:     I think Jeff it's - in some respects it's difficult to tell
                    right now but I think it will be probably a slight benefit.
                    A lot of that will be driven by some securitization activity
                    I think at the end of the day.

Jeff Schuman:       A slight benefit in '06?

Scott Willkomm:     Right.

Jeff Schuman:       Okay and then on - back to the capital issue, obviously
                    you're still working on your capital plan. But in terms of
                    an equity raise, should we think of sort of $100 million
                    maybe as being the floor and that it could be larger to the
                    extent that you see a lot of growth opportunities? Is that
                    kind of the right way to think about it?

Scott Willkomm:     Yeah, I think - in all candor, I don't think anyone gets out
                    of bed for less than $100 million these days.





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Jeff Schuman:       (Unintelligible).

Scott Willkomm:     The - I think that would be the, you know, the sub-floor
                    probably.

Jeff Schuman:       Okay so, I mean, would it take $100 million just to kind of
                    fill out the balance sheet for growth that you've already
                    realized or would that actually finance any additional
                    growth?

Scott Willkomm:     I don't think it would finance a ton of additional growth
                    Jeff. I think I would be definitely looking something more
                    to the tune of the 200 mark, you know. And then it's really
                    a question of the growth outlook quite honestly.

Jeff Schuman:       Right, right. Okay and then I was wondering, kind of an
                    ongoing issue, if you can give us your latest take on
                    primary company behavior. I think some of your competitors
                    are still holding pretty firmly to the view that primary
                    retentions aren't changing very much. Sometimes we get a
                    different perspective from the primaries. What's kind of the
                    - your up to the minute take on retention strategies?

Scott Willkomm:     The up to the minute take. We do believe that in general
                    primary companies are retaining more risk. I'm not sure it's
                    going to be, you know, I mean, we have some, you know,
                    different outlooks here and there and everywhere because a
                    lot of this is anecdotal evidence.

                    You know, we've spent a lot of time talking with our sales
                    guys who are obviously out in the field. We've spent a lot
                    of time talking with some of our competitors, you know,
                    casually about their views with respect to this.





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                    I personally think we're going to see companies retain more
                    risk in the near term. Some will do it under the, you know,
                    sort of guise of, you know, they have excess capital,
                    reinsurance rates are high, they can incrementally leverage
                    that excess capital for a period of time.

                    The second piece is some companies are thinking about there
                    may be alternative means a la securitization and other types
                    of things that they can access directly. We've seen a few
                    anecdotes of that. And inevitably we will see a few more of
                    those. There are enough investment bankers running around
                    the industry today that I would hope that there would be a
                    bit more to show for their effort.

                    Thirdly, I think that we have probably a situation where the
                    life companies are actually starting to pay more attention
                    to the life insurance business again. So I think that as
                    companies look at their longer term role as financial
                    services providers, you see some companies actually starting
                    to pay more attention to actual life insurance risks than
                    some of the other businesses that have been their areas of
                    focus for the past.

                    Now I think some interesting developments we see going
                    forward as well, I think this may be somewhat of a temporary
                    phenomenon for a couple of reasons. Let me give you a few
                    that we're observing.

                    One, I think we might all agree that we are going into a
                    credit crunch over the next three years. If you look at a
                    variety of prognostications out there, we are coming through
                    probably one of the most rosy credit cycles and starting to
                    go, you know, back up the hill to where credit will get more
                    expensive and more difficult to obtain.





                                                                     SCOTTISH RE
                                                       Moderator: Scott Willkomm
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                    So the means of financing things like XXX reserves using
                    lesser expensive letters of credit or similar types of
                    facilities is going to get more expensive and there may not
                    be as much capacity out there as the banks start to pull in
                    their horns. We've seen that happen in the past through
                    other credit cycles.

                    Second, the likelihood of companies retaining more risk also
                    exposes them to a greater degree of mortality volatility.
                    And I think we all know that direct companies have not had
                    to contend with significant amounts of mortality volatility
                    for a very long time because they have seeded very large
                    portions of their term business over the years.

                    And we've anecdotally seen at least one company that had
                    retained more risk in recent history experience some
                    challenging mortality periods and seek to lay off some of
                    the business of the market.

                    Thirdly, as securitization becomes more efficient in terms
                    of cost and structure for reinsurers, eventually we may be
                    able to pass on some of those cost savings to our customers
                    and be even more competitive on a pricing basis than, you
                    know, as an industry were in the past.

                    So, you know, we in our experience see securitization slowly
                    but progressively getting a bit more efficient from a cost
                    perspective. And over the next 18 to 24 months that's likely
                    to, you know, continue.

                    So you have a number of different factors coming together to
                    I think change what is probably a short term phenomenon. But
                    we actually think people are retaining more risk. More guys
                    are going to an excess basis. We see changes in retentions.
                    Yet on the flip side we've been able to grow our business
                    quite substantially in that type of a marketplace.





                                                                     SCOTTISH RE
                                                       Moderator: Scott Willkomm
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Jeff Schuman:       Okay, thanks a lot.

Operator:           ... then press Star 1 on your telephone keypad. At this time
                    there are no questions.

Scott Willkomm:     Well at this point we would like to thank everyone for
                    joining us today and we look forward to speaking with you in
                    about three months. Take care.

Operator:           Thank you. Ladies and gentlemen this concludes today's
                    Scottish RE third quarter earnings release. You may now
                    disconnect.


                                       END