SCOTTISH RE
                                                       Moderator: Scott Willkomm
                                                            02-17-06/10:00 am CT
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                                   SCOTTISH RE

                            Moderator: Scott Willkomm
                                February 17, 2006
                                   10:00 am CT


Operator:           Good morning. My name is (Paige) and I will be your
                    conference operator. At this time I would like to welcome
                    everyone to the Scottish RE Fourth Quarter Earnings
                    conference call. All lines have been placed on mute to
                    prevent any background noise.

                    After the speakers' remarks there will be a question and
                    answer session. If you would like to ask a question during
                    this time simply press Star then the number 1 on your
                    telephone keypad. If you would like to withdraw your
                    question press Star then the number 2. Thank you.

                    Mr. Willkomm, you may begin your conference.

Scott Willkomm:     Well thank you (Paige). Good morning everyone. Welcome to
                    the Scottish RE Group Limited Fourth Quarter 2005 conference
                    call. We appreciate your taking the time to join us this
                    morning and we look forward to presenting our results for
                    the fourth quarter and the year ended December 31, 2005.

                    Last quarter I introduced Dean Miller who assumed the role
                    of Chief Financial Officer with Scottish RE last August and
                    I know many of you have had the



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                    opportunity to meet him over the past few months. I'd like
                    to now turn over the call to Dean who will provide a summary
                    of the financial highlights for the fourth quarter and 2005
                    financial year. Dean?

Dean Miller:        Thank you Scott, good morning everyone. Consistent with last
                    quarter we'll take the earnings release as read and I'll
                    focus my prepared remarks on the highlights of our financial
                    results and business operations for the quarter. 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 March 3. 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 of the Federal Securities Law
                    and management cautions that forward-looking statements are
                    not guarantees. Actual results could differ materially from
                    those expressed or implied.

                    I'd now 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 for
                    ordinary shareholders of $58.5 million or $1.18 cents per
                    diluted ordinary share for the quarter ended December 31,
                    2005, and $125.4 million or $2.64 per diluted ordinary share
                    for the full year ended December 31, 2005.

                    Net operating earnings available for ordinary shareholders
                    which excludes the impact of net realized gains or losses
                    and the change of value of embedded derivatives was $50.8
                    million or $1.03 per diluted ordinary share for the




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                    quarter ended December 31, 2005 which compares favorably
                    with our guidance of 83 cents to $1.03 per share for the
                    quarter.

                    Net operating earnings were $130.1 million or $2.74 cents
                    per diluted ordinary share for the year ended December 31,
                    2005, which compares to our revised guidance for 2005 of
                    $2.51 to $2.71 per diluted share provided in our Q3 2005
                    earnings call.

                    Our return on average shareholders equity excluding the
                    impact of FAS 115, other comprehensive income and the
                    embedded derivatives, increased from 10.90% in 2004 to
                    12.98% in 2005. Fully diluted book value per ordinary share
                    also showed strong improvement increasing from $19.43 at the
                    end of 2004 to $21.17 at the end of 2005.

                    On a quarter to quarter basis net premiums earned increased
                    to $563.3 million in the fourth quarter of 2005 from $470.1
                    million in the third quarter principally due to the expected
                    seasonal increases in renewal premiums. In our North
                    American traditional solutions business, new business
                    production for the year ended December 31, 2005 totaled $131
                    billion of face amount reinsured compared to an original
                    plan of $100 billion to $110 billion.

                    Our international segment net premiums amounted to $21.6
                    million for the fourth quarter and for the full year net
                    premiums were $119.1 million compared to $122.5 million for
                    2004.

                    The quarter to quarter comparison of our international
                    premiums is skewed by several adjustments in both the third
                    and fourth quarters. In the third quarter premiums were
                    increased by approximately $13 million while the fourth
                    quarter had certain adjustments which reduced premiums by
                    approximately $6




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                    million. These were a result of the continued clean-up of
                    our legacy issues and a specific season reporting
                    adjustment.

                    These premium adjustments were accompanied by similar
                    adjustments to claims and acquisition costs resulting in a
                    minor impact on our operating results for both quarters. We
                    are confident that the legacy issues are now behind us in
                    the international segment and we have fully remediated our
                    Sarbanes-Oxley material weakness that management had
                    disclosed at the end of 2004.

                    The consolidated benefits ratio was 73.1% for the fourth
                    quarter, down from 75.8% for the third quarter. For the year
                    the benefits ratio stood at 74.6%. Our benefits ratio for
                    the North American segment declined from 77.3% in Q3 to
                    73.4% in Q4 reflecting favorable mortality.

                    Our reported acquisition ratio which is calculated as a
                    percentage of operating revenues for the fourth quarter
                    amounted to 17.8% and for the year equaled 18.4%. Included
                    in our North American segment results is a reduction of
                    acquisition costs of approximately $6.5 million related to
                    the rebate of letter of credit costs as part of our XXX
                    transaction that we completed in December.

                    Our operating expense ratio which is the ratio of operating
                    expenses to operating revenues for the fourth quarter was
                    4.7% compared to 5.8% for the prior quarter. For the full
                    year the operating expense ratio was 5% compared to 6.7% for
                    2004.

                    In dollar terms, operating expenses decreased $1.4 million
                    or 4% in Q4 from the Q3 driven primarily by the reduction
                    expenses attributable to professional fees associated with
                    Sarbanes-Oxley and other professional fees. With the




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                    integration of ING now complete, we anticipate our expense
                    ratio remaining below 5% in 2006.

                    Consolidated net investment income increased 8% in the
                    fourth quarter 2005 over Q3 due to an increase in asset
                    balances modestly offset by decrease in the effective
                    yields. Invested assets increased $1.5 billion during Q4 as
                    a result of the securitizations and structured financing
                    transactions completed in December and the successful
                    closing of a sizable financial solutions transaction that
                    added $550 million in assets held on a modified co-insurance
                    basis.

                    The average credit quality of the bond portfolio improved to
                    AA- at Q4 from A+ reflecting the higher credit quality of
                    the securitization assets in general as well as our
                    continued caution in taking on credit risks while spreads
                    remain tight.

                    Scottish RE completed an unprecedented number of important
                    capital market transactions during the fourth quarter. I'll
                    take a few minutes now to provide a brief summary of each of
                    these transactions.

                    On December 21, 2005 we closed our second securitization of
                    excess reserves arising from Regulation XXX offering $455
                    million of 30-year maturity securities through an IRA
                    special purpose vehicle called (Orcme RE 2 PLC). Consistent
                    with our first securitization, the securities have recourse
                    only to (Orcme RE 2) and not to any other Scottish RE
                    entity.

                    We were pleased to have completed the second securitization
                    transaction within an abbreviated timeframe while adding
                    enhancements that made the (Orcme RE 2) structure more
                    capital and cost efficient. More importantly, the




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                    securitization provides certainty of funding for reserve
                    requirements for the covered block of business.

                    Also in December, the company completed two transactions
                    that together provided approximately $2 billion in
                    collateral to fund Regulation XXX reserve requirements that
                    were assumed in connection with the acquisition of ING RE's
                    individual life reinsurance business.

                    The first transaction is a 20-year collateral finance
                    facility with HSBC Bank that provides approximately $1
                    billion of Regulation XXX support and an enhancement to the
                    facility that was originally completed in 2004. The second
                    transaction is a long term reinsurance facility with a third
                    party, Bermuda Domicile Reinsurer, that provides up to $1
                    billion of Regulation XXX collateral support.

                    On December 23, 2005 we completed a public offering of
                    7,660,000 ordinary shares including 1,410,000 shares granted
                    our underwriters to cover over allotments. The offering was
                    priced at $24 per share. Together with this offering we
                    entered into four equity sale agreements with two
                    institutional purchasers for approximately 3,150,000
                    ordinary shares.

                    Under the terms of these agreements the forward purchasers
                    agreed to pay the company $75 million in Q3 2006 and another
                    $75 million in Q4 2006. We retained the right to receive a
                    portion of each payment prior to these settlement dates and
                    we will deliver the forward purchaser's shares based on the
                    average market price of the ordinary shares subject to a
                    floor price of $22.80 and a cap price of $28.80.

                    The use of this forward equity structure allows us to secure
                    equity financing today for our anticipated 2006 capital
                    needs without immediate EPS dilution.




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                    It also enabled us to lock in a minimum issue price while
                    retaining significant upside in the share price.

                    That completes my prepared remarks on the finance results of
                    the company. I would now like to turn it over to Scott who
                    will provide additional analysis of our business operations
                    during the quarter. Scott?

Scott Willkomm:     Thanks Dean. I intend to keep my prepared remarks brief
                    today and I'll focus on the key points we believe are
                    important when assessing the performance of the fourth
                    quarter, the fiscal year, and the company's prospects for
                    future growth.

                    Solid contributions were made to earnings by all business
                    lines in the quarter with the largest driver represented by
                    our North American traditional solutions business. This
                    segment reported new business for the year of $131 billion
                    of face amount reinsured, exceeding our plan of $100 billion
                    to $110 billion and significantly out pacing the $64 billion
                    we produced for all of 2004.

                    For the quarter we added $24.4 billion. And since the
                    beginning of the year our total in-force portfolio at risk
                    grew approximately 4.4% or approximately $43 billion net of
                    lapses in claims. We continue to win approximately 40% of
                    our quoting opportunities with losses almost exclusively due
                    to price as we continue to adhere to our strategy of
                    accepting business only when it falls within our acceptable
                    risk and return parameters.

                    Mortality experience in the quarter was slightly favorable
                    compared to our expectations on both the claims count basis
                    as well as the average claim amounts basis.




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                    The financial solutions line is starting to see more
                    activity with the significant transaction closed in quarter
                    four adding approximately $550 million in assets on a
                    modified co-insurance basis. We have seen a significant
                    increase in activity in this business line in the last
                    quarter driven by the rise in interest rates. And as a
                    result we are pursuing a number of additional attractive
                    opportunities.

                    In our international business 2005 premium was approximately
                    the same level as 2004 but down from Q3 '05 for the reasons
                    mentioned by Dean earlier. However momentum is being built
                    after repositioning the international strategy in 2005 to
                    one focused on protection and annuity business in the UK and
                    Irish markets supported by the regionalization of the
                    segment through the establishment of branch structures in
                    Asia and the Middle East.

                    Further protection wins in the UK were secured during the
                    quarter and the pipeline of opportunities remains healthy
                    with progress made against our goal to become a major
                    reinsurer in the UK and Ireland.

                    As a result of this strong financial performance and
                    contribution of reliable earnings from all business lines,
                    we have significantly enhanced return to our shareholders
                    increasing the company's return on average shareholder's
                    equity for the year by 19% to 12.98% from 10.9 in 2004. This
                    performance represents another important and demonstrable
                    step towards our goal of delivering a 15% return to
                    shareholders.

                    Let me spend a moment providing you with an update with
                    respect to our reinsurance administration operations in
                    North America and the integration of the ING business.




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                    Scottish RE began '05 with very clear objectives -- to fully
                    integrate the ING reacquisition with our existing business,
                    to administer the combined business with an enhanced version
                    of the Sage administration system, and to migrate the
                    administration operations to a single location.

                    Each of these objectives was met and we completed the
                    migration from Charlotte to Denver of all of the company's
                    North American traditional life administration and
                    operations functions in the fourth quarter.

                    In addition the Denver operation relocated to new premises
                    during the quarter and is supported by a technology
                    infrastructure consistent with all units of the company. All
                    of these projects were completed on time and within budget.

                    Finally, and I believe this is also worth noting given many
                    of our Denver staff or former ING employees, a full cultural
                    integration has been successfully completed. And while we
                    maintain two locations in the U.S. we operate as one
                    cohesive North American unit.

                    The combination of our sophisticated technology with the
                    experienced complement of approximately 90 life reinsurance
                    administration professionals has created a scalable
                    administrative platform for our company. As we grow we fully
                    expect administrative costs as a percentage of in-force to
                    steadily decline from its already competitive levels.

                    Let me provide you a short update with respect to
                    Sarbanes-Oxley or Sox. Scottish RE Sox compliance plan is in
                    progress, on schedule, and should be completed at the end of
                    February. At this time management is not aware of any
                    material weaknesses although this is still subject to final
                    management and E&Y testing.




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                    The total cost of Sox compliance for '05 was approximately
                    $7 million, a substantial portion of which related to work
                    undertaken as a result of the purchase and integration of
                    the ING block of business. Going forward, we expect the
                    overall cost to significantly decrease given the
                    non-recurring nature of these expenditures.

                    Dean mentioned the recent capital markets activities and the
                    success over the last quarter dealing with the funding
                    requirements related to Regulation XXX reserve requirements
                    as well as the successful share offering and forward sale we
                    used as an efficient means to manage our 2006 capital
                    requirements.

                    With the securitization completed in December we have
                    succeeded in locking in long term cost effective financing
                    for approximately 40% of the XXX reserves associated with
                    the ING block of business. And we did so within 12 months of
                    purchase.

                    These transactions provide long term benefits to Scottish RE
                    by securing reserve funding at a discount to the letter of
                    credit rates agreed to with ING while simultaneously freeing
                    encumbered capital. Additionally we believe the transactions
                    demonstrate our ability to quickly integrate a lock block of
                    acquired business and secure permanent funding.

                    In quarter four we established Scottish RE Capital Markets,
                    Inc. which is a registered broker dealer to leverage off the
                    experience and expertise we have gained through our own
                    efforts to deal with reserve requirements related to
                    business impacted by Reg XXX.

                    We believe Scottish RE Capital Markets can successfully
                    assist our clients both large and small to effectively and
                    efficiently access the capital markets to meet their
                    reserving needs. By doing so we will develop stronger
                    relationships




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                    with clients, enhance our underwriting and structuring
                    knowledge, and drive income from mortality risks while
                    providing reserve relief.

                    Now let's look at our 2006 earnings guidance. On the revenue
                    front we expect to earn for the full year 2006 total revenue
                    in the range of $2.7 billion to $3.0 billion. That is driven
                    by earned premium in the range of $2.1 billion to $2.3
                    billion, investment income in the range of $650 million to
                    $700 million, and fee income of $12 million to $16 million.

                    Of that earned premium figure approximately $1.9 billion to
                    $2.1 billion is expected to be generated by our North
                    American operations and $140 million to $160 million is
                    expected to be generated by our international team.

                    With respect to production assumptions we are assuming new
                    business production of approximately $100 billion of face
                    amount in North America. Regarding the claims ratio we
                    expect our North American segment ratio to continue to be in
                    the 73% to 75% range.

                    As we begin to write more financial solutions business in
                    2006 the benefits ratio will become less meaningful due to
                    the financial solutions business being more investment
                    income dominated rather than premium dominated.

                    Our acquisition cost ratio is expected to be in the range of
                    18% to 20% consistent with where 2005 finished. And as Dean
                    mentioned operating expenses are expected to remain below
                    5%.

                    As we have indicated on recent conference calls, we expect
                    that our effective tax rate would increase as the company
                    matured and the block of business matured over time. We are
                    now anticipating our effective tax rate for 2006 to be in
                    the range of a 9% to 10% benefit of pre-tax operating
                    earnings.




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                    In summary, the full year net operating earnings per share
                    expected for '06 is in the range of $2.75 to $2.95 per
                    share. Consistent with prior years, our earnings are
                    seasonal and particularly impacted in 2006 by the expected
                    timing of our financial solutions transaction and the
                    development of our underlying book of business.

                    We expect our quarterly earnings to be as follows -- 16% to
                    18% in the first and second quarters of the year; 26% to 30%
                    for the third quarter; and 34% to 42% for the fourth
                    quarter. Finally we expect our return on average
                    shareholders equity to increase to 13.5% in 2006.

                    Many important objectives were accomplished in 2005 and
                    contributed to the sizable increases recorded in fully
                    diluted book value per share and return on equity -- some of
                    the most important metrics of long term success. Of
                    particular importance was the completion of the ING
                    integration and our demonstrated ability to efficiently
                    enhance profitability, manage capital, and mitigate risk
                    through direct access to the capital markets.

                    Combined with the continued execution of our business
                    strategies across all segments of our business, these
                    efforts leave us well positioned for future profitable
                    growth. As a result I am optimistic about our prospects for
                    2006 and beyond.

                    We thank you for your continued support and interest in the
                    company and this concludes our prepared remarks. At this
                    point we will open up for your questions. Operator?

Operator:           At this time I would like to remind everyone, if you would
                    like to ask a question press Star then the number 1 on your
                    telephone keypad. We'll pause




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                    for just a moment to compile the Q&A roster. Your first
                    question comes from Andrew Kligerman with UBS Securities.

Andrew Kligerman:   Thanks, morning. Two questions -- one around the deferred
                    acquisition cost ratio as a percent of revenues and then
                    another on tax.

                    With the DAC where the first three quarters of this year
                    you've guided for 20% to 22% of revenues to be amortized in
                    any given quarter. Now it came in at 17.8% and you're
                    guiding for 18% to 19% - 18% to 20%, something like that for
                    next year. What has changed in your assumptions?

Scott Willkomm:     Well Andrew it's primarily a function of the ING block. And
                    in the first two quarters we had several things going on. As
                    you recall we acquired ING on December 31, 2004 and a couple
                    of unusual things happened in the first half of the year.

                    One, we had the additional new business premium that was the
                    spillover of the one-time effect that, you know, was going
                    to trail off in the second half of the year. We had that
                    coming through the first half.

                    Secondly, as we have talked about mostly on the second
                    quarter earnings call and again a little bit on the third,
                    we had some of what we call the acquisition accounting noise
                    in which the allocation of new business between 2004 issue
                    and 2005 issue skewed some of the geography between claims
                    and acquisitions which, you know, made it hard to follow.

                    And then so we had that. And then the other - the key
                    important thing to note is, you know, in the first two
                    quarters and into the third quarter, you know, we were still
                    relying on the appraisal and our pricing models from the
                    acquisition




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                    and we were in the process of the integration and the
                    modeling of that business on our own internal models.

                    Those internal models were completed late in the third
                    quarter. And as you know those models, you know, all part of
                    the securitizations that have been looked at and sliced and
                    diced. And so another key factor is we in our 2006 annual
                    plan process using our own internal valuation models, we did
                    a bottom up analysis of the 2006 plan by treaty for the ING
                    block.

                    So you've got a lot of more information that we had around
                    the block of the business and the ability to get underneath
                    the mix of business from what we assumed in the acquisition
                    for the actual and remove some of the acquisition related
                    noise.

                    And so by the fourth quarter now you've got the new business
                    that's the spillover from the first half of the year is
                    gone, the acquisition accounting noise is behind us, and
                    we've got the business not only modeled on a (P GAAP) basis
                    but modeled for the 2006 plan.

                    And you add all that up, and as we sat back in the second
                    quarter too, it's better to look at the acquisition ratio on
                    a year to date basis because of some of the noise by quarter
                    in the first year of such a significant acquisition. So the
                    third quarter was, you know, even lower than the fourth
                    quarter.

                    And in the fourth quarter again it's the first quarter which
                    we've really got some of the noise behind us and it's a
                    better indication of what the run rate will be going
                    forward.

                    And so we sit here today and we've got much more confidence
                    in our own models and the plan going forward. And so we're
                    saying that 18% to 20% is




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                    our best estimate. It's consistent with where the year ended
                    up for 2005, it's consistent with where our bottom up by
                    treaty models for 2006 will be, and it reflects the mix of
                    business that we're experiencing in the block.

Andrew Kligerman:   Okay and Dean, there is no more mortality now flowing
                    through the DAC line item as a result of revisions to the
                    ING acquisition?

Dean Miller:        Are you referring to the acquisition kind of accounting
                    stuff that we had in the second and third quarter?

Andrew Kligerman:   Yeah, the pre-'94 accounting (unintelligible).

Dean Miller:        Yeah there was no impact at all on the fourth quarter
                    related to that. That last remaining true up of that
                    estimate of the allocation between 2004 and '05 happened in
                    the third quarter.

Andrew Kligerman:   Great and then just, you know, what I find interesting about
                    this lower DAC amortization is it substantially picks up the
                    return on that ING business. Should I just assume, I mean,
                    are you very confident going forward now in this or would I
                    - is there a chance that this ratio could shift again in
                    upcoming quarters?

Dean Miller:        Well as I said, I mean, that 18% to 20% is based on our
                    internal valuation models and our very detailed treaty by
                    treaty models for the plan. Again as we said before, the
                    second quarter, that was based off of the appraisals in our
                    pricing and a lot of, you know, things coming through in the
                    first two quarters of the big acquisition. So, you know,
                    bottom line is we're much more comfortable on this estimate
                    which makes sense.




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Andrew Kligerman:   Okay, and then just quickly on the tax rate. At the
                    beginning of the year through the first half you're guiding
                    for an actual tax payout of 5%. Now I think I heard another
                    year of benefit, 8% to 10% of your income as a benefit as
                    opposed to an expense.

                    What has changed materially in the mix of business that you
                    were expecting to provide further benefit? When do you think
                    the corner will turn where you're going to pay a significant
                    bill to the governments of the United States and to Ireland?

Dean Miller:        Well first of all I don't think the change is due to a mix
                    of business change. Again, if you go back to the first
                    quarter - well this time last year and then even in the
                    first quarter when we were providing that guidance, again
                    that was, you know, just a couple of months after the
                    acquisition.

                    You know, it was a big transaction, significant tax
                    implications. And what's changed is, you know, all of that
                    has now been sorted out through, you know, the post
                    acquisition structuring and analysis of all the legal
                    entities and the tax position.

                    So, you know, again it's just part of the normal digesting
                    of a major acquisition as opposed to anything around the
                    actual business itself. And beginning in the second quarter
                    - well even prior to that we talked about as the company
                    matures that tax benefit will start to come down and become
                    more of an expense.

                    What we realized is as we did all of our modeling of the
                    implications of the acquisition in the second quarter was
                    that the turnaround from the benefits and the expense would
                    actually happen a little slower than we initially
                    anticipated.




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                    But you're right though -- it's ultimately given where our
                    business resides will end up in a tax expense position over
                    time.

                    And so we came in around just slightly over 14% effective
                    tax rate for 2005. We're guiding towards the 9% to 10% for
                    2006. And in 2007 you'll see a similar if not even greater
                    step change down, you know, to something more break even or
                    into the expense.

                    And we're in the process now of, you know, now that we've
                    got our models we're projecting those out. But as you said,
                    it is a function of you can't have a tax benefit forever.
                    And it's consistent with, you know, what our plans and
                    models say. But 8% to 10% benefit.

                    And the other thing is because we book our tax benefit on an
                    actual basis quarter to quarter which you don't get what
                    typically you see in companies where there is a very stable
                    profit stream on a pre-tax basis and a consistent tax. What
                    we do is we peg to the actual tax based on the taxable
                    profit and so it will tend to jump around a little bit
                    quarter to quarter.

Andrew Kligerman:   Great, thanks a lot Dean.

Dean Miller:        Okay, thanks Andrew.

Operator:           Your next question comes from Al Capra with Oppenheimer &
                    Co.

Al Capra:           Good morning everybody. Just two questions related to
                    financial solutions types of business. You mentioned that
                    one sizable transaction in the quarter. I was hoping you
                    could just give us a little bit more color on some of the
                    aspects of that deal.




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                    And then I think also Scott mentioned that you secured some
                    protection wins in the quarter. Does that mean that, you
                    know, that was included in this quarter's production or does
                    that give you further confidence in the outlook for '06?
                    Thanks.

Scott Willkomm:     I think Al the reference to protection wins in particular
                    was specific to our UK business. That really wouldn't have
                    had any material impact in the fourth quarter, you know,
                    around (unintelligible) at best.

                    But just like in the U.S. when we win a treaty in the UK we,
                    you know, grow into the production effectively as the
                    product is ultimately sold. So it will grade in over the
                    course of the period of a year for example. Very, you know,
                    identical in many respects to the treaty business we do in
                    the U.S.

                    I think the key thing for us is, you know, the number of
                    treaties we're beginning to win in that business gives us a
                    lot of confidence in the direction that the international
                    segment is headed.

                    With respect to the annuity deal we did in the quarter, it
                    is, you know, sort of consistent with the other types of
                    annuity types of transactions that we have done. I am sure
                    there are some unique features to it that as is the case
                    with all transactions that we see.

                    It is a (Modco) deal. We had been reluctant to take on
                    (Modco) structures until the accounting around (Digby) 36
                    was solved. Obviously that was solved, you know, a couple
                    of, you know, roughly I guess a year and a half to two years
                    ago now. So now that there's certainty around the accounting
                    we have formed a position on how we can accept those types
                    of transactions.




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                    So I think that, you know, the key element about the
                    financial solutions as we've been saying for some time is
                    that as interest rates started to move it would change the
                    appetite of the customer to reinsure blocks of business that
                    in a steady state environment are probably less compelling,
                    you know, they're less compelled to reinsure.

                    And I think we will continue to see some nice opportunities
                    appear over the course of this year both in the U.S. and in
                    the UK markets on financial solutions annuity type
                    transactions.

Al Capra:           Okay, I'll go back in the queue and let some others ask
                    questions. Thanks.

Scott Willkomm:     Okay.

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

John Nadel:         Hey, good morning guys.

Scott Willkomm:     Morning.

John Nadel:         A couple of quick questions for you. Just on - in the
                    quarter can you just highlight were there any - I'm assuming
                    there were. Can you highlight what the amount was of expense
                    related to the secondary offering?

Dean Miller:        Well expenses related to capital offerings are charged
                    against the transaction so there would be a relatively
                    diminimous amount flowing through the income statement John.
                    It's a little early ...

John Nadel:         Okay so it's against net proceeds.




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Dean Miller:        Yeah, similarly with securitization transactions there would
                    be amortization of the transaction costs and I think that
                    was about $1.7 million if I'm not mistaken on the collateral
                    finance facilities expense. But that is part of the ongoing
                    cost of doing that type of a transaction.

John Nadel:         Okay, and if we think about the total equity once the
                    forwards are covered in the second half of the year that you
                    guys have raised now to cover '06 business, you know, and we
                    think about that relative to your targeted new business of
                    about $100 billion of face amount. How much cushion does the
                    equity that you raised give you relative to that targeted
                    $100 billion?

Dean Miller:        Well the $100 billion in all candor is only one piece of the
                    puzzle. We need to take - that's just the traditional
                    business in the States. It doesn't take into account the
                    financial solutions business as well as the activity in the
                    UK. So the capital that we raised in the offering and in the
                    forward is a pretty efficient piece of capital because it's
                    supporting more than just that, you know, segment that you
                    spoke about.

                    And I think as we've said on the road show, based on our
                    organic new business growth objectives that equity clearly
                    gets us through '06. It is a deleveraging transaction. It
                    creates some incremental leverage capacity in our various
                    debt buckets and gets us into '07 in a pretty nice fashion.

                    We, you know, as I think we also said on the road show, we
                    do have our outstanding convert which is callable before the
                    end of the year which we will be looking to address sometime
                    during the course of this year as well. So you should expect
                    to see us active at some point in time down the track here.

John Nadel:         Okay and then I guess the last question is were you guys
                    looking at the J.P. Morgan deal with protective, you know,
                    and can you just discuss maybe any




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                    other significant competitors or changes in the competitive
                    landscape other than (Wilton)?

Dean Miller:        We didn't see any other competitors in that potential
                    opportunity to the extent we actually were in it. I'm not
                    sure that we're even allowed to talk about it.

John Nadel:         Okay, okay.

Dean Miller:        But ...

John Nadel:         And maybe just talk about the competitive landscape then.

Dean Miller:        Yeah I think that was what your real question was. We - not
                    really. I mean, I think in many respects our cousins in the
                    P&C side of the world who have life businesses are probably
                    spending more of their resources on the renewal season for
                    the non-life business and similarly a lot of their
                    incremental capital.

                    We, you know, haven't seen anything, I mean, there's always
                    talk of course. Anytime there's a good business opportunity
                    there should be opportunities or talk about new entrants in
                    the market. We have not seen any. (Wilton) has done a good
                    job on a very targeted basis deploying capital. But short of
                    that, you know, really nothing quite honestly. And we're
                    always on the lookout as you might imagine.

John Nadel:         Okay, terrific. Thanks guys.

Dean Miller:        Thank you.

Operator:           Your next question comes from (Sam Hoffman) with Omega.




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(Sam Hoffman):      Good morning.

Scott Willkomm:     Good morning.

(Sam Hoffman):      Can you guys comment on how you intend to make up for the
                    loss of your tax benefit in 2007 in terms of return on
                    equity and EPS? And also I think - were you talking earlier
                    about the treatment - strategy to deal with the conversion
                    of the (Haikus) and possibly refinancing them in some way?

Scott Willkomm:     No. (Sam) actually it's the straight convert.

(Sam Hoffman):      Okay.

Scott Willkomm:     Yeah, and as you may recall, when we issued the convert our
                    original intent had been to just do a, you know, straight
                    senior note offering. But being new to the fixed income
                    markets we were a stronger equity story at the time than a
                    debt story. And, you know, our anticipated approach would be
                    to refinance that convert as, you know, traditional straight
                    senior note or something comparable, non-equity dilutive
                    oriented security.

                    The (Haikus) themselves are, you know, effectively, you
                    know, they're a mandatory convertible. They will convert on
                    the conversion date in another what, 20 months or so.

(Sam Hoffman):      Right.

Scott Willkomm:     So on the second portion, that's a very good question
                    actually. And, you know, if you roll back the clock about
                    five years, one of the key elements of our, you know, tax
                    benefit if you will or some of the benefits that we've
                    achieved over the course of the past few years has in some
                    respects been very




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                    helpful in offsetting our cost of capital inadequacies
                    relative to some of our larger competitors.

                    We are now as you can see very, very actively developing our
                    capabilities around reducing cost of capital substantially.
                    And we're only at the sort of leading edge of that effort.
                    So in many respects the tax benefits in the past have
                    somewhat offset our disadvantages from a capital - cost of
                    capital perspective.

                    So one of the key reasons why we've spent so much time and
                    effort on the securitization structured finance side is to
                    gain that cost of capital improvement and similarly replace
                    and even perhaps exceed the benefits the taxes bring in the
                    short term.

                    So in addition our block of business is becoming, you know,
                    larger and more mature. It's, you know, now as it's maturing
                    it's ticking off a decent amount of incremental cash flow
                    that we can reinvest in the business. And that isn't
                    something we've had in the past where we were growing our
                    book of business overall.

                    So we have a number of different dynamics coming to play in
                    this. And we price our business so that it can absorb an
                    effective tax rate as well, a positive rate in that case. So
                    that's another important feature so we're not pricing the
                    business based on short term tax benefits.

Dean Miller:        Yeah another smaller but still important contributor to this
                    is the - we mentioned the operating expense ratios. If we
                    look into '06, you know, we can maintain our absolute dollar
                    amount of expenses flat while continuing to grow the top
                    line and, you know, that's real contribution to the bottom
                    line that, you know, will chip away at the tax benefit loss.




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(Sam Hoffman):      Are you comfortable given the conversion of the (Haikus) and
                    the tax rate growing slowly that you can at least maintain
                    where you are through 2007?

Scott Willkomm:     Yeah I think actually we'll see the ROE incrementally
                    improve as well. that's - when we did the (Haiku) offering
                    we projected out where we thought we would be knowing full,
                    you know, full on that would point to come in to the equity
                    account at the date certain and how that would impact not
                    only, you know, per share type numbers but also the return
                    on equity perhaps even more important in some respects.

                    So that's something that we've - we knew about when we
                    issued the bonds and something that we clearly have on the
                    radar screen as we manage the growth of the business. So
                    it's not as if it's going to sneak up on us and surprise us.

(Sam Hoffman):      Okay also can you comment on the objectives of the
                    securitization conference for Scottish RE and potential fee
                    income that you might be deriving from that type of business
                    going forward?

Scott Willkomm:     Well I won't comment on the latter since it's not an
                    important contributor at this stage of the game (Sam). I
                    think it's something that we'll see how that evolves. But I
                    think the - well the purpose of the conference is very
                    simple. It's not an investor conference. It's a conference
                    for our customers and we do these things all the time.

                    However securitization of life insurance assets and
                    liabilities is a very, very hot topic in our industry today.
                    And every company is interested in talking about it or
                    virtually every company is very interested in talking about
                    it and




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                    learning how it can improve their overall effectiveness in
                    terms of purchasing reinsurance and capture some of the
                    benefits.

                    So our objective is to highlight our expertise, showcase
                    some of the, you know, folks on our team and the other teams
                    that we work with at other firms to effect these types of
                    transactions to in part, you know, educate our customers
                    about the applications for them, the challenges that they
                    might face in some respects in approaching these types of
                    transactions.

                    And it is something consistent with what we do from a
                    marketing and visibility standpoint. and the, you know,
                    level of interest on the part of our customers, and we have
                    folks not only in the U.S. but people in the UK and Japan
                    interested as well, you know, is I think, you know, very
                    important and demonstrative of the franchise that we're
                    building.

Dean Miller:        And it's also a great way to facilitate dialog with clients
                    that we either currently aren't doing business with or even
                    our existing clients, it's getting access to different
                    people within their organizations to talk about their
                    business which is just good, sound marketing and business
                    practice.

(Sam Hoffman):      Okay, and my last question is can you update us on the
                    actuarial reviews that you completed or others completed in
                    conjunction with the securitizations and the extent to which
                    they validate the mortality assumptions that you made when
                    you acquired ING RE?

Scott Willkomm:     Well we probably, in order to securitize stuff the work has
                    to be completed. And clearly we completed a lot of
                    transactions in late December so that work was well done. It
                    says exactly what we expected it to say in terms of the
                    underlying mortality assumptions on the ING block. And it's
                    been sort of, you




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                    know, looked up, down, left, and right by, you know, quite a
                    few parties as you might imagine going into these
                    transactions.

                    And, you know, it's what we expected and, you know, it
                    should give you comfort. Certainly we were comfortable
                    ourselves. But it would give you comfort and quite frankly
                    in the context of a securitization it gives the bond holders
                    and other participants in the transactions comfort that the
                    underlying assumptions are as we expected.

Dean Miller:        And the other thing is the ability to model the business,
                    segregate it by the blocks for each of the securitizations
                    or financing, have, you know, groups of external people come
                    in and look at it. Not only does it validate as Scott said
                    the assumptions that make you feel good about the business
                    but it also says a lot about our administration systems and
                    the ability to, you know, have the underlying, you know,
                    data to feed the models in a robust fashion to facilitate
                    these.

                    And it's probably, you know, what we're starting to see with
                    a lot of the clients and others out there looking to
                    securitize their own books of business. One of the biggest
                    barriers is just getting your hands around the data in the
                    right way. So it's again a nice validation of the platform
                    we acquired from the ING acquisition.

(Sam Hoffman):      Okay, thanks.

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

Jeff Schuman:       Good morning. I was wondering if we could talk through a
                    little bit more some of the growth issues in perspectives.
                    And first let me be a retrospective question.




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                    I think you mentioned that your net North American in-force
                    grew by I think it was 4.4% in '05. I was wondering what
                    your perspective is on market growth. Do you think that was
                    about the market growth last year or how do you think you
                    sort of did from a market share perspective?

Scott Willkomm:     I think the market decreased Jeff. I think premium, I mean,
                    the North American market is the screwiest market because we
                    measure it in - with only half of the equation. We measure
                    the volume side, you know, in terms of in-force but we don't
                    measure the rate side. Everywhere else in the world we
                    measure markets by premium which is the rate times volume
                    concept.

                    So but I think on a premium basis the market probably grew
                    around 3% to 5% so we would have been consistent with the
                    market on a premium basis. On an in-force basis it probably
                    decreased a little bit I would imagine. Because we I think
                    as you will recall have observed in some respects some
                    session rates having decreased a year ago and likely this
                    year as well.

                    I think longer term we anticipate the session rate decrease
                    will bottom out either in '06 or '07 not being, you know,
                    fully, you know, sort of psychic about these things. But a
                    lot of that bottoming out on an in-force basis will be
                    driven by the - a number of things including the ability of
                    the reinsurance market to deliver low cost capital to the
                    direct companies.

                    How do you do that? Well most recently it's been through the
                    banking market. But we're going to go into a credit slump
                    before too long so I think the banking market may get a
                    little bit tougher. But through markets like securitization
                    markets where we've been able to reduce cost of funds on
                    incremental transactions just within a short period of time,
                    some of that benefit may find its way into the pricing
                    equation for customers.




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                    We also would envision that -- and we've seen anecdotal
                    evidence of this -- as companies who are retaining more risk
                    have, you know, some volatility in their mortality results,
                    you know, they may reconsider whether retaining more risk is
                    truly the appropriate way to manage that risk.

                    When historically, you know, they have not had to take that
                    type of volatility through the income statement. Spreading
                    it out to a panel of reinsurers may be a more thoughtful way
                    of doing that assuming you can get the reinsurance at a
                    reasonable cost. You know, a number of factors driving that
                    change in the outlook.

Jeff Schuman:       Okay and I just want to be clear, I mean, as far as '05 I
                    guess I would not be surprised if the amount of business
                    exceeded the client. I guess I would be surprised if total
                    reinsurance in-force actually declined.

Scott Willkomm:     Well not in-force. I'm talking about annual session rates.
                    Sorry Jeff. I think you're right. When looking at the gross
                    number, that's a different story. But if we look at just
                    annual session rates, I think that's where my comments were
                    oriented.

Jeff Schuman:       Okay and then if we look at your '06 numbers, you've talked
                    I think about gross new business of $100 billion. That would
                    probably net to, I don't know, once again probably 4% or 5%
                    growth in sort of total net face amount.

                    Your premium numbers, $1.9 billion to $2.1 billion in North
                    America. If you hit the midpoint of that, that's probably
                    like 10% premium growth. I mean, which metric is probably a
                    better measure of your North American sort of mortality
                    growth that would be at this point?




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Scott Willkomm:     Well I think quite frankly premium growth is really the
                    metric because that's the one that drives the income
                    statement when you get right down to it. So, I mean,
                    unfortunately our industry in the States has - yeah, you
                    know, our industry has unfortunately tended towards just
                    looking at in-force and not looking at the margin on the
                    in-force or ...

Jeff Schuman:       Okay so we're still based in thinking that your North
                    American business - mortality business is still kind of a
                    high single digit 10% kind of grower at this point?

Scott Willkomm:     Yeah and you've got to remember there are a few other
                    things. we have, you know, inevitably, you know, we do some
                    incremental in-force transactions so you have a little - you
                    have a few other little bits and pieces that enter into your
                    premium calculation as well. So it's not a one-for-one
                    correlation. But I think your conclusions are correct.

Jeff Schuman:       And given those growth rates, I mean, can we think of that
                    part of your business as really being a provider of capital?

Scott Willkomm:     You may for all intents and purposes, it's awful close I
                    would have to say, awful close. Especially as we lay off the
                    incremental statutory strains like the XXX and the like.

Jeff Schuman:       Okay and lastly the 140 to 160 international, that's a fair
                    amount of growth compared to the recent run rate. How much
                    of that is kind of baked in from current treaties and how
                    much of that still would have to really go out and be sold
                    at this point?

Scott Willkomm:     Not an excessive amount has to be sold. You know, you may
                    recall Dean's remarks during the opening comments here.
                    There was some depressing noise




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                    or reduction if you will, sort of - in Q3 we kind of grossed
                    up premiums but we grossed up the benefit side or the other
                    side of the income statement to a net, you know, nothing.

                    In this one as we were cleaning out the final, you know,
                    noise and stuff it was a, you know, parallel shift on a
                    decrease basis to right some of the wrongs of the past. So,
                    you know, your run rate is probably more like 120 or so. The
                    protection treaties that we're writing will in general be
                    those that make up the difference. And you don't need, you
                    know, a bundle of them to make up that difference.

Jeff Schuman:       Okay, thanks a lot.

Operator:           Your next question comes from (David Markle) with (Helda)
                    Capital.

(David Markle):     Hi, I wanted to ask you a question about competition. Are
                    you seeing (Wilton RE) around that much?

Scott Willkomm:     We see (Wilton) in - generally in acquired oriented
                    transactions. What we call acquired solutions, what the
                    Swiss call Admin RE which is service market so we've got to
                    be careful about that. Anyhow, in very specific transaction
                    oriented activities for the most part a la the J.P.
                    Morgan/Chase deal that they did recently in the annuity and
                    life redeal of, I don't know, like it's maybe six months ago
                    or something like that.

                    That tends to be, you know, the extent of it. But then again
                    that's kind of what their business plan is as we understand
                    it.

(David Markle):     Okay, how is the business quality that (cedents) are
                    delivering to you now? Is it improving, disimproving, pretty
                    similar?




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Scott Willkomm:     Improving relative to what?

(David Markle):     Let's say underwriting standards of say two years ago.

Scott Willkomm:     Well at the end of the day I think the, you know, we are
                    ultimately the filter in terms of what we choose to accept
                    and how we choose to accept it and at what price. So and we
                    differentiate by, you know, different attributes of each
                    company. We do pre-underwriting audits so we know going in
                    what our expectation should be around, you know, the
                    underwriting of a particular company and we factor that into
                    how we price and address their business.

                    So I think in general that which comes to us comes to us
                    informed by those types of situations. I don't know if you
                    want to add anything.

Dean Miller:        Again, you know, we, you know, this past year we did 35
                    underwriting audits which is, you know, up even from the
                    previous year, very active in that. And we completed 22
                    administrative audits. So we keep a close watch on our
                    business.

(David Markle):     Okay, as a follow-up, how many audits do you receive by
                    (cedents)?

Scott Willkomm:     Well we've been doing them since we started and I think in
                    general they're quite well received. I mean, we - first of
                    all we don't view them as onerous as audits although that's
                    what they're called. We have a client facing auditing that
                    goes in, does their audit work, we do, you know, a proper
                    exit interview with the client. Sometimes clients benefit,
                    sometimes we benefit. It tends to be diminimous at the end
                    of the day.




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                    Most clients view it as something that they can use as they
                    continue to have some retention so they're on the risk as
                    well. And we have not - I can't say I've actually heard a
                    single complaint. I don't think any of us have heard any
                    complaints.

                    We schedule them well in advance, very professionally done,
                    whether it be an underwriting or administrative audit. And
                    our folks are well known in the industry. So that's actually
                    a very good - it could be viewed more favorably than putting
                    the nasty term audit around it.

(David Markle):     Very good. We are shareholders. My last question, what do
                    you see is your best opportunity or opportunities at the
                    present to be deploying your capital into?

Scott Willkomm:     Well we're going to continue to maintain our, you know,
                    leadership position along with a few other competitors in
                    the North American mortality business. That's very clear.
                    We'll be leveraging our securitization expertise not only to
                    support that effort but also to perhaps expand some of the
                    opportunities that might otherwise come to us.

                    We're investing in the UK and Irish markets as I think we've
                    referred to in our prepared comments. We are getting some
                    very nice traction thereafter, some meaningful investment of
                    time and effort. We've recently opened up our branch office
                    in Singapore to extend our existing Asian business. We see a
                    lot of opportunities in those markets as well.

                    So you take all those together, leverage our Mortality
                    Research Center which is recognized as expert in the
                    analysis of underlying mortality data for insurers and
                    reinsurers, and we have a fairly full dance card.




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(David Markle):     Very good, thanks.

Scott Willkomm:     Thank you.

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

Al Capra:           Just to build on the last couple of rounds of questions, you
                    know, if you look at the North American traditional business
                    it seems to be one that, you know, you're used to a block
                    and tackle effectively through the market and provide you
                    with some fairly steady earnings.

                    But, you know, compared to that, how would you compare the
                    returns on capital in terms of the opportunities you see
                    either in the international market or in the financial
                    solutions market? It seems to me that's where your growth
                    might be, you know, the next couple of years.

Scott Willkomm:     I think that's right. I mean, if you just look at the growth
                    in the primary market it's principally around the
                    accumulation oriented products and you can almost look at
                    any geographic market, any developed geographic market and
                    see a similar type of answer.

                    In some markets geographically where we are relatively, you
                    know, diminimous in terms of a factor, you know, such as the
                    UK and Ireland, we're growing our presence in that market.
                    So we have a very high rate of growth albeit off of a small
                    base. But that is a - the UK is the second largest life
                    reinsurance market in the world so we should be a
                    significant player there --and we have a good ways to go.

                    I think you're right, you know, and we have continued to
                    develop our capabilities around accumulation oriented
                    products and similar for allied




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                    products. One needs to do that thoughtfully I think as you
                    do in any business segment if you will. So we will see, you
                    know, continued, you know, activity in the North American
                    mortality business that's influenced in a unique way by some
                    of the securitization activity.

                    We've been looking for some financial oriented financial
                    solutions oriented activity for some time. We're beginning
                    to see that in a nice way in both the UK and in the U.S. And
                    then we have a lot of ground to cover in the international
                    markets. Our competitors are, you know, deriving very, very
                    meaningful portions of their overall profitability from
                    overseas. And there's a lot of room to grow in those markets
                    for us as well.

Al Capra:           Is it fair to say though that we could experience a mix
                    shift towards higher returning businesses over the next
                    couple of years?

Scott Willkomm:     Well I think that, you know, that the best answer would be
                    yes. I think that some of the businesses in some of the
                    markets that we'll be going into would be generally regarded
                    as higher returning. I think we're not going to necessarily
                    go out on a limb in saying, you know, that the complete
                    return complexion of the business is changing. I think the
                    return complexion will change more in how we finance it than
                    actually how it comes in necessarily.

                    But yeah, there are some differences as you know between the
                    annuity business and what it comes in on, on what basis I
                    should say it comes in at and a pure term business. Are
                    there any more questions out there?

Al Capra:           Oh I just had one quick follow-up. Sorry, a button. But just
                    as we look out into '06 your earnings growth is a little bit
                    depressed due to some of the dilution surrounding the equity
                    markets transaction you just finished. But, you know, as you
                    look beyond that and you look at the global opportunities,
                    do




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                    you consider yourself a, you know, 12% longer term growth
                    company, a 15% longer term growth company? Can you comment
                    on that?

Scott Willkomm:     I'm not sure there's much difference between 12% and 15% but
                    I would put us in that range of growth.

Al Capra:           Not the 8% to 10% that some of the domestic players kind of
                    view the market as?

Scott Willkomm:     Well just think about this, you know, if you just look at
                    the simple complexion. Just look at the international
                    business. You know, the opportunities there for us on a
                    delta basis are quite significant because we're starting
                    from, you know, a really, really low base. It's a little bit
                    tougher if you're, you know, already well ensconced in some
                    of those markets so that's an example of why we would grow
                    at a higher rate than some of our more mature friends.

                    Asia clearly, you know, we do a modest amount of business
                    through the London market. We just put a lily pad in
                    Singapore and are in the process of effectively rolling that
                    into the market if you will. That has, you know, great
                    potential even at the margin quite frankly.

                    So, you know, we're starting in a lot of markets from a
                    small basis compared to many of our competitors who have
                    been in some of the markets for much, much longer and have
                    developed a pretty nice sized flow of business.

                    Couple that with some of the things in the capital
                    efficiency side and the like and that would make a lot of
                    sense to see us growing at a higher rate than some of the
                    domestic companies and the more mature companies.




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Al Capra:           Okay that's very helpful, thanks Scott.

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

John Nadel:         Hey guys, just two quick modeling questions for you. One is
                    on the projection for net investment income. Just kind of
                    looking back in my models, the $650 million to $700 million
                    that you guys are suggesting for '06 is a pretty steep jump.
                    I'm assuming that a vast majority of that jump is based on
                    the asset intensive business.

                    And so should we expect to see I guess a similar, maybe
                    slightly lower but a similar rate of growth in interested
                    credited?

Scott Willkomm:     Well John it's really two fold. It's - you're right, it's on
                    the spread business which is asset intensive. We'll get
                    growth there. And secondly the securitization activity, what
                    that does - and one of the things that, you know, we will
                    for sure need to do in '06 is give you more detailed
                    information on the breakout.

                    But rather than have LOC fees come through as a line item of
                    expense and acquisition, when we securitize we get the gross
                    proceeds on the investment income, they go through that line
                    item, and then you get the collateral facility expense. The
                    net of those two is the effective cost of the financing. And
                    because the invested income line has got everything else in
                    it, it's hard to follow.

                    So and that's a big driver of that increase in addition to
                    the spread business you mentioned. So we're going to think
                    about how we can best present how to break out the financing
                    on the XXX going forward.




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John Nadel:         Okay, all right, that's great, thank you.

Operator:           At this time there are no further questions.

Scott Willkomm:     Well we'd like to thank everyone for joining us today and we
                    look forward to speaking with you over the next few weeks as
                    you have individual questions. Thank you.

Operator:           Thank you. This concludes the Scottish RE Fourth Quarter
                    Earnings conference call. You may now disconnect.


                                       END