RETROCESSION AGREEMENT

                                (the "Agreement")

                                     between

                       SCOTTISH RE LIFE (BERMUDA) LIMITED

                                     Bermuda

                                (the "Reinsurer")

                                       and

                    SECURITY LIFE OF DENVER INSURANCE COMPANY

                            (the "Retrocessionaire")



                  This Agreement is effective December 31, 2004


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                                TABLE OF CONTENTS

ARTICLE I  SCOPE OF REINSURANCE................................................1
ARTICLE II  LIABILITY..........................................................3
ARTICLE III  PREMIUMS..........................................................3
ARTICLE IV  RESERVES...........................................................4
ARTICLE V  REDUCTIONS, TERMINATION AND OTHER RETROCESSIONAL COVERAGE...........4
ARTICLE VI  CLAIMS.............................................................4
ARTICLE VII  RECAPTURE.........................................................6
ARTICLE VIII  GENERAL PROVISIONS...............................................6
ARTICLE IX  TERMINAL ACCOUNTING AND SETTLEMENT.................................9
ARTICLE X  CONFIDENTIALITY....................................................10
ARTICLE XI  INSOLVENCY........................................................11
ARTICLE XII  ARBITRATION......................................................11
ARTICLE XIII  DAC TAX.........................................................13
ARTICLE XIV  DURATION.........................................................14
ARTICLE XV  EXECUTION.........................................................15


Schedule A   Covered Individuals
Schedule B   Reinsurance Premiums, Reporting  and Settlement Procedures


<PAGE>

THIS RETROCESSION AGREEMENT (this "Agreement"), is made and entered into as of
December 31, 2004 (the "Effective Date") by and between Security Life of Denver
Insurance Company, a Colorado-domiciled life insurance company (the
"Retrocessionaire") and Scottish Re Life (Bermuda) Limited, a Bermuda-domiciled
life insurance company (the "Reinsurer").

WHEREAS, the Retrocessionaire, Security Life of Denver International Limited, a
Bermuda insurance company ("SLDI" and, together with the Retrocessionaire, the
"Sellers"), and Scottish Re Group Limited (the "Purchaser"), the indirect parent
corporation of the Reinsurer, Scottish Re (U.S.), Inc. and the Reinsurer, have
entered into an Asset Purchase Agreement, dated as of October 17, 2004 (the
"Asset Purchase Agreement"), pursuant to which the Sellers have agreed to sell,
and the Purchaser has agreed to purchase, the individual life reinsurance
business and certain assets of Sellers; and

WHEREAS, as contemplated by the Asset Purchase Agreement, the Reinsurer and SLDI
have entered into a Coinsurance Agreement, a Coinsurance/Modified Coinsurance
Agreement, and a Coinsurance Funds Withheld Agreement, each dated December 31,
2004 (the "Reinsurance Agreements"), for the reinsurance on a 100% indemnity
reinsurance basis of the Insurance Contracts described therein (collectively,
the "Covered Insurance Contracts"); and

WHEREAS, as further contemplated by the Asset Purchase Agreement, the Reinsurer
wishes to retrocede to the Retrocessionaire, and the Retrocessionaire wishes to
reinsure, on a yearly renewable term basis, a portion of the mortality risks
with respect to the individuals identified on Schedule A attached hereto, as
finalized in accordance with Section 1.2(b) (the "Covered Individuals") under
the Covered Insurance Contracts;

NOW, THEREFORE, in consideration of the mutual and several promises and
undertakings herein contained, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Retrocessionaire
and the Reinsurer agree as follows:

                                   ARTICLE I

                              SCOPE OF REINSURANCE

1.1.  Policies Reinsured. As of the Effective Date, the Retrocessionaire hereby
      indemnifies the Reinsurer, according to the terms and conditions of this
      Agreement, for the Excess Mortality Risks (as defined below).

1.2.  Coverage and Exclusions.

      (a) Only "Excess Mortality Risk" (as defined in the following sentence)
      with respect to any Covered Individual is reinsured under this Agreement.
      "Excess Mortality Risk" means death benefits payable by the Reinsurer with
      respect to any Covered Individual which (i) are ceded to the Reinsurer by
      SLDI under a Covered Insurance Contract and (ii) together with other risks
      retained by the Reinsurer with respect to such Covered Individual prior to
      the Effective Date under other reinsurance agreements would cause the
      amount of the Reinsurer's retained risk with respect to such Covered
      Individual to exceed $2,000,000 (the "Reinsurer Net Retention"). In
      calculating whether any risk with respect to any Covered Individual
      constitutes an Excess Mortality Risk, the parties


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<PAGE>

      shall take into consideration retrocessions of risk to third parties (by
      either the Reinsurer or SLDI), which shall be taken into account for this
      purpose without regard to actual collection. For example, a policy
      insuring the life of a Covered Individual that pays a death benefit of
      $5,000,000 will only be deemed to have Excess Mortality Risk of $1,000,000
      if $2,000,000 of the risk under that policy has already been retroceded
      (by either the Reinsurer or SLDI) to a third party.

      (b) The parties agree that no later than June 30, 2005, they will, using
      the complete data shown on the Sage System at that time, mutually identify
      in good faith the individuals that would have been included on Schedule A
      if all data with respect to cessions to and retrocessions by SLDI through
      the Effective Date had been input into the Sage System as of the Effective
      Date. An individual will be included on Schedule A only if (i) there is
      Excess Mortality Risk with respect to such individual and (ii) there is no
      capacity for additional risk in the retrocession market with respect to
      such individual. Any dispute as to whether there is no capacity in the
      retrocession market with respect to a particular individual will be
      resolved by determining whether, at the time in question, the capacity in
      the retrocession market for additional risk with respect to such
      individual is comparable as a practical matter to the capacity in the
      retrocession market for additional risk on the individuals identified on
      Schedule A as of the Effective Date. The Reinsurer shall provide to the
      Retrocessionaire reasonable documentation demonstrating the absence of
      such retrocessional capacity with respect to any individual the Reinsurer
      believes should be included on the revised Schedule A. Any individuals
      included on the revised Schedule A pursuant to this Section 1.2(b) will
      thereafter be deemed Covered Individuals for all purposes of this
      Agreement, and any individuals not included on the revised Schedule A
      pursuant to this Section 1.2(b) will thereafter not be deemed Covered
      Individuals without regard to whether they were included on Schedule A on
      the Effective Date. For the avoidance of doubt, it is acknowledged and
      understood that if an individual for whom there would be Excess Mortality
      Risk had such individual been determined to be a Covered Individual dies
      after the Closing Date, and prior to the time of such individual's death
      the parties have not made a final determination as to whether such
      individual is a Covered Individual pursuant to the first sentence of this
      clause (b), such individual will be deemed to be a Covered Individual
      includable on Schedule A.

1.3.  Plan of Reinsurance. Reinsurance under this Agreement shall be on a
      yearly-renewable term basis.

1.4.  No Third Party Beneficiary. This Agreement is an indemnity reinsurance
      agreement solely between the Retrocessionaire and the Reinsurer, and the
      performance of the obligations of each party under this Agreement shall be
      rendered solely to the other party. In no instance shall anyone other than
      the Retrocessionaire or the Reinsurer have any rights under this
      Agreement.


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<PAGE>

                                   ARTICLE II

                                    LIABILITY

2.1.  Liability. The liability of the Retrocessionaire for the Excess Mortality
      Risks reinsured hereunder shall commence simultaneously with that of the
      Reinsurer, but in no event prior to the Effective Date of this Agreement.
      The reinsurance under this Agreement with respect to any Covered
      Individual shall remain in force without reduction as long as the
      liability of the Reinsurer with respect to such Covered Individual under
      the Covered Insurance Contracts remains in force without reduction, unless
      the reinsurance provided herein is terminated, reduced or recaptured as
      provided herein. The Retrocessionaire's liability on any business
      reinsured hereunder shall terminate simultaneously with that of the
      Reinsurer.

                                  ARTICLE III

                                    PREMIUMS

3.1.  Premiums. Reinsurance premiums for coverage under this Agreement are shown
      in Schedule B. The Retrocessionaire shall be entitled to change such
      premiums no more frequently than annually by providing written notice of
      such change to the Reinsurer not later than sixty (60) calendar days prior
      to the end of any calendar year, with the specified changes to be
      effective as of January 1 of the following year. Any increase in such
      premiums shall not be in a percentage greater than the percentage increase
      in the market rates for similar retrocessions (taking into account the
      nature of the underlying risks, the level of the risk being retroceded,
      and any other factors appropriate to ensure reasonable comparability)
      since the time that the then-effective premiums became effective (a
      "Permitted Increase"). Any dispute as to whether any increase in premiums
      constitutes a Permitted Increase shall be referred to a mutually agreeable
      actuarial consulting firm, but the increases shall be effective and shall
      be paid by the Reinsurer unless and until such actuarial consulting firm
      determines that the increase did not constitute a Permitted Increase, in
      which case the parties shall make appropriate retroactive adjustments to
      reflect an increase deemed by the actuarial consulting firm to be a
      Permitted Increase and shall apply that Permitted Increase thereafter.

3.2.  Payment of Premiums. Reinsurance premiums are payable in accordance with
      the settlement procedures specified in Schedule B.

3.3.  Delayed Payment. All amounts due and payable by the Reinsurer to the
      Retrocessionaire under this Agreement shall be paid in accordance with the
      settlement procedures specified in Schedule B. Net reinsurance premiums or
      net death benefits which remain unpaid for more than thirty (30) days from
      the remit date set forth in Schedule B will incur interest from the end of
      the reporting period. Interest will be calculated using the 13-week
      Treasury Bill rate reported in the "Money Rates" section of the Wall
      Street Journal for the last business day of the month of that reporting
      period


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<PAGE>

3.4.  Failure to Pay Premiums. The payment of reinsurance premiums is a
      condition precedent to the liability of the Retrocessionaire for
      reinsurance covered under this Agreement. In the event that reinsurance
      premiums are not paid within forty-five (45) days of the remit date, the
      Retrocessionaire will have the right to terminate the reinsurance
      hereunder. If the Retrocessionaire elects to exercise its right of
      termination, it will give the Reinsurer thirty (30) days notice of its
      intention to terminate said reinsurance. Such notice will be sent by
      certified mail. If all reinsurance premiums in arrears, including any
      which may become in arrears during the thirty (30) day period and any
      interest thereon, are not paid before the expiration of said period, the
      Retrocessionaire will be relieved of all liability under this Agreement as
      of the last date on which premiums have been paid. This Agreement may be
      reinstated within sixty (60) days of the date of the termination, and upon
      payment of all reinsurance premiums in arrears including any interest
      accrued thereon.

                                   ARTICLE IV

                                    RESERVES

4.1.  Reserve Credit. The parties intend that the Reinsurer will receive any
      required statutory reserve credit in Bermuda for the insurance risks ceded
      to the Retrocessionaire. The Retrocessionaire agrees that it will take
      commercially reasonable steps to provide the Reinsurer with the basis upon
      which to take such credit (if any), including, if necessary, establishing
      a trust account for this purpose.


                                   ARTICLE V

            REDUCTIONS, TERMINATION AND OTHER RETROCESSIONAL COVERAGE

5.1.  Reductions and Terminations. In the event of the reduction or termination
      of the amount of the risk covered by the Covered Insurance Contracts with
      respect to any Covered Individual, the Reinsurer will reduce or terminate
      the reinsurance on that life, effective on the same date. The
      Retrocessionaire will refund any unearned reinsurance premiums with
      respect to such reduction or termination.

5.2.  Other Retrocessional Coverage. On and after the Effective Date, the
      Reinsurer agrees to use commercially reasonable efforts to obtain
      retrocessional coverage on the Excess Mortality Risk to be effective as of
      the Effective Date, or as soon as reasonably possible thereafter, from
      third party reinsurers at rates and terms that are, within the reasonable
      discretion of the Reinsurer, commercially reasonable.

                                   ARTICLE VI

                                     CLAIMS

6.1.  Claims. Claims covered under this Agreement include only death benefits
      payable with respect to Excess Mortality Risks. The Retrocessionaire will
      accept the decision of the


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<PAGE>

      Reinsurer on payment of a claim with respect to any Covered Individual
      under a Covered Insurance Contract; provided that the Reinsurer shall
      adjudicate such claim in good faith.

6.2.  Notice. The Reinsurer will provide the Retrocessionaire with a summary of
      claims received with respect to the Covered Individuals under the Covered
      Insurance Contracts no less frequently than on a quarterly basis.

6.3.  Proofs of Loss. Upon request, the Reinsurer will promptly provide to the
      Retrocessionaire the proper claim proofs, including a copy of the proof of
      payment by the Reinsurer and a copy of the insured's death certificate.
      For contested claims, the Reinsurer will also send to the
      Retrocessionaire, upon request, a copy of all underwriting papers and
      investigation reports.

6.4.  Liability. The Reinsurer's contractual liability for claims on policies
      reinsured under this Agreement is binding on the Retrocessionaire;
      provided, however, for contested claims, the Reinsurer will consult with
      the Retrocessionaire.

      The total reinsurance recoverable by the Reinsurer from all
      retrocessionaires will not exceed the Reinsurer's total liability with
      respect to the Covered Individuals. The maximum reinsurance death benefit
      payable to the Reinsurer under this Agreement with respect to any Covered
      Individual is the Excess Mortality Risk specifically reinsured with the
      Retrocessionaire. The Retrocessionaire will also pay its proportionate
      share of interest payable by the Reinsurer with respect to death benefits.

6.5.  Settlement. The Retrocessionaire will pay the reinsured death benefits in
      a single sum in accordance with the settlement procedures set forth in
      Schedule B.

6.6.  Misrepresentation or Suicide. If the Reinsurer is obligated to return
      premiums as a result of misrepresentation or suicide of any Covered
      Individual under a Covered Insurance Contract, the Retrocessionaire will
      refund to the Reinsurer all reinsurance premiums received with respect to
      such Covered Individual in lieu of any other form of reinsurance benefit
      payable under this Agreement.

6.7.  Misstatement. In the event of an increase in the amount of the Reinsurer's
      liability with respect to any Covered Individual under a Covered Insurance
      Contract due to a misstatement of age or sex, the Retrocessionaire's
      liability will increase automatically. Reinsurance premiums will be
      adjusted from the inception of the policy, and any difference will be
      settled without interest.

6.8.  Reinsurance Conditions. The reinsurance provided hereunder is subject to
      the same limitations and conditions as the terms and limitations in the
      Covered Insurance Contracts except as otherwise provided herein.

6.9.  Extra-Contractual Damages. The Retrocessionaire will not participate in
      Punitive or Compensatory Damages or Statutory Penalties that are awarded
      or imposed with respect to any Covered Individual under a Covered
      Insurance Contract.

For purposes of this Article the following definitions will apply:


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<PAGE>

"Compensatory Damages" are those amounts awarded to compensate for the actual
damages sustained, and are not awarded as a penalty, nor fixed in amount by
statute;

"Punitive Damages" are those damages awarded as a penalty, the amount of which
is neither governed nor fixed by statute;

"Statutory Penalties" are those amounts awarded as a penalty, but are fixed in
amount by statute.

                                   ARTICLE VII

                                    RECAPTURE

7.1.  Recapture. Upon sixty (60) days advance written notice to the
      Retrocessionaire, the Reinsurer may recapture liabilities ceded under this
      Agreement. If the Reinsurer increases the Reinsurer Net Retention, the
      Excess Mortality Risks reinsured under this Agreement will be
      correspondingly reduced. The Reinsurer will effectuate the recapture
      required by the preceding sentence prior to recapturing any risk ceded to
      any other retrocessionaire with respect to the Covered Individuals.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

8.1.  Currency. All payments under this Agreement will be made in United States
      currency. All amounts expressed in this Agreement and in any reports
      produced by either the Reinsurer or the Retrocessionaire will be expressed
      in United States currency.

8.2.  Any debits or credits incurred on and after the Effective Date in favor of
      or against either the Reinsurer or Retrocessionaire with respect to this
      Agreement or any other reinsurance agreements or trust agreements that
      constitute Related Agreements (as such term is defined in the Asset
      Purchase Agreement) or otherwise are deemed mutual debits or credits, as
      the case may be, and shall be set off and recouped, and only the net
      balance shall be allowed or paid. This Section 8.2 shall apply
      notwithstanding the existence of any insolvency, rehabilitation,
      conservatorship or comparable proceeding by or against the Reinsurer or
      the Retrocessionaire.

8.3.  Premium Tax. The Retrocessionaire will not reimburse the Reinsurer for
      premium taxes.

8.4.  Consent to Jurisdiction. Each party hereto irrevocably and unconditionally
      submits to the exclusive jurisdiction of any State or Federal Court
      sitting in Delaware, over any suit, action or proceeding arising out of or
      relating to this Agreement. Each party hereto agrees that service of any
      process, summons, notice or document by U.S. registered mail addressed to
      such party shall be effective service of process for any action, suit or
      proceeding brought against such party in such court. Each party hereto
      irrevocably and unconditionally waives any objection to the laying of
      venue of any such suit, action or proceeding brought in any such court and
      any claim that any such action, suit or proceeding brought in any such
      court has been brought in an inconvenient forum. Each party hereto agrees
      that final judgment in any such action, suit or proceeding brought in


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<PAGE>

      any such court shall be conclusive and binding upon such party and may be
      enforced in any other courts to whose jurisdiction such party may be
      subject, by suit upon such judgment.

8.5.  Errors and Oversights. Inadvertent delays, errors or omissions made in
      connection with this Agreement or any transaction hereunder shall not
      relieve either party from any liability which would have attached had such
      delay, error or omission not occurred, provided always that such error or
      omission is rectified as soon as possible after discovery, and provided,
      further, that the party making such error or omission or responsible for
      such delay shall be responsible for any additional liability which
      attaches as a result. If (a) the failure of either party to comply with
      any provision of this Agreement is unintentional or the result of a
      misunderstanding or oversight and (b) such failure to comply is promptly
      rectified, both parties shall be restored as closely as possible to the
      positions they would have occupied if no error or oversight had occurred.

8.6.  Inspection of Records. Upon reasonable notice, the Reinsurer or the
      Retrocessionaire (or their respective duly authorized representatives)
      may, at the expense of the requesting party, inspect the original papers
      and any and all other books or documents relating to or affecting
      reinsurance under this Agreement during normal business hours at the home
      office of the other.

8.7.  Amendments; Entire Agreement. This Agreement may not be amended or
      modified in any respect whatsoever except by instrument in writing signed
      by the parties hereto. This Agreement, the Asset Purchase Agreement, the
      other Related Agreements (as such term is defined in the Asset Purchase
      Agreement and that certain confidentiality agreement dated May 4, 2004 by
      and between ING America Insurance Holdings, Inc. and Scottish Re Group
      Limited and other documents delivered pursuant hereto, constitute the
      entire agreement between the parties hereto with respect to the subject
      matter hereof and supersede all prior agreements understanding
      negotiations, discussions, whether oral or written, of the parties and
      there are no general or specific warranties, representations or other
      agreements by or among the parties in connection with the entering into of
      this Agreement or the subject matter hereof except as specifically set
      forth or contemplated herein.

8.8.  Assignment. This Agreement may not be assigned by either party without the
      written consent of the other. This Agreement is binding on the parties and
      their respective successors and permitted assignees.

8.9.  Notices. Any notice, request or other communication to be given by any
      party hereunder shall be in writing and shall be delivered personally,
      sent by registered or certified, postage prepaid, or by overnight courier
      with written confirmation of delivery. Any such notice shall be deemed
      given when so delivered personally, or if mailed, on the date shown on the
      receipt therefor, or if sent by overnight courier, on the date shown on
      the written confirmation of delivery. Such notices shall be given to the
      following address:

      if to the Retrocessionaire:


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<PAGE>

           Security Life of Denver Insurance Company
           Attention: President
           c/o ING North America Insurance Corporation
           5780 Powers Ferry Road NW
           Atlanta, GA 30327

      with a copy to:
           B. Scott Burton
           Corporate General Counsel
           ING North America Insurance Corporation
           5780 Powers Ferry Road
           NW Atlanta, GA 30327

      and
           David A. Massey, Esq.
           Sutherland Asbill & Brennan LLP
           1275 Pennsylvania Ave., NW
           Washington, DC 20004-2415


      if to the Reinsurer:

           Scottish Re Life (Bermuda) Limited
           Crown House, Third Floor
           4 Par-la-Ville Road
           Hamilton, HM 12
           BERMUDA
           Attention: General Counsel

      with a copy to:

           Scottish Re (U.S.), Inc.
           13840 Ballantyne Corporate Place, Suite 500
           Charlotte, NC 28277
           Attention:  General Counsel

      and a copy to:

           LeBoeuf, Lamb, Greene & MacRae, L.L.P.
           125 West 55th Street
           New York, NY  10005
           Attention:  Stephen G. Rooney

Either party hereto may change the names or addresses where notice is to be
given by providing notice to the other party of such change in accordance with
this Section 8.9.


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<PAGE>

8.10. Governing Law and Construction. This Agreement shall be governed by and
      construed in accordance with the laws of the State of Delaware applicable
      to contracts entered into therein, without reference to principles of
      choice of law or conflicts of laws. This Agreement is a freely negotiated
      contract between the Reinsurer and the Retrocessionaire and will not be
      construed against either party because such party drafted this Agreement.

8.11. Severability. Any term or provision of this Agreement which is invalid or
      unenforceable in any jurisdiction shall, as to that jurisdiction, be
      ineffective to the extent of such invalidity or unenforceability without
      rendering invalid or unenforceable the remaining terms and provisions of
      this Agreement or affecting the validity or enforceability of any of the
      terms or provisions of this Agreement in any other jurisdiction, so long
      as the economic or legal substance of the transactions contemplated hereby
      is not affected in any manner materially adverse to any party. If any
      provision of this Agreement is so broad as to be unenforceable, that
      provision shall be interpreted to be only so broad as is enforceable.

8.12. Captions and Schedules. The captions of this Agreement are for convenience
      of reference only and shall not define or limit any of the terms or
      provisions hereof. The schedules attached hereto are a part of this
      Agreement.

8.13. Counterparts. This Agreement may be executed by the parties hereto in
      separate counterparts, each of which when so executed and delivered shall
      be an original, but all such counterparts shall together constitute one
      and the same instrument. Each counterpart may consist of a number of
      copies hereof each signed by less than all, but together signed by all of
      the parties hereto. Each counterpart may be delivered by facsimile
      transmission, which transmission shall be deemed delivery of an originally
      executed document.


                                   ARTICLE IX

                       TERMINAL ACCOUNTING AND SETTLEMENT

9.1.  Terminal Accounting. In the event that all of the reinsurance under this
      Agreement is terminated, a terminal accounting and settlement shall take
      place.

9.2.  Date of Termination. The effective date of termination shall be the end of
      the accounting period in which termination is effective. The terminal
      accounting date shall be the effective date of termination or such other
      date as shall be mutually agreed to in writing.

9.3.  Settlement. The terminal accounting and settlement shall consist of the
      settlements as provided in Schedule B, computed as of the terminal
      accounting date.

      If the calculation of the terminal accounting and settlement produces an
      amount due the Reinsurer, such amount shall be paid by the
      Retrocessionaire to the Reinsurer.


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<PAGE>

      If the calculation of the terminal accounting and settlement produces an
      amount due the Retrocessionaire, such amount shall be paid by the
      Reinsurer to the Retrocessionaire.

9.4.  Supplementary Accounting and Settlement. In the event that, subsequent to
      the terminal accounting and settlement as above provided, a change is made
      with respect to any amount taken into account pursuant to Schedule B, a
      supplementary accounting shall take place. Any amount owed to the
      Reinsurer or from the Reinsurer by reason of such supplementary accounting
      shall be paid promptly upon the completion thereof.

                                    ARTICLE X

                                 CONFIDENTIALITY

      The parties agree that, other than as contemplated by this Agreement and
      to the extent permitted or required to implement the transactions
      contemplated by this Agreement, the parties will keep confidential and
      will not use or disclose the other party's Confidential Information and
      the terms and conditions of this Agreement, including, without limitation,
      the exhibits and schedules hereto, except as otherwise required by
      Applicable Law or any order or ruling of any state insurance regulatory
      authority, the Securities and Exchange Commission or any other
      Governmental Authority. The confidentiality obligations contained in this
      Agreement or in any other agreement between the parties hereto, as they
      relate to the reinsurance hereunder, shall not apply to the federal tax
      structure or federal tax treatment of this Agreement and each party hereto
      may disclose to any and all persons, without limitation of any kind, the
      federal tax structure and federal tax treatment of this Agreement;
      provided, that such disclosure may not be made until the earliest of (x)
      the date of the public announcement of discussions relating to this
      Agreement, (y) the date of the public announcement of this Agreement, or
      (z) the date of the execution of this Agreement. The preceding sentence is
      intended to cause this Agreement to be treated as not having been offered
      under conditions of confidentiality for purposes of Section 1.6011-4(b)(3)
      (or any successor provision) of the Treasury Regulations promulgated under
      Section 6011 of the Internal Revenue Code of 1986, as amended, and shall
      be construed in a manner consistent with such purpose. Subject to the
      provision with respect to disclosure in the first sentence of this
      subsection (b), each party hereto acknowledges that it has no proprietary
      or exclusive rights to the federal tax structure of this Agreement or any
      federal tax matter or federal tax idea related to this Agreement.

      For purposes of this Article X, "Confidential Information" shall mean all
      documents and information concerning one party, any of its Affiliates, the
      Excess Mortality Risks, the Covered Individuals or the Covered Insurance
      Contracts, including any information relating to any person insured
      directly or indirectly under the Covered Insurance Contracts, furnished to
      the other party or such other party's Affiliates or representatives in
      connection with this Agreement or the transactions contemplated hereby,
      except that Confidential Information shall not include information which:
      (a) at the time of disclosure or thereafter is generally available to and
      known by the public other than by way of a wrongful disclosure by a party
      hereto or by any representative of a party hereto; (b) was available on a
      nonconfidential basis from a source other than the parties hereto or


                                       10
<PAGE>

      their representatives, provided that such source is not and was not bound
      by a confidentiality agreement with a party hereto; or (c) was
      independently developed without violating any obligations under this
      Agreement and without the use of any Confidential Information.

                                   ARTICLE XI

                                   INSOLVENCY

11.1. Insolvency of the Reinsurer. In the event of the insolvency of the
      Reinsurer, all reinsurance made, ceded, renewed or otherwise becoming
      effective under this Agreement shall be payable by the Retrocessionaire
      directly to the Reinsurer or to its statutory liquidator, receiver or
      statutory successor on the basis of the liability of the Reinsurer with
      respect to the Covered Individuals under the Covered Insurance Contracts
      without diminution because of the insolvency of the Reinsurer. It is
      understood, however, that in the event of the insolvency of the Reinsurer,
      the liquidator, receiver or statutory successor of the Reinsurer shall
      give written notice of the pendency of a claim against the Reinsurer with
      respect to a Covered Individual under a Covered Insurance Contract within
      a reasonable period of time after such claim is filed in the insolvency
      proceedings and that during the pendency of such claim the
      Retrocessionaire may investigate such claim and interpose, at its own
      expense, in the proceeding where such claim is to be adjudicated, any
      defense or defenses which it may deem available to the Reinsurer or its
      liquidator, receiver or statutory successor. It is further understood that
      the expense thus incurred by the Retrocessionaire shall be chargeable,
      subject to court approval, against the Reinsurer as part of the expense of
      liquidation to the extent of a proportionate share of the benefit which
      may accrue to the Reinsurer solely as a result of the defense undertaken
      by the Retrocessionaire.

11.2. Insolvency of the Retrocessionaire. In the event of the insolvency of the
      Retrocessionaire, the Reinsurer may, upon giving thirty (30) days written
      notice to the Retrocessionaire, its liquidator, receiver or statutory
      successor, recapture all of the business reinsured under this Agreement.

                                   ARTICLE XII

                                   ARBITRATION

12.1. Arbitration.

          (a) After the Closing Date, any dispute between the parties with
respect to the calculation of amounts that are to be calculated, reported, or
that may be audited pursuant to this Agreement (other than disputes relating to:
(i) the SLDI Closing Statement and the assets to be transferred to the
Reinsurer, the SLDI Reserve Trust Account and the SLDI Security Trust Account
pursuant to Article II of the Asset Purchase Agreement, which shall be resolved
in accordance with the Asset Purchase Agreement; (ii) calculations relating to
DAC tax, which shall be resolved in accordance with Article XIII hereof, or
(iii) matters relating to whether a


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<PAGE>

Triggering Event (as defined in each Reinsurance Agreement) has occurred), shall
be decided through negotiation and, if necessary, arbitration as set forth in
Section 12.2.

          (b) The parties intend this Section 12.1 to be enforceable in
accordance with the Federal Arbitration Act (9 U.S.C., Section 1) including any
amendments to that Act which are subsequently adopted. In the event that either
party refuses to submit to arbitration as required by Section 7.01(a), the other
party may request the court specified in Section 8.4 to compel arbitration in
accordance with the Federal Arbitration Act.

12.2. Arbitration Procedure.

          (a) The Reinsurer and Retrocessionaire intend that any dispute between
them arising under this Agreement (excluding those disputes identified in
Section 12.1(a)) be resolved without resort to any litigation. Accordingly, the
Reinsurer and Retrocessionaire agree that they will negotiate diligently and in
good faith to agree on a mutually satisfactory resolution of any such dispute;
provided, however, that if any such dispute cannot be so resolved by them within
sixty (60) calendar days (or such longer period as the parties may agree) after
commencing such negotiations, the Reinsurer and Retrocessionaire agree that they
will submit such dispute to arbitration in the manner specified in, and such
arbitration proceeding will be conducted in accordance with, the Commercial
Arbitration Rules of the American Arbitration Association.

          (b) The arbitration hearing will be before a panel of three
disinterested arbitrators, each of whom must be a present or former officer of a
life insurance or life reinsurance company familiar with the life reinsurance
business, or other professionals with experience in life insurance or
reinsurance, provided that such professionals shall not have performed services
for either party within the previous five (5) years, and provided further that
no arbitrator shall be a former employee of the Reinsurer or any of its
Affiliates. The Reinsurer and Retrocessionaire will each appoint one arbitrator
by written notification to the other party within thirty (30) calendar days
after the date of the mailing of the notification initiating the arbitration.
These two arbitrators will then select the third arbitrator within sixty (60)
calendar days after the date of the mailing of the notification initiating
arbitration.

          (c) If either the Reinsurer or Retrocessionaire fails to appoint an
arbitrator, or should the two arbitrators be unable to agree upon the choice of
a third arbitrator, the president of the American Arbitration Association will
appoint the necessary arbitrators within thirty (30) calendar days after the
request to do so.

          (d) The arbitrators shall base their decision on the terms and
conditions of this Agreement. However, if the terms and conditions of this
Agreement do not explicitly dispose of an issue in dispute between the parties,
the arbitrators may base their decision on the customs and practices of the life
insurance and life reinsurance industry together with an interpretation of the
law. The vote or approval of a majority of the arbitrators will decide any
question considered by the arbitrators. The place of arbitration will be
determined by the arbitrators. Each decision (including without limitation each
award) of the arbitrators will be final and binding on all parties and will be
nonappealable, except that (at the request of either the Reinsurer or
Retrocessionaire) any award of the arbitrators may be confirmed (or, if
appropriate, vacated) by a judgment entered by the court specified in Section
8.4. No such award or judgment will bear


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<PAGE>

interest except as provided in Section 3.3. In no event may the arbitrators
award punitive or exemplary damages. Each party will be responsible for paying
(a) all fees and expenses charged by its respective counsel, accountants,
actuaries, and other representatives in conjunction with such arbitration and
(b) one-half of the fees and expenses charged by each arbitrator.

                                  ARTICLE XIII

                                     DAC TAX

13.1. Election.

          (a) All uncapitalized terms used herein shall have the meanings set
forth in the regulations under Section 848 of the Code.

          (b) Each of the Reinsurer and the Retrocessionaire acknowledges that
it is subject to taxation under Subchapter L of the Code and hereby makes the
election contemplated by Section 1.848-2(g)(8) of the Treasury Regulations with
respect to this Agreement. Each of the Reinsurer and the Retrocessionaire (i)
agrees that such election is effective for the taxable year of each party that
includes the Effective Date and for all subsequent years during which this
Agreement remains in effect and (ii) warrants that it will take no action to
revoke the election.

          (c) Pursuant to Section 1.848-2(g)(8) of the Treasury Regulations,
each of the Reinsurer and the Retrocessionaire hereby agrees (i) to attach a
schedule to its federal income tax return for its first taxable year ending on
or after the Effective Date that identifies this Agreement as a reinsurance
agreement for which the joint election under Section 1.848-2(g)(8) has been
made, (ii) that the party with net positive consideration for this Agreement for
each taxable year will capitalize its specified policy acquisition expenses with
respect to this Agreement without regard to the general deductions limitation of
Section 848(c)(1) of the Code, and (iii) to exchange information pertaining to
the amount of net consideration under this Agreement each year to ensure
consistency or as otherwise required by the Internal Revenue Service. The
Retrocessionaire shall prepare and execute duplicate copies of the schedule
described in the preceding sentence as soon as practicable after the Effective
Date and submit them to the Reinsurer for execution. The Reinsurer shall execute
the copies and return one of them to the Retrocessionaire within thirty (30)
calendar days of the receipt of such copies.

          (d) The Reinsurer shall submit a schedule to the Retrocessionaire by
May 1 of each year of its calculation of the net consideration under this
Agreement for the preceding taxable year. This schedule of calculations shall be
accompanied by a statement signed by an authorized representative of the
Reinsurer stating that the Reinsurer shall report such net consideration in its
federal income tax return for the preceding taxable year.

          (e) The Retrocessionaire may contest such calculation by providing an
alternative calculation to the Reinsurer in writing within thirty (30) calendar
days after the date on which the Retrocessionaire receives the Reinsurer's
calculation. If the Retrocessionaire does not so notify the Reinsurer, the
Retrocessionaire shall report the net consideration under this Agreement as
determined by the Reinsurer in the Retrocessionaire's federal income tax return
for the preceding taxable year.


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<PAGE>

          (f) If Retrocessionaire contests the Reinsurer's calculation of the
net consideration under this Agreement, the parties shall act in good faith to
reach an agreement as to the correct amount of net consideration within thirty
(30) calendar days after the date on which the Retrocessionaire submits its
alternative calculation. If Retrocessionaire and the Reinsurer reach an
agreement as to the amount of net consideration under this Agreement, each party
shall report such amount in its federal income tax return for the preceding
taxable year.

          If, during such period, Retrocessionaire and the Reinsurer are unable
to reach an agreement, they shall promptly thereafter cause Deloitte & Touche
USA LLP (the "Independent Accountants") to promptly review (which review shall
commence no later than five (5) calendar days after the selection of the
Independent Accountants) this Agreement and the calculations of Retrocessionaire
and the Reinsurer for the purpose of calculating the net consideration under
this Agreement. In making such calculation, the Independent Accountants shall
consider only those items or amounts in the Reinsurer's calculation as to which
the Retrocessionaire has disagreed.

          The Independent Accountants shall deliver to Retrocessionaire and the
Reinsurer, as promptly as practicable (but no later than thirty (30) calendar
days after the commencement of their review), a report setting forth such
calculation, which calculation shall result in a net consideration between the
amount thereof shown in the Reinsurer's calculation delivered pursuant to
Section 13.1(d) and the amount thereof shown in Retrocessionaire's calculation
delivered pursuant to Section 13.1(e). Such report shall be final and binding
upon Retrocessionaire and the Reinsurer. The fees, costs and expenses of the
Independent Accountants shall be borne (i) by the Reinsurer if the difference
between the net consideration as calculated by the Independent Accountants and
the Reinsurer's calculation delivered pursuant to Section 13.1(d) is greater
than the difference between the net consideration as calculated by the
Independent Accountants and Retrocessionaire's calculation delivered pursuant to
Section 13.1(e), (ii) by the Retrocessionaire if the first such difference is
less than the second such difference, and (iii) otherwise equally by
Retrocessionaire and the Reinsurer.



                                   ARTICLE XIV

                                    DURATION

14.1. Duration. Except as otherwise provided herein, this Agreement shall be
      unlimited in duration. The obligations of the Retrocessionaire under this
      Agreement shall terminate at such time as there is no Excess Mortality
      Risk on a Covered Individual (taking into account the then current
      Reinsurer Net Retention), and all amount due the parties hereunder have
      been settled.

14.2. Survival. Notwithstanding the other provision of this Article, the terms
      and conditions of Articles VI, VIII, X and XII shall remain in full force
      and effect after the termination of this Agreement.


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<PAGE>


                                   ARTICLE XV

                                    EXECUTION

      IN WITNESS OF THE ABOVE, this Agreement is signed in duplicate on the
dates indicated to be effective as of December 31, 2004.

SCOTTISH RE LIFE (BERMUDA) LIMITED

By:  /s/ Elizabeth Murphy
     --------------------------------------
Title:  CFO
       ------------------------------------
Date:  December 31, 2004
      -------------------------------------


SECURITY LIFE OF DENVER INSURANCE COMPANY

By:  /s/ Mark Tullis
     --------------------------------------
Title:  Mark Tullis, President
       ------------------------------------
Date:  December 31, 2004
      -------------------------------------


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