Exhibit 10.69
 LETTER OF INTENT
 THIS LETTER OF INTENT Letter
 SLD
 SLDI
 SRUS
 Ballantyne Re
 Ambac Assured Indenture
   1.
    
    Existing Agreements. SLD and SRUS entered into that certain Coinsurance Agreement
effective April 1, 2006, as amended and restated effective as of March 31, 2008 (the SLD
Coinsurance Agreement). SRUS and Ballantyne Re entered into that certain Indemnity
Reinsurance Agreement, dated as of May 2, 2006, as modified by that certain Recapture Notice
from Scottish Re (US) to Ballantyne Re effective as of March 31, 2008 and the related
recapture and any subsequent recapture effective on or prior to June 30, 2008 (the
Existing Reinsurance Agreement) and in connection with the Existing Reinsurance
Agreement, SRUS, Ballantyne Re and The Bank of New York entered into that certain Trust
Agreement dated as of May 2, 2006, as amended and modified from time to time (the
Existing Trust Agreement).
 2.
    
    Novation. (a) SRUS, SLD, Ballantyne Re and Ambac hereby agree to novate the Existing
Reinsurance Agreement and the Existing Trust Agreement such that SLD will be substituted for
SRUS for all purposes under each such Agreement in accordance with this Section 2 and the
terms set forth on Annex A hereto (the Term Sheet). The novation contemplated by
the foregoing sentence will be effective as of 11:59 p.m. on June 30,




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Novation Effective
Time
 Novated Reinsurance Agreement Novated Trust Agreement Amendment Agreement
 Closing Closing Date
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3.
    
    Other Agreements. (a) SLD and SRUS will amend the SLD Coinsurance Agreement to fully
effectuate the intention of the parties hereunder. SRUS also acknowledges and agrees that,
notwithstanding the consummation of the novation as contemplated in Section 2 of this Letter,
SRUS shall continue to administer the business ceded by SLD to Ballantyne Re in accordance
with the terms of an Administrative Services Agreement to be entered into on the Closing Date
by and between SLD, SLDI and SRUS (the New ASA), which agreement will include
service standards and other substantive provisions substantially identical to those included
in the Administrative Services Agreement dated May 2, 2006 among SLD, SLDI and SRUS (with such
differences as may be appropriate to reflect the fact that SRUS will be acting solely as an
administrator under the New ASA rather than as administrator and reinsurer). SLD and SRUS
will provide a draft of the New ASA to Ambac and Assured not later than July 3, 2008, will
copy Ambac and Assured on all subsequent drafts exchanged by SLD and SRUS, and will provide a
copy of a substantially final draft of the New ASA to Ambac and Assured not later than three
business days before the Closing.(b) SLD, Ambac and Assured agree to enter into a letter agreement substantially in the form
attached as Annex C hereto on the Closing Date.(c) SRUS, Scottish Re Group Limited, Ballantyne Re, Ambac and Assured agree to cause certain
of the Transaction Documents (as defined in the Indenture) to be amended in accordance with
the terms set forth on Annex D hereto on the Closing Date.
 4.
    
    Conditions. The obligations of each of the parties to consummate the transactions
contemplated by Sections 2 and 3 of this Letter shall be subject to (i) the receipt of any
required governmental approvals and (ii) the completion of definitive agreements and
amendments to existing agreements reasonably satisfactory to such party consistent with the
terms of this Letter. In addition, the obligation of SLD to consummate such transactions
shall be subject to the receipt by SLD of confirmation from the Colorado Division of Insurance
and the New York Insurance Department that SLD will receive statutory financial statement
credit for the reinsurance ceded under the Novated Reinsurance Agreement to the extent of the
market value of the assets in the trust maintained under the Novated Trust Agreement. Each of
SLD and SRUS shall use its reasonable best efforts to obtain any approvals required to be
obtained from its domiciliary state insurance department, and SLD shall use its reasonable
best efforts to obtain the confirmations described in the second sentence of this Section 4.
In addition, the obligations of each of Ambac and Assured shall be conditioned upon customary
closing opinions and other customary conditions (including, without limitation, the condition
that there is no pending litigation seeking to enjoin the consummation of the Closing). Such
opinions shall include, without limitation, opinions to the effect that (a) all necessary
prior regulatory approvals were validly given in connection with the transactions contemplated
by Sections 2 and 3 of this Letter (including all related transactions), (b) such transactions
(including all related transactions and, without
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limitation, all amendments and novations of any agreements related thereto and any consents
given in connection therewith) were duly authorized and permitted under the terms of the
Transaction Documents, and (c) all conditions precedent set forth in the Transaction
Documents, or necessary for the valid execution and delivery of any amendments and novations
of any agreements related thereto, have been fully satisfied. Further, for the avoidance of
doubt, the conditions precedent set forth in the letter agreement dated April 22, 2008 among
Ambac, Assured, SLD, SLDI, SRUS and certain affiliates of SRUS (the April 22
Letter) shall be conditions precedent to the obligations of Ambac and Assured under
this Letter; provided, that the condition that the definitive documentation with respect to
the Assignment and Assumption Transaction (as defined in the April 22 Letter) must be in
form and substance reasonably satisfactory to Ambac and Assured is superseded by the
condition in clause (ii) of the first sentence of this Section 4.
 5.
    
    Publicity. The parties shall mutually agree upon the form and content of any public
statement that may be made with respect to this Letter or the transactions contemplated hereby
and, except as required by law or regulation, no such public statement shall be made unless
mutually agreed upon by the parties hereto. The parties hereto agree that statements made by a
party hereto to its respective rating agencies, state or other governmental regulatory
authorities (including on Form 10-K filed with the Securities and Exchange Commission and, as
to Ballantyne, on or to the Irish Stock Exchange), holders of a controlling interest in the
ownership of such party, on its website or otherwise publicly in accordance with its customary
policies and procedures and/or industry practice, or any third-party subject to a
confidentiality agreement with the party making such public statement will not be subject to
this Section 5. For greater certainty, the parties hereto shall be entitled to disclose this
Letter and the transactions contemplated hereby to their respective rating agencies and on
Form 10-K filed with the Securities and Exchange Commission to the extent required. Any public
or private statement by any party with respect to the terms of this Letter or the transactions
contemplated hereby shall be accurate, complete and not misleading, and any material
misstatement or omission with respect thereto shall be promptly corrected by the appropriate
party. No party shall refer to any other party or any of its affiliates in any of its
advertising or promotional material without the consent of such other party. In the event
that the foregoing provisions conflict with any provision of the Transaction Documents, then
the terms of the Transaction Documents will govern except to the extent that such conflicting
provisions relate to matters specifically addressed in this Letter, in which case the terms of
this Letter shall govern.
 6.
    
    Defined Terms. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Existing Reinsurance Agreement.
 7.
    
    Governing Law. This Letter shall be governed by, and construed in accordance with,
the internal laws of the State of New York.
 8.
    
    Consent to Jurisdiction. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY
COURT IN THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK, AND ANY APPELLATE
COURT WHICH HEARS APPEALS FROM ANY COURT THEREOF, IN ANY ACTION, SUIT OR
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PROCEEDING BROUGHT AGAINST IT AND TO OR IN CONNECTION WITH THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREUNDER OR FOR RECOGNITION OR ENFORCEMENT OF
ANY JUDGMENT, AND THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
OR DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW,
IN SUCH FEDERAL COURT. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY
SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY
WAIVE AND AGREE NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN
ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING
IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR
PROCEEDING IS IMPROPER OR THAT THE RELATED DOCUMENTS OR THE SUBJECT MATTER
THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS. EACH OF THE PARTIES HERETO
EXPRESSLY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT
WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS LETTER OR ANY
INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS LETTER OR THE VALIDITY,
PROTECTION, INTERPRETATION OR ENFORCEMENT THEREOF.9.
    
    Specific Performance. Each party to this Letter
understands and agrees
that the breach or
non-fulfillment of any of
the covenants, agreements
or promises in this Letter
of such party would
irreparably injure the
other parties to this
Letter (the Non-Breaching
Party), that money
damages would not be a
sufficient remedy for any
such breach or
non-fulfillment, and that,
in addition to the
Non-Breaching Partys
remedies available at law
for losses, claims,
damages, liabilities or
expenses suffered or
incurred in connection
with such breach or
non-fulfillment, or in
equity, the Non-Breaching
Party will be entitled to
seek specific performance
and injunctive or other
equitable relief as a
remedy for any such
non-fulfillment or breach.
 10.
    
    No Third-Party Beneficiaries. No person other than the parties to this Letter, their
successors and permitted assigns, is intended to be a beneficiary of this Letter.
 11.
    
    Reservation of Rights. The agreements made herein by each of the parties hereto are
strictly limited to the extent expressly set forth herein. The parties hereby acknowledge and
agree that, except for such agreements, (a) nothing in this Letter shall be a waiver of any
partys rights or remedies under any of the Transaction Documents, including without
limitation the rights or remedies of such party in connection with any event of default under
any of the Transaction Documents, and (b) each party hereby reserves all of its rights and
remedies under the Transaction Documents.
 12.
    
    Amendment. This Letter shall not be amended except by a written instrument executed
by the parties hereto.
 13.
    
    Assignment. This Letter may not be assigned by any party hereto without the prior
written consent of the other parties hereto.
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14.
    
    Binding Effect. This Letter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns and shall be enforceable
in accordance with its terms against the parties hereto and their respective successors and
permitted assigns.
 15.
    
    Entire Understanding. This Letter sets forth the entire understanding of the parties
with respect to the matters addressed herein, provided that any and all provisions contained
in any prior letter agreement or other agreement among any of the parties hereto shall survive
this Letter and remain in full force and effect except to the extent that any such provision
conflicts with any provision in this Letter, in which case the relevant provision in this
Letter shall govern.
 16.
    
    Counterparts. This Letter may be executed in counterparts, each of which shall be
deemed to constitute an original but all of which together shall constitute one and the same
instrument.
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SECURITY LIFE OF DENVER INSURANCE COMPANYBy:Name:Title:SECURITY LIFE OF DENVER INTERNATIONAL LIMITEDBy:Name:Title:SCOTTISH RE (U.S.), INC.By:Name:Title:BALLANTYNE RE P.L.C.By:Name:Title:SCOTTISH RE GROUP LIMITEDBy:Name:Title:
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AMBAC ASSURANCE UK LIMITEDBy:Name:Title:ASSURED GUARANTY (UK) LTD.By:Name:Title:
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Annex A
Terms of the Novated Reinsurance Agreement, the Novated Trust Agreement and the
Amendment Agreement
 Insurance Obligations
 a.
    
    Obligations Under the SLD Coinsurance Agreement. As of the Novation
Effective Time, pursuant to the amendment and restatement of the SLD Coinsurance
Agreement, (i) SLD will completely release SRUS from all payment and other obligations
to SLD under the SLD Coinsurance Agreement with respect to liabilities retroceded by
SRUS to Ballantyne Re under the Existing Reinsurance Agreement, whether such
obligations arise prior to or after the Novation Effective Time, and (ii) SRUS will
completely release SLD from all obligations to pay premiums or other amounts to SRUS
that are payable by SRUS to Ballantyne Re under the Existing Reinsurance Agreement,
whether such obligations are attributable to periods prior to or after the Novation
Effective Time. The release described in this paragraph 1(a) will not release SRUS
from liability to SLD, or SLD from any liability to SRUS, for any breaches of the SLD
Coinsurance Agreement prior to the Novation Effective Time.b.
    
    Obligations Under the Existing Reinsurance Agreement. As of the
Novation Effective Time, pursuant to the Amendment Agreement, (i) SRUS will completely
release Ballantyne Re from all payment and other obligations to SRUS under the Existing
Reinsurance Agreement, whether such obligations arise prior to or after the Novation
Effective Time, (ii) Ballantyne Re will completely release SRUS from all obligations to
pay premiums or other amounts to Ballantyne Re under the Existing Reinsurance
Agreement, whether such obligations are attributable to periods prior to or after the
Novation Effective Time. The release described in this paragraph 1(b) will not release
Ballantyne Re from any liability to SRUS, or release SRUS from any liability to
Ballantyne Re, for any breaches of the Existing Reinsurance Agreement prior to the
Novation Effective Time.c.
    
    Obligations Under the Novated Reinsurance Agreement. As of the Novation
Effective Time, pursuant to the Amendment Agreement and the Novated Reinsurance
Agreement, (i) all payment and other obligations of Ballantyne Re under the Existing
Reinsurance Agreement will become obligations of Ballantyne Re to SLD under the Novated
Reinsurance Agreement, whether such obligations arise prior to or after the Novation
Effective Time, and (ii) SLD will assume all payment and other obligations to
Ballantyne Re under the Existing Reinsurance Agreement, whether such obligations are
attributable to periods prior to or after the Novation Effective Time. The Amendment
Agreement and the Novated Reinsurance Agreement will not cause (i) any right of SRUS
with respect to a breach of the Existing Reinsurance Agreement by Ballantyne Re to be
transferred




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to SLD or (ii) any liability of SRUS with respect to a breach of the Existing
Reinsurance Agreement to be transferred to SLD; provided, that Ballantyne Re shall
retain the right to set off amounts owed to Ballantyne Re by SRUS under the Existing
Reinsurance Agreement against amounts payable by Ballantyne Re to SLD under the
Novated Reinsurance Agreement.
 d.
    
    SLD/SRUS Settlement.As soon as practicable following the Closing, (i)
SRUS will transfer to a bank account or accounts designated by SLD the amount (if any)
by which the premiums or other amounts attributable to the business covered by the
Novated Reinsurance Agreement received by SRUS during the quarter in which the Closing
occurs exceed the amount of claims or other amounts attributable to the business
covered by the Novated Reinsurance Agreement paid by SRUS during such quarter and shall
cease sweeping premiums or other amounts attributable to the business covered by the
Novated Reinsurance Agreement to bank accounts of SRUS or its affiliates (using
estimated amounts where necessary, with such estimates being trued up as promptly as
practicable), and (ii) SLD and SRUS shall effect one or more separate settlements under
which SLD and SRUS will be put into the same net economic position as if any quarterly
settlements following the Novation Effective Time for periods ending on or prior to the
Novation Effective Time were effected between SRUS and Ballantyne Re. Any amounts that
should have been taken into account with respect to the settlement contemplated by
clause (ii) of the preceding sentence but were not taken into account due to oversight
or a reporting lag will be paid over to the appropriate party promptly following the
discovery of the oversight or the receipt of the relevant information.
 Indemnification Obligation of SRUS
 a.
    
    any breach of any representation, warranty or covenant of SRUS under the
Existing Reinsurance Agreement, the Existing Trust Agreement or any Transaction
Document (as defined in the Indenture); orb.
    
    any action or omission by any director, officer, employee, agent,
representative, appointee, successor, or permitted assign of SRUS or any of its
affiliates that causes a Tax Event (as defined in the Existing Reinsurance Agreement)
for Ballantyne Re or otherwise causes Ballantyne Re to be in breach of any
representation, warranty or covenant under the Existing Reinsurance Agreement, the
Existing Trust Agreement or any Transaction Document (as defined in the Indenture).
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Participation in Defense GRA
 IBNR and Economic Reserves March
31 Letter Agreement
 Late Reported Policies
 Excess Ballantyne Recapture Consideration
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Total Excess Ballantyne Recapture Consideration May 6 Letter Agreement
 7.
    
    Recapture.
 a.
    
    Under the Novated Reinsurance Agreement, SLD shall not be entitled to recapture
any or all liabilities under the Defined Block Business without the prior written
consent of Ambac except that SLD may, without any consent from Ambac but with prior
notice to Ambac and Assured, recapture all or a pro-rata portion of all liabilities
under the Defined Block Business, but only to the extent necessary to ensure that the
Security Balance as of the recapture date is equal to the Required Balance.b.
    
    Notwithstanding the Letter Agreement dated April 22, 2008 among ING America
Insurance Holdings, Inc., ING North America Insurance Corporation, SLD, Security Life
of Denver International Limited, Scottish Re Group Limited, SRUS Ambac and Assured,
Assured hereby confirms that SLD shall not be obligated to seek consent from Assured as
a Financial Guarantor for any recapture as to which consent of the Directing Guarantor
is required.
 No Double Payment
 Ballantyne Res Right to Arbitrate
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Underlying Treaties
 Permitted Investments in the Reinsurance Trust Account
 Assets Withdrawn From Trust
 13.
    
    Miscellaneous.
 a.
    
    Section 10.7. For purposes of any recapture effective on or prior to
the Novation Effective Time, clause (i)(a) of Section 10.7 of the Existing Reinsurance
Agreement shall be deemed to read (a) shall be no greater than the WARF of the
Economic Reserve Sub-Account Assets immediately prior to the recapture payment and . .
...b.
    
    Section 19.1.6. The last sentence of Section 19.1.6 of the Existing
Reinsurance Agreement (In accordance with the Existing Practices and in a manner
consistent with the first sentence of this Section 19.1.6, the Ceding Insurer shall use
commercially reasonable efforts to enforce its rights and remedies under the
Administrative Services Agreement, dated as of December 31, 2004, entered into by and
among the Ceding Insurer, SLD and Security Life of Denver International Limited,
including without limitation, in the event of a material breach thereunder caused by
the failure of an Original Insurer to provide complete or accurate Factual Information
(as defined below) to the Ceding Insurer) will not be included in the Novated
Reinsurance Agreement. However, the concept reflected in that sentence shall be
included in the New ASA and any other service arrangement covering the Defined Block
Business.
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Annex B
Draft of Novated Reinsurance Agreement
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Annex C
Draft of SLD Side Letter
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Annex D
Certain Transaction Documents to be Amended
  1)
    
    The Indenture will be amended to eliminate Ballantyne Res obligation to provide any
financial statements of Scottish Re Group Limited or SRUS under Section 8.03 thereof.
 2)
    
    Ballantyne Re will agree to provide to SLD the following reports and information on and after
the Novation Effective Time (all subject to reasonable cure periods consistent with the terms
of the agreements referenced in (a) and (b) below) not later than five (5) business days of
providing such report and information to the Financial Guarantors:
 a.
    
    Information provided under the following sections of the GRA:
 (i)
    
    2.2.2(vi)(a), (b), (c), (d), (e), (g), (h), (i) and (j) 
Notice of Material Events; provided that (1) Ballantyne Re shall have an
obligation under clause (a), (b) or (j) thereof only to provide information
that would be reasonably likely to have an Issuer Material Adverse Effect, and
(2) Ballantyne shall not have any obligation under clause (i) thereof to
provide information with respect to any written legal advice that Ballantyne Re
has become subject to U.S. taxation.(ii)
    
    2.2.2(vii) (b) and (d) Regulatory Matters;(iii)
    
    2.2.2(viii) (a), (b) and (c) Financial Information;(iv)
    
    2.2.2(xiv) Change of tax law or practice; and(v)
    
    2.2.2(xix) (a) Rating Downgrade.
 b.
    
    Investment reports provided by the investment advisor under the investment
management agreements referenced in paragraph 3 of this Annex D.c.
    
    SLDs remedies for any breach of the foregoing by Ballantyne Re shall be
limited to specific performance and/or actual damages.
 In addition, the Indenture will be amended to require the trustee thereunder to provide to
SLD and Assured copies of all reports and other information provided to Ballantyne Re
thereunder.
 3)
    
    Any amendment to either (i) Investment Management Agreement I, by and between Ballantyne Re
as Issuer and JPMorgan Investment Management, Inc. or such person designated from time to time
as successor as Investment Advisor I, dated May 2, 2006; and (ii) Investment Management
Agreement II, by and between Ballantyne Re as Issuer and Wellington Management Company, LLP or
such person designated from time to time
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as successor as Investment Advisor II, dated May 2, 2006 shall be reasonably satisfactory to
SLD, and each such Investment Management Agreement shall be amended to refer to SLD (not
SRUS) as the ceding insurer in Section 3 of such agreement and to include other conforming
changes. In the event that it has not been superseded by an amendment to Investment
Management Agreement I, the December 28, 2007, letter agreement among Ballantyne Re, Ambac
(as Directing Guarantor) and SRUS shall be amended prior to the Closing Date to substitute
SLD for SRUS for all purposes of such letter agreement. The parties hereto agree that the
investment guidelines with respect to such investment management agreements will include
direction to the investment manager to use reasonable efforts to sequence any asset
dispositions so as to minimize, to the extent reasonably practicable, the realization of
losses with respect to such assets.
 4)
    
    Following the Novation Effective Time, neither Scottish Re Group Limited nor SALIC shall
appoint any person to serve as a director of Ballantyne Re without SLDs prior written consent
(it being understood that the foregoing requirement shall not apply to Adrian Masterson). 
Subject to the foregoing, neither Scottish Re Group Limited nor SALIC shall appoint as a
director of Ballanyne Re any current or former employee, officer or director of Scottish Re
Group Limited or any of its affiliates (or any company that was such an affiliate as of the
Novation Effective Time).  Scottish Re Group Limited and SALIC shall at no time require any
director they appoint to exercise his or her duties as a director other than in accordance
with his or her fiduciary duties under Irish law and the Transaction Documents.  Scottish Re
Group Limited shall be responsible for the obligations of SALIC set forth in this paragraph 4.
 5)
    
    The Board of Directors of Ballantyne Re shall consider in good faith Assureds interpretation
of the manner in which to calculate the fee payable under Assureds fee letter, taking into
account the Boards fiduciary duties.  In furtherance of the foregoing, the Board of Directors
of Ballantyne Re shall give prompt and due consideration to any written materials prepared by
Assured or its advisors in support of its position (including any opinion or advice of
Assureds legal counsel) and agrees to meet with Assured in Dublin at its request to discuss
the foregoing.
 6)
    
    The GRA and the SLD Coinsurance Agreement will be amended to eliminate references to any
Ballantyne Re consent right with respect to changes to the SLD Coinsurance Agreement and to
any consent of Ambac or Assured with respect to any such changes.
 7)
    
    No Scottish Re Group Limited affiliate (or any company that was such an affiliate as of the
Novation Effective Time), other than in its capacity as administrator or services provider to
SLD or Ballantyne Re, as applicable, shall take any proactive action intended to affect
investment decisions with respect to any asset of Ballantyne Re (whether held in the
Reinsurance Trust Account or outside of such account);provided that the foregoing
will not be deemed to prohibit any Scottish Re Group Limited affiliate (or any company that
was such an affiliate as of the Novation Effective Time) from responding to any unsolicited
inquiry from one or more of the directors of Ballantyne Re.  Scottish Re Group Limited and
SRUS hereby acknowledge, on their own behalf and on behalf of their affiliates, that the
Directing Guarantor has certain consent and direction rights with regard to investment
management decisions pursuant to the Transaction Documents, and
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hereby agree, on their own behalf and on behalf of their affiliates, that they will not
interfere with the exercise by the Directing Guarantor of such consent or direction rights
in accordance with the terms of the Transaction Documents.
 8)
    
    The legal opinions to be provided by SLD in connection with the Closing shall be limited to
customary opinions regarding power and authority, due authorization, no conflicts, and receipt
of required regulatory approvals. For the avoidance of doubt, such opinions will not address
the question whether the transactions contemplated by this Letter conflict with, or require
consents or approvals under, and Transaction Document.
 9)
    
    The New ASA and any subsequent administrative services agreement will require the service
provider to provide to the investment managers under Investment Management Agreement I and
Investment Management Agreement II reports consistent with those typically provided by
insurance companies to the managers of their investment assets to permit such investment
managers to undertake asset/liability matching analyses.
 10)
    
    The Indenture will be amended to prohibit the issuance of Additional Notes (as defined in the
Existing Reinsurance Agreement) by Ballantyne Re.
 11)
    
    The letter agreement dated as of May 2, 2006, by and among SRUS, Ambac and Assured (the
SRUS Side Letter) will be amended to confirm the matters set forth in the letter
dated June 9, 2008, from Chris Shanahan, Interim President and CEO of SRUS, to Ambac and
Assured.
 12)
    
    The representations and warranties of (i) Ballantyne Re under the GRA, (ii) Scottish Re Group
Limited under the letter agreement dated as of May 2, 2006, by and among Scottish Re Group
Limited, Ambac and Assured, and (iii) SRUS under the SRUS Side Letter, will be brought down to
the Closing Date to the extent reasonable and appropriate under the circumstances.
 3