CONTRACT OF EMPLOYMENT







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                             CONTRACT OF EMPLOYMENT

PARTIES:

(1) Scottish Re Holdings Limited (the "Company")

(2) Duncan Hayward ("you")

DATE:  30 May 2006

The terms and conditions of your employment with the Company are in accordance
with and subject to this Contract of Employment (the "Agreement"). The Company
policies and procedures are available from the HR Department and it reserves the
right to amend these from time to time. The policies and procedures that have
contractual effect expressly state that they form part of your terms and
conditions of employment.

1.   COMMENCEMENT

1.1  Your employment date with the Company will begin on August 1, 2006.

1.2  Your period of continuous employment with the Company will begin on August
     1, 2006 and no employment with any previous employer counts as part of
     your continuous employment.

2.   JOB TITLE AND DUTIES

2.1  The Company employs you as a Chief Financial Officer. You will be expected:

               o    to perform all such acts and duties as may be required of
                    you;

               o    to comply with all reasonable directions given to you;

               o    to observe all the policies, procedures and rules from time
                    to time, laid down by the Company.

2.2  The Company operates a policy of job flexibility and the Company may, at
     its discretion, require you to perform additional or other duties not
     within the scope of your normal duties. You will not be required to perform
     duties, which are not reasonably within your capabilities.


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3.   PROBATIONARY PERIOD

     This position is not subject to a probationary period.

4.   LOCATION

     You will be based at the Company's premises at London. The Company reserves
     the right to change your place of work to an alternative location within a
     reasonable daily travelling distance from your home.

5.   SALARY

5.1  Your salary will be (pound)175,000 per annum, less income tax and national
     insurance contributions. You will be paid in monthly instalments on or
     about the 18th of each month by credit transfer directly into a
     bank/building society account nominated by you.

5.2  Your salary will be reviewed annually by the Company and you will be
     notified in writing of the outcome of the review. Your salary will not
     necessarily increase as a result of the review.

5.3  The Company reserves the right to deduct from your salary at any time
     during your employment and/or on its termination, any sums which you may
     owe to the Company and/or for which you are liable to the Company such as
     any overpayments, loans or advances made to you by the Company.

6.   HOURS OF WORK

     Your hours of work will be 9.00 am to 5.00 pm, Monday to Friday, with a
     break for lunch of 1 hour. You will also work such additional hours as may
     reasonably be required for the proper performance of your duties and/or as
     the needs of the business dictate. There is no automatic payment for
     additional hours worked by you outside your normal hours of work.


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7.   RESTRICTIONS

     You shall not undertake any work or employment, other than for the Company,
     during your hours of work for the Company. Outside your hours of work for
     the Company, you may not, without the prior written consent of your line
     manager, undertake any work or employment for, or be interested or
     concerned either directly or indirectly in, any other business or concern.
     In the event of consent being given, the Company reserves the right to
     withdraw such consent, at its discretion, at any time.

8.   HOLIDAYS

8.1  The Company's holiday year runs from 1st January to 31st December. In
     addition to the 8 public and bank holidays, you are entitled to 28 days
     holiday in each holiday year.

8.2  Without prejudice to your statutory entitlements holiday entitlement does
     not accrue during periods of absence for any reason (except properly taken
     holiday absence). Subject to the Working Time Regulations, during your
     first and last year of employment, your holiday entitlement will be
     calculated pro rata to the completed weeks of service.

8.3  Holidays may only be taken at times convenient to the Company and by prior
     arrangement. Holidays must be agreed in advance with your line manager.

8.4  A maximum of 6 working days may be carried forward at the end of a calendar
     year, subject to the written consent of your line manager. No payment in
     lieu of unused holiday will be made, save as provided in sub-clause 8.5
     below.

8.5  On the termination of your employment, you may be paid for any outstanding
     holiday accrued and not taken. Alternatively, the Company can require you
     to take any outstanding holiday entitlement during your notice period. If
     you have taken holiday in excess of your entitlement, a sum equivalent to
     wages for the excess holiday will be deducted from your final salary. A
     day's holiday pay for these purposes will be 1/261 of your annual basic
     pay.


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8.6  For the purposes of the Working Time Regulations, it will be deemed that
     the holidays stipulated by those regulations are taken and exhausted first
     as part of your contractual holiday entitlement.

9.   SICKNESS

9.1  If you are absent from work owing to sickness or injury, you shall inform
     your line manager or a member of the HR department by 10.00 am on the first
     working day of absence and shall provide, so far as is possible, an
     indication of the likely period of absence. Throughout any period of
     absence, you are required to keep your line manager or a member of the HR
     department regularly informed of the situation.

9.2  On return to work you must complete a Self Certification Sickness Form for
     periods of absence of up to 7 days. If the absence lasts for more than 7
     calendar days, you must provide the Company with a doctor's medical
     certificate on the eighth day of absence. You are required to continue to
     provide doctor's certificates regularly to cover the whole period of your
     absence.

9.3  If you are absent from work due to sickness or injury, the Company does not
     have to pay you your contractual salary or provide benefits. Provided that
     you comply with the requirements in Clause 9.1 and 9.2, the Company will
     pay you any Statutory Sick Pay to which you are entitled. Subject to you
     complying with the notification and certification requirements set out
     above, you may be paid Company sick pay in any sick pay year according the
     following scale. Company sick pay may be suspended, discontinued or
     increased, either Company wide, or on an individual basis, at senior
     management discretion.

     Length of Service                      Full Pay In Days Per Rolling Year

     During probationary period             0

     Completion of probation to 2 years     20

     2 years to 5 years                     40

     5 years plus                           40 days full pay, 90 days 2/3rds pay

9.4  Company sick pay is inclusive of any Statutory Sick Pay (SSP) to which you
     may be entitled in accordance with the legislation applying from time to
     time.


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9.5  The Company reserves the right at any time to require you to undergo, at
     its expense, a medical examination by your doctor and/or a doctor or
     specialist selected by the Company.

10.  INSURANCE BENEFITS

10.1 For so long as the Company maintains such schemes for its staff, subject to
     the rules of the relevant scheme from time to time in force and provided
     you have completed any relevant administration form and are accepted for
     the relevant scheme, you are entitled to cover under the following schemes,
     in place from time to time, from the end of the probationary period:

          o    group private medical insurance scheme;

          o    group income protection scheme;

          o    death in service scheme;


10.2    The Company may withdraw or amend any of the benefits provided for in
        Clause 10.1 at any time. The Company has no obligation to make any
        payment to you in connection with any such scheme. Further
        non-contractual details of these schemes can be obtained from HR
        Department.

11.     CONFIDENTIALITY

         You shall not, either during your employment (except in the proper
         performance of your duties) or after the termination of your
         employment, make use of, divulge and/or disclose to any person or
         organisation, any confidential information of or relating to the
         Company and/or any Associated Company, including but not limited to:

          o    information relating to current, past and proposed business
               developments, plans, projects and/or dealings;

          o    management information, corporate strategy and/or maturing new
               business opportunities;

          o    financial information (including budgets, management accounts,
               financial accounts, financial reports, trading statement and/or
               service costs);

          o    business methods and processes, products and services;


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          o    business contacts and/or mailing lists;

          o    marketing programmes, strategies, specifications, reports,
               policies, surveys and/or plans;

          o    information on employees, including but not limited to, the terms
               of their employment;

          o    technical information and know-how which is not available to the
               public generally;

          o    contact names and identities of clients, customers and/or
               suppliers (both existing or prospective);

          o    terms of business with clients, customers and/or suppliers;

          o    client, customer, supplier lists and/or specification and/or
               databases;

          o    product development, plans and/or reports;

          o    pricing methodologies, models and policies; and/or

          o    any information in respect of which the Company and/or any
               Associated Company is bound by the duty of confidence to a third
               party.

        You will also use your best endeavours to prevent the unauthorised use,
        publication and/or disclosure of any such information. The obligations
        contained in this clause 11 will not apply to any information in the
        public domain (other than as a result of your breach of this clause 11)
        or to information ordered to be disclosed by you by a court.

12.  RESTRICTIVE COVENANTS

12.1 You agree that you shall not for the period of 6 months immediately after
     the termination of your employment, whether as principal, agent, director,
     manager, partner, shareholder, employee, adviser, consultant or otherwise,
     and whether on your own behalf and/or for any other person, firm, company
     or organisation, directly or indirectly:

     o    in competition with the Company and/or any Associated Company, canvass
          or solicit business from, endeavour to entice business from and/or
          deal with:

               o    any person, firm, company or organisation who is or was a
                    customer, client or agent of, or supplier to, or who had
                    regular business dealings with, the Company and/or any
                    Associated Company at any time during the period of 6 months
                    immediately preceding the termination of your


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                    employment and with whom you had direct dealings or personal
                    contact during that period; and/or

               o    any person, firm, company or organisation with whom you had
                    contact and/or dealings with at any time during the period
                    of 6 months preceding the termination of your employment and
                    who or which at any time during the period of 6 months
                    preceding the termination of your employment was negotiating
                    with and/or contemplating doing business with the Company
                    and/or any Associated Company;

     o    solicit or endeavour to entice away from the Company and/or any
          Associated Company, for the purpose of being employed in or engaged
          by, or interested in or concerned with, a business or concern (or part
          thereof) which competes with the business of the Company and/or any
          Associated Company in which you were involved during the last 6 months
          of your employment with the Company:

               o    any senior sales employee of the Company and/or Associated
                    Company; and/or

               o    any senior technical employee of the Company and/or
                    Associated Company; and/or

               o    any employee of the Company and/or any Associated Company
                    involved in research and development; and/or

               o    any director, employed by the Company and/or any Associated
                    Company,

          at the date of termination of your employment or within the period of
          6 months immediately preceding that date, and with whom you had
          personal contact and dealings during that period, whether or not such
          person would commit a breach of contract by reason of leaving such
          employment.

12.2 While the restrictions contained in this clause 12 are considered by the
     parties to be reasonable in all the circumstances, it is agreed that if any
     such restrictions, by themselves or taken together, shall be adjudged to go
     beyond what is reasonable in all the circumstances for the protection of
     the legitimate interests of the Company and/or any Associated Company, but
     would be adjudged reasonable if part or parts of the wording thereof were
     deleted or amended or qualified or the periods thereof were reduced or the
     area dealt with reduced in scope, it is agreed that the relevant


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     restriction or restrictions shall apply with such modification or
     modifications as may be necessary to make it or them valid and effective.

12.3 You agree that on the termination of your employment you will draw the
     provisions of this clause 12 to the attention of any third party who may,
     at any time, either before or after the termination of your employment,
     offer employment or work to you.

13.  COMPANY PROPERTY

     Property of the Company must not be removed from the Company's premises,
     except in the proper performance of your duties. You agree that you shall,
     whenever requested by the Company and in any event on the termination of
     your employment, immediately return to the Company all Company property in
     your possession, custody or control.

14.  PENSION AND NORMAL RETIREMENT AGE

14.1 On joining the Company you will be eligible to become a member of the
     Scottish Re Holdings Ltd Stakeholder Pension Plan and to make personal
     contributions to the Plan. Company contributions will commence on joining
     Scottish Re. Membership is subject to the governing documentation of the
     Plan, as amended from time to time. Further details of the scheme can be
     obtained from HR Department.

14.2 Upon reaching the Company's normal retirement age of 65 years, your
     employment will terminate on the first of the following month, if not
     previously terminated under any other provision of this Agreement, and
     shall automatically terminate without compensation, damages or notice being
     given to you unless otherwise agreed in writing with the Company.

15.  NOTICE PERIOD

15.1 Your employment may be terminated by written notice. Save as otherwise
     provided in this Agreement, the length of notice that you are required to
     give or are entitled to receive to terminate your employment is as follows:


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          (a)  if served by you on the Company: 6 months

          (b)  if served by the Company on you: 6 months


15.2 The Company may at its entire discretion pay you salary in lieu of notice.
     Salary paid in lieu of notice will be subject to tax and National
     Insurance.

15.3 The Company reserves the right to terminate your employment without notice
     or salary in lieu of notice in appropriate circumstances. Appropriate
     circumstances include, but are not limited to, situations of gross
     misconduct, gross incompetence and/or gross negligence.

15.4 The Company also reserves the right to require you to serve all or part of
     your notice at home. During the period of notice, whether served in the
     office or at home, the Company may vary your duties and responsibilities or
     assign them to another employee, and shall be under no obligation to
     provide any work for you.

16.  DISCIPLINARY AND DISMISSAL PROCEDURES

16.1 In the event of your employment being confirmed at the end of your
     probationary period, the Company's Disciplinary Procedure will be
     applicable to your employment, It does not form part of the terms and
     conditions of your employment. A copy of the disciplinary procedure can be
     found in the Disciplinary and Dismissal Policy and can be obtained from the
     HR Department.

16.2 The Company reserves the right to suspend you on full pay in appropriate
     circumstances, including but not limited to, circumstances where the
     Company wishes to investigate whether disciplinary action against you is
     necessary and during any disciplinary process. The Company has the right to
     impose any of the following disciplinary penalties should it deem them
     appropriate: suspension with or without pay for up to one calendar month,
     transfer, demotion, loss of seniority, loss of increment, a reduction in
     pay, dismissal with or without notice or without pay in lieu of notice.

16.3 In the event that the Company is contemplating terminating your employment
     for a reason in respect of which the disciplinary procedure does not apply,
     for instance on


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     the grounds of redundancy, early retirement or non-renewal of a fixed term
     contract, the Company will comply with the minimum statutory dismissal
     procedure. The applicable dismissal procedure is confirmed in the Company's
     Disciplinary and Dismissal Procedure which can be obtained from the HR
     Department and which do not form part of your terms and conditions of
     employment.

17.  GRIEVANCE PROCDURES

17.1 The Company's Grievance Procedure applicable to your employment is set out
     in the Company's Grievance Policy. It does not form part of the terms and
     conditions of your employment. A copy of the Grievance Procedure can be
     obtained from the HR Department..

18.  DATA PROTECTION

18.1 During your employment and for as long a period as is necessary following
     the termination of your employment, the Company:

     o    will obtain, keep, use and produce personal data about you for
          management purposes in connection with your recruitment, employment
          and remuneration, both in personnel files and on the Company's
          computer system;

     o    will obtain, keep, use and produce certain sensitive personal data
          about you;

     o    may need to disclose information about you to third parties;

     o    will transfer some or all of the information in the Company's records
          about you to any Associated Company, companies in which the Company
          and/or any Associated Company has a shareholding and/or companies or
          firms processing data on behalf of the Company.

18.2 In signing this Agreement, you consent to the Company carrying out the
     processing of personal data and sensitive personal data described in this
     clause 18.


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19.  DISCRIMINATION

     In order to enable the Company to maintain a positive work environment, you
     are not to engage in or knowingly permit any fellow worker to engage in any
     harassment or discrimination on the grounds of sex, sexual orientation,
     marital status, religion or belief, race, disability, age, or on any other
     unlawful ground against any person (whether or not an employee of the
     Company) in the course of your duties. Such conduct will be treated very
     seriously as a disciplinary matter.

20.  DEFINITION

     For the purposes of this Agreement, "Associated Company" means a company
     which for the time being is a holding company (as defined by section 736 of
     the Companies Act 1985) of the Company; or a subsidiary (as so defined) of
     the Company or of any holding company of the Company; or a company over
     which the Company or any holding company of the Company has control within
     the meaning of Section 840 of the Income and Corporation Taxes Act 1988, or
     a subsidiary undertaking as defined by Section 258 of the Companies Act
     1985.

21.  FURTHER PARTICULARS

21.1 There are no terms applying to this Agreement which relate to the
     following:

          o    The period for which the employment is intended to continue or
               the date when it is to end;

          o    Any collective agreements which directly affect the terms and
               conditions of employment;

          o    Work outside the United Kingdom.

21.2 No person who is not a party to this Agreement has or shall have any rights
     under no consent of any third party shall be required under that Act to any
     cancellations or variations of this Agreement.


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21.3 The terms and conditions contained in this Agreement, and any subsequent
     revisions, shall be governed by and construed in accordance with the laws
     of England and Wales.










SIGNED by:  /s/ David Howell

David Howell - Chief Executive Officer

For and on behalf of Scottish Re Holdings Limited




SIGNED by:  /s/ Duncan Hayward

Duncan Hayward



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