THE COMPANIES LAW (2003 REVISION)
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                            COMPANY LIMITED BY SHARES
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                              AMENDED AND RESTATED

                            MEMORANDUM OF ASSOCIATION

                                       OF

                            SCOTTISH RE GROUP LIMITED

     (Amended and Restated by Special Resolutions passed on 2nd March, 2007)



1. The name of the Company is Scottish Re Group Limited.

2. The Registered Office of the Company shall be at the offices of Maples and
Calder, Attorneys-at-Law, Ugland House, PO Box 309, 113 South Church Street,
George Town, Grand Cayman, Cayman Islands, British West Indies or at such other
place as the Directors may from time to time decide.

3. The objects for which the Company is established are, subject to section (i)
of this Clause 3, unrestricted and shall include, but without limitation, the
following: (i) (a) To own, hold, purchase or otherwise acquire equity or debt
securities in companies, firms or other persons engaged in all or any forms of
insurance or reinsurance business and to promote the establishment of such
entities.

4. Except as prohibited or limited by the Companies Law (2003 Revision), the
Company shall have full power and authority to carry out any object and shall
have and be capable of, from time to time and at all times, exercising any and
all of the powers at any time or from time to time exercisable by a natural
person or body corporate in doing in any part of the world whether as principal,
agent, contractor or otherwise whatever may be considered by it necessary for
the attainment of its objects and whatever else may be considered by it as
incidental


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or conducive thereto or consequential thereon, including, but without in any way
restricting the generality of the foregoing, the power to make any alterations
or amendments to this Memorandum of Association and the Articles of Association
of the Company considered necessary or convenient in the manner set out in the
Articles of Association of the Company, and the power to do any of the following
acts or things, viz:

to pay all expenses of and incidental to the promotion, formation and
incorporation of the Company; to register the Company to do business in any
other jurisdiction; to sell, lease or dispose of any property of the Company; to
draw, make, accept, endorse, discount, execute and issue promissory notes,
debentures, bills of exchange, bills of lading, warrants and other negotiable or
transferable instruments; to lend money or other assets and to acts as
guarantors; to borrow or raise money on the security of the undertaking or
transferable instruments; to lend money or other assets and to act as
guarantors; to borrow or raise money on the security of the undertaking or on
all or any of the assets of the Company including uncalled capital or without
security; to invest monies of the Company in such manner as the Directors
determine; to promote other companies; to sell the undertaking of the Company
for cash or any other consideration; to distribute assets in specie to Members
of the Company; to make charitable or benevolent donations; to pay pensions or
gratuities or provide other benefits in cash or kind to Directors, officers,
employees, past or present and their families; to purchase Directors and
officers liability insurance and to carry on any trade or business and generally
to do all acts and things which, in the opinion of the Company or the Directors,
may be conveniently or profitably or usefully acquired and dealt with, carried
on, executed or done by the Company in connection with the business aforesaid.


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5. The liability of each Member is limited to the amount from time to time
unpaid on such Member's shares.

6. The share capital of the Company is US$6,400,000 divided into 590,000,000
Ordinary Shares of a nominal or par value of US$0.01 each and 50,000,000
Preferred Shares of a nominal or par value of US$0.01 each with power for the
Company insofar as is permitted by law, to redeem or purchase any of its shares
and to increase or reduce the said capital subject to the provisions of the
Companies Law (2004 Revision) and the Articles of Association and to issue any
part of its capital in series or of different classes, whether original,
redeemed or increased with or without any preference, priority or special
privilege or subject to any postponement of rights or to any conditions or
restrictions and so that unless the conditions of issue shall otherwise
expressly declare every issue of shares whether declared to be preference or
otherwise shall be subject to the powers hereinbefore contained.

7. If the Company is registered as exempted, its operations will be carried on
subject to the provisions of Section 193 of the Companies Law (2003 Revision)
and, subject to the provisions of the Companies Law (2003 Revision) and the
Articles of Association, it shall have the power to register by way of
continuation as a body corporate limited by shares under the laws of any
jurisdiction outside the Cayman Islands and to be deregistered in the Cayman
Islands.