Technology Transfer And License Agreement - SCOTTISH RE GROUP - 3-18-2005

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Technology Transfer And License Agreement - SCOTTISH RE GROUP - 3-18-2005 Powered By Docstoc
					TECHNOLOGY TRANSFER AND LICENSE AGREEMENT

                   by and between

      Security Life of Denver Insurance Company

      ING North America Insurance Corporation

                         and

               Scottish Re (U.S.), Inc.

           Dated as of December 31, 2004
                                              TABLE OF CONTENTS

                                                                                                 Page

         Section   1.    Definitions........................................................2
         Section   2.    Owned Principally-Used Computer Programs...........................2
         Section   3.    Owned Generally Used Programs......................................4
         Section   4.    Licensed Computer Programs.........................................4
         Section   5.    Data and Databases.................................................5
         Section   6.    Recapture of Retroceded Business...................................5
         Section   7.    Improvements.......................................................6
         Section   8.    Further Actions....................................................7
         Section   9.    Representations and Warranties.....................................7
         Section   10.   Indemnity..........................................................8
         Section   11.   Arbitration........................................................9
         Section   12.   Delivery By Sellers...............................................10
         Section   13.   Other Computer Programs...........................................10
         Section   14.   Equitable Rights..................................................11
         Section   15.   Term..............................................................11
         Section   16.   Miscellaneous.....................................................11




         Schedules

         Schedule 4        Assumed Computer Programs
         Schedule 7        Improvements
         Schedule 13       Approved Desktop Software




This TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (this "Agreement"), dated as of December
31, 2004 (the "Effective Date"), is entered into by and between Security Life of Denver Insurance Company, an
insurance company formed and doing business under the laws of the state of Colorado and maintaining its
principal offices at 1290 Broadway, Denver, CO 80203, ING North America Insurance Corporation, a
corporation formed and doing business under the laws of the state of Delaware and maintaining its principal
offices at 5780 Powers Ferry Road NW, Atlanta, GA 30327 ("Sellers") and Scottish Re (U.S.), Inc. an
insurance company formed and doing business under the laws of the state of Delaware and maintaining its
principal offices at 13840 Ballantyne Corporate Place, Suite 500 Charlotte, NC 28277 ("Purchaser").

                                            W I T N E S S E T H:

WHEREAS, Security Life of Denver Insurance Company and Security Life of Denver International Limited, on
the one hand, and Scottish Re Group Limited and Scottish Re (U.S.), Inc., on the other hand, have entered into
that certain Asset Purchase Agreement, dated October 17, 2004 (hereinafter, the "Asset Purchase Agreement;
and

                                                       i
WHEREAS, the execution and delivery of this Agreement is a condition precedent to the parties' obligation to
consummate the transactions contemplated by the Asset Purchase Agreement;

NOW, THEREFORE, in consideration of the representations, warranties, covenants, conditions and agreements
set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:

Section 1. Definitions. All capitalized terms used but not defined herein shall have the meanings ascribed to them
in the Asset Purchase Agreement.

Section 2. Owned Principally-Used Computer Programs.

(a) Subject to the retention of certain rights by Sellers pursuant to Sections 2(a)(iii) and 2(b) below, Sellers
hereby sell, assign, transfer and convey to Purchaser all of Sellers' right, title and interest in and to the Owned
Principally-Used Computer Programs, as set forth in Schedule 3.13(a) of the Asset Purchase Agreement, and
any Improvements (as defined herein) as they exist as of the Closing.

(i) The foregoing sale, assignment, transfer and conveyance in Section 2(a) expressly excludes the following
SAGE components as enumerated on said Schedule 3.13(a) to the Asset Purchase Agreement: (A) IMR
Framework Tools of CGI Information Systems & Management Consultants, Inc. ("CGI") and e-WAM tools
from Wyde Corporation ("Wyde") (together, the "SAGE Tools"), which SAGE Tools shall be deemed Assumed
Computer Programs as described in Section 4 hereof, and (B) those portions of SAGE created prior to
September 15, 2002 owned by CGI (the "Licensed SAGE Portions" and, together with the SAGE Tools, the
"CGI SAGE Components"), which Licensed SAGE Portions shall not be deemed Assumed Computer Programs
hereunder, as to which Sellers have rights under certain licenses as set forth on Schedule 1.1(a) to the Asset
Purchase Agreement, as amended (the "CGI Licenses").

(ii) Each of the Sellers hereby assigns to Purchaser (A) all of its rights and benefits in, and to the use of, the CGI
SAGE Components, together with any and all related documentation and supporting material, howsoever derived
and (B) all of its rights in the CGI Licenses.

(iii) Purchaser acknowledges that Sellers may retain rights from CGI and Wyde with respect to use of the CGI
SAGE Components or may enter into a new license with CGI or Wyde with respect to use of the CGI SAGE
Components. In either event, Sellers agree that (A) neither the rights retained by Sellers (or any one of them) nor
any new license with respect to the use of the CGI SAGE Components shall diminish or otherwise derogate from
rights granted to Purchaser hereunder or under the Asset Purchase Agreement to use the CGI SAGE
Components in the same manner as used by or for Sellers prior to the Closing Date and (B) Sellers will not take
any action (including without limitation

                                                       Page 2
breaching the CGI Licenses) that will diminish or otherwise derogate from rights granted to Purchaser hereunder
or under the Asset Purchase Agreement to use the CGI SAGE Components in the same manner as used by or
for Sellers prior to the Closing Date.

(b) Sellers hereby retain, and Purchaser hereby grants to Sellers, a worldwide, fully paid up, royalty-free,
perpetual, non-exclusive license to use, execute, reproduce, display, perform, sublicense, distribute solely within
Sellers and their Affiliates, modify, and create derivative works of (to include any revision, modification,
translation, abridgment, condensation, expansion or compilation) the Owned Principally-Used Computer
Programs (excluding the CGI SAGE Components) solely for (i) internal use by Sellers and any Affiliate of Sellers
and (ii) use in connection with providing services to Purchaser pursuant to the Transition Services Agreement (the
"Sellers' License"). In no event shall Sellers (or any of their Affiliates or successors) sublicense, distribute or
display the Owned Principally-Used Computer Programs or any significant portion thereof (other than the SAGE
Tools) to any third parties, other than consultants who are assisting Sellers, any Affiliate of Sellers or any
successor of Sellers, in connection with the relevant Computer Programs, provided that such consultants have
executed written confidentiality agreements containing limitations on use and disclosure substantially similar to
those in the Confidentiality Agreement. Purchaser shall have no duty hereunder to deliver software or
documentation to Sellers in support of this grant of Sellers' License; provided, that upon the reasonable request of
Sellers, at Sellers' expense, Purchaser shall provide Sellers with a copy of any of the Owned Principally-Used
Computer Programs as the same existed on the Effective Date.

(c) Purchaser hereby disclaims any and all liability with respect to the Owned Principally-Used Computer
Programs licensed to Sellers under the Sellers' License, including without limitation liability arising out of or
resulting from any representations or warranties as to the Owned Principally-Used Computer Programs, including
without limitations any representations or warranties that the Owned Principally-Used Computer Programs will
be uninterrupted or error free or will operate in combination with any other software programs or data. The
Sellers' License for the Computer Programs described in Section 2(b) above is provided "AS IS" as of the
Closing Date. Purchaser expressly disclaims all representations or warranties as to the Computer Programs
licensed to Sellers under the Sellers' License, including without limitation representations or warranties that the
Computer Programs licensed pursuant to such Sellers' License will be uninterrupted or error free or will operate
in combination with any other software programs or data.

(d) Sellers covenant to Purchaser that, at and after the Closing Date, Sellers (and their Affiliates and successors)
shall exercise any license that they have in the Licensed SAGE Portions (whether such license is independently
obtained from CGI or otherwise retained in accordance with Section 2(a)(iii)) solely for (i) internal use by Sellers
and any Affiliate and (ii) use in connection with providing services to Purchaser pursuant to the Transition
Services Agreement. In no event shall Sellers (or any of their Affiliates or successors) sublicense, distribute or
display SAGE, or any component thereof (including Licensed SAGE Portions), to third parties, other than
consultants who are assisting Sellers or any Affiliate or successors of Sellers in connection with the relevant
Computer Programs, provided that such consultants have

                                                      Page 3
executed written confidentiality agreements containing limitations on use and disclosure substantially similar to
those in the Confidentiality Agreement.

(e) Sellers shall promptly notify Purchaser if Sellers learn of or receive notice that any third party is infringing any
of the Owned Principally-Used Programs or any Implemented Improvements (as defined in Section 7(b) of this
Agreement) licensed hereunder, if any, and shall provide reasonable cooperation to Purchaser, at Purchaser's
expense, in the investigation and prosecution (either civil or criminal) of any claims related thereto.

Section 3. Owned Generally Used Programs.

(a) Sellers hereby grant to Purchaser a worldwide, royalty-free, fully paid up, non-exclusive, perpetual,
irrevocable, unrestricted license to use, execute, reproduce, display, perform, sublicense, distribute, modify, and
create derivative works of (to include any revision, modification, translation, abridgement, condensation,
expansion or compilation) the Owned Generally-Used Computer Programs, if any.

(b) Sellers shall retain ownership of and unrestricted rights in the Owned Generally-Used Computer Programs, if
any, subject to the license to Purchaser granted in Section 3(a).

Section 4. Licensed Computer Programs.

(a) Sellers represent and warrant, as of the Closing, that (i) the applicable Seller or Affiliate of Sellers is licensee
of each of the Licensed Computer Programs, as set forth in Schedule 3.13.(c) of the Asset Purchase Agreement
and (ii) they have obtained the consent of each licensor of the Licensed Computer Programs to permit Sellers to
assign the relevant Licensed Computer Program License to Purchaser or its designee. Those Licensed Computer
Programs for which sufficient consents have been obtained by Sellers to assign the licenses for such Licensed
Computer Programs are hereby duly assigned to Purchaser and shall be termed herein "Assumed Computer
Programs" and are set forth on Schedule 4 hereto. Purchaser hereby assumes and agrees to perform, and shall be
bound by all of the obligations of, and restrictions on the "licensee" under, each of the Licensed Computer
Program Licenses relating to the Assumed Computer Programs.

(b) Purchaser acknowledges that, to the extent permitted by each Assumed Computer Program license
agreement or pursuant to a written consent from the applicable "licensor," Sellers will retain the right to access,
use and execute the Assumed Computer Programs, subject to the following limitations:

(i) Purchaser hereby disclaims any and all liability with respect to the Assumed Computer Programs that are the
subject of such rights retained by Sellers, including without limitation liability arising out of or resulting from any
representations or warranties as to the Assumed Computer Programs that are the subject of such rights retained
by Sellers hereunder, including without limitations any representations or warranties that the Assumed Computer
Programs will be uninterrupted or error free or will operate in combination with any other software programs or
data.

                                                         Page 4
(ii) Sellers shall abide by the terms of each applicable Assumed Computer Program license.

(iii) Purchaser shall not incur any incremental charge by reason of Sellers' use of any Assumed Computer
Program.

(iv) Sellers shall be fully liable for any and all breaches of the Licensed Computer Program Licenses relating to
the Assumed Computer Programs attributable to the acts or omissions of Sellers, except for any such acts or
omissions of Sellers related to the performance of the Transition Services (as defined in the Transition Services
Agreement) taken at the request or direction of Purchaser, for which Purchaser shall be solely liable.

Purchaser shall have no duty hereunder to deliver software or documentation to Sellers in support of Sellers'
retained rights; provided, that upon the reasonable request of Sellers, at Sellers' expense, Purchaser shall provide
Sellers with a copy of the same as it existed on the Effective Date.

Section 5. Data and Databases.

(a) Subject to Section 5(b) below, Sellers hereby sell, assign, transfer and convey to Purchaser all of Sellers'
right, title and interest in and to the Databases and Data.

(b) The foregoing sale, assignment, transfer and conveyance in Section 5(a) is subject to the Sellers' right to retain
a single instance of the Data and the Databases as they exist as of the Closing Date. With respect to any Data the
use of which is subject to a contract or license assigned by Sellers to Purchaser pursuant to the Asset Purchase
Agreement, Sellers shall only retain such Data to the extent such retention is permitted by such contract or
license. Sellers shall retain any such instance of the Data and Databases solely (i) for internal use by Sellers and
each Affiliate of Sellers and (ii) to provide services to Purchaser and its Affiliates under the terms of the Transition
Services Agreement. In no event shall Sellers (or any of their Affiliates or successors) sublicense, distribute or
display the Data or Databases to any third parties, other than consultants who are assisting Sellers, any Affiliate of
Sellers or any successor of Sellers, in connection with the relevant Data or Databases, provided that such
consultants have executed written confidentiality agreements containing limitations on use and disclosure
substantially similar to those in the Confidentiality Agreement. Except as set forth in the Asset Purchase
Agreement or pursuant to Section 6 below, Purchaser shall have no duty hereunder to deliver all or any part of
the Data or any Database; provided, that upon the reasonable request of Sellers, at Sellers' expense, Purchaser
shall provide Sellers with a copy of the same as it existed on the Effective Date.

Section 6. Recapture of Retroceded Business.

(a) Purchaser shall maintain the Data and Databases which continue to be relevant to the Business (including any
additions, deletions and modifications thereto) (i) in a manner consistent with Purchaser's then-current practices in
maintaining other data relevant to the Business, (ii) in a manner substantially in accordance with industry standards
and (iii) in a

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manner that permits its segregation from other data unrelated to the Business for purposes of transitioning the
Business to Sellers in accordance with Section 6(c) hereof in the event that Sellers terminate the Administrative
Services Agreement in connection with a recapture of the Covered Insurance Contracts pursuant to the
Reinsurance Agreements. Purchaser shall take such other actions as may reasonably be necessary from time to
time to ensure that the Data and Databases are preserved so that they may be available for purposes of
transitioning the Business to Sellers in accordance with Section 6(c) hereof in the event of such a recapture of the
Business.

(b) Purchaser shall comply with all Legal Requirements, and those regulatory and contractual requirements of
Sellers and their Affiliates applicable to the Business immediately prior to the Closing, with regard to confidential
information included in the Data or Databases, for so long as the retroceded business remains subject to
recapture by Sellers.

(c) In the event Sellers terminate the Administrative Services Agreement in connection with a recapture of the
Covered Insurance Contracts pursuant to the Reinsurance Agreements, and subject to any third party restrictions
and any required third party consents, Purchaser shall grant to Sellers such licenses to current versions of all
computer programs (including any Computer Programs), databases (including any Databases) and data (including
any Data) solely for the purpose of, and only to the extent necessary for, administering the Business during the
period of such recapture. Purchaser and Sellers shall cooperate in any transition of the Business from Purchaser
to Sellers in the event of such recapture, and Purchaser shall share equally all costs of soliciting and securing any
necessary consents from third parties with interests in the relevant computer programs (including any Computer
Programs), databases (including any Databases) and data (including any Data).

Section 7. Improvements.

(a) Schedule 7 hereto lists certain projects undertaken by Sellers prior to October 17, 2004 to improve or
enhance the performance or utility of certain Computer Programs for which there is demonstrable work product
that is identified by Sellers to Purchaser on Schedule 7 (collectively, "Improvements"). Purchaser may elect, in its
sole discretion and for its benefit, to continue to develop one or more Improvements. In no event shall any
modifications to the Computer Programs made by or on behalf of Purchaser that are not identified on Schedule 7
and for which there is not demonstrable work product prior to October 17, 2004 be deemed "Improvements."

(b) If, within the one year period following the date hereof, Purchaser completes any such Improvement (with
completion being deemed to occur upon the commencement of the use of any such Improvement in a production
environment) (an "Implemented Improvement"), Purchaser shall (i) provide Sellers with a copy of such
Implemented Improvement in machine readable form, on media in use by Purchaser at the time, and (ii) grant a
license for such Implemented Improvement to Sellers on the same terms as set forth in Sections 2(b) and 2(c)
above and subject to the conditions of 2(e); provided, however, that in no event shall Purchaser be required to
provide such a copy or such a license if Purchaser's licenses with third parties would prohibit (either implicitly or
explicitly) Purchaser from providing such a copy or such a license. This section 7(b) shall not (A) bind any third
party purchaser or assignee of the Computer Programs to which the Improvements relate, unless such purchaser
or assignee is an

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Affiliate of Purchaser, or (B) encumber Purchaser's right to sell, assign, transfer or otherwise convey the same to
any third party that is not an Affiliate of Purchaser.

Section 8. Further Actions. At the reasonable request of either party from time to time, the other party shall use
commercially reasonable efforts to deliver such materials or copies, execute and deliver such documents, take
such actions, make such statements, or deliver or file such materials, or to cause any Affiliate of such party to do
the same, as may be necessary to record, perfect, establish, memorialize or enforce any disposition of property
documented herein.

Section 9. Representations and Warranties.

(a) Sellers hereby represent and warrant as follows:

(i) The Owned Generally-Used Computer Programs, if any, and the Owned Principally-Used Computer
Programs materially comply with their written specifications (if any) and do not contain back doors, Trojan
horses, viruses, worms, drop dead devices, time bombs, malware or spyware, or other software routines or
hardware components designed to permit unauthorized access, or to disable or erase software, hardware or
data, or to perform similar other actions;

(ii) Sellers have the authority and any and all necessary consents (copies of which have been provided to
Purchaser) to assign to Purchaser the CGI Licenses and Sellers rights in the CGI SAGE Components;

(iii) Sellers have the authority and any and all necessary consents (copies of which have been provided to
Purchaser) to assign to Purchaser hereunder the licenses for the Assumed Computer Programs;

(iv) All Data and the Databases are owned or legally possessed by Sellers, and Sellers have authority to transfer
their rights in and to the Data and the Databases and the use thereof to Purchaser on the terms described herein;

(v) Sellers (A) have all rights necessary to (x) use, execute, reproduce, display, perform, sublicense, create
derivative works of (to include any revision, modification, translation, abridgment, condensation, expansion or
compilation) or otherwise exercise rights in SAGE as it exists as of the Closing, as Sellers have historically done
in the Business, (y) access and use the SAGE source code, as Sellers have historically accessed and used the
same in the Business and (z) modify or create derivative works from (to include any revision, modification,
translation, abridgment, condensation, expansion or compilation) SAGE as Sellers have historically done in the
Business and (B) have not violated any of the CGI Licenses by virtue of the modifications made to SAGE by
Sellers or access to or use of SAGE source code by Sellers prior to the Closing; and

(vi) Purchaser's continued exercise of the rights described in Section 9(a)(v) following the Closing shall not violate
any right or infringe any intellectual property rights of any third party.

                                                       Page 7
(b) Except as expressly set forth herein or in the Asset Purchase Agreement, NEITHER PARTY MAKES OR
RECEIVES ANY WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY CONCERNING THE
OWNED PRINCIPALLY-USED COMPUTER PROGRAMS, OWNED GENERALLY-USED
COMPUTER PROGRAMS, LICENSED COMPUTER PROGRAMS, DATA AND DATABASES,
INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, MERCHANTABILITY, NON-
INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

Section 10. Indemnity.

(a) Indemnification by Sellers. Sellers agree to indemnify and hold harmless Purchaser and each of its directors,
officers, employees, agents, representatives and Affiliates (and the directors, officers, employees, representatives
and agents of such Affiliates) from any and all Losses to the extent they result from (i) third party claims arising
out of or caused by any breach of any of the representations and warranties set forth herein or (ii) claims by CGI,
Wyde or either of their successors arising out of or based upon Sellers' or any Affiliates' of Sellers use or
possession of the CGI SAGE Components, (iii) third party claims arising out of or based upon (A) the delivery
by Purchaser of copies of any of the Computer Programs, Data or Databases to Sellers, upon Sellers' request, in
accordance with the terms of this Agreement, or (B) Sellers' failure to remove any operating system software or
system or application software right-to-use licenses from the Transferred Assets as required by Section 13
hereof, or (iv) any successful enforcement of this indemnity.

(b) Indemnification by Purchaser. Purchaser agrees to indemnify and hold harmless Sellers and each of their
directors, officers, employees, agents, representatives and Affiliates (and the directors, officers, employees,
representatives and agents of such Affiliates) from any and all Losses to the extent they result from (i) third party
claims arising out of or caused by any breach of any of Purchaser's obligations under Section 6 hereof, (ii) third
party claims arising out of or resulting from any access or use of the Approved Desktop Software (as defined in
Section 13 hereof) by (A) Purchaser, its Affiliates or their respective employees, agents and representatives or
(B) Sellers or any Affiliate or Subcontractor of Sellers, to the extent that such access or use of the Approved
Desktop Software is in connection with the provision of any Transition Services or any Special Project
hereunder, or (iii) any successful enforcement of this indemnity.

(c) Indemnification Procedures. In the event either Purchaser or Sellers shall have a claim for indemnity against
the other party under the terms of this Agreement with respect to a third-party claim, the parties shall follow the
procedures set forth in Section 10.3 of the Asset Purchase Agreement. The parties hereto shall follow the
procedures set forth in Section 11 hereof with respect to any other claim for indemnity.

(d) Limitations on Indemnification. Any indemnification obligation of Sellers hereunder shall be in accordance with
the terms and conditions applicable to breaches of representations and warranties set forth in Article X of the
Asset Purchase Agreement, including, without limitation, Sections 10.4 and 10.5 of the Asset Purchase
Agreement. For the avoidance of doubt, the dollar limitations set forth in Section 10.4(c) of the Asset Purchase
Agreement shall

                                                       Page 8
be applied to any breaches of representations or warranties in this Agreement as though such representations and
warranties had been set forth in the Asset Purchase Agreement.

Section 11. Arbitration.

(a) Arbitration. After the Closing Date, except with regard to the relief set forth in Section 14, any dispute
between Purchaser and Sellers with reference to the interpretation or performance of this Agreement, whether
such dispute arises before or after the termination of this Agreement, shall be decided through negotiation and, if
necessary, arbitration as set forth in this
Section 11. The parties intend this Section 11 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 11(a), the other party may request the court
specified in Section 16(f) to compel arbitration in accordance with the Federal Arbitration Act.

(b) Procedures. Sellers and Purchaser intend that any dispute between them arising under this Agreement be
resolved without resort to any litigation. Accordingly, Sellers and Purchaser 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, Sellers and Purchaser 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.

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 either Seller or any of its Affiliates. Sellers and Purchaser 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.

If either Sellers or Purchaser 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.

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

                                                         Page 9
(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 Sellers or Purchaser) any award of the arbitrators may be
confirmed (or, if appropriate, vacated) by a judgment entered by the court specified in Section
16(f). In no event may the arbitrators award punitive or exemplary damages, except for the liable party's fraud,
theft, embezzlement or other intentional acts or omissions of bad faith. Each party will be responsible for paying
(i) all fees and expenses charged by its respective counsel, accountants, actuaries, and other representatives in
conjunction with such arbitration and (ii) one-half of the fees and expenses charged by each arbitrator.

Section 12. Delivery By Sellers.

(a) All materials conveyed or licensed to Purchaser under or pursuant to this Agreement or the Asset Purchase
Agreement, whether Computer Programs, Data or Databases, shall be segregated from Sellers' other materials in
all material respects, at Sellers' expense, and delivered by Sellers to Purchaser (in machine-readable form, where
applicable) as promptly as practicable (i) upon request by Purchaser, (ii) if not earlier requested, upon the date of
termination or expiration of the Transition Services Agreement.

(b) All Computer Programs, Data and Databases sold, assigned, transferred or conveyed to Purchaser under or
pursuant to this Agreement or the Asset Purchase Agreement, or which are owned by Sellers or any Affiliate of
Sellers and licensed to Purchaser under or pursuant to this Agreement or the Asset Purchase Agreement, shall be
segregated from Sellers' other computer programs, data and databases in all material respects, at Sellers'
expense, and delivered by Sellers (in machine-readable form) together with any available historical records
thereof. With regard to Owned Principally-Used Computer Programs, such delivery shall include (i) all available
source code (if available, as annotated by or for Sellers for their use or the use of any third party) and (ii) all
available user and administrator documentation (as prepared by or for Sellers for their use or the use of any third
party).

(c) All third party-owned Computer Programs, Data and Databases licensed, sublicensed or as to which a
license agreement is assigned to Purchaser under this Agreement or the Asset Purchase Agreement, or pursuant
to either, shall be segregated from Sellers' other computer programs, data and databases in all material respects
and provided to Purchaser (in machine-readable form, where applicable) together with a copy of all available
ancillary third party materials.

Section 13. Other Computer Programs. Purchaser acknowledges and agrees that Sellers are not providing any
operating system software or system or application software right-to-use licenses with certain computers used by
the Transferred Employees, any such software and licenses being Purchaser's sole responsibility to obtain.
Purchaser further acknowledges, agrees and is notified that, to the extent any hardware constituting part of the
Transferred Assets contains any software, other than the software and related components described on
Schedule 13 hereto (such software and related components contained in or residing on the computers used by
the Transferred Employees being collectively referred to herein as the "Approved Desktop Software"), Sellers
shall remove such software as promptly as possible using commercially reasonable efforts. Purchaser shall
provide Sellers with such reasonable cooperation and access (for as long as reasonably necessary) as Sellers
may request for the purpose removing such

                                                      Page 10
software from the Transferred Assets, including, without limitation, access to and reasonable cooperation of any
Transferred Employees with particular skills or expertise.

Section 14. Equitable Rights. The parties acknowledge and agree that money damages would not be a sufficient
remedy for any failure of either party to timely deliver materials sold, assigned or licensed to the other party,
including, without limitation, any such failure upon Sellers' termination of the Administrative Services Agreement in
connection with a recapture of the Covered Insurance Contracts pursuant to the Reinsurance Agreements, under
or pursuant to this Agreement or the APA, and that each party shall be entitled to seek equitable relief, including,
without limitation, injunction and specific performance, as a remedy for such breach by the other party and that
the breaching party shall not oppose the granting of such equitable relief, unless such non-performance or breach
was caused directly or indirectly by the act or omission of the party seeking such equitable relief. Such remedy
shall not be deemed to be the exclusive remedy for breach of this Agreement, but shall be in addition to the other
remedies available to a party under this Agreement.

Section 15. Term. This Agreement shall become effective on the Effective Date and shall remain in force in
perpetuity (or for the longest period permitted by law).

Section 16. Miscellaneous.

(a) 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 mail, 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:

          To Sellers:                               Security Life of Denver Insurance Company
                                                    Security Life of Denver International Limited
                                                    Attention: Mark Tullis
                                                    c/o ING North America Insurance Corporation
                                                    780 Powers Ferry Road NW
                                                    Atlanta, GA 30327

          With a concurrent 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




                                                      Page 11
           To Purchaser:                             Scottish Re (U.S.) Inc.
                                                     13840 Ballantyne Corporate Place, Suite 500
                                                     Charlotte, NC 28277
                                                     Attention: Nate Gemmiti, Esq.

           With a copy to:                           Stephen G. Rooney, Esq.
                                                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                                                     125 West 55th Street
                                                     New York, NY 10019




(b) 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 Related
Agreements, the Confidentiality Agreement, and the other documents delivered pursuant hereto and thereto
constitute the entire agreement among the parties hereto and their respective Affiliates with respect to the subject
matter hereof and supersede all prior negotiations, discussions, writings and agreements between them with
respect thereto.

(c) Successors and Assigns. The rights and obligations of the parties under this Agreement shall not be subject to
assignment, and any attempted assignment shall be invalid ab initio; provided, that the foregoing shall not be
construed to limit in any way Purchaser's rights to assign the Computer Programs, Data, Databases and related
agreements and materials conveyed, transferred, assigned or licensed to Purchaser hereunder. The terms of this
Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the successors of
the parties hereto.

(d) Captions. The captions of this Agreement are for convenience of reference only and shall not define or limit
any of the terms or provisions hereof.

(e) Waivers and Amendments. Except as otherwise permitted herein, any modification, supplement, or
amendment to this Agreement, or any waiver hereunder, shall be effective only if made in writing and signed by
the designated officer of each of the parties hereto. No waiver of any provisions of this Agreement and no
consent to any default under this Agreement shall be effective unless the same shall be in writing and signed by or
on behalf of the party against whom such waiver or consent is claimed. No course of dealing or failure of any
party to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of such
term, right or condition. Waiver by either party of any default by the other party shall not be deemed a waiver of
any other default.

(f) Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contract entered into therein, without reference to principles of
choice of law or conflicts of laws. Each party hereto irrevocably and unconditionally submits to the exclusive
jurisdiction of any State or Federal Court sitting in New York, over any suit, action or proceeding arising out of
or relating

                                                      Page 12
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 at the address(es) set forth in Section 16(a) hereof 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 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.

(g) No Third Party Beneficiaries. Except as otherwise expressly set forth in any provision of this Agreement,
nothing in this Agreement is intended or shall be construed to give any Person, other than the parties hereto, any
legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

(h) Execution in 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.

(i) 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 as broad as is enforceable.

(j) Waiver of Jury Trial; Multiplied and Punitive Damages. Each of the parties hereto irrevocably waives, with
respect to any first party action filed by the other party (but not as to any action by one party against the other
seeking indemnification for a third party claim against the party initiating the action, to the extent that such
damages may be recoverable as part of the indemnification by the indemnified party) (i) any and all right to trial
by jury, and (ii) any right to punitive, incidental, consequential or multiplied damages, either pursuant to common
law or statute, in any legal proceedings arising out of or related to this Agreement or the transactions
contemplated hereby, except for the liable party's fraud, theft, embezzlement or other intentional acts or omissions
of bad faith.

                                                        Page 13
IN WITNESS WHEREOF, the parties have, by their duly authorized representatives, executed and delivered
this Agreement as of the Effective Date.

         SECURITY LIFE OF DENVER                     ING NORTH AMERICA INSURANCE CORPORATION
         INSURANCE COMPANY

         By: /s/ Mark Tullis                         By: /s/ David Pendergrass
             -------------------------------             -------------------------------
         Print: Mark Tullis                          Print: David Pendergrass
                ----------------------------                ----------------------------
         Title: President                            Title: Vice President
                ----------------------------                ----------------------------
         Date: December 31, 2004                     Date: December 31, 2004
               -----------------------------               -----------------------------

                                                     SCOTTISH RE (U.S.), INC.


                                                     By: /s/ Oscar Scofield
                                                         -----------------------------
                                                     Print: Oscar Scofield
                                                            --------------------------
                                                     Title: CEO/ President
                                                            --------------------------
                                                     Date: December 31, 2004
                                                           ---------------------------




                                                Page 14
TRANSITION AND INTEGRATION SERVICES AGREEMENT

                    by and between

       Security Life of Denver Insurance Company

                          and

                 Scottish Re (US), Inc.

            Dated as of December 31, 2004
                                  TABLE OF CONTENTS

Section   1.    Definitions.......................................................1
Section   2.    Services to be Provided...........................................3
Section   3.    Standard of Services, Review Procedures and Penalties.............9
Section   4.    Subcontracting...................................................11
Section   5.    Consideration for Services; Fee Dispute Resolution...............12
Section   6.    Term and Termination.............................................14
Section   7.    Transition Project Management....................................18
Section   8.    Relationships Among the Parties..................................18
Section   9.    Compliance With and Changes to Laws and Policies.................18
Section   10.   Inability to Perform Services; Technology Changes................19
Section   11.   Covenants and Other Agreements...................................20
Section   12.   Dispute Resolution...............................................21
Section   13.   Indemnification..................................................22
Section   14.   Ownership, Data and Security.....................................22
Section   15.   Force Majeure....................................................23
Section   16.   Survival.........................................................25
Section   17.   Notices..........................................................25
Section   18.   Binding Effect; Assignment.......................................26
Section   19.   Execution in Counterparts........................................26
Section   20.   Waivers and Amendments...........................................26
Section   21.   Exhibits; Schedules..............................................26
Section   22.   Arbitration......................................................26
Section   23.   Governing Law and Jurisdiction...................................28
Section   24.   Sole Agreement...................................................28
Section   25.   Waiver of Jury Trial; Multiplied and Punitive Damages............28
Section   26.   Confidentiality..................................................28
Section   27.   Captions.........................................................30
Section   28.   Severability.....................................................30
Section   29.   No Third Party Beneficiaries.....................................30
Section   30.   Equitable Rights.................................................30

Schedules

Schedule 2(a)(i)        Scheduled Services
Schedule 2(e)           Transition Employees
Schedule 2(g)           Retained Employees, Retained Contractors & Designated
                        Services
Schedule   4(a)         Current Subcontracted Services and Current Subcontractors
Schedule   5(a)(i)      Cost of Transition Employees
Schedule   5(a)(iii)    Hourly Rates for IT Services
Schedule   5(a)(iv)     Loaded Costs for non-IT Transition Services
Schedule   5(a)(v)      Cost of Retained Employees and Retained Contractors
Schedule   5(a)(vi)     Estimated Direct Costs
Schedule   7(a)         Transition Project Managers
Schedule   9(c)(i)      Privacy Policies




                                          -i-
This TRANSITION SERVICES AND INTEGRATION AGREEMENT (this "Agreement"), dated as of
December 31, 2004 (the "Effective Date"), is entered into by and among Security Life of Denver Insurance
Company, a Colorado corporation (collectively with any of its Affiliates that may provide services hereunder,
"Provider"), and Scottish Re (US), Inc., a Delaware corporation ("Recipient") for itself and for the benefit of
Purchaser Affiliates (collectively, the "Recipient Transition Group").

                                             W I T N E S S E T H:

WHEREAS, Provider and Security Life of Denver International Limited, on the one hand, and Scottish Re
Group Limited and Recipient, on the other hand, have entered into that certain Asset Purchase Agreement, dated
October 17, 2004 (hereinafter, the "Asset Purchase Agreement"); and

WHEREAS, the execution and delivery of this Agreement is a condition precedent to the parties' obligation to
consummate the transactions contemplated by the Asset Purchase Agreement.

NOW, THEREFORE, in consideration of the covenants, conditions and agreements set forth in this Agreement,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

Section 1. Definitions. All capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Asset Purchase Agreement. With respect to all defined terms, whenever the singular term
is used, the same shall include the plural, and whenever the plural is used, the same shall include the singular,
where appropriate.

"Added Scheduled Services" shall have the meaning set forth in Section 2(a)(i).

"Asset Purchase Agreement" shall have the meaning set forth in the Recitals.

"Confidential Information" shall have the meaning set forth in Section 26.

"Current Subcontracted Services" shall have the meaning set forth in
Section 4(a).

"Current Subcontractor" shall have the meaning set forth in Section 4(a).

"Designated Services" shall have the meaning set forth in Section 2(g).

"Force Majeure Events" shall have the meaning set forth in Section 15(b).

"IT Services" means all Transition Services relating to information technology.

"Integration Services" means such services (i) as are required to transition the Business to Recipient, which may
include, without limitation, knowledge transfer, process migration, data conversion, parallel testing and special
project support and (ii) as mutually agreed-upon by the parties pursuant to Section 2(a)(iii) hereof.

                                                        -1-
"New Subcontractor" shall have the meaning set forth in Section 4(b).

"Other Party" shall have the meaning set forth in Section 6(c)(i).

"Privacy Policy" means the Provider Privacy Policy or the Recipient Privacy Policy, as applicable.

"Provider Indemnified Parties" shall have the meaning set forth in
Section 13(b).

"Provider Privacy Policy" means the privacy policies of Provider, copies of which have been provided to
Recipient.

"Recipient Indemnified Parties" shall have the meaning set forth in
Section 13(a).

"Recipient Privacy Policy" means the privacy policies of Recipient, copies of which have been provided to
Provider.

"Retained Contractor Retention Period" shall have the meaning set forth in Section 2(g).

"Retained Contractors" shall have the meaning set forth in Section 2(g).

"Retained Employee Retention Period" shall have the meaning set forth in Section 2(g).

"Retained Employees" shall have the meaning set forth in Section 2(g).

"Retention Termination Date" shall have the meaning set forth in
Section 2(g).

"Scheduled Services" means each service listed on Schedule 2(a)(i) of this Agreement (as such schedule may be
revised from time to time upon mutual agreement of the parties in accordance with Section 2.1(a)(i)).

"Service Shortfall" shall have the meaning set forth in Section 3(d).

"Shortfall Notice" shall have the meaning set forth in Section 3(d).

"Special Project" means any service that Recipient requests Provider to provide and Provider has agreed in
writing to provide pursuant to Section 2(b) hereof, which service does not fall within (i) the scope of the
Transition Services identified in Section 2(a) or (ii) the scope of the Designated Services identified pursuant to
Section 2(g).

"Subcontractor" means any Current Subcontractor (as defined in and permitted by Section 4(a) hereof) and/or
any New Subcontractor (as defined in and permitted by Section 4(b) hereof).

"Taxes" shall have the meaning set forth in Section 5(e).

                                                         -2-
"Technology Change" means a material change to the technology infrastructure or applications used to provide
any Transition Service, which change has a material adverse impact on any Transition Service or on another
party's technology infrastructure or applications.

"Termination Assistance" shall have the meaning set forth in Section 6(e).

"Third Party Vendors" means those third party vendors with which Provider has in effect as of the Effective Date
contractual arrangements to provide general services that may relate to the Transition Services. For the avoidance
of doubt, no Third Party Vendors shall be deemed to be Subcontractors hereunder.

"Third Party Vendor Services" means the reasonable cooperation by Provider described in Section 2(a)(ii).

"Transition Assistance" shall have the meaning set forth in Section 6(e).

"Transition Employees" means the employees or independent contractors of Provider or an Affiliate of Provider
identified on Schedule 2(e) (any independent contractors are identified as such on Schedule 2(e)) who will serve
Provider or an Affiliate of Provider full-time in the provision of the Transition Services (each such employee or
independent contract is individually referred to herein as a "Transition Employee"). Transition Employees shall not
include any Retained Employees or Retained Contractors.

"Transition Plan" shall have the meaning set forth in Section 6(e).

"Transition Project Managers" means the two individuals, one designated by Provider and one designated by
Recipient, who are primarily responsible for administering this Agreement as described in Section 7.

"Transition Services" means the Scheduled Services, the Added Scheduled Services, the Integration Services, the
Third Party Vendor Services and Transition Assistance, and, for the avoidance of doubt, does not include any
Designated Services.

"TSA Monthly Invoice" means an invoice setting forth the fees payable by Recipient for all services provided
hereunder, which invoice shall be delivered pursuant to Section 5(c) of this Agreement.

"TSA Records" shall have the meaning set forth in Section 5(f).

"Unauthorized Access" shall have the meaning set forth in Section 26.

Section 2. Services to be Provided.

(a) Transition Services.

(i) Scheduled Services. Subject to Recipient's obligations pursuant to Section 2(h), and for the period of time
described in Section 6 hereof, Provider shall provide or cause to be provided in accordance with the terms
hereof, to Recipient

                                                         -3-
Transition Group all Scheduled Services. In addition, for so long as the Transition Services are being provided
hereunder, Provider shall provide Recipient with reasonable access to all available service operating manuals and
other relevant and existing materials reasonably required to use and receive such Transition Services and copies
of any supplements or updates to such manuals and materials. During the period of time beginning on the Effective
Date and ending sixty (60) days thereafter, Schedule 2(a)(i) may be amended from time to time upon the written
request of Recipient to add as "Scheduled Services" any services that were being provided to the Business
immediately prior to the Effective Date which services (A) were not previously identified in a writing (including
electronic mail messages) between the parties as services being provided to the Business as of the Closing Date
and (B) can, using commercially reasonable efforts, be provided to Recipient by Provider or its Affiliates (such
requested services that meet the criteria set forth in clauses (A) and (B) above are collectively referred to herein
as the "Added Scheduled Services"). For the avoidance of doubt, Added Scheduled Services shall be
considered Scheduled Services hereunder. Provider shall have ten (10) Business Days from the date of receipt of
a valid request to provide an Added Scheduled Service to commence the provision of such service in accordance
with the terms and conditions of this Agreement. At such time, Schedule 2(a)(i) shall be amended to reflect the
Added Scheduled Service, and the amended Schedule 2(a)(i) shall be initialed by the Transition Project Manager
of each party and attached to this Agreement.

(ii) Third Party Vendor Services. Upon Recipient's reasonable written request, Provider shall cooperate with
Recipient in Recipient's negotiation for a direct agreement with any Third Party Vendor.

(iii) Integration Services. As soon as practicable following the Effective Date, the parties shall use commercially
reasonable efforts to agree upon and document the terms applicable to the delivery of the Integration Services,
including the services descriptions, pricing, specific milestones and deadlines. If Provider and Recipient fail to
agree upon the terms applicable to the delivery of the Integration Services within ninety (90) days after the
Effective Date, the parties will resolve their dispute concerning the terms applicable to the delivery of such
Integration Services in accordance with Section 12(a). Any such dispute shall be resolved taking into account (A)
the nature of this Agreement, (B) Recipient's business needs and obligations under this Agreement and the
Administrative Services Agreement and (C) Provider's capacity limitations in light of its need to support its
ongoing business operations and to provide other Transition Services hereunder.

(iv) Failure to Provide Services or Meet Applicable Standard Levels. To the extent that Provider fails to provide
or fails to timely provide any Transition Service as required under this Agreement or fails to meet the applicable
standard of service for any Transition Service as set forth herein, unless such failure was caused primarily by the
act or omission of Recipient Transition Group, and such failure is the primary cause of Recipient's inability to
provide any services in accordance with its obligations under the Administrative Services Agreement, Recipient
shall have no liability under the Administrative Services Agreement for its failure to meet its obligations to provide
such affected Administrative Services until such time as the earlier

                                                         -4-
of the following: (A) Provider cures such failure hereunder to the extent required to enable Recipient to resume
providing such services in accordance with its obligations under the Administrative Services Agreement, or (B)
Recipient, using commercially reasonable efforts, finds an alternative source for such Transition Service or a
work-around sufficient to enable Recipient to resume providing such services in accordance with its obligations
under the Administrative Services Agreement, the incremental costs associated with which shall be reimbursed by
Provider.

(b) Special Projects. If Recipient requests in writing that Provider provide a Special Project, which request shall
include a description of the service(s) required to be performed in conjunction with such Special Project,
Provider shall (i) within five (5) Business Days after the date of receipt of the request provide Recipient with
written notice of receipt of the request and
(ii) within ten (10) Business Days after the date of receipt of such request, provide Recipient with either (A) a
written proposal for such Special Project, giving reasonable priority to other demands on Provider's resources
under this Agreement and otherwise, or (B) written notice of its decision not to accept such Special Project, in
which case Provider shall have no further obligation under this Agreement with respect to such Special Project, it
being understood that Provider shall not be required to accept any requested Special Project and provide a
written proposal therefor unless (x) with respect to Special Projects that constitute IT Services, Provider is the
only reasonably-available source of information or expertise needed to undertake such Special Project, and such
Special Project can be completed by Provider using commercially reasonable efforts and without any adverse
impact on the Transition Services being provided or on Provider's or its Affiliates' other businesses, taking into
account resource limitations and the other demands on the time of the individuals needed to undertake such
Special Project in conjunction with the Transition Services and Provider's and its Affiliates' other businesses, and
(y) with respect to any other Special Projects, Provider determines in good faith that it can perform such Special
Project using commercially reasonable efforts using Transition Employees employed at the time Provider receives
the request to perform the Special Project and without any adverse impact on the Transition Services being
provided or on Provider's or its Affiliates' other businesses. For purposes of determining whether Provider is the
only reasonably-available source of information or expertise under clause (x) of the foregoing sentence, it is
specifically acknowledged and agreed that Provider will not be deemed to have access to or use of the Retained
Employees or Retained Contractors. Each written proposal for a Special Project submitted by Provider pursuant
to clause (ii)(A) above shall refer to the description provided by Recipient, include the estimated time and price of
performing the Special Project (including any third-party consents necessary to perform the Special Project), and
include any potential impact on then-existing Transition Services. If the parties agree on such proposal, Provider
shall perform such Special Project in accordance with the terms of this Agreement. If the parties do not agree on
such proposal within fifteen (15) Business Days after the date it is delivered to Recipient, Provider shall have no
further obligation under this Agreement with respect to such Special Project. All work product created or
delivered by Provider (alone or with others) pursuant to any Special Project, together with associated intellectual
property rights, shall, unless otherwise indicated in an applicable Special Project proposal, be owned by
Recipient, except that Recipient shall acquire no right thereby in confidential information or trademarks, service
marks, or logos of Provider or its Affiliates. To the extent that Provider fails to provide any Special Project
required to be provided by Provider under this
Section 2(b), unless such failure was caused primarily by the act or omission of

                                                        -5-
Recipient Transition Group, and such failure is the primary cause of Recipient's inability to provide any services in
accordance with its obligations under the Administrative Services Agreement, Recipient shall have no liability
under the Administrative Services Agreement for its failure to meet its obligations to provide such affected
Administrative Services until such time as the earlier of the following: (A) Provider cures such failure hereunder to
the extent required to enable Recipient to resume providing such services in accordance with its obligations under
the Administrative Services Agreement, or (B) Recipient, using commercially reasonable efforts, finds an
alternative source for such Special Project or a work-around sufficient to enable Recipient to resume providing
such services in accordance with its obligations under the Administrative Services Agreement, the incremental
costs associated with which shall be reimbursed by Provider.

(c) No Obligation to Provide Other Services. Except for the Transition Services, the Designated Services (as
defined in Section 2(g) below), and any Special Projects agreed upon in accordance with Section 2(b) above,
Provider shall have no obligation to provide any other services to Recipient pursuant to this Agreement.

(d) Non-Exclusivity. Nothing herein shall prevent Recipient Transition Group during the term of this Agreement
from obtaining any of the Transition Services or Designated Services from any other Person or from providing
any Transition Service or Designated Service to itself using its own facilities and employees; provided, however,
that the foregoing shall not excuse Recipient from complying with the provisions regarding notice of termination
set forth in
Section 6(b) of this Agreement or from its payment obligations with respect to Transition Services previously
rendered.

(e) Transition Employees. The parties acknowledge and agree that the Transition Employees are employees or
independent contractors of the particular Seller or Affiliate of Sellers for whom such employee works, and not
employees of Recipient. In all cases, Provider reserves the right to give direction and make final decisions with
regard to any and all work assignments and employment matters. In the event of any question or conflict, the
instruction of Provider shall be binding. During the term of this Agreement, Provider will use commercially
reasonable efforts to (i) retain the Transition Employees to the extent such employees continue to be required to
perform Transition Services and
(ii) manage the number of Transition Employees so as to be commensurate with the level of services being
provided at any time. On or about the first Business Day of each calendar month, the Transition Project
Managers of each party shall meet (in person or telephonically) to discuss staffing levels, and shall consider in
good faith each other's suggestions with respect thereto. Provider will give Recipient thirty (30) days notice prior
to terminating any Transition Employee, and Recipient will have the opportunity to request that such Transition
Employee be retained for a longer period of time (subject to the payment obligations described in Section 6(b)
below), in which case Provider will use commercially reasonable efforts to retain such Transition Employee or
replace such Transition Employee with another employee of appropriate skill and knowledge; provided, that in no
event will Provider be obligated to retain any Transition Employee beyond the date that is eighteen (18) months
after the Effective Date, unless the transition period is extended beyond such date by mutual agreement of the
parties in accordance with Section 6(a) hereof, in which case Provider will use commercially reasonable efforts to
retain such Transition Employee or replace such Transition Employee with another employee of appropriate skill
and

                                                        -6-
knowledge. The inability to retain any particular Transition Employee(s) shall not excuse Provider from its
obligation to provide the Transition Services hereunder. Recipient may, in its reasonable discretion, provide
notice to Provider of its determination that the number of Transition Employees performing a particular Transition
Service is in excess of that reasonably required to perform such Transition Service then being performed or that
such Transition Service is no longer required and that, therefore, one or more Transition Employees should be
terminated. Within five (5) Business Days of such notice, Provider shall advise Recipient in writing (to include
electronic mail correspondence) of the impact, if any, that the termination of such Transition Employee(s) would
have on the Transition Services and Special Projects, if any, then being provided and any impact on the standard
of services therefor. Recipient will thereafter notify Provider of its election to either (A) have Provider terminate
one or more Transition Employees or (B) have Provider continue to retain one or more Transition Employees. If
Recipient notifies Provider that it elects to have one or more Transition Employees terminated, (x) Recipient shall
have no obligation to pay for such number of Transition Employees from and after the date that is thirty (30) days
after the date of Recipient's notification to Provider and (y) from and after the date that is thirty (30) after the date
of Recipient's notification to Provider, Provider shall have no liability under this Agreement for any adverse
impact on the Transition Services and Special Projects (including but not limited to failure to provide or timely
provide or perform the same and failure to meet required service levels), which adverse impact was described to
Recipient in writing (including by electronic mail correspondence) prior to such termination. In no event shall any
such adverse impact on the Transition Services that was described to Recipient in writing (including by electronic
mail correspondence), including but not limited to failure to provide or timely provide or perform the same and
failure to meet required service levels, resulting directly or indirectly from the termination of one or more
Transition Employees at Recipient's request or direction excuse Recipient from the performance of any of its
duties or obligations under the Administrative Services Agreement.

(f) No Requirements. Nothing in this Agreement requires Recipient Transition Group (or any of its successors
and assigns) to request any particular quantity or level of any Transition Service provided under this Agreement.

(g) Retained Employees and Retained Contractors.

(i) Retained Employees. In lieu of utilizing the Retained Employees (as defined below) to provide certain
Scheduled Services, Provider agrees to second the employees listed on Schedule 2(g) (the "Retained Employees"
and, each, a "Retained Employee") to Recipient to perform such services as may be required by Recipient
relating to the projects and objectives described on Schedule 2(g) (collectively, the "Designated Services").
During the Retained Employee Retention Period (as defined below), Provider agrees to retain the Retained
Employees as Provider employees, and Provider will use reasonable efforts consistent with past practice to
preserve positive employer/employee relationships with the Retained Employees but will not be required to pay
any retention bonuses other than those reflected on Schedule 5(a)(v) or otherwise take any actions beyond what
would be taken to preserve employer/employee relationships with employees who are not Retained Employees.
Provider is not required to retain any Retained Employee who (A) voluntarily resigns from employment with
Provider, (B) is terminated by Provider for gross or willful misconduct that causes

                                                          -7-
demonstrable and serious injury to Provider or has an adverse impact on Provider's standing and reputation, (C)
is terminated by Provider for materially and continually failing to perform his or her duties and responsibilities, or
(D) becomes unable to perform the essential functions of his or her position due to a disability that cannot be
reasonably accommodated. For purposes of this Agreement, the "Retained Employee Retention Period" for each
Retained Employee will begin on January 1, 2005 and will continue until June 30, 2006 or the Retention
Termination Date (as defined below) for such Retained Employee, whichever occurs earlier. During the Retained
Employee Retention Period, Provider will assign the Retained Employees to the provision of the Designated
Services. Recipient may, in its reasonable discretion, provide notice to Provider of its determination that the
number of Retained Employees performing the Designated Services is in excess of that reasonably required to
perform such Designated Services then being performed or that certain Designated Services are no longer
required and that, therefore, one or more specific Retained Employees should be removed from the roster of
Retained Employees. From and after the date that is thirty (30) days after the date of Recipient's notification to
Provider that one or more Retained Employees should be removed from the roster of Retained Employees (the
"Retention Termination Date"), Recipient shall have no obligation to pay for the Retained Employees so identified
and Provider shall have no liability under this Agreement to second or otherwise make such Retained Employees
available to Recipient pursuant to this Section 2(g). Notwithstanding the foregoing, it is the intent of the Parties
that throughout the Retained Employee Retention Period, (x) each Retained Employee engaged hereunder shall
continue to be employed solely by Provider, continue to report to Provider for purposes of payroll, employee
benefits and other administrative matters, and continue to be subject to Provider's employment policies and
procedures; (y) Recipient shall have no authority to hire, fire, discipline or otherwise affect the employment
relationship of the Retained Employees with Provider, and will not in any case be considered to be an employer
or joint employer of such Retained Employees or to assume any responsibilities or obligations of such an
employer; and (z) Provider will continue to be fully responsible with regard to worker's compensation,
unemployment compensation, payroll tax, severance, and related matters with respect to all Retained Employees.
The foregoing shall in no way limit Recipient's obligations under Section 5 and
Section 13(b) with respect to the Retained Employees. The provisions of this Section 2(g) shall in no way affect
Provider's responsibility to provide or cause to be provided the Transition Services.

(ii) Retained Contractors. During the Retained Contractor Retention Period (as defined below), Provider agrees
to make those independent contractors listed on Schedule 2(g) (the "Retained Contractors" and, each, a
"Retained Contractor") available to Recipient full-time to perform, at Recipient's direction, the Designated
Services. During the Retained Contractor Retention Period, Provider will use commercially reasonable efforts to
retain the Retained Contractors to the extent such contractors continue to be required to perform Designated
Services. Each of Recipient and Provider will cooperate and use commercially reasonable efforts either to (A)
assign (and obtain, as necessary, the consent of each Retained Contractor to the assignment of) each contract
between Provider or its Affiliate and any of the Retained Contractors to Recipient or (B) negotiate a direct
agreement between Recipient and each of the Retained

                                                         -8-
Contractors on substantially the same or better terms as those currently in effect under the applicable contract
between Provider or its Affiliate and such Retained Contractor, as promptly as possible after the Closing Date.
The "Retained Contractor Retention Period" for each Retained Contractors will begin on January 1, 2005 and
will continue until the earliest to occur of (x) June 30, 2006, (y) the date on which the contract between Provider
or its Affiliate and such Retained Contractor is assigned to Recipient or Recipient enters into a direct agreement
with such Retained Contractor, or
(z) the date that is thirty (30) days following the date Provider receives written notification from Recipient that
such Retained Contractor should be removed from the roster of Retained Contractors. All benefits that inure to
Provider or its Affiliate under Provider's or such Affiliate's contractual arrangements with any Retained
Contractor shall be passed through to Recipient to the extent such benefits relate to the Designated Services
provided by such Retained Contractor.

(h) Reasonable Assistance. As necessary in connection with the Transition Services and any agreed-upon Special
Projects, and provided that Provider complies with Recipient's security procedures and privacy policies as then in
effect, Recipient shall provide Provider with any reasonable assistance, including providing to Provider such
information, data, access to premises, management decisions, access to and reasonable cooperation of any
Transferred Employees, Retained Employees and Retained Contractors with particular skills or expertise,
approvals and acceptances, as may be reasonably required to permit Provider to provide the Transition Services,
Designated Services and any agreed-upon Special Projects hereunder.

(i) Recipient Employees. It is expressly understood that, except as otherwise provided herein, any services
rendered by Recipient employees after the Effective Date shall not be considered Transition Services, and
Provider shall not be responsible for providing the same.

(j) Access. As necessary in connection with the Transition Services, the Designated Services, and any agreed-
upon Special Projects, and provided that Recipient complies with Provider's security procedures and privacy
policies as then in effect, Provider shall give Recipient reasonable access to the servers and other information
technology systems used to provide the Transition Services, the Designated Services, and any agreed-upon
Special Projects; all requests for such access shall be made in advance by Recipient's Transition Project Manager
to Provider's Transition Project Manager. Nothing in this Agreement shall require Provider to provide any third
party with access to its systems, its computing environment or its confidential information other than on
commercially reasonable terms regarding privacy, security, confidentiality and timing.

Section 3. Standard of Services, Review Procedures and Penalties.

(a) Standard of Services for Transition Services. Provider agrees that it shall provide the Transition Services or, if
Provider is utilizing a Subcontractor (as permitted under Section 4 hereof), Provider shall cause such
Subcontractor to provide such Transition Services, at least (i) with respect to IT Services, at the same service
levels at which such services were performed within or for the Business immediately prior to the Effective Date
or, with respect to any other Transition Services, using at least the same standard of care that Provider or

                                                         -9-
a Current Subcontractor used immediately prior to the Effective Date in performing such services within or for the
Business, (ii) in substantial compliance with Applicable Law, and (iii) in compliance with industry standards.
Provider agrees (w) to provide Recipient with documentation describing with reasonable specificity, and pass
through to Recipient Transition Group, any Current Subcontractor obligations to meet service levels for Current
Subcontracted Services, and (x) to enforce all contractual provisions with such Current Subcontractors with
respect to their obligations to meet such service levels or otherwise ensure that all applicable service level
standards are met. Provider agrees (y) to provide Recipient with documentation describing with reasonable
specificity, and to pass through to Recipient Transition Group, any New Subcontractor obligations to meet
service levels with respect to Transition Services to be provided by New Subcontractors (as permitted under
Section 4 hereof), if any, and (z) to enforce all contractual provisions with such New Subcontractors with respect
to their obligations to meet such service levels or otherwise ensure that all applicable service level standards are
met. As of the Effective Date, IBM is the only Current Subcontractor that is obligated to meet service levels for
Current Subcontracted Services, and a true and correct copy of such service level obligations applicable to the
Current Subcontracted Services provided by IBM has been provided to Recipient.

(b) Change in IT Services. Provider reserves the right to make any changes to (i) the manner in which the IT
Services are provided and (ii) the location from which the IT Services are provided, including any changes to
personnel involved in the provision of such IT Services, provided that Provider shall not, without Recipient's prior
written consent, such consent not to be unreasonably withheld, thereby cause any adverse change in service
levels required hereunder or functionality being supported, or result in any additional costs to Recipient.

(c) Monthly Meeting. For the first twelve (12) weeks after the Effective Date, the Transition Project Managers of
each party shall meet at least once weekly, or more frequently if mutually agreed upon, (in person or
telephonically) to discuss the status of the transition, manage open issues, discuss any planned termination dates
for particular Transition Services, and review service levels achieved and missed in the previous month, to the
extent such information is available, as well as non-achievement of targets and corrective actions taken or
planned. Thereafter, such meetings shall be held (in person or telephonically) on at least a monthly basis, or more
frequently if mutually agreed upon. Once per month, during the first twelve (12) weeks after the Effective Date
and thereafter, in advance of each such monthly meeting, Provider's Transition Project Manager shall provide to
Recipient's Project Manager a written report summarizing all available current information on compliance with
and deviation from the service levels and technology management standards as are applicable in accordance with
the provisions of Section 3(a).

(d) Failure to Meet Standards for Services. If Recipient provides Provider with written notice ("Shortfall Notice")
of any failure to meet the standards for Transition Services required by Section 3(a) hereof ("Service Shortfall"),
as determined by Recipient in good faith, Provider shall rectify such failure as soon as possible using commercially
reasonable efforts. Provider shall be responsible for all internal and out-of-pocket costs incurred by Recipient in
curing the Service Shortfall. In addition, if such Service Shortfall is not cured (i) for particular Transition Services
provided by IBM, within the time frames required by the service

                                                         -10-
level obligations of IBM described in the last sentence of Section 3(a) above or
(ii) for any other Transition Service, within the cure window for such Transition Service as set forth on Schedule 2
(a)(i), if any, or, if no cure window is set forth on Schedule 2(a)(i), within a commercially reasonable time, then
Provider shall reimburse Recipient for all incremental costs incurred by Recipient in procuring an alternative
provider of such services (in excess of the costs expected to be incurred by Recipient hereunder) and confer
upon Recipient the benefit of any applicable service level credits on amounts paid to Provider hereunder, which
service level credits shall be determined in accordance with Provider's contract with IBM, as it relates to the
Transition Services provided by IBM. Neither Provider nor its Affiliates will take any action to cause IBM to
treat the Business, Provider or Security Life of Denver International Limited any less favorably under that certain
Information Technology Services Agreement between ING North America Insurance Corporation and IBM
dated December 16, 2003 than such entities were treated by IBM immediately prior to the Effective Date.

Section 4. Subcontracting.

(a) Current Subcontractors. Provider reserves the right to continue to subcontract the performance of those
Transition Services that are being subcontracted immediately prior to the Effective Date ("Current Subcontracted
Services") to such subcontractor that is not an Affiliate of Provider and that is providing those Current
Subcontracted Services to the Business immediately prior to the Effective Date ("Current Subcontractor"), which
Current Subcontracted Services shall be listed on Schedule 4(a) along with the applicable Current Subcontractor;
provided, that Provider (i) shall remain primarily responsible under this Agreement for any and all obligations with
respect to such Current Subcontracted Services as are undertaken by such Current Subcontractor and (ii) shall
be responsible for compliance by any Current Subcontractor with the terms and conditions of this Agreement and
for any acts or omissions of such Current Subcontractor, other than such acts or omissions at the request or
direction of Recipient. Notwithstanding the foregoing, and except as set forth in Section 4(d) hereof, under no
circumstances shall Provider have any liability or responsibility for any act or omission of any Current
Subcontractor that can be characterized as a failure to adequately or appropriately perform any Current
Subcontracted Services if the applicable Current Subcontracted Services otherwise meet the service level
standards described in Section 3(a) hereof.

(b) New Subcontractors. Except in connection with a global, enterprise-wide or multi-business unit contracting
arrangement entered into by Provider or its Affiliates, or as otherwise provided in Section 4(a), Provider may not
subcontract the performance of any obligations of Provider hereunder to any subcontractor that is not an Affiliate
of Provider without Recipient's prior written approval, such approval not to be unreasonably withheld or delayed.
Provider shall notify Recipient if it does not or cannot secure the right to disclose to Recipient those portions of a
contract between Provider (or an Affiliate of Provider) and such subcontractor relating to service levels and the
remedies for failing to achieve such service levels for applicable Transition Service(s), and Provider's failure to
obtain such approval shall be deemed a reasonable basis for Recipient to withhold its approval hereunder. Each
such subcontractor approved by Recipient in accordance herewith shall be referred to as a "New
Subcontractor." Provider (i) shall remain primarily responsible under this Agreement for any and all obligations
undertaken by any such New Subcontractor and (ii) shall be responsible for compliance by any

                                                        -11-
New Subcontractor with the terms and conditions of this Agreement and for any acts or omissions of such New
Subcontractor, other than such acts or omissions at the request or direction of Recipient. Notwithstanding the
foregoing, and except as set forth in Section 4(d) hereof, under no circumstances shall Provider have any liability
or responsibility for any act or omission of any New Subcontractor that can be characterized as a failure to
adequately or appropriately perform any New Subcontracted Services if the applicable New Subcontracted
Services otherwise meet the service level standards described in
Section 3(a) hereof. Notwithstanding the foregoing, if Recipient contracts directly with any subcontractor for the
provision of any Transition Services, Provider shall have no further obligations or responsibilities with respect to
such Transition Services, and Provider shall have no liability whatsoever for any acts or omissions of such
subcontractor. Provider will provide reasonable advance notice to Recipient of any new subcontractor permitted
hereunder but not required to be approved in advance by Recipient, and any Transition Services provided by any
such new subcontractor will be provided on the same terms and conditions as such new subcontractor is
contractually bound to provide any similar services to Provider and/or its Affiliates generally. As of the date of
this Agreement, to Provider's Knowledge, no global, enterprise-wide or multi-business unit arrangement with a
new subcontractor that would result in the provision of Transition Services by such new subcontractor is currently
anticipated.

(c) Right to Disclose. Provider shall use commercially reasonable efforts to procure from IBM and each other
Subcontractor the right to disclose to Recipient those portions of the applicable contract between Provider (or an
Affiliate of Provider) and such Subcontractor relating to service levels for any Transition Service. Schedule 4(c)
sets forth a list of all Current Subcontractors for which Provider does not have the right to disclose such
information as of the Effective Date.

(d) Subcontractor Benefits. In addition to all other rights and obligations of the parties with respect to
Subcontractors as set forth herein, all benefits that inure to Provider under Provider's contractual arrangements
with any Subcontractors shall be passed through to Recipient to the extent such benefits relate to the Transition
Services provided by such Subcontractor.

Section 5. Consideration for Services; Fee Dispute Resolution.

(a) Consideration for Transition Services and Designated Services. In full consideration for Provider (or a
permitted Subcontractor) providing the Transition Services and Designated Services hereunder and any and all
rights granted hereunder, Recipient shall pay to Provider and reimburse Provider for, each of the following:

(i) the (A) loaded cost of each Transition Employee who is an employee of Provider or any of its Affiliates during
the applicable measurement period and (B) cost, on a pass-through basis, of each Transition Employee who is an
independent contractor of Provider or any of its Affiliates during the applicable measurement period, as set forth
on Schedule 5(a)(i);

(ii) all fees and other charges, on a pass-through basis, from Subcontractors relating to the Transition Services;

                                                        -12-
(iii) the cost of any Provider employees (other than Transition Employees) providing IT Services, which cost will
be at the hourly rates set forth on Schedule 5(a)(iii);

(iv) the cost of any other Provider employees providing Transition Services (other than Transition Employees and
employees providing IT Services), which cost will be Provider's loaded cost associated with such employee,
determined by Provider in accordance with Schedule 5(a)(iv);

(v) the (A) loaded cost of each Retained Employee who is an employee of Provider or of any of its Affiliates
during the applicable measurement period, and (B) cost, on a pass-through basis, of each Retained Contractor
who is an independent contractor of Provider or of any of its Affiliates during the applicable measurement period,
as set forth on Schedule 5(a)(v); and

(vi) all of Provider's direct costs in connection with the provision of Transition Services and Designated Services
(e.g. travel expenses, computer and telephone costs for Transition Employees and Retained Employees, consent
or additional license fees charged by third party licensors in connection with Provider providing or Recipient
Transition Group receiving the Transition Services and the Designated Services hereunder); provided, that all
travel will be pre-approved by Recipient and will be reimbursed in accordance with Recipient's travel
reimbursement guidelines provided to Provider in writing; direct costs in excess of $1,000 that are not listed on
Schedule 5(a)(vi) will not be incurred without the prior approval of Recipient's Transition Project Manager.

For the avoidance of doubt, the overarching principle in the calculation of the consideration for the Transition
Services and the Designated Services is that Provider will neither sustain a loss, nor earn a profit, as a result of
the provision of such services. In no event shall Recipient be obligated to reimburse Provider, subject to Section
6(b)(i) hereof, for any fees, such as "kill fees" that would have been incurred by Provider as a result of Provider's
decision to sell the Business.

(b) Consideration for Special Projects. Pricing for any Special Projects will be negotiated separately in good faith
and mutually agreed to by the parties.

(c) Payment. Commencing with the calendar month ending January 31, 2005, Provider shall provide Recipient
with accurate TSA Monthly Invoices by the fifteenth (15th) day of the month following the end of each calendar
month for
(i) all Transition Services and Designated Services rendered by Provider during such month, and (ii) all invoices
related to the Transition Services and Designated Services received from Subcontractors or other third parties
during such month (the parties acknowledging that there may be a lag in the submission of charges from third
parties relating to the provision of Transition Services and Designated Services and that any such lag shall not
excuse Recipient from its obligation to timely make payment of all undisputed amounts set forth in the TSA
Monthly Invoices, provided, that Provider uses its commercially reasonable efforts to obtain such Subcontractor
or third party invoices). Payment of all undisputed amounts in each TSA Monthly Invoice shall be due and
payable within sixty (60) days of Recipient's receipt of such TSA Monthly Invoice.

(d) Fee Dispute Resolution. If a dispute arises as to any TSA Monthly Invoice, the parties shall use their
commercially reasonable efforts to reach an agreement with

                                                        -13-
respect to such disputed amount. If the respective parties at Recipient and Provider responsible for preparing and
reviewing, as the case may be, the TSA Monthly Invoices are unable to reach an agreement within ten (10)
Business Days after Recipient has notified Provider that there is a fee dispute, then the Transition Project
Managers of Recipient and Provider shall confer and use their commercially reasonable efforts to come to a
resolution of the dispute. If the parties are unable to agree upon a resolution of the dispute within ten (10)
Business Days after the Transition Project Managers of Recipient and Provider have conferred, then the dispute
shall be settled in accordance with Section 22 hereof.

(e) Taxes. Any local or state sales tax, transfer tax, value-added tax, goods and services tax or similar tax
(including any such taxes that are required to be withheld, but excluding all other taxes including, but not limited
to, taxes based upon or calculated by reference to income, receipts or capital) ("Taxes") imposed on the fees
paid to Provider pursuant to this Section 5 shall be separately stated on the relevant invoice and shall be paid by
Recipient to Provider. Provider shall be responsible for submitting Taxes to the appropriate taxing authority.

(f) TSA Records. Provider shall maintain true and correct records of all receipts, invoices, reports and other
documents relating to the Transition Services and Designated Services rendered hereunder (the "TSA Records")
in accordance with its standard accounting practices and procedures, consistently applied, which practices and
procedures are employed by Provider in its provision of Transition Services and Designated Services.

Section 6. Term and Termination.

(a) Period of Services. Provider hereby agrees to provide or cause to be provided the Transition Services and
the Designated Services for the period of time beginning on the Effective Date and ending eighteen (18) months
thereafter, unless such service is earlier terminated as provided herein. Recipient may earlier terminate this
Agreement, any Transition Service provided hereunder, or the Designated Services in accordance with Section 6
(b) below and either party may earlier terminate this Agreement in accordance with Section 6(c) below. In the
event that Recipient requests that Provider provide any Transition Service or the Designated Services beyond the
eighteen (18) month anniversary of the Effective Date, Provider will consider such request, and the parties shall
negotiate in good faith to determine whether they can agree on terms (including pricing) for the extension of the
term of this Agreement with respect to such Transition Service or Designated Services.

(b) Termination of Individual Transition Services or Designated Services.

(i) Termination of Transition Services. Any specific Transition Service may be terminated by Recipient in
accordance with this Section 6(b) or by either party in accordance with Section 6(c). The termination of any
particular Transition Service in accordance with this Section 6(b) shall not terminate any other Transition Service
or any Special Project or terminate this Agreement with respect to any other Transition Service or Special
Project. Whenever Recipient desires to terminate a Transition Service, for any reason or no reason, Recipient
shall provide to Provider not fewer than thirty (30) days, or such greater number of days as may be designated
on

                                                        -14-
Schedule 2(a)(i) with respect to any Scheduled Service, prior to the proposed termination date, written notice
describing the Transition Service to be terminated and the termination date. Upon such termination date, charges
for such terminated Transition Service shall cease to accrue, but Recipient shall continue to be responsible for the
costs of any other services being provided hereunder, including, without limitation, the cost of all Transition
Employees who continue to be employed following the termination of such Transition Service, subject to
Provider's obligation to manage the number of Transition Employees as described herein. It is expressly
understood that so long as the required notice is given in accordance with this Section 6(b), Recipient Transition
Group shall have no obligation to pay for any "early-termination" or "kill fee" costs or expenses payable to third
parties (including, without limitation, Subcontractors and independent contractors) or incurred internally by
Provider as a result of the termination of Transition Services in accordance with the terms of this Section 6(b) or
the termination, diminishment or other modification of services or equipment provided to Provider by a third
party, which costs would have been incurred by Provider upon the disposition of the Business if no Transition
Services were provided. No such termination of any Transition Service shall in any way affect Provider's
obligation to provide or make available any other service provided or required pursuant to this Agreement or
Recipient's obligation to pay for the same, all in accordance with the terms of this Agreement.

(ii) Resumed Services. During the term of this Agreement (not to extend beyond eighteen (18) months, except as
provided above), Recipient may request that Provider resume the performance of any previously-terminated
Transition Service. If, using commercially reasonable efforts, Provider can resume the performance of such
Transition Service utilizing Transition Employees who continue to be employed at the time of the request, taking
into account the skills and experience of such Transition Employees and any other demands on the time of such
Transition Employees in connection with provision of other Transition Services, Provider will resume the
performance of such terminated Transition Service within a commercially reasonable period of time not to exceed
thirty (30) days following the date of Recipient's request.

(iii) Termination of Designated Services. The Designated Services shall terminate automatically upon the removal
from the roster of Retained Employees and Retained Contractors of, respectively, the last Retained Employee
and Retained Contractor in accordance with the provisions of
Section 2(g).

(c) Termination of Agreement.

(i) Either party (the "Terminating Party") may terminate this Agreement (or with respect to Section 6(c)(i)(A), any
particular Transition Service(s)) with immediate effect by notice in writing to the other party (the "Other Party")
upon or at any time after the occurrence of any of the following events:

(A) The Other Party is in default of any of its material obligations under this Agreement, or if Provider is in default
of any of its material obligations with respect to any particular Transition Service, and (if the breach is capable of
being remedied) has failed to remedy the breach

                                                         -15-
within thirty (30) days after receipt of notice in writing from the Terminating Party giving the particulars of the
breach;

(B) The Other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization or
other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official
for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a
general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall
take any corporate action to authorize any of the foregoing; and

(C) An involuntary case or other proceeding shall be commenced against the Other Party seeking liquidation,
reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official for it or any substantial part of its property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of sixty (60) days, or an order for relief shall be entered against the Other
Party.

(ii) If this Agreement is terminated by Recipient in accordance with Section 6(c)(i), (iii) or (iv) hereof, or if any
portion of this Agreement is terminated by Recipient in accordance with Section 6(c)(i)(A) or 6(c)(iii) hereof,
subject to Section 25 hereof, as Recipient's sole and exclusive remedy, Recipient shall be entitled to recover, and
Provider shall pay to Recipient, Recipient Transition Group's reasonable and actual incremental costs (in excess
of the costs expected to be incurred by Recipient Transition Group under this Agreement) incurred in procuring
substitute services for a period of time following termination of the Agreement (not to extend beyond the day that
is eighteen (18) months after the Effective Date) or such relevant portion thereof that is reasonable under the
circumstances until Recipient Transition Group can arrange for Recipient Transition Group or a third party to
commence providing the terminated Transition Services and Designated Services. Subject to Section 25 hereof,
upon payment of such incremental costs, if any, in accordance with this Section 6(c)(ii), Provider shall have no
further liability or obligation to Recipient pursuant to this Agreement. In the event that Recipient terminates the
Agreement pursuant to Section 6(c)(i), (iii) or
(iv), and such termination is the primary cause of Recipient's inability to provide any services in accordance with
its obligations under the Administrative Services Agreement, Recipient shall have no liability under the
Administrative Services Agreement for its failure to meet its obligations to provide such affected services until
such time as Recipient, using commercially reasonable efforts, finds an alternative source for such Transition
Service or Designated Service or a work-around sufficient to enable Recipient to resume providing such services
in accordance with its obligations under the

                                                         -16-
Administrative Services Agreement, the incremental costs associated with which shall be reimbursed by Provider.

(iii) If Provider entirely fails to perform any particular Transition Service required hereunder for a period of fifteen
(15) days or more for any reason other than Recipient Transition Group's failure to take actions required of
Recipient under this Agreement, Recipient may terminate this Agreement as to such Transition Service upon
written notice to Provider, with termination to be effective upon receipt of such notice or on such later date as
Recipient may specify.

(iv) Subject to Section 10(a), if, for a period of five (5) consecutive Business Days or more, Provider entirely fails
to perform the Transition Services required hereunder as a whole in substantially all respects and to such an
extent that the ability of the Recipient Transition Group to continue the Business as a whole is endangered, unless
such failure was caused primarily by the act or omission of Recipient Transition Group, Recipient may terminate
this Agreement upon written notice to Provider specifying a termination date.

(d) Effect of Termination; Return of Materials. As promptly as practicable upon termination of this Agreement,
or, if applicable, upon earlier termination of any particular Transition Service and any related Transition
Assistance or, if applicable, upon earlier termination of the Designated Services, and except as otherwise set forth
in the Technology Transfer and License Agreement and subject to Provider's rights to retain an instance of all
Data and a copy of all Computer Programs as described therein, (A) each party will return to the other party all
materials and property in its possession or control (or the possession or control of an Affiliate) which is owned by
or licensed to such other party or its Affiliates, and (B)(i) all materials and property (to the extent embodied in a
tangible form) that constitute any part of the Transferred Assets (as defined in the Asset Purchase Agreement),
which materials and property are no longer needed for the performance of other Transition Services or other
Transition Assistance or Designated Services under this Agreement, shall be delivered to Recipient in such
machine readable format and media as mutually agreed upon by the parties and (ii) copies of any and all additions
or modifications made or caused to be made to the Owned Principally-Used Computer Programs (including, to
the extent available, both object code and source code) by either Provider or Recipient for the benefit of
Recipient under this Agreement shall be provided to Recipient and no copies thereof shall be retained by
Provider.

(e) Transition Assistance. In preparation for the discontinuation of any Transition Service provided under this
Agreement, at Recipient's request, Provider shall, consistent with its obligation to provide Transition Services
hereunder and with the cooperation and assistance of Recipient, use commercially reasonable efforts to provide
such knowledge transfer services and to take such steps as are reasonably required in order to facilitate a smooth
and efficient transition and/or migration of records and responsibilities to Recipient so as to minimize any
disruption of services ("Transition Assistance"). Recipient shall cooperate with Provider to allow Provider to
complete the Transition Assistance as early as is commercially reasonable to do so. As part of the Transition
Assistance, the parties will work together to develop a mutually-agreeable transition plan (the "Transition Plan")
setting forth the respective tasks to be accomplished by each party in connection with the orderly transition and a
schedule

                                                         -17-
pursuant to which the tasks are to be completed. Such Transition Assistance shall be considered an additional
Scheduled Service, and the fees and costs charged by Provider for providing the same shall be set forth in a
schedule agreed to by the parties, or, in the absence of agreement of the parties for any particular service, shall
be Provider's loaded costs of providing the same, which costs shall be in accordance with the rates and
methodologies described in
Section 5 hereof.

Section 7. Transition Project Management. Each of Provider and Recipient Transition Group shall appoint a
Transition Project Manager. Each Transition Project Manager may appoint or designate in writing, directed to the
other Transition Project Manager, a person or persons to act in his or her stead on day-to-day matters within
various functional areas such as, by way of example, and not in limitation, primary contacts to deal with IT
matters, actuarial matters or financial matters. The Transition Project Manager may serve as the primary contact
point for his or her respective principal with respect to issues that may arise during the performance of this
Agreement; provided, that,
(i) except for those duties expressly assigned to the Transition Project Managers hereunder, neither Transition
Project Manager, nor any designee of either Transition Project Manager, shall have the authority to bind his or
her respective principal and (ii) neither Transition Project Manager, nor any designee of either Transition Project
Manager, shall have the authority to change the terms or conditions of this Agreement. Each party's initial
Transition Project Manager, along with his or her title and relevant contact information (including business
address, email address, telephone number and facsimile number), are identified on Schedule 7(a). Any party may,
by notice given to the other party, replace its Transition Project Manager hereunder, provided that notice of such
change shall be effective upon receipt.

Section 8. Relationships Among the Parties. Nothing in this Agreement shall cause the relationship between
Provider and Recipient Transition Group to be deemed to constitute an agency, partnership or joint venture. The
terms of this Agreement are not intended to constitute a joint employer for any purpose between any of the
parties and their Affiliates. Each of the parties agrees that the provisions of this Agreement as a whole are not
intended to, and do not, constitute control of the other party (or any Affiliates thereof) or provide it with the
ability to control such other party (or any Affiliates thereof), and each party hereto expressly disclaims any right
or power under this Agreement to exercise any power whatsoever over the management or policies of the other
(or any Affiliates thereof). Except as otherwise expressly set forth herein, neither Provider nor Recipient
Transition Group shall incur any liability with respect to the financial obligations of the other party under this
Agreement.

Section 9. Compliance With and Changes to Laws and Policies.

(a) Compliance with General Laws. Nothing in this Agreement shall oblige either party hereto to act in breach of
the requirements of any law, ordinance, rule, regulation or order of any governmental entity applicable to it,
including, but not limited to, securities and insurance laws, written policy statements of securities commissions,
insurance and other regulatory authorities, and the by-laws, rules, regulations and written policy statements of
relevant securities and self-regulatory organizations or order of any governmental entity concerning privacy.

                                                        -18-
(b) Regulatory Matters. Provider shall cooperate with Recipient Transition Group and any regulatory authorities
that supervise Recipient Transition Group in connection with meeting any regulatory requirements applicable to
entities that provide Transition Services to Recipient.

(c) Privacy Policies.

(i) Compliance. Recipient shall at all times remain in material compliance with each Provider Privacy Policy and
any other Provider internal policies or guidelines provided to Recipient in writing and set forth in Schedule 9(c)(i),
except that Recipient shall not be bound by any Privacy Promise (as referenced in Schedule 9(c)(i)) or any other
promises made by Provider to non-institutional customers. Provider shall at all times remain in material
compliance with each Recipient Privacy Policy and any other Recipient internal policies or guidelines provided to
Provider in writing and set forth in Schedule 9(c)(i).

(ii) Amendment. During the term of this Agreement, neither Provider nor Recipient will, without the prior written
consent of the other party (which shall not be unreasonably withheld or delayed), amend its Privacy Policy except
(i) (A) as would not or would not be likely to materially adversely affect Provider's ability to perform the
Transition Services and (B) as would not or would not be likely to materially adversely affect Recipient Transition
Group's ability to receive and use the Transition Services or (ii) as required by a change in any applicable statute,
law, ordinance, rule, regulation or order of any governmental entity concerning privacy or (iii) as is necessary in
order to provide a Transition Service. Each of Provider and Recipient shall provide the other party with
commercially reasonable prior written notice of any change in any Privacy Policy.

Section 10. Inability to Perform Services; Technology Changes.

(a) Inability to Perform Services. In the event that Provider is unable to perform all or any portion of the
Transition Services as required by this Agreement, or by reason of its failure to act in accordance with Section
2(g), all or any portion of the Designated Services, for any reason for a period that can reasonably be expected
to exceed five (5) consecutive Business Days, Provider shall provide notice to Recipient of its inability to perform
the services and shall cooperate with Recipient Transition Group in obtaining an alternative means of receiving
such services, and the terms of Section 2(a)(iv) shall apply. In addition to any service level credits conferred to
Recipient's benefit pursuant to Section 3(d) or any other remedies available under this Agreement, Provider shall
be responsible for (i) all costs incurred in restoring the service and (ii) if such service is not restored within a
commercially reasonable time, all incremental costs incurred in procuring an alternative provider of such services
(in excess of the costs expected to be incurred by Recipient Transition Group for such services under this
Agreement), provided, in either case, that such costs for which Provider is responsible shall be reduced, and shall
become the responsibility of Recipient, to the extent that the inability of Provider to perform any or a portion of
any Transition Service was caused by Recipient.

                                                        -19-
(b) Disaster Recovery. Provider shall maintain security and disaster recovery procedures to protect data owned
by Recipient as well as Recipient's networks and systems utilized in providing the Transition Services, all in
accordance with commercially reasonable practices.

(c) Technology Changes. Each party shall provide written notice to the other of any proposed or implemented
Technology Changes that reasonably should be expected to (i) have a material adverse effect on the other party,
(ii) have a material adverse effect on the functionality or performance of, or materially decrease the resource
efficiency of, one or more Transition Services or Designated Services or (iii) materially increase the cost of
Transition Services or Designated Services provided hereunder. Within ten (10) days following the receipt of
such written notice, the Transition Project Managers of each party shall meet to negotiate in good faith any
appropriate actions to be taken in light of such Technology Change. Such notice shall be given as far in advance
of such Technology Change as is practicable. All planned network outages affecting Recipient shall be subject to
written notice by Provider, to be given as far in advance of such planned network outages as is practicable. Each
party shall be responsible for implementing all changes to its respective computing environment, including changes
to programs, manual procedures, job control language statements, distribution parameters, and schedules.

Section 11. Covenants and Other Agreements.

(a) Compliance with Laws. Each party shall be responsible for complying with all Applicable Laws then in effect
pertaining to such party's business and operations and its performance of this Agreement.

(b) Non-Infringement. Provider covenants that except for (i) any failure to receive any required third party
consents and (ii) any actions taken at the specific request or direction of Recipient Transition Group, its provision
of the Transition Services and Designated Services and Recipient's receipt of the Transition Services and
Designated Services hereunder will not infringe any trademark, trade name, trade dress or other intellectual
property right of any third party.

(c) Lack of Harmful Components. Provider covenants that it will utilize commercially available anti-virus software
in accordance with industry standards for the purpose of preventing the introduction of any virus, disabling code
or other such malware into Recipient's systems or data in the provision of the Transition Services and the
Designated Services.

(d) Third-Party Contracts and Restrictions. To the extent that (i) the Retained Computer Programs used to
provide the Transition Services or Designated Services include software or other technology licensed from third
parties, or
(ii) the Transition Services or Designated Services include the services of Third Party Vendors or are provided
through permitted Subcontractors, it is intended and agreed that the Transition Services and Designated Services
provided to Recipient under this Agreement shall be within the scope and on the terms and conditions established
by the third-party licensors, vendors or providers. This Agreement is not intended to constitute a sublicense of
any of the Retained Computer Programs or technology

                                                        -20-
provided by third-party licensors or to create a commercial service bureau in favor of Recipient or the Recipient
Transition Group, but instead is a services agreement between Provider and a former business unit of Provider. In
the event that Provider encounters a restriction or objection from a third-party licensor, vendor or provider that
prevents Provider, as a practical matter from providing any Transition Service or Designated Service as
contemplated by this Agreement, then Provider shall so notify Recipient and the parties will confer to decide upon
an alternative solution, which may include seeking necessary consents or licenses, replacing the affected resource,
or adopting a work-around. Provider gives no assurance about whether such a restriction or objection can or
may arise, but Provider shall be required to (x) implement an alternative means of providing any relevant
Transition Services or (y) cooperate with the Retained Employees and Retained Contractors and provide
reasonable assistance to Recipient and the Retained Employees and Retained Contractors in the implementation
of an alternative means of providing any relevant Designated Services, as applicable, in each case after consulting
with Recipient as required by the foregoing sentence. The cost of providing any relevant Transition Service or
Designated Service through such alternative means shall be paid by Recipient. To the extent that Provider fails to
implement such alternative means of providing such relevant Transition Service for reasons other than Recipient's
refusal to pay for the same, unless such failure was caused primarily by the act or omission of Recipient Transition
Group, and such failure is the primary cause of Recipient's inability to provide any services in accordance with its
obligations under the Administrative Services Agreement, Recipient shall have no liability under the Administrative
Services Agreement for its failure to meet its obligations to provide such affected services until such time as the
earlier of the following: (A) Provider provides such alternative means of providing the relevant Transition Service
to the extent required to enable Recipient to resume providing such services in accordance with its obligations
under the Administrative Services Agreement, or (B) Recipient, using commercially reasonable efforts, finds an
alternative source for the relevant Transition Service or a work-around sufficient to enable Recipient to resume
providing such services in accordance with its obligations under the Administrative Services Agreement, the
incremental costs associated with which shall be reimbursed by Provider.

Section 12. Dispute Resolution.

(a) Resolution by the Parties. If any dispute shall arise between Provider and Recipient Transition Group under
this Agreement (excluding any dispute regarding the amount of any TSA Monthly Invoice, as to which the
provisions of Section 5(d) shall apply), whether such dispute arises before or after the termination of this
Agreement, such dispute shall be submitted for resolution by the parties in accordance with this Section 12(a). In
the event of such a dispute, the party raising the problem shall submit notice thereof in writing to Transition
Project Manager of the other party. The Transition Project Manager shall be provided access to the relevant
notice for purposes of resolving the dispute. If the Transition Project Managers are unable to resolve the dispute
within ten (10) days after the dispute has been referred to them (or such longer time period as the Transition
Project Managers agree upon in writing), either party shall be free to pursue its rights and remedies hereunder in
accordance with Section 22.

(b) Relief in Court. Nothing in this Agreement shall prevent the parties hereto from seeking equitable relief
(including, without limitation, injunctive relief or specific

                                                        -21-
performance as set forth in Section 30) in a court for any breach or threatened breach of any provision hereof.

Section 13. Indemnification.

(a) Indemnification by Provider. Provider agrees to indemnify and hold harmless each party in the Recipient
Transition Group and their respective directors, officers and employees (collectively, the "Recipient Indemnified
Parties") from any and all Losses arising out of or caused by (i) any breach by Provider of any obligation or
covenant set forth in this Agreement or in any certificate or other document delivered pursuant hereto, (ii)
Provider's or its employees' acts or omissions with respect to the Retained Employees or Retained Contractors,
(iii) the acts or omissions of the Retained Employees or Retained Contractors other than such acts or omissions at
the request or direction of Recipient Transition Group, (iv) Provider's or any of its Affiliate's responsibilities as
employer of the Retained Employees, (v) Provider's or any of its Affiliate's current or former contractual
arrangements with any of the Retained Contractors, or (vi) any successful enforcement of this indemnity.

(b) Indemnification by Recipient. Recipient agrees to indemnify and hold harmless Provider and its directors,
officers and employees (collectively, the "Provider Indemnified Parties") from any and all Losses arising out of or
caused by (i) any breach by Recipient of any obligation or covenant set forth in this Agreement or in any
certificate or other document delivered pursuant hereto, (ii) Recipient's or its employees' acts or omissions with
respect to the Retained Employees or (iii) any successful enforcement of this indemnity.

(c) Indemnification Procedures. In the event either Recipient or Provider shall have a claim for indemnity against
the other party under the terms of this Agreement with respect to any third-party claim, the parties shall follow the
procedures set forth in Section 10.3 of the Asset Purchase Agreement. The parties hereto shall follow the
procedures set forth in Section 22 hereof with respect to any other claim for indemnity.

(d) Exclusive Remedy. Each party hereto expressly acknowledges that other than as expressly set forth herein, (i)
the provisions of this Section 13 shall be the sole and exclusive remedy for all claims, actions, damages, liabilities,
costs and expenses caused as a result of any breach by the other party of any covenant set forth in this
Agreement or in any certificate or other document delivered pursuant hereto, except that the remedies of
injunction and specific performance shall remain available to the parties hereto, and (ii) no party shall be liable or
responsible to any other party hereto or its Affiliates for punitive, incidental, consequential or multiplied damages,
in accordance with Section 25 hereof, other than for the liable party's fraud, theft, embezzlement or other
intentional acts or omissions of bad faith.

Section 14. Ownership, Data and Security.

(a) Ownership. Each party will, subject to the provisions of the Asset Purchase Agreement, the Technology
Transfer and License Agreement and any express license granted under this Agreement, retain all rights in any
Computer Programs, ideas, concepts, know-how, development tools, techniques or any other proprietary
material or information that it owned or developed prior to the date of

                                                         -22-
this Agreement, or acquires or develops after the date of this Agreement without reference to or use of the
intellectual property or proprietary material or information of the other party. All work product created for or
delivered to Recipient by Provider (alone or with others) as part of the Transition Services or the Designated
Services, together with associated intellectual property rights, shall, unless otherwise indicated in a writing signed
by both parties, be owned by Recipient, except that Recipient shall acquire no right thereby in confidential
information or trademarks, service marks, or logos of Provider or its Affiliates. Notwithstanding any other
provision of this Agreement, all general industry knowledge which either party obtains as a result of the
performance of prescribed work may be used by either party without restriction unless and then only to the extent
that such activity would disclose the other party's confidential information in violation of the confidentiality
obligations of the parties, including pursuant to Section 26 hereof.

(b) Recipient Data. All data pertaining to Recipient or its customers processed by Provider or stored in
Provider's systems or otherwise in Provider's possession or control as part of the Transition Services or the
Designated Services shall be owned by Recipient, shall be used only to carry out this Agreement, and may not be
disclosed to anyone except employees, agents, and subcontractors of Provider who have a "need to know" the
same in order to further or facilitate the performance of the Transition Services or the Designated Services and
who are required to respect the confidentiality thereof. When and as reasonably requested by Recipient (and
subject to the rights of Provider and its Affiliates pursuant to the Technology Transfer and License Agreement),
Provider shall return to Recipient copies of Recipient's information, data, and files (which information, data and
files shall be segregated from that of Provider, at Provider's expense) in such form as Recipient may reasonably
request. The parties agree that the confidentiality of all such data is governed by Section 5.7 of the Asset
Purchase Agreement and the Confidentiality Agreement.

(c) Security. Provider shall maintain substantially the same safeguards as are in use with respect to Provider's data
to protect against (i) the accidental or unauthorized deletion, destruction or alteration of Data (as defined in the
Asset Purchase Agreement) in Provider's possession or control and
(ii) the unauthorized access thereto. Provider shall maintain substantially the same safeguards which are in use
with respect to Provider's software to protect against (x) the accidental or unauthorized deletion, destruction or
alteration of the Owned Principally-Used Computer Programs and the Licensed Computer Programs in
Provider's possession or control and (y) the unauthorized access thereto. If Recipient requests reasonable
additional safeguards, Provider shall use commercially reasonable efforts to provide such additional safeguards at
rates and upon terms and conditions as mutually agreed to in writing by the parties. Provider shall comply with all
requirements of applicable regulatory authorities regarding data retention.

Section 15. Force Majeure.

(a) General. Subject to Section 15(b), below, neither party shall be liable for any failure or delay in the
performance of its obligations (other than payment obligations) under this Agreement to the extent such failure or
delay both:

                                                        -23-
(i) is caused by any of the following: acts of war, terrorism, civil riots or rebellions; quarantines, embargoes and
other similar unusual governmental action; extraordinary elements of nature or acts of God; and

(ii) could not have been prevented by the non-performing party's reasonable precautions or commercially
accepted processes, or could not reasonably be circumvented by the non-performing party through the use of
substitute services, alternate sources, work around plans or other means by which the requirements of Recipient
for services substantially similar to the Transition Services hereunder would be satisfied.

(b) Definition. Events meeting both of the criteria set forth in subsections 15(a)(i) and 15(a)(ii) above are referred
to individually and collectively as "Force Majeure Events." The parties expressly acknowledge that Force
Majeure Events do not include vandalism, the regulatory acts of governmental agencies, labor strikes, or the non
performance by third parties or Subcontractors relied on for the delivery of the Transition Services, unless such
failure or non-performance by a third party or Subcontractor is itself caused by a Force Majeure Event.

(c) Excuse of Performance. Upon the occurrence of a Force Majeure Event, the non-performing party shall be
excused from any further performance of the affected obligation(s) (other than payment obligations) for so long as
such circumstances prevail, provided that such party continues to attempt to recommence performance to the
greatest extent possible without delay. To the extent that Provider (i) fails to provide or fails to timely provide any
Transition Service as required under this Agreement, (ii) by reason of its failure to act in accordance with Section
2(g), fails to timely provide all or any portion of the Designated Services, or (iii) fails to meet the applicable
standard of service for any Transition Service as set forth herein as a result of a Force Majeure Event, unless
such failure was caused primarily by the act or omission of Recipient Transition Group, and such failure is the
primary cause of Recipient's inability to provide any services in accordance with its obligations under the
Administrative Services Agreement, Recipient shall have no liability under the Administrative Services Agreement
for its failure to meet its obligations to provide such affected Administrative Services until such time as the earlier
of the following: (A) Provider cures such failure hereunder to the extent required to enable Recipient to resume
providing such services in accordance with its obligations under the Administrative Services Agreement, or (B)
Recipient, using commercially reasonable efforts, finds an alternative source for such Transition Service or
Designated Service or a work-around sufficient to enable Recipient to resume providing such services in
accordance with its obligations under the Administrative Services Agreement, the incremental costs associated
with which shall be reimbursed by Provider.

(d) Disaster Recovery Plan. Notwithstanding any other provision of this Section 15, a Force Majeure Event that
results in failure or substantial delay of the performance by Provider of its obligations under this Agreement shall
obligate Provider, if appropriate, to implement its disaster recovery plan within the time periods described therein.

(e) Termination Upon Force Majeure. If a Force Majeure Event causes a material failure or delay in the
performance of any Transition Services for more than thirty (30)

                                                         -24-
consecutive days, Recipient may, at its option, immediately terminate this Agreement without liability to Provider,
other than liability for payment of unpaid invoices or for services previously rendered.

Section 16. Survival. The provisions of Section 6(b) (Termination of Individual Transition Services or Designated
Services), 6(c) (Termination of Agreement), 6(d) (Effect of Termination; Return of Materials), Section 9
(Compliance With and Changes to Law and Policies), Section 13 (Indemnification), this Section 16, Section 17
(Notices), Section 20 (Waivers and Amendments),
Section 21 (Exhibits; Schedules), Section 22 (Arbitration), Section 23 (Governing Law and Jurisdiction), Section
25 (Waiver of Jury Trial), Section 26 (Confidentiality), Section 27 (Captions) and Section 30 (Equitable Rights)
shall survive the termination or expiration of this Agreement.

Section 17. 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 mail, postage prepaid, 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:

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

                   With a concurrent
                   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

                   To Recipient:             Scottish Re (U.S.) Inc.
                                             13840 Ballantyne Corporate Place, Suite 500
                                             Charlotte, NC 28277
                                             Attention: Nate Gemmiti, Esq.




                                                       -25-
                      With a copy to:             Stephen G. Rooney, Esq.
                                                  LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                                                  125 West 55th Street
                                                  New York, NY 10019




Section 18. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors, permitted assigns and legal representatives. Neither this Agreement, nor
any of the rights, interests, or obligations hereunder, may be assigned in whole or in part, by any party without the
prior written consent of the other parties hereto and any assignment without such consent shall be null and void;
provided, that upon prior written notice to Provider, Recipient may assign to any one or more of its current or
after-acquired Affiliates all or any part of its rights, interest or obligations under this Agreement. Notwithstanding
the foregoing, Recipient may assign this Agreement in its entirety in connection with a sale of all or substantially all
of the Business, without the consent of Provider. Notwithstanding any provision of this Agreement, it is
understood for the avoidance of any doubt that in the event a party shall merge or consolidate with another
Person or enter into a business combination with a third party, such merger, consolidation or business
combination shall not be deemed to be an assignment and, accordingly, no consent of any Person shall be
required hereunder.

Section 19. Execution in 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.

Section 20. Waivers and Amendments. Except as otherwise permitted herein, any modification, supplement, or
amendment to this Agreement, or any waiver hereunder, shall be effective only if made in writing and signed by
the designated officer of each of the parties hereto. No waiver of any provision of this Agreement and no consent
to any default under this Agreement shall be effective unless the same shall be in writing and signed by or on
behalf of the party against whom such waiver or consent is claimed. No course of dealing or failure of any party
to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of such term, right
or condition. Waiver by either party of any default by the other party shall not be deemed a waiver of any other
default.

Section 21. Exhibits; Schedules. All exhibits and schedules incorporated by referenced in this Agreement shall be
deemed incorporated into and shall become part of this Agreement.

Section 22. Arbitration

(a) Arbitration. After the Closing Date, except as otherwise set forth in Section 5(d) and Section 12, and except
with regard to relief pursuant to
Section 30, any dispute between Recipient and Provider with reference to the interpretation or performance of
this Agreement, whether such dispute arises before or after the termination of this Agreement, shall

                                                         -26-
be decided through negotiation and, if necessary, arbitration as set forth in this Section 22. The parties intend this
Section 22 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 22(a), the other party may request the court specified in Section 23 to compel
arbitration in accordance with the Federal Arbitration Act.

(b) Procedures. Provider and Recipient intend that any dispute between them arising under this Agreement be
resolved without resort to any litigation. Accordingly, Provider and Recipient 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, Provider and Recipient 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.

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 either Provider or any of its Affiliates. Provider and Recipient 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.

If either Provider or Recipient 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.

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 Provider or Recipient) any award of the arbitrators may be
confirmed (or, if appropriate, vacated) by a judgment entered by the court specified in Section 23. In no event
may the arbitrators award punitive or exemplary damages, except for the liable party's fraud, theft, embezzlement
or other intentional acts or omissions of bad faith. Each party will be responsible for paying (i) all fees and
expenses charged by its respective counsel, accountants, actuaries, and other representatives in conjunction with
such arbitration and (ii) one-half of the fees and expenses charged by each arbitrator.

                                                          -27-
Section 23. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts entered into therein, without reference to
principles of choice of law or conflicts of laws. Each party hereto irrevocably and unconditionally submits to the
exclusive jurisdiction of any State or Federal Court sitting in New York, 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
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.

Section 24. Sole Agreement.

(a) 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 Related Agreements and the
Confidentiality Agreement, including the exhibits, schedules, and other documents delivered pursuant hereto,
constitute the entire agreement among the parties hereto and their respective Affiliates with respect to the subject
matter hereof and supersede all prior negotiations, discussions, writings and agreements between them with
respect thereto.

(b) This Agreement is a master agreement and shall be construed as a separate and independent agreement for
each and every Transition Service provided under this Agreement. Any specific Transition Service may be
subject to termination in accordance with Section 6(b)(i), 6(c)(i)(A) or 6(c)(iii). Any termination of this
Agreement in accordance with Section 6(b)(i) or (c) with respect to any particular Transition Service shall not
terminate the Agreement with respect to any other Transition Service.

Section 25. Waiver of Jury Trial; Multiplied and Punitive Damages. Each of the parties hereto irrevocably waives,
with respect to any action filed by either party against the other party (but not as to any action by one party
against the other seeking indemnification for a third party claim against the party initiating the action, to the extent
that such damages may be recoverable as part of the indemnification by the indemnified party) (i) any and all right
to trial by jury, and (ii) any right to punitive, incidental, consequential or multiplied damages, either pursuant to
common law or statute, in any legal proceedings arising out of or related to this Agreement or the transactions
contemplated hereby, except for the liable party's fraud, theft, embezzlement or other intentional acts or omissions
of bad faith.

Section 26. Confidentiality.

(a) Confidential Information. Each party hereto shall use at least the same standard of care in the protection of
Confidential Information of the other party as it uses to protect its own confidential or proprietary information;
provided that such Confidential

                                                         -28-
Information shall be protected in at least a reasonable manner. For purposes of this Agreement, "Confidential
Information" includes all confidential or proprietary information and documentation of any party hereto, including
the terms of this Agreement, including with respect to each party, all of its software (including source code and
object code), documentation, data, its customer data, software and confidential information of third parties as to
which such party owes a duty of confidentiality, financial information, information relating to the other party's
planned or existing computer systems, systems architecture, computer hardware, methods of processing and
operational methods, sales, profits, organizational restructuring, new business initiatives, proprietary and
confidential information that describes the other party's insurance and financial products (including actuarial
calculations, product designs, and how such products are administered and managed), proprietary and
confidential information that describes the other party's product strategies or tax interpretations or tax positions or
the treatment of any item, all reports, exhibits, and other documentation prepared by any of its Affiliates. Each
party hereto shall use the Confidential Information of the other party only in connection with the purposes of this
Agreement and shall make such Confidential Information available only to its employees, permitted
subcontractors or agents having a "need to know" with respect to such purpose. Each party hereto shall advise its
respective employees, permitted subcontractors and agents with access to any Confidential Information of such
party's obligations under this Agreement. The obligations in this Section 10.12 will not restrict disclosure by a
party pursuant to Applicable Law, or by order or request of any Government Authority, subject to Section 10.12
(b) hereof. Confidential Information of a party will not be afforded the protection of this Section if such
Confidential Information was (A) developed by the other party independently as shown by its written business
records regularly kept, (B) rightfully obtained by the other party without restriction from a third party, (C) publicly
available other than through the fault or negligence of the other party, or (D) rightfully in the possession of the
other party and not subject to any duty of confidentiality as of the date of this Agreement.

(b) Compulsory Disclosure. If any party is requested or required to disclose Confidential Information of the other
pursuant to any judicial or administrative process, then such receiving party shall promptly notify the other party
to this Agreement in writing of such request or requirement. The party whose Confidential Information is
requested or required to be disclosed shall either (i) promptly seek protective relief from such disclosure
obligation or (ii) direct the receiving party to comply with such request or requirement. The party in receipt of
Confidential Information of the other party shall cooperate with efforts of the other party to maintain the
confidentiality of such information or to resist compulsory disclosure thereof, but any costs incurred by the
receiving party shall be reimbursed by the other party, except for costs of the receiving party's employees. If,
after a reasonable opportunity to seek protective relief, such relief is not obtained by the party whose Confidential
Information is subject to discovery or disclosure, or if such party fails to obtain such relief, the receiving party
may disclose such portion of such Confidential Information that such party reasonably believes, on the basis of
advice of such party's counsel, such party is legally obligated to disclose.

(c) Unauthorized Acts. Each party hereto shall (i) notify the other party promptly of any unauthorized possession,
use, or knowledge of any Confidential Information by any person which shall become known to it, any attempt by
any person to gain possession of Confidential Information without authorization or any attempt to use or acquire
knowledge of any Confidential Information without authorization (collectively, "Unauthorized Access"), (ii)

                                                         -29-
promptly furnish to the other party full details of the Unauthorized Access and use reasonable efforts to assist the
other party in investigating or preventing the reoccurrence of any Unauthorized Access, (iii) cooperate with the
other party in any litigation and investigation against third parties deemed necessary by such party to protect its
proprietary rights, and (iv) promptly take all steps necessary to prevent a reoccurrence of any such Unauthorized
Access.

(d) Injunction. Each party hereto agrees that the breach by the other party of its obligations under this Section
would cause significant and irreparable harm to the aggrieved party, which may be difficult to measure with
certainty or to compensate through money damages. Each party hereto acknowledges that the aggrieved party
shall be entitled, without proof of irreparable harm and without waiving any other right or remedy available to it,
to such injunctive and equitable relief as may be deemed proper by a court of competent jurisdiction.

Section 27. Captions. The captions of this Agreement are for convenience of reference only and shall not define
or limit any of the terms or provisions hereof.

Section 28. 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.

Section 29. No Third Party Beneficiaries. Except as otherwise expressly set forth in any provision of this
Agreement, nothing in this Agreement is intended or shall be construed to give any Person, other than the parties
hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision
contained herein. For the avoidance of doubt, nothing in this Agreement shall be construed to give any Business
Employee, Transition Employee, Retained Employee or former employee of Provider or its Affiliates or any
beneficiary thereof of any legal or equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein.

Section 30. Equitable Rights.

(a) Non-Performance or Certain Breaches By Provider. Provider acknowledges and agrees that money damages
would not be a sufficient remedy for any failure of Provider to provide the services required hereunder in
compliance with the terms of this Agreement and that Recipient Transition Group shall be entitled to seek
equitable relief, including, without limitation, injunction and specific performance, as a remedy for such non-
performance or such breach by Provider and that Provider shall not oppose the granting of such equitable relief,
unless such non-performance or breach was caused primarily by the act or omission of Recipient Transition
Group.

                                                         -30-
(b) Non-Exclusive Remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this
Agreement, but shall be in addition to the other remedies available to a party under this Agreement.

                                                   -31-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

                            SECURITY LIFE OF DENVER INSURANCE
                                         COMPANY

                             By:     /s/ Mark Tullis
                                   -------------------------------------
                                   Name: Mark Tullis
                                   Title: President




                                     SCOTTISH RE (U.S.), INC.

                             By:    /s/ Oscar Scofield
                                   -------------------------------------
                                   Name: Oscar Scofield
                                   Title: CEO/ President




                                                  -32-
Exhibit 21.1

                                      List of Subsidiaries

------------------------------------------------------------   --------------------------------------------
                         Subsidiary                                                  Jurisdiction
------------------------------------------------------------   --------------------------------------------
Orkney Holdings LLC                                            Delaware
------------------------------------------------------------   --------------------------------------------
Orkney Re, Inc.                                                South Carolina
------------------------------------------------------------   --------------------------------------------
Scottish Annuity Company (Cayman) Ltd.                         Cayman Islands
------------------------------------------------------------   --------------------------------------------
Scottish Annuity & Life Holdings (Bermuda) Limited             Bermuda
------------------------------------------------------------   --------------------------------------------
Scottish Annuity & Life Insurance Company (Bermuda)            Bermuda
Limited
------------------------------------------------------------   --------------------------------------------
Scottish Annuity & Life Insurance Company (Cayman) Ltd.        Cayman Islands
------------------------------------------------------------   --------------------------------------------
Scottish Annuity & Life International Insurance Company        Bermuda
(Bermuda) Ltd.
------------------------------------------------------------   --------------------------------------------
Scottish Financial (Luxembourg) S.a.r.l.                       Luxembourg
------------------------------------------------------------   --------------------------------------------
Scottish Holdings (Barbados) Limited                           Barbados
------------------------------------------------------------   --------------------------------------------
Scottish Holdings, Inc.                                        Delaware
------------------------------------------------------------   --------------------------------------------
Scottish Re (Dublin) Limited                                   Ireland
------------------------------------------------------------   --------------------------------------------
Scottish Re Holdings Limited                                   United Kingdom
------------------------------------------------------------   --------------------------------------------
Scottish Re Intermediaries (Canada) Limited                    Canada
------------------------------------------------------------   --------------------------------------------
Scottish Re Life (Bermuda) Limited                             Bermuda
------------------------------------------------------------   --------------------------------------------
Scottish Re Life Corporation                                   Delaware
------------------------------------------------------------   --------------------------------------------
Scottish Re Limited                                            United Kingdom
------------------------------------------------------------   --------------------------------------------
Scottish Re PCC Limited                                        Guernsey
------------------------------------------------------------   --------------------------------------------
Scottish Re (U.S.), Inc.                                       Delaware
------------------------------------------------------------   --------------------------------------------
Scottish Solutions, LLC                                        North Carolina
------------------------------------------------------------   --------------------------------------------
Tartan Financial (UK)                                          United Kingdom
------------------------------------------------------------   --------------------------------------------
Tartan Holdings (UK) Limited                                   United Kingdom
------------------------------------------------------------   --------------------------------------------
Tartan Wealth Management, Inc.                                 Texas
------------------------------------------------------------   --------------------------------------------
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration statements (Form S-8 No.333-51496 and 333-
104389) pertaining to the stock option plans of Scottish Re Group Limited and (Form S-3 No. 333-113030)
pertaining to the shelf registration of securities of Scottish Re Group Limited of our reports dated March 15,
2005, with respect to the consolidated financial statements and schedules of Scottish Re Group Limited and
management's assessment of the effectiveness of internal control over financial reporting of Scottish Re Group
Limited, included in Scottish Re Group Limited's annual Report (Form 10-K) for the year ended December 31,
2004.

                                       /s/ ERNST & YOUNG LLP


                                       Philadelphia , Pennsylvania
                                       March 18, 2005
Exhibit 24.1

                                           POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, on behalf of Scottish Re Group Limited, a
Cayman Islands company (the "Company"), hereby constitute and appoint Michael C. French, Scott E.
Willkomm and Paul Goldean and each of them, the true and lawful attorney or attorneys-in-fact, with the full
power of substitution and resubstitution, for the Company, to sign on behalf of the Company and on behalf of the
undersigned in his or her capacity as an officer and/or a director of the Company, the Company's Annual Report
on Form 10-K for the year ended December 31, 2004, and to sign any or all amendments thereto, to or with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder, granting unto said attorney or attorneys-in-fact, and each of them with or
without the others, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes
as the undersigned might or could in person, hereby ratifying and confirming all that said attorney or attorneys-in-
fact, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have executed this Power of Attorney as of March 18, 2005.

               /s/ MICHAEL C. FRENCH        /s/ MICHAEL AUSTIN                 /s/ SCOTT E. WILLKOMM
               ---------------------        ------------------                 ---------------------
                 Michael C. French            Michael Austin                     Scott E. Willkomm
                 -----------------            --------------                     -----------------
          /S/ G. WILLIAM CAULFEILD-BROWNE /S/ ROBERT M. CHMELY                 /S/ HAZEL R. O'LEARY
          ------------------------------- --------------------                 --------------------
            G. William Caulfeild-Browne      Robert M. Chmely                    Hazel R. O'Leary
            ---------------------------      ----------------                    ----------------
                /S/ WILLIAM SPIEGEL      /S/ LORD NORMAN LAMONT              /S/ JEAN CLAUDE DAMERVAL
                -------------------       ----------------------             ------------------------
                  William Spiegel           Lord Norman Lamont                 Jean Claude Damerval
                  ---------------           ------------------                 --------------------
Exhibit 31.1

                                                 CERTIFICATION

I, Scott E. Willkomm, Chief Executive Officer and President of Scottish Re Group Limited certify that:

1. I have reviewed this annual report on Form 10-K of Scottish Re Group Limited (the "registrant");

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting which are reasonable likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal control over financial reporting.

Date: March 18, 2005
/s/ Scott E. Willkomm
---------------------
    Scott E. Willkomm
    Chief Executive Officer and President
Exhibit 31.2

                                                 CERTIFICATION

I, Elizabeth A. Murphy, Chief Financial Officer of Scottish Re Group Limited certify that:

1. I have reviewed this annual report on Form 10-K of Scottish Re Group Limited (the "registrant");

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting which are reasonable likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal control over financial reporting.
Date:   March 18, 2005

/s/ Elizabeth A. Murphy
-----------------------
    Elizabeth A. Murphy
    Chief Financial Officer
Exhibit 32.1

                                      CERTIFICATION PURSUANT TO
                                         18 U.S.C. SECTION 1350,
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Scottish Re Group Limited (the "Company") on Form 10-K for the
annual period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Scott E. Willkomm, Chief Executive Officer and President of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.

                                    /s/ Scott E. Willkomm
                                    ---------------------
                                    Scott E. Willkomm
                                    Chief Executive Officer and President
                                    March 18, 2005




A signed original of this written statement required by Section 906 has been provided to Scottish Re Group
Limited and will be retained by Scottish Re Group Limited and furnished to the Securities and Exchange
Commission or its staff upon request.
Exhibit 32.2

                                      CERTIFICATION PURSUANT TO
                                         18 U.S.C. SECTION 1350,
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Scottish Re Group Limited (the "Company") on Form 10-K for the
annual period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Elizabeth A. Murphy, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.

                                             /s/ Elizabeth A. Murphy
                                             -----------------------
                                             Elizabeth A. Murphy
                                             Chief Financial Officer
                                             March 18, 2005




A signed original of this written statement required by Section 906 has been provided to Scottish Re Group
Limited and will be retained by Scottish Re Group Limited and furnished to the Securities and Exchange
Commission or its staff upon request.