Amendment Three to the Scottish Re Group Limited 2004 Equity Incentive Compensation Plan

Summary

Scottish Re Group Limited's Board of Directors has amended its 2004 Equity Incentive Compensation Plan. The amendment allows participants to defer receiving shares or cash, with the possibility of earning dividend equivalents or interest on deferred amounts. In the event of a company change in control, the plan may be terminated and deferred compensation distributed within 12 months. The amendment is effective retroactively from January 1, 2005.

EX-10.78 2 ex10-78.txt AMENDMENT THREE TO THE SCOTTISH RE GROUP LIMITED 2004 EQUITY INCENTIVE COMPENSATION PLAN The Board of Directors of Scottish Re Group Limited has amended the 2004 Equity Incentive Compensation Plan (the "Plan") as follows: 1. Paragraph 12 of the Plan is amended in its entirety to read as follows: Deferrals. To the extent permitted by law, the Committee may permit Participants to elect to defer the issuance of Ordinary Shares or the payment of cash under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan. The Committee may also provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferred amounts. In the event of a Change in Control of the Company, the Committee has the discretion to terminate the Plan and distribute any compensation deferred thereunder within 12 months of such Change in Control. All provisions of the Plan not specifically mentioned in this Amendment shall be considered modified to the extent necessary to be consistent with the changes made in this Amendment. The retroactive effective date of this Amendment is January 1, 2005.