0000950136-07-001000 Sample Contracts

AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 21st, 2007 • Scottish Re Group LTD • Life insurance • New York

AMENDMENT NO. 2 (this “Amendment”), dated as of February 20, 2007, to the Securities Purchase Agreement, dated as of November 26, 2006, by and among Scottish Re Group Limited, an exempted company limited by shares organized and existing under the laws of the Cayman Islands (“SRGL”), MassMutual Capital Partners LLC, a Delaware limited liability company (“MassMutual”), SRGL Acquisition LLC, a Delaware limited liability company (“Cerberus” and together with MassMutual, “Investors”), as amended by Amendment No. 1 to the Securities Purchase Agreement, dated as of January 9, 2007 (collectively, the “Agreement”). Capitalized terms used herein and not otherwise defined herein have the respective meanings given in the Agreement.

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