X0202 4/A 2007-01-31 2007-02-01 0 0001363829 Enstar Group LTD ESGR 0001187462 ARMSTRONG WHIT 110 REDWING DRIVE ENTERPRISE AL 36330 1 0 0 0 Ordinary Shares 2007-01-31 4 A 0 26647 A 26647 D Options to Purchase Ordinary Shares 19.27 2007-01-31 4 A 0 14711 19.27 A 2007-01-31 2011-01-01 Ordinary Shares 14711 14711 D Restricted Share Units 2007-01-31 4 A 0 14922 A 2007-01-31 Ordinary Shares 14922 14922 D Received in exchange for 26,647 shares of common stock of The Enstar Group, Inc. in connection with the merger of The Enstar Group, Inc. and a subsidiary of Enstar Group Limited, formerly known as Castlewood Holdings Limited (the "Merger"). On the effective date of the Merger, the closing price of the common stock of The Enstar Group, Inc. was $107.83 per share. On the first day of trading after the effective date of the Merger (the first date of trading in the ordinary shares of Enstar Group Limited), the closing price of Enstar Group Limited ordinary shares was $104.75 per share. Received in the Merger in exchange for a stock option to acquire 15,000 shares of common stock of The Enstar Group, Inc. with an exercise price of $18.90. Received in the Merger in exchange for Restricted Stock Units of The Enstar Group, Inc. accrued under The Enstar Group, Inc. Deferred Compensation and Stock Plan for Non-Employee Directors, as amended and restated. The RSUs may be settled in a lump sum distribution or in quarterly or annual installment payments over a period not to exceed 10 years beginning as of the first business day of any calendar year after the termination of the Reporting Person's services on the Board of Directors of Enstar Group Limited. This amendment amends the Form 4 filed on February 1, 2007 to reflect the number of ordinary shares underlying stock options (and the corresponding exercise price) received in the Merger (as defined below). Cheryl D. Davis by power of attorney 2007-02-13