X0202 4/A 2007-01-31 2007-02-01 0 0001363829 Enstar Group LTD ESGR 0001257186 CURL GREGORY L 2100 DELPOND LANE CHARLOTTE NC 28226 1 0 0 0 Options to Purchase Ordinary Shares 40.78 2007-01-31 4 A 0 4903 40.78 A 2007-01-31 2013-08-18 Ordinary Shares 4903 4903 D Restricted Share Units 2007-01-31 4 A 0 1383 A Ordinary Shares 1383 1383 D Received 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") in exchange for a stock option to acquire 5,000 shares of common stock of The Enstar Group, Inc. with an exercise price of $40.00. 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