X0202 4/A 2007-01-31 2007-02-01 0 0001363829 Enstar Group LTD ESGR 0001163987 FRAZER NIMROD T 401 MADISON AVE. MONTGOMERY AL 36104 1 0 0 0 Ordinary Shares 2007-01-31 4 A 0 305001 A 305001 D Options to Purchase Ordinary Shares 18.35 2007-01-31 4 A 0 49037 18.35 A 2007-01-31 2011-06-26 Ordinary Shares 49037 49037 D Options to Purchase Ordinary Shares 19.63 2007-01-31 4 A 0 49037 19.63 A 2007-01-31 2011-09-27 Ordinary Shares 49037 49037 D Options to Purchase Ordinary Shares 40.78 2007-01-31 4 A 0 58845 40.78 A 2007-01-31 2013-08-18 Ordinary Shares 58845 58845 D Received in exchange for 305,001 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 50,000 shares of common stock of The Enstar Group, Inc. with an exercise price of $18.00. Received in the Merger in exchange for a stock option to acquire 50,000 shares of common stock of The Enstar Group, Inc. with an exercise price of $19.25. Received in the Merger in exchange for a stock option to acquire 60,000 shares of common stock of The Enstar Group, Inc. with an exercise price of $40.00. 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