X0303 4 2011-05-24 0 0001363829 Enstar Group LTD ESGR 0001041196 Flowers J. Christopher 717 FIFTH AVE. 26TH FLOOR NEW YORK NY 10022 0 0 1 0 Ordinary Shares 2011-05-24 4 M 0 371.2 A 1184926.2 D Ordinary Shares 2011-05-24 4 D 0 371.2 97.03 D 1184555 D Ordinary Shares 2011-05-24 4 M 0 4515 A 1189070 D Ordinary Shares 2011-05-24 4 M 0 3610 A 1192680 D Ordinary Shares 285714 I By investment partnerships Deferred Units 2011-05-24 4 M 0 371.2 D Ordinary Shares 371.2 0 D Restricted Share Units 2011-05-24 4 M 0 4515 D Ordinary Shares 4515 0 D Share Units 2011-05-24 4 M 0 3610.369 D Ordinary Shares 3610.369 0 D Each deferred unit was the economic equivalent of one ordinary share of the issuer. Pursuant to the terms of plan under which they were granted, the deferred units were settled in cash following Mr. Flowers' resignation from the issuer's board of directors. For each deferred unit, the issuer paid Mr. Flowers the cash equivalent of the closing share price of the issuer's ordinary shares on May 24, 2011, the settlement date ($97.03 per share). Although for reporting purposes the transaction is listed as a disposition to the issuer of a number of ordinary shares equal to the number of deferred units, no ordinary shares in respect of these deferred units were ever issued to Mr. Flowers. Each restricted share unit was the economic equivalent of one ordinary share of the issuer. The restricted share units were settled for an equal number of ordinary shares of the issuer, with fractional shares settled in cash based on the closing price of the issuer's ordinary shares on May 24, 2011, the settlement date ($97.03 per share). Each share unit was the economic equivalent of one ordinary share of the issuer. The share units were settled for an equal number of ordinary shares of the issuer, with fractional shares settled in cash based on the closing price of the issuer's ordinary shares on May 24, 2011, the settlement date ($97.03 per share). Mr. Flowers holds an indirect interest in the reported securities through a pecuniary interest in, and the exercise of investment discretion over, 285,714 ordinary shares through (a) JCF Associates II Ltd., of which he is the sole director, and JCF Associates II-A LLC, of which he is the managing member, on behalf of J.C. Flowers II L.P., J.C. Flowers II-A L.P. and J.C. Flowers II-B L.P. and (b) FSO GP Ltd., of which he is the sole director, on behalf of Financial Service Opportunities L.P. (collectively, the "Funds"). Mr. Flowers disclaims beneficial ownership of the ordinary shares held by the Funds except to the extent of any pecuniary interest therein. This disclosure shall not be construed as an admission that Mr. Flowers is the beneficial owner of the Funds' shares. /s/ J. Christopher Flowers 2011-05-26